TCR_Public/090302.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 2, 2009, Vol. 13, No. 60

                            Headlines


ABBOTT LABORATORIES: Moody's Puts Rating on $3.0 Bil. Sr. Notes
ACTUANT CORP: S&P Changes Outlook to Negative; Keeps 'BB' Rating
ALPHARMA INC: S&P Withdraws 'B+' Corporate Credit Rating
AMERICAN INT'L: Gov't Eases Loan Terms, Gives Co. $30BB More
AMERICAN INT'L: In Talks with China Life on Asian Unit

AMERICAN REPOGRAPHICS: Moody's Reviews 'Ba3' Corp. Family Rating
ATLANTIC BROADBAND: S&P Puts 'B' Rating on Positive CreditWatch
AVIS BUDGET: Bank Debt Trades at 62% Discount in Secondary Market
AXIUM INT'L: Trustee Sues BDO Seidman & BDO Global for Negligence
BEARINGPOINT INC: Grant Thornton Eyes Firm's Consulting Units

BLOCKBUSTER INC: Bank Debt Trades at 30% Off in Secondary Market
BRIAN STARCHER: Files for Chapter 7 Liquidation
BURLINGTON COAT: Bank Debt Continues Slide; Trades at 65% Off
CABLEVISION SYSTEMS: Posts $321.4MM Net Loss in 4th Quarter 2008
CANWEST GLOBAL: Tries to Reinstate Credit Facility

CANWEST MEDIA: Lenders Extends Waiver to March 11; Talks Continue
CAPMARK FINANCIAL: Fitch Downgrades Issuer Default Rating to 'B-'
CAPMARK FINANCIAL: Moody's Downgrades Senior Ratings to 'Ba2'
CEQUEL COMMUNICATIONS: Moody's Puts Pos. Outlook; Keeps B2 Rating
CHARYS HOLDING: Wins Confirmation of Chapter 11 Plan

CITY OF LA VERNE: S&P Affirms 'BB' Rating; Outlook Negative
CITIGROUP INC: Gov't Grants Another Bailout in Exchange for Stake
CITIGROUP INC: Treasury to Participate in Exchange Offering
CONSECO INC: S&P Junks Local Currency Counterparty Credit Rating
DANA CORP: Bank Loan Continues Slide; Trades at Near 70% Discount

DELPHI CORP: GM Not Sure on Former Unit's Ability to Get Exit Loan
DELPHI CORP: Gets SEC Nod to Seal Some Terms of GM MRA Until 2015
DOLLAR THRIFTY: S&P Retains Negative CreditWatch on 'CCC+' Rating
DOUBLEDOWN MEDIA: Wall Street Magazine Files to Liquidate
DREIER LLP: Bar Date for Pre-Bankruptcy Claims Set for March 31

DRYSHIPS INC: Pens Final Pact With Nordea for Covenant Waiver
DYNOGEN PHARMACEUTICALS: Sends Business to Chapter 7 Liquidation
ECLIPSE AVIATION: Suspends Operations, Lays Off Workers
ELITE LANDINGS: Court Extends Plan Filing Period to June 6, 2009
EMERSON REINSURANCE: Moody's Withdraws 'Ba2' Rating on C Notes

ENERGY PARTNERS: Restructuring Prompts S&P's Rating Cut to 'CCC+'
ENERLUME ENERGY: Signs Promissory Note Extension With D. Troiano
ESTATE FINANCIAL: Trustee Wants to Tap Farella Braun as Counsel
FALCON RIDGE: Can't File Form 10-Q Report on Time
FANNIE MAE: Posts $58.7 Billion Net Loss for 2008

FIRST MAGNUS: Trustee Sues Executives for Excessive Spending
FRANK GRIFFIN: Files for Chapter 7; Dent's Undertaking Closes
GAINEY CORP: Lester Coggins Obtains Court's Nod to Sell Tractors
GAINEY CORP: Exclusive Period to File a Plan Extended to March 31
GANNETT CO: Moody's Downgrades Ratings on Senior Notes to 'Ba2'

GENERAL MOTORS: Bondholders Wants Gov't Backing for New Debt
GENERAL MOTORS: Not Sure on Delphi's Ability to Get Exit Financing
GENERAL MOTORS: Delphi Gets SEC Nod to Redact Terms of MRA Pact
GEORGIA GULF: Weak Housing Markets Cue Fitch's Junk Ratings
GLOBAL NETWORK: Voluntary Chapter 11 Case Summary

HAYES LEMMERZ: Fitch Junks Issuer Default Rating from 'B-'
HERITAGE COMMUNITY: Illinois Regulators Appoint FDIC as Receiver
HERTZ CORP: Bank Loan Sells at 30% Off in Secondary Market
HILL-ROM HOLDINGS: S&P Assigns 'BB+' Initial Subordinated Rating
HOME INTERIORS: Can Sell Computer Equipment to Home & Garden

HOME INTERIORS: Court OKs Sale of Mexican Entities' Capital Stock
HOMELAND SECURITY: Dec. 31 Balance Sheet Upside Down by $809,448
HUNTSMAN ICI: Bank Loan Sells at 30% Off in Secondary Market
IMPLANT SCIENCES: Posts $2MM Net Loss in Quarter Ended Dec. 31
INCENTRA SOLUTIONS: Bid Procedures Approved, Moves to Sell Assets

INDYMAC BANK: Inspector General Says OTC Failed to Act Fast
INSIGHT HEALTH: Dec. 31 Balance Sheet Upside Down by $148.3 Mil.
INTROGEN THERAPEUTICS: Wins Nod to Auction Off Equipment & Patents
IRIDIUM SATELLITE: Moody's Upgrades Corp. Family Rating to 'Ba3'
JOURNAL REGISTER: Targets July 1 Emergence from Chapter 11

JOURNAL REGISTER: Gets Interim OK to Use Lenders' Cash Collateral
JOURNAL REGISTER: Organizational Meeting to Form Panel on March 3
KRONOS INTERNATIONAL: Moody's Junks Corp. Family Rating from 'B2'
LAKESIDE FUNDING: Fitch Cuts Rating on Liquidity Notes to 'B'
LAMAR ADVERTISING: S&P Downgrades Corporate Credit Rating to 'B+'

LAND O'LAKES: Moody's Affirms Corporate Family Rating at 'Ba1'
LEAR CORP: Bank Loan Continues Slide; Trades at Almost 66% Off
LEHMAN BROTHERS: Wants to Let Insurers Pay for Execs. Legal Fees
LEHMAN BROTHERS: Wants to Keep Foreign Accounts, Invest $6-Bil.
LEVEL 3: Bank Loan Sells at 26% Off in Secondary Market

LEXINGTON PRECISION: Plan Filing Period Extended to April 27
LYONDELL CHEMICAL: $8-Bil. DIP Loan Approved on Final Basis
LYONDELL CHEMICAL: US Judge Gives Parent Time to File or Negotiate
MAGNA ENTERTAINMENT: PNC Bank Declares Event of Default
MANITOWOC CO: Bank Loan Continues Slump; Sells at 24% Discount

MASONITE INT'L: Bank Loan Continues Slide; Sells at 59% Discount
MEDIANEWS GROUP: Bank Loan Sells at 80% Off in Secondary Market
MICHAEL VICK: To Spend Last Two Months of Imprisonment at Home
MICHAELS STORES: Bank Loan Continues Slump; Sells at 44% Discount
MIDWAY GAMES: Section 341(a) Meeting Set for March 26 in Delaware

MINNEAPOLIS GRAND: Files for Bankruptcy Protection
MUELLER WATER: Moody's Downgrades Corp. Family Rating to 'B2'
NATIONAL AMUSEMENTS: To Sell Assets to Repay Debt by End of 2010
NEENAH FOUNDRY: Moody's Downgrades Corp. Family Rating to 'Caa2'
NEIMAN MARCUS: Bank Loan Sells at 35% Off in Secondary Market

NEPTUNE INDUSTRIES: Can't File Form 10-Q Report on Time
NEVADA OPERA: Raises $100,000 to Avert Closure
NOBLE INTERNATIONAL: Receives 30-Day Accommodations from Big 3
NOVELIS INC: Bank Loan Trades at 40% Discount in Secondary Market
OFFICE DEPOT: S&P Downgrades Corporate Credit Rating to 'B'

OSI RESTAURANT: Bank Loan Sells at 52% Off in Secondary Market
OFFICE DEPOT: Moody's Downgrades Corp. Family Rating to 'B1'
OPTI CANADA: Moody's Downgrades Corporate Family Rating to 'B3'
PENTON BUSINESS: Weak Market Conditions Cue Moody's Junk Rating
PETTERS GROUP: Court Okays Doug Kelley as Trustee

PHH CORPORATION: Fitch Downgrades Issuer Default Rating to 'BB+'
PHILADELPHIA NEWSPAPERS: Meeting to Form Creditors Panel Today
PHILADELPHIA NEWSPAPERS: Taps Garden City Group as Claims Agent
PHILADELPHIA NEWSPAPERS: Taps Proskauer Rose as Bankruptcy Counsel
PHOENIX COS: S&P Puts BB+ Counterparty Credit Rating on WatchNeg.

PILGRIM'S PRIDE: To Idle Three Chicken Processing Plants
PRECISION PARTS: Gets Short Delay to Auction Process
PRIMUS FINANCIAL: S&P Affirms 'BB+' Rating on Preferred Stock
QIMONDA RICHMOND: Organizational Meeting to Form Panel on March 5
QIMONDA RICHMOND: Wants to Hire Epiq as Claims and Noticing Agent

QUEBECOR WORLD: Hiring Credit Suisse to Syndicate $750MM Loan
R.A.E.D. INVESTMENTS: Has $220K Offer for Pittsburgh Property
REALOGY CORP: $150MM Investment Won't Affect Moody's Rating
RITZ CAMERA: Organizational Meeting to Form Panel on March 3
ROCK-TENN COMPANY: Moody's Raises Ratings on Sr. Notes to 'Ba1'

RYLAND GROUP: R. Chad Dreier to Leave CEO Post, Remains in Board
RYNESS COMPANY: Case Summary & 28 Largest Unsecured Creditors
SAN JOSE AIRPORT HOTEL: Files for Chapter 11 Bankruptcy Protection
SECURITY BENEFIT: S&P Cuts Counterparty Credit Rating to 'BB'
SECURITY SAVINGS: Nevada Regulators Appoint FDIC as Receiver

SEMGROUP LP: Catsimatidis Has No Funds for Asphalt Bid; No Buyer
SERVICE MASTER: Bank Loan Sells at 36% Off in Secondary Market
SIMMONS BEDDING: Moody's Puts 'Ca' Probability of Default Rating
SINGLE TOUCH: December 31 Balance Sheet Upside-Down by $5 Million
SIRIUS XM RADIO: Discloses Exchange of $172.5MM of Existing Notes

SMART-TEK SOLUTIONS: Dec. 31 Balance Sheet Upside Down $729,468
SPANSION INC: Files for Chapter 11; Aims to Emerge Quickly
SPANSION INC: Case Summary & 65 Largest Unsecured Creditors
STANDARD STEEL: Moody's Downgrades Corporate Family Rating to B3
STANFORD INT'L BANK: Hearing on US$8 Bln Fraud Case Set Today

TENNECO INC: Fitch Downgrades Issuer Default Rating to 'B'
TEREX CORP: S&P Affirms Corporate Credit Ratings at 'BB'
TOYS R US: Bank Loan Sells at Near 75% Discount
TRIBUNE CO: Halts Efforts to Sell Chicago Tower/La Times Bldg.
TRIBUNE CO: Bank Loan Sells at 75% Off in Secondary Market

TROPICANA OPCO: Bank Loan Sells at 77% Off in Secondary Market
TRUMP ENTERTAINMENT: Seeks to Hire McCarter & English as Counsel
TRUMP ENTERTAINMENT: Seeks to Hire Garden City as Claims Agent
TRUMP ENTERTAINMENT: Seeks To Tap Weil Gotshal as Co-Counsel
TRW AUTOMOTIVE: Bank Debt Continues Slump; Sells at 43% Discount

TRUMP ENTERTAINMENT: Gets Initial Approval to Use Cash Collateral
TRW AUTOMOTIVE: Fitch Downgrades Issuer Default Rating to 'B+'
UPTOWN PARTNERS: Files for Chapter 11 in Manhattan
VALASSIS CORP: Bank Debt Sells at 30% Discount
VCSP LLC: Voluntary Chapter 11 Case Summary

VIDEOTRON LTEE: Moody's Assigns 'Ba2' Rating on $200 Mil. Notes
VIDEOTRON LTEE: S&P Puts BB- Rating on Proposed $260MM Notes
VISTEON CORP: Bank Debt Continues Major Slide; Sells at 82% Off
WHEELING-PITTSBURGH: Asks Court to Formally Close Chap. 11 Cases
WILLIAMS COS: S&P Assigns 'BB+' Rating on $600 Mil. Senior Notes

WL HOMES: Organizational Meeting to Form Panel on March 3
WYNN RESORTS: S&P Affirms Corporate Credit Rating at 'BB'
XIOM CORP: Dec. 31 Balance Sheet Upside Down by $456,001

* Auto Industry Bank Debt Continues Slump; TRW Down by 7 Points
* Failed Banks Tally This Year Already Exceeds 2008's
* Retailer Bank Debt Slumps in Secondary Market Trading

* To Save Retailers, BAPCPA's Timetable for Leases Gets 2nd Look
* Fourth Circuit Permits Bifurcating Mobile Home Debt

* BOND PRICING: For the Week From February 23 - 27, 2009


                            *********


ABBOTT LABORATORIES: Moody's Puts Rating on $3.0 Bil. Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned an A1 rating to Abbott
Laboratories' new $3.0 billion senior note offering and a (P)A1 to
the company's new WKSI senior shelf.  Proceeds from this note
offering will be used to refinance commercial paper borrowings
used to fund the closing of the Advanced Medical Optics
transaction.  At the same time, Moody's affirmed Abbott's existing
ratings and withdrew the company's existing shelf rating.  The
rating outlook is stable.

Moody's also withdrew all of AMO's ratings following the
completion of the tender offer for AMO.  Moody's expect AMO's
senior secured bank debt to be repaid at closing and substantially
all of its senior subordinated notes to be tendered.  Because
AMO's convertible subordinated notes have a put right triggered by
this transaction, it is possible that these converts may remain
outstanding.  However, given the lack of a parent guarantee and
Moody's understanding that Abbott will not provide ongoing
financial statements for its AMO subsidiary, Moody's will be
unable to effectively assess the creditworthiness of the
subsidiary.

In addition to funding the acquisition of AMO, Abbott's
substantial cash needs during the first half of 2009 include two
$500 million debt maturities, one of which was paid in February,
as well as outflows related to pensions, dividends, share buybacks
and the completion of the IBIS transaction.

"In light of relatively high short-term borrowing needs, this debt
offering helps Abbott maintain a sufficient liquidity profile,"
Diana Lee, a Senior Credit Officer at Moody's commented.

Earlier this year, Moody's affirmed Abbott's ratings in
conjunction with the announced acquisition of AMO. Although AMO
does reduce Abbott's financial flexibility, stronger than expected
cash flow generation during fiscal 2008 provides a key offset to
higher leverage.  Further, while eye care products are more
vulnerable to a weak economy as highlighted by AMO's lackluster
organic growth rates, this acquisition should help further
diversify Abbott's portfolio.

Abbott's A1 ratings reflect its already broad spectrum of
healthcare products as well as relatively low exposure to patent
expirations.  In addition to pharmaceuticals, Abbott benefits from
steady sales in both its diagnostic and nutritional businesses and
has a growing presence in medical products.

The stable outlook assumes that Abbott will maintain adequate
liquidity and will achieve stronger credit metrics following the
AMO transaction.  If liquidity is impaired or ratios do not
improve because the company continues to pursue acquisitions or
aggressively buys back shares, the ratings could come under
pressure.

Ratings assigned:

Abbott Laboratories:

  -- A1 $3.0 billion senior unsecured notes
  -- (P)A1 senior unsecured shelf

Ratings affirmed:

Abbott Laboratories:

  -- A1 senior unsecured notes
  -- P-1 short-term rating

Abbott Japan Co., Ltd.:

  -- A1 backed senior unsecured notes

Ratings withdrawn:

Abbott Laboratories:

  -- (P)A1 existing senior unsecured shelf

Advanced Medical Optics, Inc.:

  -- B2 Corporate Family Rating

  -- B2 Probability of Default Rating

  -- Ba2 (LGD2/14%) $300 million senior secured revolver due 2013

-- Ba2 (LGD2/14%) $445 million senior secured term loan due
   2014

-- B2 (LGD3/46%) $250 million senior subordinated notes due
   2017

  -- Caa1 (LGD5/80%) $246 million convertible senior subordinated
     notes due 2024

The last rating action on Abbott was an affirmation of its ratings
on January 12, 2009.  The last rating action on AMO also occurred
on January 12, 2009 when the direction of the company's rating
review was changed to possible upgrade from possible downgrade.
Abbott Laboratories, headquartered in Abbott Park, Illinois is a
global, diversified healthcare company focused on pharmaceuticals
and medical products, including nutritionals, devices and
diagnostics.  For the twelve months ended December 31, 2008,
Abbott generated about $28.8 billion in revenues.


ACTUANT CORP: S&P Changes Outlook to Negative; Keeps 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
diversified industrial manufacturer Actuant Corp. to negative from
stable.  At the same time, S&P affirmed its ratings on the
company, including the 'BB' corporate credit rating.

"The outlook revision reflects our expectation that, amid lower
demand in key markets and deteriorating operating performance,
Actuant's credit measures could weaken in the coming quarters,
leading to potentially limited headroom over financial covenants
in the first half of fiscal 2010," said Standard & Poor's credit
analyst Gregoire Buet.  Although S&P expects the company to apply
free cash flow principally toward debt reduction this year,
mitigating the impact of lower earnings, its financial leverage
could gradually increase toward the maximum ratio that Actuant is
required to maintain under its bank credit agreement.  If that
occurs, liquidity could become constrained.

The ratings on Milwaukee, Wis.-based Actuant Corp. continue to
reflect the company's aggressive financial risk profile,
characterized by somewhat high leverage and an acquisitive growth
strategy.  The company's leading position in niche markets, its
diversity, and its consistent cash flow support the rating.

Actuant is a diversified manufacturer of branded standard and
customized products for various niche energy, industrial,
automotive and truck, and retail end markets.  Its portfolio
includes highly engineered and specialized products such as high-
force hydraulic industrial tools and joint integrity products, as
well as truck actuation systems that earn attractive margins.
Somewhat lower-margin products include automotive convertible top
and recreational vehicle actuation systems and certain electrical
tools.  Products holding No. 1 positions in these niche markets
generate nearly 80% of the company's sales.  In addition,
Actuant's relatively good geographic, customer, product, and end-
market diversity has historically lessened the volatility of its
earnings and cash flow.

Although Actuant's free cash flow should allow for meaningful debt
reduction this year, credit measures will likely weaken toward the
low end of S&P's expectation for the rating in the coming
quarters.  S&P could consider a rating downgrade if weakening
ratios leads to increasingly limited headroom over financial
covenants and constrains liquidity.  This could happen if, for
instance, fiscal 2009 free cash flow appears likely to be
meaningfully less than $100 million.  Conversely, if Actuant
manages to maintain or restore adequate headroom over financial
covenants in a sustained manner, S&P could revise the outlook back
to stable.  Actuant's business profile could support a modestly
higher rating, but current business conditions and the company's
acquisitive financial policy limits upside potential.


ALPHARMA INC: S&P Withdraws 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn its
'B+' corporate credit rating on Alpharma Inc.  S&P also withdrew
its 'B+' issue-level rating and '4' recovery rating on the
company's $300 million senior unsecured convertible notes due
2027.  S&P withdrew the ratings following the acquisition of the
company by King Pharmaceuticals Inc. and the subsequent redemption
of the convertible notes.

                          Ratings List

                          Alpharma Inc.

   Ratings Withdrawn         To                  From
   ------- ---------         --                  ----
   Corporate credit rating   NR                  B+/Stable/--
   Senior unsecured notes    NR                  B+ (Recovery: 4)


AMERICAN INT'L: Gov't Eases Loan Terms, Gives Co. $30BB More
------------------------------------------------------------
Liam Pleven, Matthew Karnitschnig, and Deborah Solomon at The Wall
Street Journal report that the U.S. government will ease loan
terms for the American International Group bailout by wiping out
interest and give the Company access to up to $30 billion in new
cash from its Troubled Asset Relief Program, or TARP.

According to WSJ, the government is hoping to preserve AIG's value
over a longer period.  The new deal, says WSJ, represents an
almost complete reversal from the one first laid out in September
2008, when government officials acted as a demanding lender,
forcing AIG to pay a steep interest rate for what was expected to
be a short-term loan.

WSJ relates that the new plan raises the possibility that AIG will
be broken up completely, with businesses being hive off in
separate stock offerings, a process that would take years.  AIG,
says WSJ, will combine its giant property-casualty insurance
operations into a new unit, with a new name and separate
management, and will sell almost 20% of it to the public.

The new plan will also cut AIG's $60 billion credit line with the
Federal Reserve to up to $25 billion, WSJ notes.

AIG, according to WSJ, will have the benefit of up to $70 billion
-- 10% of the $700 billion financial-sector rescue fund -- from
the TARP program.  WSJ relates that AIG got a $40 billion TARP
investment in November 2008.  The report says that government
officials believed they had little choice but to use the TARP
money, particularly because they lack the authority to unwind AIG
the way the government can do now with failing banks.

WSJ relates that the new deal cuts the interest and dividend
payments that AIG must make to the government, easing the
financial burden on the Company.  WSJ states that the deal will
put the government more directly into the insurance business.
According to the report, the plan involves creating trusts to hold
these two AIG units that sell life insurance overseas: Asia-based
American International Assurance Co., and American Life Insurance
Co, which operates in 50 countries.  The report says that the
government will have preferred shares in each trust, which would
pay a 5% dividend.  The report states that the stakes will be used
to repay the $38 billion AIG already borrowed from the government.

According to WSJ, people familiar with the matter said that major
credit-rating companies signed off on the latest package.  WSJ
relates that the government decided not to require any additional
management shake-up as a condition of the bailout's revision.

AIG is expected to report a $60 billion quarterly loss on Monday,
says WSJ.

                 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 INT'L: In Talks with China Life on Asian Unit
------------------------------------------------------
American International Group Inc. and China Life Insurance Co.
are in talks over the sale of AIG's Asian unit, Bloomberg News
reports citing the country's insurance regulator.

According to the report, China Insurance Regulatory Commission
Vice Chairman Li Kemu said AIG visited China looking for interest
to buy its Asian subsidiary, American International Assurance Co.
(AIA).

Vice Chairman Kemu said, as cited by the report, China Life is in
talks over a possible bid for the company.

"This is still under discussion," Bloomberg News cited Mr. Kemu in
a briefing in Beijing.  "We feel AIA is a very good company. At
least, its China and Hong Kong operations are not bad."

                       About China Life

China Life Insurance Company Limited (China Life) is an insurance
company in the People's Republic of China.  The Company's main
businesses include individual life insurance, group life insurance
and short term insurance.  Its products and services include
individual life insurance, group life insurance, accident and
health insurance.  The Company is a provider of annuity products
and life insurance for both individuals and groups, and a provider
of accident and health insurance in China.  As of December 31,
2007, the Company had over 93 million individual and group life
insurance policies and annuities, and long-term health insurance
policies in force.  It also provides both individual and group
accident and short-term health insurance policies, as well as
services.  The Company's main business segments are Individual
life insurance business; Group life insurance business; Accident
and health insurance business, and Corporate and other.

                           About AIG

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 US$22.76 on Sept. 8, 2008, to
US$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 US$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 US$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, US$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 US$1.022 trillion in total consolidated
assets and US$950.9 billion in total debts.  Shareholders' equity
was US$71.18 billion, including the addition of US$23 billion of
consideration received for preferred stock not yet issued.


AMERICAN REPOGRAPHICS: Moody's Reviews 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of American
Reprographics Company, L.L.C., including its Ba3 corporate family
rating, under review for possible downgrade.  This action was
prompted by Moody's concern over the prospects for a significant
contraction in the company's sales for 2009 given a sharp decline
in construction activity within its key markets.  Moody's is also
concerned that potentially declining sales and profitability could
result in credit metrics that are outside of the threshold
accommodated by the current rating.

These ratings were placed under review for downgrade:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at B1;

-- $75 million senior secured revolving credit facility due
   2012 at Ba2;

  -- $265 million senior secured term loan due 2012 at Ba2.

The review will focus on ARC's business outlook and cost reduction
initiatives as well as its fundamentals and liquidity profile,
including cushion under the financial covenants governing its
credit facilities.

The last rating action was on November 14, 2007 when Moody's
affirmed ARC's Ba3 corporate family rating, but revised its
ratings outlook to stable from positive.

Headquartered in Walnut Creek, California, American Reprographics
Company, L.L.C., is a leading reprographics service company in the
U.S.


ATLANTIC BROADBAND: S&P Puts 'B' Rating on Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Quincy, Massachusetts-based cable TV provider Atlantic Broadband
Finance LLC, including the 'B' corporate credit rating, on
CreditWatch with positive implications.  This action affects about
$669 million of rated debt.

"This action follows Atlantic Broadband's improving operating and
financial performance over the past few years," said Standard &
Poor's credit analyst Naveen Sarma.  Over this period, the company
has moderated annualized subscriber losses to around 1% from about
4% in 2005, reported continued double-digit high-speed data
subscriber growth, and successfully launched telephone services
across the majority of its markets.  "As a result," added Mr.
Sarma, "free cash flow has grown while leverage, including the
preferred units at the parent Atlantic Broadband Group LLC, has
declined to around 6x as of the third quarter of 2008, from over
8.5x."


AVIS BUDGET: Bank Debt Trades at 62% Discount in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 37.80
cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 3.92
percentage points from the previous week, the Journal relates.
The loan matures April 1, 2012.  Avis Budget pays 125 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's B rating.

Meanwhile, participations in a syndicated loan under which Hertz
Corporation is a borrower traded in the secondary market at 65.85
cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a decrease of 2.37
percentage points from the previous week, the Journal relates.
The loan matures on December 21, 2012.  Hertz pays 150 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's Ba1 rating and Standard & Poor's BB+ rating.

Syndicated loans of auto parts makers also slid in secondary
market trading during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Investors avoided TRW Automotive and Visteon Corp. bank debt.
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar, a drop of 7.13 percentage points -- at 64.33 cents-on-the-
dollar -- from the previous week.  TRW Automotive pays 150 basis
points to borrow under the facility.  The bank loan carries
Moody's Ba1 rating and Standard & Poor's BBB- rating.

Visteon Corp. bank debt continued its slide, trading in the
secondary market at 17.71 cents-on-the-dollar during the week
ended February 27, 2009.  This represents a drop of 2.50
percentage points -- at 20.21 cents-on-the-dollar -- from the
previous week.  The loan matures May 30, 2013.  Visteon pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B- rating.

Dana Corporation bank debt traded at 30.43 cents-on-the-dollar, a
drop of 2.97 percentage points -- at 33.40 cents-on-the-dollar --
from the previous week.  The loan matures January 31, 2015.  Dana
pays 375 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B3 rating and Standard & Poor's B+
rating.

Lear Corp. bank debt traded at 34.57 cents-on-the-dollar, a drop
of 3.99 percentage points -- at 38.56 cents-on-the-dollar -- from
the previous week. The loan matures March 29, 2012.  Lear pays 250
basis points above LIBOR to borrow under the facility.  The bank
loan is not rated.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

                           *     *     *

As reported by the Troubled Company Reporter on January 8, 2009,
Standard & Poor's Ratings Services said its ratings on Avis Budget
Group Inc. and Avis Budget Car Rental LLC, including the 'CCC+'
long-term corporate credit ratings on both entities, remain on
CreditWatch, but the implications have been revised to positive
from developing, where they were placed on Dec. 22, 2008.

On Dec. 23, 2008, car rental company Avis Budget received
commitments to renew its asset-backed bank conduit facility and
its ABS seasonal conduit facility, both of which it uses to
finance cars for its rental fleet.  The company also announced on
that date that it had completed an amendment to its corporate
credit facility to replace the leverage and interest coverage
ratios with a minimum EBITDA covenant.

The TCR said February 9 that Moody's Investors Service lowered the
Corporate Family Rating and Probability of Default of Avis Budget
Car Rental to B2 from Ba2.  The company's Speculative Grade
Liquidity Rating was also lowered to SGL-3 from SGL-2.  The
outlook is negative.  The downgrade of Avis' long-term and
speculative grade liquidity ratings reflects the significant
erosion in the company's credit metrics that will result from the
continuing weakness in leisure and commercial travel, and the
resulting fall-off in rental car demand.  During 2009 Moody's
expect that Avis' performance will be burdened with lower rental
demand and revenues, under-absorbed overhead costs, significantly
higher interest expense on its fleet financing debt, and the need
to refinance a significant portion of this fleet debt during late
2009.


AXIUM INT'L: Trustee Sues BDO Seidman & BDO Global for Negligence
-----------------------------------------------------------------
Howard M. Ehrenberg, partner at Los Angeles-based SulmeyerKupetz
law firm and the court appointed Chapter 7 bankruptcy Trustee for
Axium International, Inc., and its subsidiaries, has sued BDO
Global in New York Federal Court and BDO Seidman in arbitration
for gross negligence for their "massive multiple audit failures."

Howard M. Ehrenberg, partner at Los Angeles-based SulmeyerKupetz
law firm and the court appointed Chapter 7 bankruptcy Trustee for
Axium International, Inc., and its subsidiaries, said that he was
"stunned" when he discovered that Axium significantly underpaid
federal payroll taxes.  According to the IRS claim the
underpayment exceeds $100 million.  BDO Seidman's certified
financial audits, however, had painted the picture of a
substantially profitable company.

"At the end of the day, it wasn't substantially, or partially, or
even narrowly a profitable company.  It was insolvent," said
Ehrenberg.

BDO Seidman, LLP, is the United States BDO entity that performed
the Axium audits and BDO Global, B.V., manages and controls BDO
firms worldwide and is responsible for the standards to be
followed in all BDO audits, including the Axium audits.

The complaint was filed by the Los Angeles-based law firm of
Thomas, Alexander & Forrester, LLP.

The complaint charges that BDO Seidman's certified financial
statements "were a sham."  The complaint further states that BDO
Global promised "strict quality control" over its agent, BDO
Seidman, but "BDO Global broke its promise."  The complaint notes
that when BDO Global broke its word, and BDO Seidman missed over
$100 million in liabilities, huge losses followed.

As a payroll company, Axium's business was to pay the studio's
payrolls to employees and to pay the payroll taxes to the
government.  However, Axium significantly underpaid the taxes for
years, and BDO missed it "year after year," says the complaint.

In fact, Steven Thomas, partner at Thomas, Alexander & Forrester,
says in the complaint that BDO's final reports, prepared just
months prior to Axium's bankruptcy falsely "gave Axium a clean
bill of health."

"Certified public accountants like BDO Seidman owe a duty to the
public, which the U.S. Supreme Court has defined as being the
'public watchdog,'" said Mr. Thomas.  The complaint alleges that
BDO Global was created to "manage and control" BDO Seidman and
therefore also took on that public duty: "When BDO Global induces
U.S. companies to use the BDO brand with promises of quality
control, it cannot avoid public responsibility when the BDO-
branded company harms citizens in the United States."

The complaint alleges that BDO Global engaged in deceptive and
unfair business practices and seeks more than $100 million in
compensatory damages, punitive damages, and a Court injunction to
stop BDO Global's deceptive practices.

The matter is being investigated by the United States Attorney for
the Central District of California.  No charges have yet been
filed.

                            About Axium

Axium International Inc. -- http://www.axium.com/-- provides
payroll solutions for production.  It offers various financial
services and technology for the entertainment industry through
Axium Global and Axium Global Workforce.  It serves companies
ranging from mid-market to Fortune 500.  Axium International has
offices in Los Angeles, New York, Burbank, Hollywood, Las Vegas,
Toronto, Vancouver and London.  The company filed for protection
under Chapter 7 of the Bankruptcy Code on Jan. 8, 2008 (Bankr.
C.D. Calif. Case No. 08-10277).  Howard M. Ehrenberg, a partner at
SulmeyerKupetz, has been appointed as Chapter 7 Trustee.


BEARINGPOINT INC: Grant Thornton Eyes Firm's Consulting Units
-------------------------------------------------------------
Emily Chasan at Reuters reports that Grant Thornton LLP CEO Ed
Nusbaum said that the company may be interested in acquiring
selected assets of BearingPoint, Inc.

Citing Mr. Nusbaum, Reuters relates that if the assets come up for
sale, Grant Thornton "would be interested in selected pieces, but
certainly not the whole entity."  Mr. Nusbaum said that Grant
Thornton may want to acquire BearingPoint's government consulting
and general business consulting units, but wouldn't want the
information technology system implementation business, Reuters
states.

According to Reuters, several possible suitors have been
considering buying parts of BearingPoint since it filed for
bankruptcy.  Citing two people familiar with the matter, Reuters
says that Accenture Ltd has hired Duff & Phelps to advise on a
possible acquisition of BearingPoint's Asia business, which wasn't
included in the bankruptcy filing.

                      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.


BLOCKBUSTER INC: Bank Debt Trades at 30% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded in the secondary market at 69.20 cents-on-
the-dollar during the week ended February 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.90 percentage
points from the previous week, the Journal relates.  The loan
matures August 20, 2011.  Blockbuster pays 375 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B1 rating and Standard & Poor's B rating.

Syndicated loans of fellow retailers slid in secondary market
trading during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 65.07
cents-on-the-dollar, a drop of 1.80 percentage points -- at 66.86
cents-on-the-dollar -- from the previous week.  The bank loan
matures April 6, 2013.  Neiman Marcus pays 175 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
Ba3 rating and Standard & Poor's BB rating.

Michaels Stores Inc. bank debt traded in the secondary market at
56.36 cents-on-the-dollar, a drop of 1.83 percentage points --
58.19 cents-on-the-dollar -- from the previous week.  The bank
loan matures October 31, 2013.  Michaels Stores pays 225 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's B2 rating and Standard & Poor's B rating.

Burlington Coat Factory Warehouse Corp bank debt traded in the
secondary market at 35.29 cents-on-the-dollar, a drop of 2.13
percentage points -- at 37.42 cents-on-the-dollar -- from the
previous week. The syndicated loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.

On the other hand, bank debt of toy seller Toys R Us traded in the
secondary market at 55.50 cents-on-the-dollar an increase of 2.50
percentage points from the previous week.  The loan matures on
July 19, 2012.  Toys R Us pays 425 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's BB- rating.

                        About Blockbuster

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a provider of in-home
movie and game entertainment, with over 7,800 stores throughout
the Americas, Europe, Asia and Australia.  The company maintains
operations in Brazil, Mexico, Denmark, Italy, Taiwan, and
Australia.

                          *     *     *

In August 2008, Moody's Investors Service downgraded Blockbuster
Inc.'s probability of default rating to Caa1 from B3.  The
company's Caa1 corporate family rating, Caa2 senior subordinated
note rating, and SGL-4 speculative grade liquidity rating were
affirmed.  At the same time, Moody's raised the company's secured
bank facilities to B1 from B3.  Moody's said that the outlook
remains negative.

In December 2007, Fitch Ratings affirmed Blockbuster Inc.'s long-
term Issuer Default Rating at 'CCC' and the senior subordinated
notes at 'CC/RR6'.  Fitch said that the rating outlook is stable.


BRIAN STARCHER: Files for Chapter 7 Liquidation
-----------------------------------------------
Brian Starcher and his wife, Shannon, have filed for Chapter 7
liquidation, WSOCTV.com reports, citing the attorney for the
Debtors.

According to WSOCTV.com, the Starchers own south Charlotte bridal
shop La Bella Sposa.  The report says that La Bella Sposa closed
in June 2009, affecting dozens of brides who weren't able to get
their gowns.

The Starchers, WSOCTV.com states, also face civil lawsuits.
Citing The Better Business Bureau, WSOCTV.com relates that La
Bella Sposa had 43 complaints against it.


BURLINGTON COAT: Bank Debt Continues Slide; Trades at 65% Off
-------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp is a borrower traded in the secondary
market at 35.29 cents-on-the-dollar during the week ended
February 27, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 2.13 percentage points -- at 37.42 cents-on-the-dollar --
from the previous week, the Journal relates.

The syndicated loan matures May 28, 2013.  Burlington Coat pays
225 basis points over LIBOR to borrow under the facility.  The
bank loan carries Moody's B3 rating and Standard & Poor's CCC+
rating.

Syndicated loans of fellow retailers also slid in secondary market
trading during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 56.36 cents-
on-the-dollar, a drop of 1.83 percentage points -- 58.19 cents-on-
the-dollar -- from the previous week.  The bank loan matures
October 31, 2013.  Michaels Stores pays 225 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B2 rating and Standard & Poor's B rating.

Neiman Marcus Group Inc. bank debt traded in the secondary market
at 65.07 cents-on-the-dollar, a drop of 1.80 percentage points --
at 66.86 cents-on-the-dollar -- from the previous week.  The bank
loan matures April 6, 2013.  Neiman Marcus pays 175 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Meanwhile, bank debt of video-rental company Blockbuster Inc.
traded in the secondary market at 69.20 cents-on-the-dollar.
Trading in the bank debt increased 1.90 percentage points from the
previous week, the Journal relates.  The loan matures
August 20, 2011.  Blockbuster pays 375 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B1
rating and Standard & Poor's B rating.

Bank debt of toy seller Toys R Us traded in the secondary market
at 55.50 cents-on-the-dollar an increase of 2.50 percentage points
from the previous week.  The loan matures on July 19, 2012.  Toys
R Us pays 425 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's B2 rating and Standard &
Poor's BB- rating.

                  About Burlington Coat Factory

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


CABLEVISION SYSTEMS: Posts $321.4MM Net Loss in 4th Quarter 2008
----------------------------------------------------------------
Nat Worden and Vishesh Kumar at The Wall Street Journal report
that Cablevision Systems Corp.  swung to a loss of $321.4 million
in the fourth quarter 2008, from a year-earlier net income of $6.6
million, amid a $402 million write-down from the firm's recently
acquired Newsday newspaper and slowing subscriber growth at its
cable business.

WSJ relates that Cablevision continued to generate healthy cash
flow.   According to the report, Cablevision's chief operating
officer, Tom Rutledge, said that cable-subscriber growth in the
current quarter has so far surpassed that of last year's first
quarter at the same point.   "There doesn't appear to be any
significant change at all in our metrics with regard to the
economic situation," and the cable business tends to be
"countercyclical," the report quoted Mr.  Rutledge as saying.

Fourth quarter consolidated net revenues grew 11.4% to
$2.052 billion compared to the prior year period, reflecting solid
revenue growth in Telecommunications Services, Rainbow and the
addition of Newsday and Sundance in the 2008 results.
Consolidated adjusted operating cash flow (AOCF) 1 was essentially
flat (down 0.9% to $604.7 million) compared to the prior year
period, and consolidated operating income (which includes
impairment charges of $402.4 million at Newsday and $41.0 million
at VOOM HD) decreased to an operating loss of $136.5 million.

For full year 2008, consolidated net revenues increased 11.5% to
$7.230 billion, reflecting revenue growth in Cable Television,
Rainbow and Madison Square Garden as well as the addition of
Newsday and Sundance in the 2008 results.  Consolidated AOCF grew
10.1% to $2.298 billion and consolidated operating income
decreased 24.3% to $689.7 million for full year 2008.  (Full year
2008 operating income was unfavorably impacted by the impairment
charges noted above.)

Operating highlights for the fourth quarter and full year 2008
include:

     -- Cable Television net revenue growth of 7.4% and 9.1% and
        AOCF growth of 4.1% and 10.7% for the fourth quarter and
        full year, respectively

     -- Revenue Generating Units (RGU) additions of 100,500 and
        653,400 for the fourth quarter and full year,
        respectively

     -- Average Monthly Revenue per Basic Video Customer (RPS) of
        $134.85 in the fourth quarter of 2008

     -- Full year Consolidated Free Cash Flow from Continuing
        Operations of $507.5 million

Cablevision President and CEO James L. Dolan said, "Cablevision
delivered strong results for 2008.  Despite the economic downturn,
the company reported full year, double-digit increases in revenue
and AOCF.  Our ongoing success in attracting new customers ensured
our industry-leading penetration rates throughout the year.  Also
noteworthy in 2008, was that Cablevision generated more than $500
million in free cash flow, compared with
$158 million in 2007.  The proceeds from our recent successful
debt financings, our cash flow and the capacity we have under
existing credit facilities have positioned us well from a near-
term liquidity perspective."

Telecommunications Services

Telecommunications Services includes Cable Television --
Cablevision's "Optimum" branded video, high-speed data, and voice
residential and commercial services offered over its cable
infrastructure -- and its "Optimum Lightpath" branded commercial
data and voice services.

Telecommunications Services net revenues for fourth quarter 2008
rose 7.9% to $1.313 billion, AOCF grew 4.7% to $521.0 million and
operating income increased 11.0% to $297.1 million, all compared
to the prior year period.

Full year 2008 net revenues rose 9.4% to $5.165 billion, AOCF
increased 11.3% to $2.036 billion, and operating income increased
28.3% to $1.122 billion, all as compared to the prior year.

Cable Television

Cable Television fourth quarter 2008 net revenues increased 7.4%
to $1.258 billion, AOCF rose 4.1% to $498.1 million and operating
income increased 10.0% to $293.5 million, each compared to the
prior year period.  The increases in net revenues, AOCF and
operating income were principally driven by the growth in digital
video, high-speed data, and voice customers as well as higher
rates reflected in fourth quarter 2008 results.

The fourth quarter 2008 results reflect:

     -- Basic video customers down 3,800 or 0.1% from September
        2008 and down 14,900 or 0.5% from December 2007
     -- Customer Relationships flat from September 2008 and up
        8,300 or 0.2% from December 2007

     -- iO: Interactive Optimum digital video customers up
        22,800 or 0.8% from September 2008 and 208,500 or 7.9%
        from December 2007

     -- Optimum Online high-speed data customers up 28,200 or
        1.2% from September 2008 and 173,200 or 7.6% from
        December 2007

     -- Optimum Voice customers up 53,400 or 2.9% from September
        2008 and 286,600 or 18.0% from December 2007

     -- Revenue Generating Units up 100,500 or 1.0% from
        September 2008 and 653 400 or 6.8% from December 2007

     -- Cable Television RPS of $134.85, up $1.74 or 1.3% from
        the third quarter of 2008 and up $9.75 or 7.8% from the
        fourth quarter of 2007

Optimum Lightpath

For fourth quarter 2008, Lightpath net revenues rose 16.2% to
$65.2 million, AOCF increased 20.6% to $22.8 million and operating
income improved $2.7 million to $3.6 million, each as compared to
the prior year period.  The increase in net revenues, AOCF and
operating income were due principally to the continued expansion
of the more efficient, higher margin Ethernet business and
includes the impact of the acquisition of 4Connections in October
2008.

Rainbow

Rainbow consists of the Rainbow National Services (RNS) -- AMC, WE
tv and IFC -- as well as Other Programming which includes: News 12
Networks VOOM HD (domestic programming discontinued in January
2009), Sundance (effective June 16, 2008), Lifeskool (sold in
October 2008), sportskool (sold in September 2008), IFC
Entertainment, Rainbow Network Communications, Rainbow Advertising
Sales Corp. and other Rainbow ventures.

Rainbow net revenues for the fourth quarter of 2008 increased
13.9% to $263.9 million, AOCF rose 15.2% to $66.3 million, and
operating income decreased $43.9 million to an operating loss of
$9.2 million, all compared to the prior year period.

Full year 2008 net revenues rose 16.2% to $980.1 million, AOCF
grew 30.2% to $251.8 million and operating income decreased 9.9%
to $78.1 million, all compared to 2007.

AMC/WE tv/IFC

Fourth quarter 2008 net revenues grew 6.7% to $191.3 million, AOCF
increased 7.3% to $85.6 million and operating income grew 7.8% to
$69.8 million, each compared to the prior year period.

The fourth quarter 2008 AOCF results reflect:

     -- Viewing subscriber increases of 9.6% at IFC, 6.6% at WE
        tv and 2.0% at AMC, all compared to December 2007

     -- A 9.0% increase in affiliate revenue compared to the
        prior year period

     -- A 2.8% increase in advertising revenue, as compared to
        the prior year period, driven principally by growth at WE
        tv

     -- A 6.2% increase in operating costs compared to the prior
        year period, primarily due to increased programming costs.

Other Programming

Fourth quarter 2008 net revenues rose 36.2% to $78.6 million, AOCF
deficit improved 13.0% to a deficit of $19.3 million and operating
loss increased $48.9 million to a loss of $79.0 million, all as
compared to the prior year period.  The increase in net revenue
and improvement in AOCF was driven primarily by the addition of
Sundance in the 2008 quarterly results.  Fourth quarter operating
loss is primarily attributable to charges for impairment of
programming rights of $41.0 million and employee severance and
other costs of $5.8 million as a result of the Company's decision
in December 2008 to cease funding the U.S.  programming business
of VOOM HD.

Madison Square Garden

Madison Square Garden's primary businesses include: regional and
national programming networks (MSG, MSG Plus, and Fuse),
professional sports franchises (the New York Knicks, the New York
Rangers, and the New York Liberty), and MSG Entertainment.  Its
operations also include the MSG Arena, the WaMu Theater at Madison
Square Garden, Radio City Music Hall, Beacon Theatre and The
Chicago Theatre.

Madison Square Garden's fourth quarter 2008 net revenues decreased
2.1% to $405.8 million, AOCF decreased 64.9% to
$27.7 million and operating income decreased 85.8% to
$8.8 million, all compared to fourth quarter 2007.

MSG's fourth quarter results were impacted by:

     -- The networks, including a $12.2 million increase in
        affiliate fee revenue which more than offset $4.2 million
        of higher direct operating costs

     -- The entertainment business, as revenues from its winter-
        themed productions declined $19.7 million (primarily due
        to the downturn in the economy) while related costs
        increased $9.6 million due mostly to the launch of an
        arena-sized touring production of the Christmas
        Spectacular in fourth quarter 2008.  In addition, revenue
        and costs related to concerts and other entertainment
        events decreased $8.0 million and $1.7 million,
        respectively

     -- The teams, including a $7.5 million increase in revenues,
        primarily due to ticket sales, offset by an $11.5 million
        increase in net provisions for certain team personnel
        transactions and an $8.1 million increase in other team
        operating expenses, primarily team personnel compensation

     -- Higher marketing costs of $4.7 million and net higher
        legal fees, provisions for litigation and other
        professional fees of $5.0 million.

Madison Square Garden's full year 2008 net revenues increased 4.1%
to $1.043 billion, AOCF decreased 54.6% to $61.8 million and
operating income decreased $79.1 million to a loss of $17.2
million, all as compared to the prior year.

Newsday

The Newsday segment consists of Newsday, a daily newspaper that
primarily serves Long Island; amNewYork, a free daily serving New
York City; various Internet properties including Newsday.com,
Island Publications (through December 2008) and Star Community
Publishing, the northeast's largest group of weekly shopper
publications.

Newsday's fourth quarter 2008 net revenues were $107.1 million,
AOCF was $10.3 million and operating loss was $407.6 million.
Operating loss was impacted by $402.4 million in impairment
charges taken in the fourth quarter 2008.  These impairment
charges reflect the continuing deterioration of values in the
newspaper industry and the greater than anticipated economic
downturn and its current and anticipated impact on Newsday's
advertising business.  The impairment charges are not expected to
result in any material future cash expenditures.

For the period from the date of acquisition (July 29, 2008)
through December 31, 2008, Newsday's net revenues were
$180.6 million, AOCF was $18.8 million and operating loss was
$403.3 million.

Other Matters

On February 25, 2009, the Board of Directors of Cablevision
declared a quarterly dividend of $0.10 per share on each
outstanding share of both its Cablevision NY Group Class A Stock
and its Cablevision NY Group Class B Stock.  This quarterly
dividend is payable on March 31, 2009 to shareholders of record at
the close of business on March 9, 2009.

                  About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

At September 30, 2008, the company's consolidated balance sheet
showed $9.7 billion in total assets and $14.6 billion in total
liabilities, resulting in a $4.9 billion total stockholders'
deficit.

                          *     *     *

As reported by the Troubled Company Reporter on February 11, 2009,
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '3' recovery ratings to CSC Holdings Inc.'s
proposed $500 million senior notes due 2019.  The '3' recovery
rating indicates the expectation for meaningful (50%-70%) recovery
of principal in the event of payment default.

At the same time, S&P placed the 'BB+' rating on $650 million of
senior secured debt of majority-owned Newsday LLC on CreditWatch
with negative implications.

The 'BB' corporate credit rating on parent Cablevision Systems
Corp. remains unchanged.  Bethpage, New York-based Cablevision is
a major cable operator in the New York metropolitan area.


CANWEST GLOBAL: Tries to Reinstate Credit Facility
--------------------------------------------------
Wojtek Dabrowski at Reuters reports that Canwest Global
Communications Corp. is trying to reinstate a credit facility to
let the Company continue to shore up operations and avert a
possible bankruptcy filing.

According to Reuters, Canwest Global said in February that its
banks had limited borrowing on a C$300 million senior credit
facility until February 27 to C$20 million above the C$92 million
that had already been given to the Company's Canwest Media unit.
Canwest Global, Reuters relates, said that it was still
negotiating to try to lift the borrowing cap after Friday and
allow Canwest Media to comply with its debt covenants.

Reuters, citing CIBC World Markets analyst Bob Bek, relates that
Canwest Global's lenders may be willing to give the Company more
time if it can convince the banks it can turn itself around.  "I
still think it's a softer deadline and that it is easily extended
if Canwest has enough concrete 'works in progress' to ease
concerns.  The banks don't want to force this prematurely,"
Reuters quoted Mr. Bek as saying.

Citing analysts, Reuters states that Canwest Global has a debtload
of about C$3.7 billion and may file for bankruptcy protection as
the weak economy continues to hurt advertising revenues at the
Company's television stations and newspapers.  Reuters reports
that Canwest Global is trying to cut its operating and capital
costs and may divest non-core assets.  Canwest Global, says the
report, is considering selling five conventional TV stations and
has said that it will sell its stake in Score Media.

            About Canwest Global Communications Corp.

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

                          *     *     *

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

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

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


CANWEST MEDIA: Lenders Extends Waiver to March 11; Talks Continue
-----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Media Inc. and its senior lenders have agreed to extend the waiver
of certain borrowing conditions until March 11, 2009 and a
permanent reduction in its senior credit facility to $112 million.

On February 2, 2009, CMI reached an agreement with the senior
lenders which waived certain borrowing conditions and limited
availability under the senior credit facility to $112 million.
Currently the Company has $92 million drawn under this facility.
Based upon cash on hand and current cash flow projections, the
Company believes that it will have sufficient liquidity to enable
it to continue to operate normally through this period.

The parties will continue discussions, which, if successful, would
extend CMI's access to its credit facility beyond March 11, 2009.
Canwest continues to take proactive steps to reduce its operating
and capital costs, restructure its operations and improve
efficiencies. It is also reviewing its strategic alternatives and
continues to actively pursue opportunities to divest of non-core
operations and assets, and collect other amounts that it is owed.

                About Canwest Global Communications

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

Canwest Media Inc. is wholly-owned by Canwest Global
Communications Corp.  Substantially all of the publicly traded
parent company's operations are held though Canwest.

                           *     *     *

As reported by the Troubled Company Reporter on February 25, 2009,
Moody's Investors Service downgraded Canwest Media Inc.'s
corporate family rating and probability of default rating to Caa3
from B3.  The corporate family's consolidated speculative grade
liquidity rating remains SGL-4 (indicating poor liquidity) and the
company's ratings outlook remains negative.  At the same time,
instrument ratings for Canwest and its two rated affiliates, CW
Media Holdings Inc. and Canwest Limited Partnership were also
downgraded.

The TCR said February 12 that Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on Winnipeg, Man.-
based Canwest Media Inc. to 'CCC' from 'CCC+'.  The outlook is
negative.  At the same time, S&P lowered the senior secured debt
rating on wholly owned subsidiary Canwest Limited Partnership to
'CCC+' from 'B-'.  The recovery rating on Canwest LP's secured
debt is unchanged at '2', indicating an expectation of substantial
(70% - 90%) recovery in the event of a payment default.


CAPMARK FINANCIAL: Fitch Downgrades Issuer Default Rating to 'B-'
-----------------------------------------------------------------
On Feb. 26, 2009, Fitch Ratings downgraded Capmark Financial
Group's long-term Issuer Default Rating to 'B-' from 'BBB-'
following the company's announcement of significant fourth quarter
2008 charges and the withdrawal of its application to become a
bank holding company.  The rating was also placed on Rating Watch
Negative.  Capmark Financial Group is the parent of CMBS servicer
Capmark Finance Inc.  Due to the corporate rating downgrade, Fitch
has placed Capmark Finance Inc.'s CMBS servicer ratings on Rating
Watch Negative.

Fitch rates Capmark Finance Inc.:

  -- Primary Servicer 'CPS1-';
  -- Master Servicer 'CMS1-';
  -- Special Servicer 'CSS1'.

Fitch will continue to closely monitor the financial condition of
Capmark Financial Group and the operational performance of Capmark
Finance Inc. and will take ratings actions or provide further
commentary, as necessary.

As of Dec. 31, 2008, Capmark Finance Inc.'s total primary
servicing portfolio was comprised of 34,040 loans with an unpaid
principal balance of $250.8 billion, of which 17,659 loans
totaling $136.6 billion were commercial mortgage-backed
securities.  At that date Capmark was named master servicer on 295
CMBS transactions.  Also as of Dec. 31, 2008, Capmark was named
special servicer on 116 CMBS transactions with an outstanding
balance of $49.2 billion.  At that time, the company actively
specially serviced 150 CMBS loans totaling $1.07 billion, and
managed 43 CMBS real estate owned properties valued at
$267 million.

Fitch rates commercial mortgage primary, master, and special
servicers on a scale of 1 to 5, with 1 being the highest rating.


CAPMARK FINANCIAL: Moody's Downgrades Senior Ratings to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Capmark Financial Group Inc. to Ba2 from Baa3, and placed the
ratings under review for further possible downgrade.

This rating action was prompted by Capmark's announcement that it
expects to report an estimated pre-tax loss of $800 million for
4Q08.  As a result, Capmark's leverage should rise materially as
their expected loss represents approximately one-third of their
3Q08 book equity.  The company also announced that it is possible
that the net loss could be higher which would cause their leverage
ratio (as defined under its senior credit facility) to exceed its
maximum level.  Capmark is currently seeking modifications of its
senior credit facility, which includes the bridge loan maturing
March 23, 2009.

The real estate capital markets remain frozen and the resulting
downward pressure on Capmark's asset valuations and credit
migration is expected to continue.  Commercial property values
declined sharply in 2008 and are expected to continue falling over
the next 12 to 24 months.  Moody's expects Capmark's delinquencies
to continue to rise as the constrained capital markets hinder the
ability of borrowers to refinance maturing obligations.  Adding
further pressure, most of Capmark's loan portfolio was originated
during 2006 and 2007 -- a cyclical peak in real estate valuations.
As a result, Capmark's equity base could continue to erode in
2009.

Moody's ratings review will focus on the completed financial
results for 4Q08, Capmark's ability to obtain covenant relief from
its banks, its liquidity outlook in light of borrower refinancing
difficulties, its earnings outlook and the impact to its
franchise, and any parental support that may be required at
Capmark Bank over the near term.  Moody's noted that its review
could result in multiple notch downgrades, especially if the
company breaches its bank covenants.

Moody's indicated that a stable outlook would require Capmark to
manage through the market downturn, while demonstrating the
strength of its franchise and underwriting as measured by the
maintenance of current market share, and no more than a modest
increase in credit losses.  A downgrade would likely occur from
these events: (1) leverage rising above 10X as a result of further
losses, (2) liquidity becoming stressed as a result of material
declines in asset repayments or reduced capacity with its existing
funding sources, or (3) market share declines resulting in a
diminished franchise value, particularly in servicing and
origination businesses.  Any upward ratings momentum would be
difficult and predicated upon de-leveraging the company, through
debt reduction or equity contributions, a more laddered debt
maturity schedule, progress in reducing secured debt, and a
stabilization of commercial property fundamentals.

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

* Capmark Financial Group Inc. -- senior unsecured debt to Ba2
  from Baa3

Moody's last rating action with respect to Capmark Financial Group
was on October 15, 2008, when Moody's revised the rating outlook
to negative.

Capmark Financial Group Inc., formerly known as GMAC Commercial
Holding Corp., is an industry leader in the commercial real estate
finance, investments and services, with 55 offices worldwide.  It
is headquartered in Horsham, Pennsylvania, USA.

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


CEQUEL COMMUNICATIONS: Moody's Puts Pos. Outlook; Keeps B2 Rating
-----------------------------------------------------------------
Moody's Investors Service has revised Cequel Communications, LLC's
outlook to positive from stable and affirmed all other ratings.

The positive outlook reflects Moody's expectation that revenues
and margins will continue to increase over the rating horizon as
penetration of high speed data and telephony services grow
further, resulting in ongoing reduction of financial leverage to
more conservative levels over the next 12 -to-18 months.  In
addition, Moody's believes Cequel's just-closed amendment also
provides for opportunistic deleveraging via approved debt
repurchases that are likely to occur on a discounted basis, but
remains cautious given uncertainty surrounding the amount and
price of debt that may be retired.  Moody's does, however, note
that if successful tenders are effected for the maximum amount
permitted under terms of the amendment, then proforma leverage
(Moody's adjusted Debt-to-EBITDA, including the deemed debt-like
preferred stock of parent company Cequel Communications Holdings,
LLC) for the period ended December 31, 2008 would likely approach
the low 6x range, and lower on an annualized basis.  "The company
continues to perform at levels that are either consistent with or
ahead of prior expectations," noted Moody's Senior Vice President
Russell Solomon.  "Notwithstanding the ongoing challenges faced by
virtually all companies given very difficult macroeconomic
conditions, the cable TV industry continues to fare well -- on
both an absolute and certainly a comparative basis," added Mr.
Solomon.

The amendment to Cequel's credit facilities allows for the
repurchase of its first and/or second lien term loans via
permitted cash distributions through the restricted payment basket
(with a $150 million cap on total cash consideration) to Cequel
Communications Holdings I, LLC and an ongoing modified Dutch
Auction process, with any successful debt repurchases subsequently
assigned to Cequel for cancellation.  Notably, market conservatism
was evidenced in final negotiated terms as the Company must
continue to meet a proforma liquidity test (set at $200 million of
cash and/or revolver availability) at the time of any buyback and
the buyback window was limited to just 12 months, with originally
proposed sponsor tag-along rights being removed in the final
version and any redemption of PIK preferred stock at Cequel
Communications Holdings, LLC as still permitted triggering an
automatic termination of the buyback window.

These summarizes Moody's rating actions and current ratings:

Cequel Communications, LLC

  -- Corporate Family Rating -- Affirmed B2

  -- Probability of Default Rating -- Affirmed B2

  -- First Lien Credit Facilities -- Affirmed B1 (to LGD 3, 37%
     from LGD 3, 38%)

  -- Second Lien Credit Facilities -- Affirmed Caa1 (LGD 5, 89%)

The rating outlook has been revised to positive from stable.
The last rating action for Cequel was on March 20, 2007 when
Moody's affirmed the Company's B2 CFR and PDR.

Cequel Communications, LLC, headquartered in St. Louis, Missouri
and doing business as Suddenlink Communications, is a cable
operating company serving approximately 1.3 million video
customers.  The Company provides digital TV, high-speed Internet
and telephone service for the home and office and generated
revenues of approximately $1.4 billion for the fiscal year ended
December 31, 2008.


CHARYS HOLDING: Wins Confirmation of Chapter 11 Plan
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has affirmed that Charys Holding Co.'s Chapter 11 plan satisfies
the statutory requirements for confirmation under Section 1129 of
the Bankruptcy Code.

According to Bloomberg's Bill Rochelle, the Court-confirmed plan
gives the convertible noteholders 94% of the new stock, plus $20
million in secured notes maturing in four years and paying 15%
interest, for a recovery estimated at 32.5%. Unsecured creditors
with $107 million in claims participate in collections by a
liquidating trust and are expected to see nothing to 15%.
Subordinated claims are wiped out along with existing
stockholders.

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

A full-text copy of the First Amended Joint Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?37e8

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?37e9

                       About Charys Holding

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

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


CITY OF LA VERNE: S&P Affirms 'BB' Rating; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
rating and negative outlook on the City of La Verne, California's
$45.51 million of debt, issued for Brethren Hillcrest Homes.

Standard & Poor's based its rating affirmation and continuing
negative outlook on its view of the recent improvement in
management, firmer demand, and 2.0x adjusted debt service coverage
for fiscal year ended June 30, 2008, which S&P deems adequate.  In
S&P's opinion, these credit strengths are offset by a weak balance
sheet with high leverage and very modest liquidity.  Also
contributing to the negative outlook is the current severe
recession that S&P believes is making Hillcrest's turnaround plans
more difficult to implement in a timely manner.

Management recently initiated a corrective action plan that
included staff reductions and other means of boosting revenue and
reducing cost to preserve and enhance cash flow and liquidity.
Management also expects a stronger second half of fiscal 2009 and
the full-year budget demonstrates a slightly better than breakeven
year with further improvement expected in 2010.

The outlook remains negative due to the ongoing liquidity pressure
Hillcrest faces, despite recent indications that demand is firming
up a bit and cash flow is improving because of the positive
actions being taken by the new management team.

"Any consideration of a higher rating would be predicated upon
attainment of firmer occupancy levels, stabilization of financial
results, and improved liquidity," said Standard & Poor's credit
analyst Kenneth Rodgers.  "A lower rating is possible, in S&P's
opinion, if losses escalate and cash declines from present levels
or if debt increases materially, although S&P does not expect the
latter to occur," said Mr. Rodgers.

Hillcrest operates a continuing-care retirement facility that
currently has 232 independent-living units, 72 assisted-living
units (including a 24-bed dementia facility), and 74 skilled-
nursing-facility beds (although it is licensed for 79).  The
campus is located on 53 acres in La Verne, California
approximately 30 miles east of Los Angeles.


CITIGROUP INC: Gov't Grants Another Bailout in Exchange for Stake
-----------------------------------------------------------------
David Enrich and Deborah Solomon at The Wall Street Journal report
that the U.S. government will give Citigroup Inc. another bailout
in exchange for as much as 36% stake in the bank.

Citigroup will issue common stock in exchange for preferred
securities, which will substantially increase its tangible common
equity (TCE) without any additional U.S. government investment.
The transaction is intended to build Citigroup's TCE to a level
that removes uncertainty and restores investor confidence in the
company.

Citigroup will offer to exchange common stock for up to
$27.5 billion of its existing preferred securities and trust
preferred securities at a conversion price of $3.25 a share.  The
U.S. government will match this exchange up to a maximum of
$25 billion face value of its preferred stock at the same
conversion price..

Mr. Pandit said, "This securities exchange has one goal -- to
increase our tangible common equity.  While we believe Tier 1
capital remains the most important measure of the financial
strength of banks, we recognize that the markets also view
Tangible Common Equity as an important measure.  This transaction
-- which requires no additional investment from U.S. taxpayers --
does not change Citi's strategy, operations or governance.  Our
clients and partners will not be affected and will continue to
receive the high level of service they expect from Citigroup
around the world."

This transaction could increase the TCE of the company from the
fourth quarter level of $29.7 billion to as much as $81 billion,
which assumes the exchange of $27.5 billion of preferred
securities, the maximum eligible under this transaction.
Citigroup's Tier 1 capital ratio is 11.9 percent as of
December 31, 2008, and is among the highest of major banks.  This
ratio is not affected by this transaction.

Based on the maximum eligible conversion, the U.S. government
would own approximately 36% of Citigroup's outstanding common
stock and existing shareholders would own approximately 26% of the
outstanding shares.  All investors' new stakes will be determined
following the exchange.

Citigroup will offer to exchange:

     -- Interim securities and warrants for privately held
        convertible preferred securities;

     -- Interim securities and warrants for U.S. government-held
        Preferred securities; and

     -- Common stock for publicly held convertible and non-
        convertible preferred securities.

The interim securities will convert to common stock, subject to
shareholder authorization of the additional common stock needed
for the transaction.  The interim securities are common stock
equivalent.  The warrants entitle the holders to purchase shares
of Citigroup common stock at $0.01 a share if such shareholder
authorization is not obtained.  If shareholder authorization is
not received, the interim securities will pay a 9% dividend that
will increase quarterly.

The non-U.S. government exchange will accommodate all preferred
stock holders other than trust preferred holders.  The Government
of Singapore Investment Corporation (GIC), HRH Prince Alwaleed Bin
Talal Bin Abdulaziz Alsaud, Capital Research Global Investors,
Capital World Investors and other investors have said they will
participate in the exchange.  Depending upon the participation
rate in the exchange, holders of Trust Preferred Securities
(TruPs) and Enhanced Trust Preferred Securities (ETruPs) may also
be eligible to participate.

The U.S. government will exchange the portion of its existing
preferred securities that is not exchanged for common shares into
new trust preferred securities.  These securities will carry an
annual coupon of 8 percent.

In connection with the transactions, Citigroup will suspend
dividends on its preferred shares.  As a result, the common stock
dividend also will be suspended.  The company will continue to pay
the distribution on its Trust Preferred Securities and Enhanced
Trust Preferred Securities at the current rates.

  OVERVIEW OF CITIGROUP TRANSACTION TO REALIGN CAPITAL STRUCTURE
             U.S. Government Preferred Stock Exchange

  _____________________________________________________________
Target Securities               -- TARP Series H
                                   Preferred Stock
                                   ($25 billion) issued on
                                   October 28, 2008
_____________________________________________________________
Amount Exchanged                -- Amount exchanged will equal
                                   the amount of preferred
                                   stock of private and public
                                   holders and trust preferred
                                     securities exchanged, up to
                                     $25 billion
_____________________________________________________________
  Exchange Price                    -- $3.25/share at par
_____________________________________________________________
  U.S. Treasury Receives            -- Interim securities and
  _____________________________________________________________
Remaining Preferreds            -- All outstanding preferred
                                   stock not exchanged for the
                                   interim securities will be
                                   exchanged for trust
                                   preferred securities with a
                                   coupon of 8%
  _____________________________________________________________
Non-target Securities           -- TARP Series I Preferred
                                   Stock ($20 billion) issued
                                   on December 31, 2008, and
                                   Series G ($7 billion) will
                                   each convert into separate
                                   trust preferred securities
                                   with a coupon of 8%

  _____________________________________________________________
  Privately Placed Convertible Preferred Stock Exchange
  _____________________________________________________________
Target Securities               -- Private convertible
                                   preferred stock (series A1,
                                   B1, C1, D1, J1, K1, L2, N1)
                                   initially issued on
                                   January 23, 2008
  _____________________________________________________________
  Amount Exchanged                -- Target $12.5 billion
  _____________________________________________________________
  Exchange Price                  -- $3.25/share at par
  _____________________________________________________________
Investors Receive               -- Interim securities and
                                   warrants
  _____________________________________________________________
Remaining Preferreds            -- Dividends on outstanding
                                   Preferred stock not
                                   exchanged will be suspended
  _____________________________________________________________
  Publicly Issued Straight and Convertible Preferred Stock and
Trust Preferred Securities Exchange
  _____________________________________________________________
  Target Securities               -- Public preferred stock
                                   (series AA, E, F) issued in
                                   January, April and May 2008

                                  -- Public convertible preferred
                                    (series T) issued in January
                                    2008

                                  -- Enhanced Trust Preferred
                                     Securities

                                  -- Trust Preferred Securities
  _____________________________________________________________
  Amount                          -- Target $14.9 billion
  _____________________________________________________________
Exchange Price                  -- $3.25/share at premium to
                                   market
  _____________________________________________________________
  Investors Receive               -- Common stock
  _____________________________________________________________
Remaining Preferreds            -- Dividends on outstanding
                                   Preferred stock not
                                   exchanged will be suspended
  _____________________________________________________________
                                  -- eTruPS and TruPS
                                     Distributions remain
                                     unchanged
  _____________________________________________________________
  Other Terms
  _____________________________________________________________
Maximum Exchange Amount         -- Total of $27.5 billion of
                                   Privately placed and
                                   publicly issued preferred
                                     stock, and trust preferred
                                     securities
  _____________________________________________________________
Exchange Eligibility            -- The exchange will
                                   Accommodate private and
                                   public preferred stock

                                  -- Depending upon the
                                     Participation rate in the
                                     exchange, TruPS and eTruPS
                                     may also be eligible to
                                     participate
  _____________________________________________________________
  Interim Securities and Warrants
  _____________________________________________________________
  Securities                      -- Common equivalent securities
                                     mandatorily convertible into
                                     common stock on a one-for-
                                     one basis upon stockholder
                                     vote
  _____________________________________________________________
Warrants                        -- Warrants to acquire up to
                                   790 million shares of common
                                   stock at $0.01/share
  _____________________________________________________________
  Stockholder Vote
  _____________________________________________________________
  Interim Securities and Warrants -- No vote is required for the
Issuance                           issuance of interim
                                   securities and warrants
  _____________________________________________________________
Authorized Common Stock         -- Vote required for charter
                                   Amendment to increase
                                   authorized common stock to
                                     permit conversion of interim
                                     securities into common stock
  _____________________________________________________________
If Vote Passes                  -- Interim securities convert
                                   into common stock

                                  -- Warrants are cancelled
  _____________________________________________________________
If Vote Fails                   -- Interim securities receive
                                   Greater of dividend on
                                   common or dividend of 9%,
                                   which increases by 200 basis
                                     points every quarter until
                                     it reaches 19%

                                  -- Warrants become exercisable
                                     at any time
  _____________________________________________________________

Citigroup executives said that the Treasury Department and other
banking regulators didn't try to squeeze new concessions from the
bank, WSJ relates.  Citigroup wasn't pushed to make more loans,
rein in foreclosures or restrict executive pay beyond previously
agreed or required levels, WSJ says, citing Citigroup executives.
WSJ relates that the government has also decided not to oust
Citigroup CEO Vikram Pandit, partly due to a lack of strong
potential successors.  The report states that Treasury Secretary
Timothy Geithner and other government officials discussed over the
past several days whether to require the removal Mr. Pandit.

Richard Parsons, Chairperson of the Citigroup Board said, "On
January 16, 2009, I announced on behalf of the Board of Directors
that we had determined to 'reconstitute the board... as quickly as
possible.'  I am pleased to announce today the next step in
reconstituting the Board: the Board unanimously decided to have a
majority of new independent directors as soon as feasible.  The
Board presently has 15 directors, three of whom have announced
that they will not be standing for election at the April Annual
Meeting and two of whom will reach retirement age by the time of
the Meeting.  We are actively conducting a search and expect to
announce several new directors shortly."

        Fourth Quarter Goodwill Impairment of $9.6 Billion

Citigroup recorded a pre-tax goodwill impairment charge of
approximately $9.6 billion ($8.7 billion after-tax) in the fourth
quarter of 2008.  Citigroup had previously announced in its fourth
quarter earnings press release (January 16, 2009) that it was
continuing to review its goodwill to determine whether a goodwill
impairment had occurred as of December 31, 2008, and this charge
is the result of that review and testing.  The goodwill impairment
charge was recorded in North America Consumer Banking, Latin
America Consumer Banking, and EMEA Consumer Banking, and resulted
in a write-off of the entire amount of goodwill allocated to those
reporting units.  The charge does not result in a cash outflow or
negatively affect the Tier 1 or Total Regulatory Capital ratios,
Tangible Common Equity or Citigroup's liquidity position as of
December 31, 2008.

In addition, Citigroup recorded a $374 million pre-tax charge
($242 million after-tax) to reflect further impairment evident in
the intangible asset related to Nikko Asset Management at December
31, 2008.

The primary cause for both the goodwill and the intangible asset
impairments mentioned above was the rapid deterioration in the
financial markets, as well as in the global economic outlook
generally, particularly during the period beginning mid-November
through year-end 2008.  This deterioration further weakened the
near term prospects for the financial services industry.

Giving effect to these charges, Net Income (Loss) from Continuing
Operations for 2008 was $(32.1) billion and Net Income (Loss) was
$(27.7) billion, resulting in Diluted Earnings per Share of
$(6.42) and $(5.59) respectively.

                       About Citigroup

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

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


CITIGROUP INC: Treasury to Participate in Exchange Offering
-----------------------------------------------------------
Citigroup is planning to strengthen its capital structure through
conversion of a significant portion of its preferred securities to
common equity in a series of exchange offers.  Citigroup requested
that the Treasury participate in this exchange offer by converting
a portion of its preferred security to common equity alongside the
other preferred holders.

The Treasury said in a statement that it is willing to participate
in this arrangement to the extent Citigroup is able to reach
agreement with its other preferred holders, under the following
conditions:

    * Treasury would convert its security to match dollar for
      dollar the private preferred exchanges.

    * Treasury would convert up to the $25 billion of preferred
      stock issued under the Capital Purchase Program.  Remaining
      Treasury and FDIC preferred issued under the Targeted
      Investment Program and Asset Guarantee Program would be
      converted into a trust preferred security of greater
      structural seniority that would carry the same 8% cash
      dividend rate as the existing issue.

    * Treasury will receive the most favorable terms and price
      offered to any other preferred holder through this exchange.

This transaction does not increase the amount of Treasury's
investment in Citigroup.

Separately, the Chairman of the Board of Citigroup has informed us
that the Company will be altering the Board of Directors so that a
majority of the Board will be comprised of new independent
directors as soon as feasible.

Citigroup will be taking part, alongside other banks with over
$100 billion in assets, in the forward-looking supervisory
assessment process announced on February 25, 2009 as part of the
Treasury Capital Assistance Program.  In connection with this
program, Citigroup will be allowed to apply for additional
Mandatory Convertible Preferred securities or request conversion
of the remaining preferred held by Treasury into these securities,
consistent with the terms of the program.

                      About Citigroup

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

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


CONSECO INC: S&P Junks Local Currency Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on 10 groups of
U.S. life insurers and its counterparty credit ratings on seven
U.S. life insurance holding companies.  Standard & Poor's also
said that it placed its ratings on two groups of U.S. life
insurers, one of which was also downgraded, on CreditWatch with
negative implications.  At the same time, Standard & Poor's
revised its outlook on an additional U.S. life insurer to negative
from stable.  In addition, S&P affirmed its ratings on two U.S.
life insurers.

In response to the extreme pressures in the global economy, S&P
recently published criteria that outlined the incremental stress
analysis S&P is now applying to U.S. insurers' bond holdings,
commercial mortgages, and commercial mortgage-backed securities
when S&P assess these companies' capital adequacy.  The rating
actions primarily reflect the incorporation of these incremental
asset stress factors into S&P's capital adequacy analysis as well
as the effects of severe equity market declines and volatility on
earnings and capital adequacy.  S&P expects that the effect of
these factors will challenge life companies' competitive strengths
and ability to generate profitable business.  Over the past few
weeks, S&P also took rating actions on several other life
companies because of related issues.

Within S&P's existing capital-adequacy analysis, S&P previously
considered the effects of each firm's statutory impairments on
fixed-income assets.  The insurers affected by the rating actions
had operating earnings -- on both U.S. GAAP and statutory bases --
that fell short of S&P's expectations and showed increased
volatility.  The depressed equity markets have driven the lower
level of operating earnings, resulting in lower asset-based fees,
higher costs associated with guaranteed benefits, increased write-
offs of deferred acquisition costs (GAAP only), and reduced net
investment income.  In addition, the rating actions took into
account the specific financial flexibility characteristics of each
firm and their respective costs of capital given the financial
markets.

Given the disarray in the credit and capital markets, most
insurers' financial flexibility has decreased in the past six
months.  The ability to access the markets varies by company and
from day to day.  The market dislocations are hampering two areas
that S&P views as particularly important to financial flexibility:
liquidity and access to the capital markets.  The systemic concern
regarding counterparty risk is generally heightened for financial
firms.  In addition, a lack of liquid markets for many securities
has depressed overall access to liquidity for many corporations
and financial institutions.  The rating actions S&P took have
incorporated these concerns.

The pressures within the life sector have been building.  In
October 2008, S&P revised its outlook on the U.S. life insurance
industry to negative from stable based on poor financial market
conditions and the likelihood of a prolonged period of weaker-
than-expected economic conditions.  The outlook remains negative.
Since October 2008, macroeconomic factors have continued to
weaken, as the U.S. is in the midst of perhaps its longest
recession in a generation, and S&P's economists believe it is just
entering its most difficult phase.  S&P's baseline economic
forecast is for a deep and long recession, with a sluggish
recovery beginning in mid-2009.  Standard & Poor's economists are
also forecasting negative GDP growth in the first half of 2009
after declines in the second half of 2008, for a total peak-to-
trough decline of 3%.  The dramatic rise in the expected level of
corporate defaults reflects S&P's opinion of the weak credit
profiles of many corporations going into this period of economic
contraction.  Given these difficult economic conditions, S&P
believes that life insurers' bond holdings, commercial mortgages,
and commercial mortgage-backed securities could experience
unprecedented stress in the next 12-18 months.

Although the rating actions reflect S&P's opinion of a general
decline in the overall creditworthiness of the U.S. life insurance
sector, S&P continues to believe the credit fundamentals of the
life insurance industry are strong.  S&P believes the U.S. life
insurance sector remains well capitalized (even considering the
incremental asset stress factors), maintains solid businesses,
produces strong (albeit lower than historical) earnings, and
maintains strong liquidity.  The strong liquidity is paramount to
S&P's opinion in determining the level of mark-to-market losses in
an insurer's asset portfolio.  S&P believes that strong liquidity
and an insurer's willingness and ability to hold portfolio
investments to maturity should provide the necessary bridge for
insurers to get beyond the current distressed fixed-income
markets.  Nonetheless, S&P's capital adequacy analysis now
quantitatively considers the projected economic losses on certain
assets.

Although short-term financial pressures are acute, S&P believes
the industry's long-term fundamental strengths remain intact.  In
S&P's view, the life insurance sector remains well positioned to
capture the opportunities in the retirement market.  The sector
also benefits -- more so than many other financial sectors -- from
effective asset/liability management techniques, though current
market conditions challenge the rigor of such initiatives.  The
recent market dislocations, in S&P's view, have challenged all
enterprise risk management programs.  Given the volatile equity
market movements, S&P expects insurers with larger proportions of
equity-related risks to improve their existing ERM programs and
increase product pricing in new products.

Despite the unfavorable market, S&P believes the life insurance
industry is generally well positioned to meet its funding
requirements.  Companies are maintaining excess liquidity in these
uncertain times.  So far, financial leverage and coverage ratios
are within tolerances for the ratings, and most have modest
amounts of debt coming due in the second half of 2009 and into
2010.

S&P applied the incremental stress analysis to bond holdings,
commercial mortgage, and CMBS because these assets generally
constitute, in aggregate, approximately 80% of U.S. life insurers'
invested assets.  Importantly, although S&P is not changing S&P's
baseline insurance risk-based capital adequacy model, S&P is
applying incremental stresses for these asset classes across all
confidence levels during this difficult economic period.  S&P is
applying the incremental stress factors in a manner that is
consistent with the approach taken in S&P's existing risk-based
capital adequacy model.  The incremental stresses that S&P is
introducing seek to determine the amount of capital that an
insurer would need to cover the calculated losses in the current
economic environment at varying confidence intervals commensurate
with ratings categories.  S&P will continue to monitor, and
possibly revise, the underlying assumptions to maintain their
relevance as the events driving the credit cycle evolve.

The capital adequacy outcome from the model, as well as from any
stress analysis, is only a starting point for S&P's analysis of
the overall capital adequacy of insurers.  S&P typically apply
qualitative and quantitative considerations as warranted to derive
a more complete picture of an insurer's capital position.
Similarly, S&P generally base its ratings on a broad-based
analysis of an insurer's credit quality.  Strengths or weaknesses
in other key areas -- such as a company's competitive position,
management and strategy, investment risk, liquidity risk,
operating performance, enterprise risk management, and financial
flexibility -- could in some cases more than offset relative
strength or weakness in capital adequacy. In addition to the asset
stress factors, the rating actions reflect a general overall
decline in these major rating factors.  S&P views these areas of
analysis as being interconnected, and their importance and
influence on a rating will differ depending on company-specific
circumstances.

S&P provides ratings on insurance companies in many parts of the
world, and in the process, S&P encounter many different accounting
frameworks.  S&P's capital model is designed under a globally
consistent framework by incorporating regional factors unique to a
local market.  It is an ongoing objective of Standard & Poor's to
normalize the resulting capital measures on a basis that is
consistent with U.S. statutory or GAAP/International Financial
Reporting Standards accounting.  For example, and subject to
analytical judgment, S&P generally will not apply incremental
stresses to the baseline insurance risk-based capital model when
current values are reported on a marked-to-market basis because
the figures already reflect the sharp declines in fair value,
which in some cases exceed S&P's expectations.

S&P could expand its analysis to include additional asset classes
as the market conditions continue to evolve, updated information
becomes available, and material losses emerge.

Standard & Poor's will hold discussions with the companies with
ratings on CreditWatch and maintain active surveillance of
companies with negative outlooks to determine if any downgrades
are warranted.  S&P will also continue to evaluate the entire
industry to determine which companies are susceptible to rapid and
sustained change in stock or bond valuations and the overall
impact on any such change on S&P's view of their financial
flexibility.  Given the current environment, S&P also could
develop other incremental stress tests, such as assessing the
potential impact of policyholder behavior in guaranteed annuity
contracts, which could also affect ratings.  In all cases, if
actual experience is better than stress-test expectations,
subsequent favorable rating actions could result.

S&P has focused on U.S. life insurers in these rating actions, as
a recent review of all U.S. insurers and the application of the
enhanced criteria on the incremental asset stress factors reflects
minimal capital adequacy impact to U.S. property/casualty and
health insurers.  In reviewing the initial results of the
incremental stress analysis for these insurance sectors, S&P
believes at this time that rating changes are unlikely in the
immediate future.

                       Summary Ratings List

                         Americo Life Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBB-/Watch Neg/--  BBB-
/Stable/--

              Americo Financial Life & Annuity Insurance Co.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Watch Neg/--    A-
/Stable/--
Financial Strength Rating
  Local Currency                        A-/Watch Neg/--    A-
/Stable/--

                               Conseco Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        CCC/Negative/--
B+/Negative/--

            Conseco Inc.'s Core Insurance Operating Companies

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       BB-/Negative/--
BB+/Negative/--
Financial Strength Rating
  Local Currency                       BB-/Negative/--
BB+/Negative/--

                         Genworth Financial Inc.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       BBB/Negative/A-2   A-
/Negative/A-2

      Genworth Financial Inc.'s Core Insurance Operating
Companies*

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A/Stable/--        AA-
/Negative/--
Financial Strength Rating
  Local Currency                       A/Stable/--        AA-
/Negative/--

        * Some operating companies have 'A-1' short-term ratings.

                   Hartford Financial Services Group Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BBB+/Watch Neg/A-2 A-/Watch
Neg/A-2

         Hartford Financial Services Group Inc.'s Core Insurance
                           Operating Companies*

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      A+/Watch Neg/--    AA-/Watch
Neg/--
Financial Strength Rating
  Local Currency                      A+/Watch Neg/--    AA-/Watch
Neg/--

        * Some operating companies have 'A-1' short-term ratings.

                          Lincoln National Corp.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Stable/A-2
A+/Negative/A-1

        Lincoln Nation Corp.'s Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--

                              MetLife Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/A-2
A/Stable/A-1

            MetLife Inc.'s Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--

       * Some operating companies have 'A-1+' short-term ratings.

                   Midland National Life Insurance Co.
             North American Co. for Life & Health Insurance

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A+/Stable/--       AA-
/Negative/--
Financial Strength Rating
  Local Currency                       A+/Stable/--       AA-
/Negative/--

                            Pacific LifeCorp

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/--
A/Stable/--

          Pacific LifeCorp's Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--

                          Protective Life Corp.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Stable/--
A/Stable/--

       Protective Life Corp.'s Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--

                        Prudential Financial Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A/Stable/A-1
A/Negative/A-1

          Prudential Financial Inc.'s Core Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Negative/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Negative/--

        * Some operating companies have 'A-1+' short-term ratings.

                 Security Mutual Life Insurance Co. of NY

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/--
A+/Negative/--
Financial Strength Rating
  Local Currency                        A-/Negative/--
A+/Negative/--

                         Symetra Financial Corp.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBB/Negative/--
BBB/Stable/--

           Symetra Financial Corp.'s Core Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A/Negative/--
A/Stable/--
Financial Strength Rating
  Local Currency                        A/Negative/--
A/Stable/--

                            Ratings Affirmed

                   Ohio National Financial Services Inc.

           Counterparty Credit Rating
            Local Currency                        A/Stable/--

    Ohio National Financial Services Inc.'s Core Operating
Companies

           Counterparty Credit Rating
            Local Currency                        AA/Stable/--
           Financial Strength Rating
            Local Currency                        AA/Stable/--

                    OneAmerica Financial Partners Inc.

           Counterparty Credit Rating
            Local Currency                        A-/Stable/--

                    American United Life Insurance Co.

           Counterparty Credit Rating
            Local Currency                        AA-/Stable/--
           Financial Strength Rating
            Local Currency                        AA-/Stable/--

          State Life Insurance Co.

           Financial Strength Rating
            Local Currency                        AA-/Stable/--

          Other Recent Rating Actions Because Of Related Issues

                                AEGON N.V.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                      A+/WatchNeg/A-1
A+/Negative/A-1

             AEGON N.V.'s Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA/WatchNeg/--
AA/Negative/--
Financial Strength Rating
  Local Currency                       AA/WatchNeg/--
AA/Negative/--

        * Some operating companies have 'A-1+' short-term ratings.

                               AFLAC Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/WatchNeg/--
A/Stable/--

             AFLAC Inc.'s Core Insurance Operating Companies

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/WatchNeg/--
AA/Stable/--
Financial Strength Rating
  Local Currency                       AA-/WatchNeg/--
AA/Stable/--

                            AXA Financial Inc

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A+/Negative/--
A+/Stable/--

                AXA's Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA/Negative/-
AA/Stable/--
Financial Strength Rating
  Local Currency                       AA/Negative/-
AA/Stable/--

       * Some operating companies have 'A-1+' short-term ratings.

                        FBL Financial Group Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BBB-/Negative/--
BBB/WatchNeg/--

      FBL Financial Group Inc.'s Core Insurance Operating
Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--
Financial Strength Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--

                            Manulife Financial

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/Stable/--
AA/Negative/--

               Manulife Core Insurance Operating Companies

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      AA+/Stable/--
AAA/Negative/--
Financial Strength Rating
  Local Currency                      AA+/Stable/--
AAA/Negative/--

                            Phoenix Cos. Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BB+/WatchNeg/--
BB+/Negative/--

         Phoenix Cos. Inc.'s Core Insurance Operating Companies

                                     To                 From
                                     --                 ----
Counterparty Credit Rating
  Local Currency                     BBB+/WatchNeg/--
BBB+/Negative/--
Financial Strength Rating
  Local Currency                     BBB+/WatchNeg/--
BBB+/Negative/--

                     Principal Financial Group Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--

    Principal Life Insurance Co.'s Core Insurance Operating
Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/Negative/--
AA/WatchNeg/--
Financial Strength Rating
  Local Currency                       AA-/Negative/--
AA/WatchNeg/--

       * Some operating companies have 'A-1+' short-term ratings.

                   Security Benefit Life Insurance Co.

                                     To                 From
                                     --                 ----
Counterparty Credit Rating
  Local Currency                     BB/Negative/--
BBB+/Negative/--
Financial Strength Rating
  Local Currency                     BB/Negative/--
BBB+/Negative/--

                            SunLife Financial

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      AA-/Watch Neg/A-1+  AA-
/Stable/A-1+

              Sun Life's Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA+/WatchNeg/--
AA+/Stable/--
Financial Strength Rating
  Local Currency                       AA+/WatchNeg/--
AA+/Stable/--

    * Some operating companies have 'A-1+' short-term ratings.


DANA CORP: Bank Loan Continues Slide; Trades at Near 70% Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Dana Corporation
is a borrower traded in the secondary market at 30.43 cents-on-
the-dollar during the week ended February 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.97 percentage points
-- at 33.40 cents-on-the-dollar -- from the previous week, the
Journal relates.

The loan matures January 31, 2015.  Dana pays 375 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B3 rating and Standard & Poor's B+ rating.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Investors avoided TRW Automotive and Visteon Corp. bank debt.
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar, a drop of 7.13 percentage points -- at 64.33 cents-on-the-
dollar -- from the previous week.  TRW Automotive pays 150 basis
points to borrow under the facility.  The bank loan carries
Moody's Ba1 rating and Standard & Poor's BBB- rating.

Visteon Corp. bank debt continued its slide, trading in the
secondary market at 17.71 cents-on-the-dollar during the week
ended February 27, 2009.  This represents a drop of 2.50
percentage points -- at 20.21 cents-on-the-dollar -- from the
previous week.  The loan matures May 30, 2013.  Visteon pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B- rating.

Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 34.57 cents-on-the-
dollar.  This represents a drop of 3.99 percentage points -- at
38.56 cents-on-the-dollar -- from the previous week.  The loan
matures March 29, 2012.  Lear pays 250 basis points above LIBOR to
borrow under the facility.  The bank loan is not rated.

Syndicated loan of Avis Budget Car Rental LLC traded in the
secondary market at 37.80 cents-on-the-dollar, a drop of 3.92
percentage points from the previous week.  The loan matures
April 1, 2012.  Avis Budget pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba3
rating and Standard & Poor's B rating.

Hertz Corporation bank debt traded in the secondary market at
65.85 cents-on-the-dollar, a decrease of 2.37 percentage points
from the previous week.  The loan matures on December 21, 2012.
Hertz pays 150 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

                 About Dana Holding Corporation

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

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

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

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

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

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

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

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

                         *     *     *

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

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


DELPHI CORP: GM Not Sure on Former Unit's Ability to Get Exit Loan
------------------------------------------------------------------
In its viability plan submitted to the Treasury on February 17,
General Motors Corp. included the outcome of Delphi's bankruptcy
proceedings among "key risks [that] threaten full implementation
and require close attention [of the plan]".

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional $16.6 billion on top of $13.4 billion already loaned by
the government to GM.

The Viability Plan includes near-term liquidity support and other
commitments to its former unit, Delphi, based on current
agreements between the parties.  In addition, GM said that its
plan contemplates the purchase of certain sites from Delphi that
represent an important source of supply for GM and potential
incremental liquidity support as part of reaching an agreement
with Delphi on this purchase.

According to GM, Delphi is also seeking to address its underfunded
pension plans and to secure exit financing to successfully emerge
from bankruptcy.  GM said that based on current agreements with
Delphi, it is required to absorb the remaining hourly pension plan
only under certain conditions, which are not currently expected to
be met.

GM, however, noted that that it has no obligation to absorb
Delphi`s salaried pension plan.  "As such, the Federal loan
support outlined in the Company's revised Plan does not
contemplate the transfer of either the hourly or salaried pension
plans to GM. Delphi is unlikely to be able to support these
underfunded pension plans going forward and may need to terminate
these plans, which would impact the PBGC."

In addition, a portion of Delphi's exit funding needs would be
satisfied through the proceeds stemming from the sale of sites to
GM, the automaker said.  "However, given current capital market
environments, it is uncertain whether Delphi will be able
to raise the balance of the funding necessary to exit bankruptcy.

If Delphi is unsuccessful in addressing its underfunded pension
plans and raising exit financing, it would represent a significant
risk to its revised Plan, GM said.  "In this event, the Company
would consider alternative strategies, including utilizing other
sources of supply, albeit requiring some lead time to accomplish."

              Delphi's April 2 Deadline to File Plan

Delphi filed for bankruptcy protection in October 2005, filed its
proposed plan of reorganization in September 2007, and obtained
confirmation of the amended version of that Plan in January 2008.
The Plan, however, was not consummated after a group led by
Appaloosa Management, L.P., backed out from their proposal to
provide $2,550,000,000 in equity financing to Delphi.

Delphi, on October 3, filed a modified Plan that did not require
funding by Appaloosa, but required more support from General
Motors.  Delphi, however, failed to move forward with that plan
after failing to arrange adequate exit debt financing.

Delphi had obtained extensions of the maturity date of its
$4.35-billion debtor-in-possession financing due to delays in its
exit from bankruptcy.  When the DIP facility couldn't be extended
past December 31, Delphi reached an accommodation agreement with
lenders under its two most senior tranches of its three-tier DIP
facility.  The lenders, which have allowed Delphi to retain drawn
proceeds from the loan despite the expiration of the DIP facility
in December 2008, have required Delphi to submit a reorganization
plan by April 2, 2009.  Delphi is required to obtain Court
approval of the disclosure statement to the April 2 plan not later
than May 2, 2009.  The Accommodation Agreement expires June 30,
2009, but could be terminated earlier, on May 5, 2009, if the
milestones are not achieved.

                       About General Motors

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

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

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

                        *     *     *

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

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

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

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

                      About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which did not require funding by Appaloosa, but
required more support from General Motors.  Delphi, however,
failed to move forward with that plan after failing to arrange
exit debt financing.

Delphi has reached an accommodation agreement with certain lenders
of its $4.35-billion debtor-in-possession financing.  The lenders,
which have allowed Delphi to retain drawn proceeds despite the
expiration of the DIP facility in December 2008, have required
Delphi to submit a reorganization plan by April 2, 2009.

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


DELPHI CORP: Gets SEC Nod to Seal Some Terms of GM MRA Until 2015
-----------------------------------------------------------------
Delphi Corp. obtained approval from the Securities and Exchange
Commission of its request for confidential treatment of
information it excluded from an exhibit to its third quarter 2008
results on Form 10-Q that it filed on November 10, 2008.

Based on representations by Delphi that the excluded items from
the exhibit qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the SEC's Division of Corporation Finance has
determined not to publicly disclose them.  The SEC's order said
that the excluded information from "Exhibit 10(f)" will not be
released through December 31, 2015.

The Exhibit 10(f) is a copy of the Amended and Restated Master
Restructuring Agreement dated September 12, 2008, between Delphi
and its former parent General Motors Corp.

The MRA is one of two comprehensive settlement agreements reached
with GM that Delphi filed together with its proposed plan of
reorganization, the original version of which was filed in
September 2007.  The MRA governs certain aspects of Delphi and
GM's commercial relationship following Delphi's emergence from
Chapter 11.  The MRA addresses, among other things, the scope of
GM's existing and future business awards to Delphi and related
pricing agreements and sourcing arrangements, GM commitments with
respect to reimbursement of specified ongoing labor costs, the
disposition of certain Delphi facilities, and the treatment of
existing agreements between Delphi and GM.  The other agreement,
the Global Settlement Agreement, resolves outstanding issues among
Delphi and GM that have arisen or may arise before Delphi's
emergence from Chapter 11, including, commitments regarding OPEB
and pension obligations, other GM contributions with respect to
labor matters, releases, and claims treatment.  In September 2008,
due to delays in implementing its Bankruptcy Court-confirmed plan
of reorganization, Delphi sought amendments to the GSA and MRA to
authorized those agreements to be effective independent of and in
advance of the effective date of the company's POR.  At the time
it sought the amendments, Delphi said it will receive support from
GM valued at $10.6 billion.

Items from the MRA that were omitted because they were
confidential include:

   * The terms of an access agreement which (i) grants GM, under
     certain circumstances, access to Delphi's facilities, and
     (ii) takes effect after Delphi's emergence from bankruptcy
     (the omitted items include the period of the agreement and
     the events that would trigger right of access);

   * The net separation costs ($75 million less the amounts the
     buyer agrees to pay) incurred by Delphi as a result of the
     sale of its global interiors businesses, global steering
     business and Sandusky business,

   * Outstanding GM purchase orders, and recently awarded business
     by GM to Delphi,

   * A four-page spreadsheet on contract extensions,

   * Changes in manufacturing location in respect of various
     product lines,

   * Form of monthly invoice for the aggregate amount of the
     applicable cash burn percentage of production cash burn
     incurred at all "support facilities."  The table provides for
     certain reimbursement amounts for the cash burn, which is
     defined as the sum specified cash expenditures by Delphi less
     net sales at each support facility.  A portion in the MRA
     provides that for the purposes of determining Production Cash
     Burn, overhead will be deemed to be a fixed 2.25% of net
     sales for all Support Facilities except for the Flint East
     Facility, the Sandusky Facility, the Saginaw Steering
     Facility, the Adrian Facility, and the Athens Facility where
     overhead will be deemed to be 5.0% of net sales.

   * Letter from Bill Hurles, of GM, to Jeff Paprocki, of Delphi,
     dated February 1, 2007, under which both parties have agreed
     to work together to minimize excess and obsolete materials
     with respect to the Support Facilities, and

   * the GM intellectual property proposal.

A copy of the MRA on Exhibit 10(f) is available at:

         http://researcharchives.com/t/s?39f5

                      About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which did not require funding by Appaloosa, but
required more support from General Motors.  Delphi, however,
failed to move forward with that plan after failing to arrange
exit debt financing.

Delphi has reached an accommodation agreement with certain lenders
of its $4.35-billion debtor-in-possession financing.  The lenders,
which have allowed Delphi to retain drawn proceeds despite the
expiration of the DIP facility in December 2008, have required
Delphi to submit a reorganization plan by April 2, 2009.

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

                       About General Motors

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

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

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

                        *     *     *

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

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

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

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


DOLLAR THRIFTY: S&P Retains Negative CreditWatch on 'CCC+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Dollar
Thrifty Automotive Group Inc., including the 'CCC+' long-term
corporate credit rating, remain on CreditWatch with negative
implications.  Ratings were originally placed on CreditWatch on
Feb. 12, 2008, and lowered to current levels on Dec. 22, 2008.

"The CreditWatch update follows Dollar Thrifty's announcement
yesterday that it has amended its corporate credit facility and
fleet financing agreements," said Standard & Poor's credit analyst
Betsy R. Snyder.  Under the corporate credit facility, the auto
rental company will no longer be required to maintain a minimum
leverage ratio, although it must maintain a minimum adjusted
tangible net worth of $150 million and a minimum of $100 million
of unrestricted cash and cash equivalents.  At Dec. 31, 2008, the
company had approximately $215 million of adjusted tangible net
worth and approximately $230 million of unrestricted cash and cash
equivalents.  In addition to the covenant amendments, the company
prepaid $20 million of the term loan and permanently reduced its
revolving credit facility to $231 million from the initial $350
million.

S&P lowered its corporate credit rating on Dollar Thrifty to
'CCC+' from 'B-' on Dec. 22, 2008, and maintained the ratings on
CreditWatch with negative implications.  S&P based those rating
actions on the company's exposure to the distressed U.S. auto
manufacturers, particularly Chrysler LLC; the need for longer-term
covenant relief on its corporate credit facility; and a continuing
weak earnings outlook, due to pressure on demand, pricing, and
vehicle residual values.  While the company was successful in
amending its covenants through the 2013 maturity of the revolving
credit facility and 2014 maturity of the term loan, it still faces
the other issues.

Tulsa, Oklahoma- based Dollar Thrifty, the parent of the Dollar
and Thrifty car rental brands, currently has around 11% of the
U.S. on-airport car rental market, significantly smaller than the
approximate 30% share of each of its major competitors Hertz
Corp., Avis Budget Group Inc. (parent of the Avis and Budget
brands), and Enterprise Rent-A-Car Co. (parent of the Enterprise,
Alamo and National brands).  Dollar Thrifty derives most of its
revenues from leisure travelers, who are more likely to reduce
their travel plans because of economic weakness.

S&P will assess the effect of the weak economy and the distressed
auto manufacturers, particularly Chrysler, to resolve the
CreditWatch.


DOUBLEDOWN MEDIA: Wall Street Magazine Files to Liquidate
---------------------------------------------------------
Doubledown Media LLC, publisher of magazines for Wall Street
bankers and traders didn't even attempt to reorganize, filing for
Chapter 7 liquidation instead.

The Company, which publishes Trader Monthly, Dealmaker, Private
Air, Corporate Leader and Cigar Report, filed its Chapter 7
petition on February 25 before the U.S. Bankruptcy Court for the
Southern District of New York, Bloomberg News said.

Reuters obtained a memo on February 3, citing that the Company
ceased operations after a key financial backer withdrew financing.
Randall Lane, Doubledown's president, in the memo, cited a
'depression' for media companies, Wall Street upheaval, and
tighter credit for the decision to close.

According to Reuters, the financial press is struggling with
falling advertising revenue, especially at publications that cater
to rich professionals whose job stability and income streams are
under increasing attack.

In its bankruptcy petition, Doubledown estimated assets and debt
both exceeding $10 million.


DREIER LLP: Bar Date for Pre-Bankruptcy Claims Set for March 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established March 31, 2009, as the last date for each person
or entity (including individuals, partnerships, corporations,
joint ventures and trusts) to file a proof of claim in Dreier
LLP's Chapter 11 bankruptcy case.

A person or entity who has a claim against the Debtor that arose
prior to Dec. 16, 2008, must file a proof of claim, whether by
mail, hand delivery or overnight courier to the:

          United States Bankruptcy Court
          Southern District of New York
          One Bowling Green, Room 534
          New York, New York 10004-1408

Governmental units have until June 14, 2009, to file proofs of
claim.

New York-based law firm Dreier LLP -- http://www.dreierllp.com/--
was founded by Marc S. Dreier in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier
has been charged by the U.S. government for conspiracy, securities
fraud and wire fraud before the U.S. District Court for the
Southern District of New York (Manhattan) (Case No. 09-cr-00085-
JSR).

Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million and $500 million, and debts between
$10 million and $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


DRYSHIPS INC: Pens Final Pact With Nordea for Covenant Waiver
-------------------------------------------------------------
Dryships Inc. reached final agreement and received formal approval
from Nordea Bank Finland Plc, DnB NOR Bank ASA and HSH Nordbank AG
regarding a covenant waiver in connection with the $800 million
Primelead facility.

George Economou, Chairman and Chief Executive Officer, commented:
"We are delighted to have reached a definitive agreement with the
three lenders on the Primelead facility. This agreement is a
testament of the support of Nordea Bank Finland Plc, DnB NOR Bank
ASA and HSH Nordbank AG to DryShips. These three lenders acting as
agents or direct lenders represent 75% of the total loans
outstanding of the Company."

As reported by the Troubled Company Reporter on February 10, 2009,
DryShips reached preliminary agreement with Nordea Bank
Finland Plc to obtain a covenant waiver in connection with the
$800.0 million Primelead facility, which was used to partially
finance the acquisition of Ocean Rig ASA.  The outstanding loan
amount under the facility is $650.0 million.

In accordance with the main terms of the waiver: (i) the Company
will pay a restructuring fee of 0.15% on the outstanding loan
amount under the facility plus an amount equal to 1.00% per annum
on the loan outstanding for the period from January 9, 2009 until
the Effective Date of the waiver agreement; (ii) $75.0 million of
principal repayment due February 2009 will be postponed until May
2009; (iii) the margin on the facility will increase by 1.00% to
3.125% per annum; and (iv) regular principal payments will resume
as of August 2009.

In addition, among other things, lender consent will be required
for the acquisition of DrillShip Hulls 1837 and 1838, for new cash
capital expenditures or commitments and for new acquisitions for
cash until the loan has been repaid to below $375.0 million. The
waiver agreement Effective Date will not exceed August 12, 2009,
at which time the Company expects to be in compliance with the
restructured loan covenants. The agreement is preliminary and is
subject to formal approvals by the Company and the syndicate banks
(Nordea Bank Finland Plc, DnB NOR Bank ASA and HSH Nordbank AG).

                        About DryShips Inc.

DryShips Inc. (DRYS) -- http://www.dryships.com-- based in
Greece, owns and operates drybulk carriers that operate worldwide.
DryShips owns a fleet of 43 drybulk carriers comprising 7
Capesize, 29 Panamax, 2 Supramax and 5 newbuilding drybulk vessels
with a combined deadweight tonnage of over 3.4 million tons, 2
ultra deep water semisubmersible drilling rigs and 2 ultra deep
water newbuilding drillships.  DryShips Inc.'s common stock is
listed on the NASDAQ Global Market where trades under the symbol
"DRYS."


DYNOGEN PHARMACEUTICALS: Sends Business to Chapter 7 Liquidation
----------------------------------------------------------------
Dynogen Pharmaceuticals Inc. filed for Chapter 7 before the U.S.
Bankruptcy Court for the District of Massachusetts.

Filing for Chapter 7 gives control of the Company to a Chapter 7
trustee who will liquidate the assets.  A Chapter 11 filing would
have allowed management to retain control to restructure the
Company's balance sheet, and device a plan to keep operations
after bankruptcy.

According to Bloomberg's Bill Rochelle, in April Apex Bioventures
Acquisition Corp. withdrew an offer to acquire Dynogen.

Waltham, Massachusetts-based Dynogen Pharmaceuticals Inc. develops
a drug for irritable bowel syndrome.  In its bankruptcy petition,
it estimated assets of less than $10 million and debt exceeding
$10 million.


ECLIPSE AVIATION: Suspends Operations, Lays Off Workers
-------------------------------------------------------
Kevin Robinson-Avila at The Business Review reports that Eclipse
Aviation Corp. said that it has suspended its business operations
and expects the U.S. Bankruptcy Court for the District of Delaware
to promptly appoint a trustee to supervise the liquidation of its
assets.

As reported by the Troubled Company Reporter on February 27, 2009,
Eclipse Aviation said that it wouldn't object a motion filed by
senior noteholders to convert the company's Chapter 11
reorganization case to Chapter 7 liquidation.  The noteholders,
who want "effective control" of Eclipse's assets, decided to seek
for the liquidation of Eclipse Aviation.  Their decision shows
that the company has failed to complete its planned $188 million
sale to EclipseJet Aviation.

Court documents say that the Ad Hoc committee representing the
senior secured creditors -- consisting of Kings Road Investments
Ltd., HBK Services LLC, and Citadel Investment Group LLC -- said
that "there is no reasonable likelihood of rehabilitation" through
the Chapter 11 proceeding because Eclipse Aviation and its debtors
are administratively insolvent and the sale of debtors' assets to
EclipseJet hadn't closed because that company could not obtain the
requisite financing.  According to court documents, the committee
said that "after the delays EclipseJet has experienced in
obtaining financing over the past month, the Ad Hoc Committee is
convinced that it will not succeed in the near term.  The Debtors
can no longer wait: they are now literally out of cash."

According to The Business Review, Eclipse had furloughed its
remaining 800 workers -- including 24 at Albany International
Airport -- on February 18, due to delays in financing talks.
Eclipse had said at that time that it was a temporary move and
that it expected the deal to close and employees to return to
work.  The Business Review relates that on February 24, Eclipse
executives said in a letter to workers that the company decided to
lay off the affected workers, effective as of February 19.  No
salaries would be forthcoming for paychecks due on March 5 and
benefits would end as of February 28, according to the report.
Citing New Mexico Gov. Bill Richardson's office, The Business
Review relates that more than half of the laid off workers have
already filed for benefits.

                     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.


ELITE LANDINGS: Court Extends Plan Filing Period to June 6, 2009
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota extended
Elite Landings, LLC's exclusive period to propose a plan through
and including June 6, 2009.  The Debtor's exclusive period to
solicit acceptances of a plan was extended to Aug. 5, 2009.

In its motion, the Debtor told the Court that due to the seizure
of records belonging to both Thomas J. Petters, personally and
entities associated with him in connection with the pending
criminal proceedings, as well as the convoluted and interrelated
nature of all of the entities associated with Thomas J. Petters,
Petters Aviation and Elite require additional time in order to
investigate the validity of the obligations claimed to be owed to
other Petters entities, as well as to whether the transfers from
Elite and Petters Aviation to those entities may be recoverable.

In addition, Elite, who is the debtor-in-possession lender to Sun
Country Airlines, told the Court that formulation of any plan will
need to await resolution of its loan to Sun Country Airlines.
Further, the Debtor informed the Court that it has not been able
to assemble the information necessary for it to file a plan of
reorganization.

                       About Elite Landings

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The company filed for Chapter 11 relief on Oct. 9, 2008
(Bankr. D. Minn. Case No. 08-45210).  James A. Rubenstein, Esq.,
at Moss & Barnett, represents the Debtor as counsel.  The company
listed total assets of between $10 million and $50 million, and
the same range in total debts.

The company is a wholly owned subsidiary of Petters Aviation.
Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, remains in federal custody on charges of mail and
wire fraud, money laundering and obstruction of justice.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


EMERSON REINSURANCE: Moody's Withdraws 'Ba2' Rating on C Notes
--------------------------------------------------------------
Moody's Investors Service has withdrawn its ratings on the
remaining Series A, B and C bank loans of Emerson Reinsurance
Limited after the loans were repaid in full as of February 20,
2009.  The lenders did not suffer any loss of interest or
principal during the life of the transaction.

Emerson Re issued four bank loans (Series A, B, C, D) in June 2007
as a way for lenders to provide catastrophe excess-of-loss
reinsurance to CIG Reinsurance Limited and New Castle Reinsurance
Company Limited (both unrated by Moody's).

These ratings have been withdrawn because the loans have been
repaid in full:

  * Emerson Reinsurance Limited -- $130 million senior secured
    term loan (Series C) at Ba2;

  * Emerson Reinsurance Limited -- $140 million senior secured
    term loan (Series B) at Baa3;

  * Emerson Reinsurance Limited -- $185 million senior secured
    term loan (Series A) at A2.

The last rating action on Emerson Re occurred on February 6, 2009
when Moody's affirmed its ratings on the Series A, B and C loans
and withdrew its rating on the Series D loan after it was repaid.


ENERGY PARTNERS: Restructuring Prompts S&P's Rating Cut to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on independent exploration and production firm
Energy Partners Ltd. to 'CCC+' from 'B-'.  The outlook is
negative.

At the same time, Standard & Poor's lowered its unsecured ratings
on EPL to 'CCC' from 'CCC+'.  The recovery ratings on EPL's
outstanding unsecured issues remain unchanged at '5'.

"The downgrade follows EPL's announcement earlier this week that
it would be restructuring its board of directors and has retained
Parkman Whaling LLC as its financial advisor to help evaluate
strategic alternatives, which could include a potential
recapitalization of the company," said Standard & Poor's credit
analyst Jeffery Morrison.  "We view this announcement as creating
greater uncertainty around EPL's strategic direction in the near
term."

In addition, it is unclear to Standard & Poor's what form a
recapitalization could take if EPL chooses to pursue this path of
action.

Based on the company's February operational update, New Orleans,
La.-based EPL had about $497 million of book debt (including
$43 million drawn under its senior secured credit facility) as of
Dec. 31, 2008.

This rating action follows a downgrade of EPL's corporate credit
rating to 'B-' from 'B' in January, which highlighted additional
concerns for the ratings, including, expectations of tighter
liquidity over the near term (due to increased drawings under its
senior credit facility) and a substantially weaker cashflow
outlook for 2009 because of the precipitous decline in crude
and natural gas prices over the past six months.

The negative outlook on EPL reflects a lack of clarity surrounding
the company's strategic direction, as it has recently retained a
financial advisor to evaluate strategic alternatives, and concern
over the form a potential recapitalization will take if EPL
pursues this course of action.  In addition, the outlook factors
in a weaker liquidity position as a result of recent hurricane
related production disruption, lower crude oil and natural gas
prices, and first quarter outlays of $17 million associated with
its agreement with the Mineral Management Service.

There's also the potential for EPL's borrowing base to be reduced
by lenders at its semi annual redetermination in April.  S&P
expects the company's cashflow from operations will remain under
pressure in the near term given continued commodity price
weakness.


ENERLUME ENERGY: Signs Promissory Note Extension With D. Troiano
----------------------------------------------------------------
On February 12, 2009, EnerLume Energy Management Corp. entered
into a promissory note extension agreement with Daniel Troiano to
amend the terms of an unsecured convertible promissory note issued
to them on July 30, 2008.  The Unsecured Note was originally
issued for the principal amount of $500,000, accrued interest at
the rate of 18% per annum, and was originally due on January 30,
2009.  Pursuant to the promissory note extension agreement, the
maturity date for the Unsecured Note will be extended to July 30,
2009, and will continue to accrue interest at the rate of 18% per
annum in accordance with the original terms of the Unsecured Note.
In addition, Mr. Troiano will receive warrants to purchase 310,000
shares of the Company's common stock exercisable until January 31,
2014, at $0.54 per share.

Mr. Troiano is a brother to a member of the Company's Board of
Directors and that brother did not participate in the Board's
decision to extend the notes or the revised terms.

                      Form 10-Q Will Be Late

In a separate regulatory filing, the Company disclosed that it
won't be able to file its Form 10-Q for the quarter ended
December 31, 2008.

Chief Financial Officer Michael C. Malota said the compilation,
dissemination and review of the information required to be
presented in the Form 10-Q for the relevant quarter has imposed
time constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense to the Company.
The Company will file the quarterly report very soon.

                      About EnerLume Energy

Headquartered in Hamden, Conn., EnerLume Energy Management Corp.
(OTC BB: ENLU) -- http://www.enerlume.com/-- through its
subsidiaries, provides energy management conservation products and
services in the United States.  Its focus is energy conservation,
which includes a proprietary digital microprocessor for reducing
energy consumption on lighting systems, and the installation and
design of electrical systems, energy management systems,
telecommunication networks, control panels and lighting systems.

New York-based Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about the ability of EnerLume Energy Management
Corp., formerly Host America Corporation, to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2008.

The Company has suffered recurring losses from continuing
operations, has negative cash flows from operations, has a working
capital and stockholders' deficiency at September 30, 2008 and is
currently involved in litigation that can have an adverse effect
on the company's operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

As of September 30, 2008, the Company's balance sheet showed total
assets of $1,845,922 and total liabilities of $8,108,242,
resulting in total stockholders' deficiency of $6,262,320.  For
the three months ended September 30, 2008 and 2007, the Company
posted net losses of $2,343,865 and $1,140,076.


ESTATE FINANCIAL: Trustee Wants to Tap Farella Braun as Counsel
---------------------------------------------------------------
Thomas P. Jeremiassen, the chapter 11 trustee appointed for Estate
Financial, Inc.'s Chapter 11 case, seeks the authority of the U.S.
Bankruptcy Court for the Central District of California to employ
Farella Braun & Martel LLP as special counsel for the estate, nunc
pro tunc to June 25, 2008, in the pending arbitration before JAMS,
JAMS Reference No. 1110010947 (the "Arbitration"), and a civil
case pending in the Superior State for the State of California,
Santa Clara County, Case No. 1-07-CV-090499, both entitled Alvand
Construction v. Republic Properties, Inc. et al.

FB&M will render these professional services:

  a) represent the Trustee in the Alvand Litigation;

  b) draft a petition to vacate, inclduing drafting undisputed
     facts and prepare associated declarations;

  c) reply to any and all oppositions;

  d) prepare potential witnesses for hering, and

  e) prepare argument for hearing.

FB&M's personnel who are likely to work on the Alvand litigation r
bills at $695 per hour and $385 per hour.

David K. Ismay, Esq., an associate at FB&M, assures the Court that
the firm does not hold or reperesent any interest adverse to the
Debtor's estate and that the firm is a "disinterested person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

For services rendered on behalf of the Debtor since June 25, 2008,
FB&M is owed (through Jan. 29, 2009), $30,615.76.  FB&M shall
receive a $10,000 retainer for this representation.

                     About Estate Financial

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- http://www.estatefinancial.com/-- filed an involuntary
Chapter 11 petition against the real estate broker on June 25,
2008 (Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  Robert B.
Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C.
Beall, Esq., at Beall and Burkhardt, represent the Debtor as
counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen, was
appointed by the Court on July 23, 2008.  Brian D. Fittipaldi,
Esq., at the U.S. DOJ/Office of the U.S. Trustee, represents the
Chapter 11 trustee as counsel.  Robyn B. Sokol, Esq., and Steven
T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the Official
Committee of Unsecured Creditors as counsel.  In its schedules,
Estate Financial listed total assets of $27,428,550, and total
debts of $7,316,755.


FALCON RIDGE: Can't File Form 10-Q Report on Time
-------------------------------------------------
Falcon Ridge Development Inc. said it cannot file its Form 10-Q
for the quarter ended December 31, 2008, without unreasonable
effort or expense.  The Company said it will file its quarterly
report very soon.

Moore & Associates Chartered in Las Vegas, Nevada, expressed
substantial doubt about the Company's ability to continue as a
going concern in a letter dated January 13, 2009, to the Board of
Directors of Falcon Ridge Development, Inc.  The auditor pointed
to the Company's significant operating losses during 2008 and
2007, of $4,572,620 and $1,290,190 respectively. In addition, the
Company has stockholders' deficit of $1,105,056 as of
September 30, 2008, from total assets of $3,237,900 and total
liabilities of $4,342,957.

Headquartered in Albuquerque, New Mexico, Falcon Ridge Development
Inc. -- http://www.falconridgedev.com/-- acquires tracts of raw
land for development into residential lots for sale to
homebuilders.


FANNIE MAE: Posts $58.7 Billion Net Loss for 2008
-------------------------------------------------
Fannie Mae recorded a net loss of $58.7 billion and a diluted loss
per share of $24.04 for 2008.

The Company's results for 2008 were driven primarily by escalating
credit-related expenses, consisting primarily of additions to the
Company's combined loss reserves; significant fair value losses;
investment losses from other-than-temporary impairment; and a non-
cash charge of $21.4 billion in the third quarter of 2008 to
establish a partial deferred tax asset valuation allowance.  These
results reflect the substantial challenges in the housing,
mortgage and capital markets during 2008 and particularly during
the second half of 2008, as well as the deepening economic
recession and extremely challenging financial environment, both of
which significantly intensified during the fourth quarter of 2008.

For the fourth quarter of 2008, Fannie Mae recorded a net loss of
$25.2 billion and a diluted loss per share of $4.47, compared with
a net loss of $29.0 billion and a diluted loss per share of $13.00
for the third quarter of 2008.  The $3.8 billion decrease in The
Company's net loss for the fourth quarter of 2008 compared with
the third quarter of 2008 was driven principally by the Company's
establishment during the third quarter of a deferred tax asset
valuation allowance of $21.4 billion, more than offsetting the
increase in fair value losses in the Company's Capital Markets
group to $12.3 billion during the fourth quarter of 2008, compared
with $3.9 billion during the third quarter of 2008.

The Company's mortgage credit book of business increased to
$3.1 trillion as of December 31, 2008, from $2.9 trillion as of
December 31, 2007, as Fannie Mae have continued to perform The
Company's chartered mission of helping provide liquidity to the
mortgage markets.  The Company's estimated market share of new
single-family mortgage-related securities issuances was 41.7% for
the fourth quarter of 2008, compared with 42.2% for the third
quarter of 2008 and an average estimated market share of 45.4% for
the year.  The Company's estimated market share of new single-
family mortgage-related securities issuances decreased during the
second half of 2008 from the levels Fannie Mae achieved during the
first half of 2008 primarily due to changes in the Company's
pricing and eligibility standards, which reduced the Company's
acquisition of higher risk loans, as well as changes in the
eligibility standards of the mortgage insurance companies, which
further reduced the Company's acquisition of loans with high loan-
to-value ratios and other high-risk features.  In addition, the
estimated market share of new single-family mortgage-related
securities issuances that were guaranteed by Ginnie Mae (which
primarily guarantees securities backed by FHA insured loans)
increased significantly during 2008.  The cumulative effect of
these changes contributed to a reduction in the Company's mortgage
acquisitions during the second half of 2008, compared with the
first half of the year.

Fannie Mae provide more detailed discussions of key factors
affecting changes in the Company's results of operations and
financial condition in "Part II-Item 7-MD&A-Consolidated Results
of Operations," "Part II-Item 7-MD&A-Business Segment Results,"
"Part II-Item 7-MD&A-Consolidated Balance Sheet Analysis," "Part
II-Item 7-MD&A-Supplemental Non-GAAP Information-Fair Value
Balance Sheets," and "Part II-Item 7-MD&A-Risk Management-Credit
Risk Management-Mortgage Credit Risk Management-Mortgage Credit
Book of Business."

Credit Overview

Fannie Mae expects economic conditions and falling home prices to
continue to negatively affect the Company's credit performance in
2009, which will cause the Company's credit losses to increase.
Further, if economic conditions continue to decline, more
borrowers will be unable to make their monthly mortgage payments,
resulting in increased delinquencies and defaults, sharper
declines in home prices and higher credit losses.

Net Worth and Fair Value Deficit

Net Worth and Fair Value Deficit Amounts

Under the Company's senior preferred stock purchase agreement with
Treasury, Treasury generally has committed to provide the Company
funds of up to $100 billion, on a quarterly basis, in the amount,
if any, by which the Company's total liabilities exceed the
Company's total assets, as reflected on the Company's consolidated
balance sheet, prepared in accordance with GAAP, for the
applicable fiscal quarter.  On February 18, 2009, in connection
with the announcement of HASP, Treasury announced that it is
amending the senior preferred stock purchase agreement with the
Company to (1) increase its funding commitment from
$100 billion to $200 billion, and (2) increase the size of the
Company's mortgage portfolio allowed under the agreement by
$50 billion to $900 billion, with a corresponding increase in the
allowable debt outstanding.  In connection with announcing
Treasury's planned amendments to the senior preferred stock
purchase agreement, Secretary Geithner stated that "Fannie Mae and
Freddie Mac are critical to the functioning of the housing finance
system in this country and play a key role in making mortgage
rates affordable and maintaining the stability and liquidity of
the Company's mortgage market" and that "[t]he increased funding
will provide forward-looking confidence in the mortgage market and
enable Fannie Mae and Freddie Mac to carry out ambitious efforts
to ensure mortgage affordability for responsible homeowners."
Because an amended agreement has not been executed as of the date
of this report, the following discussion of the senior preferred
stock purchase agreement, as well as references to that agreement
throughout this report, refer to the terms of the existing
agreement, without reflecting these changes.  Fannie Mae describe
the terms of the senior preferred stock purchase agreement in more
detail in "Conservatorship, Treasury Agreements, the Company's
Charter and Regulation of the Company's Activities-Treasury
Agreements."

As a result of the Company's net loss for the year ended
December 31, 2008, the Company's net worth (defined as the amount
by which the Company's total assets exceed the Company's total
liabilities, as reflected on the Company's consolidated balance
sheet prepared in accordance with GAAP), had a deficit of
$15.2 billion as of December 31, 2008, a decrease of
$59.3 billion from The Company's net worth of $44.1 billion as of
December 31, 2007.  As of December 31, 2008, the Company's fair
value deficit (which represents a negative fair value of The
Company's net assets), as reflected in the Company's consolidated
non-GAAP fair value balance sheet, was $105.2 billion, a decrease
of $142.5 billion from the fair value of the Company's net assets
as of December 31, 2007.  The amount that Treasury will invest in
the Company under the senior preferred stock purchase agreement is
determined based on the Company's GAAP balance sheet, rather than
the Company's non-GAAP fair value balance sheet.  There are
significant differences between the Company's GAAP balance sheet
and the Company's non-GAAP fair value balance sheet, which Fannie
Mae describe in greater detail in "Part II-Item 7-MD&A-
Supplemental Non-GAAP Information-Fair Value Balance Sheets."

If current trends in the housing and financial markets continue or
worsen, Fannie Mae expect that Fannie Mae also will have a net
worth deficit in future periods, and therefore will be required to
obtain additional funding from Treasury pursuant to the senior
preferred stock purchase agreement.

Request for Treasury Investment

Under the Regulatory Reform Act, FHFA must place the Company into
receivership if the Director of FHFA makes a written determination
that the Company's assets are, and during the preceding 60 days
have been, less than the Company's obligations.  FHFA has notified
the Company that the measurement period for such a determination
begins no earlier than the date of the SEC filing deadline for the
Company's quarterly and annual financial statements and continues
for a period of 60 days after that date.  FHFA also has advised
the Company that, if Fannie Mae receive an investment from
Treasury during that 60-day period in order to eliminate the
Company's net worth deficit as of the prior period end in
accordance with the senior preferred stock purchase agreement, the
Director of FHFA will not make a mandatory receivership
determination.  The Director of FHFA submitted a request on
February 25, 2009, to Treasury for $15.2 billion on the Company's
behalf under the terms of the senior preferred stock purchase
agreement in order to eliminate the Company's net worth deficit as
of December 31, 2008.  FHFA requested that Treasury provide the
funds on or prior to March 31, 2009.

Significance of Net Worth Deficit, Fair Value Deficit and Combined
Loss Reserves

The Company's net worth deficit, which is derived from The
Company's consolidated GAAP balance sheet, includes the combined
loss reserves of $24.8 billion that Fannie Mae recorded in the
Company's consolidated balance sheet as of December 31, 2008.  The
Company's non-GAAP fair value balance sheet presents all of the
Company's assets and liabilities at fair value as of the balance
sheet date, based on assumptions and management judgment, as
described in more detail in "Part II-Item 7-MD&A-Supplemental Non-
GAAP Information-Fair Value Balance Sheets" and "Part II-Item 7-
MD&A-Critical Accounting Policies and Estimates."  "Fair value"
represents the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date.  This is also
sometimes referred to as the "exit price."  In determining fair
value, Fannie Mae use a variety of valuation techniques and
processes, which are described in more detail in "Part II-Item 7-
MD&A-Critical Accounting Policies and Estimates-Fair Value of
Financial Instruments."  In general, fair value incorporates the
market's current view of the future, and that view is reflected in
the current price of the asset or liability.  However, future
market conditions may be different from what the market has
currently estimated and priced into these fair value measures.

Neither the Company's combined loss reserves, as reflected on The
Company's consolidated GAAP balance sheet, nor the Company's
estimate of the fair value of the Company's guaranty obligations,
which Fannie Mae disclose in the Company's consolidated non-GAAP
fair value balance sheet, reflects the Company's estimate of the
future credit losses inherent in The Company's existing guaranty
book of business.  Rather, the Company's combined loss reserves
reflect only probable losses that Fannie Mae believe Fannie Mae
have already incurred as of the balance sheet date, while the fair
value of the Company's guaranty obligation is based not only on
future expected credit losses over the life of the loans
underlying the Company's guarantees as of December 31, 2008, but
also on the estimated profit that a market participant would
require to assume that guaranty obligation.  Because of the severe
deterioration in the mortgage and credit markets, there is
significant uncertainty regarding the full extent of future credit
losses in the mortgage industry as a whole, as well as to any
participant in the industry.  Therefore, Fannie Mae are not
currently providing guidance or other estimates of the credit
losses that Fannie Mae will experience in the future.

Liquidity

Fannie Mae funds purchases of mortgage loans primarily from the
proceeds from sales of the Company's debt securities.  In
September 2008, Treasury made available to the Company two
additional sources of funding: the Treasury credit facility and
the senior preferred stock purchase agreement, as described below
in "Conservatorship, Treasury Agreements, the Company's Charter
and Regulation of The Company's Activities-Treasury Agreements."

During the second half of 2008, Fannie Mae began to experience
significant deterioration in The Company's access to the unsecured
debt markets, particularly for long-term and callable debt, and in
the yields on the Company's debt as compared with relevant market
benchmarks.  These conditions, which became especially pronounced
in October and November 2008, have had, and are continuing to
have, adverse effects on the Company's business and results of
operations.  Several factors contributed to the reduced demand for
the Company's debt securities, including continued severe market
disruptions, market concerns about the Company's capital position
and the future of The Company's business (including its future
profitability, future structure, regulatory actions and agency
status) and the extent of U.S.  government support for the
Company's business.

On November 25, 2008, the Federal Reserve announced that it would
purchase up to $100 billion in direct obligations of us, Freddie
Mac and the FHLBs, and up to $500 billion in MBS guaranteed by the
Company, Freddie Mac and Ginnie Mae.  Since that time, the Federal
Reserve has been supporting the liquidity of the Company's debt as
an active and significant purchaser of the Company's long-term
debt in the secondary market, and Fannie Mae have experienced
noticeable improvement in spreads and in the Company's access to
the debt markets in January and February 2009.  However, this
recent improvement may not continue or may reverse.  In addition,
while distribution of recent issuances to international investors
has been consistent with the Company's distribution trends prior
to mid-2007, Fannie Mae continue to experience reduced demand from
international investors, particularly foreign central banks,
compared with the historically high levels of demand Fannie Mae
experienced from these investors between mid-2007 and mid-2008.

Because consistent demand for both the Company's debt securities
with maturities greater than one year and the Company's callable
debt was low between July and November 2008, Fannie Mae were
forced to rely increasingly on short-term debt to fund the
Company's purchases of mortgage loans, which are by nature long-
term assets.  As a result, Fannie Mae will be required to
refinance, or "roll over," its debt on a more frequent basis,
exposing the Company to an increased risk, particularly when
market conditions are volatile, that demand will be insufficient
to permit the Company to refinance the Company's debt securities
as necessary and to risks associated with refinancing under
adverse credit market conditions.  Further, Fannie Mae expect that
the Company's "roll over," or refinancing, risk is likely to
increase substantially as Fannie Mae approach year-end 2009 and
the expiration of the Treasury credit facility.

The Treasury credit facility and the senior preferred stock
purchase agreement may provide additional sources of funding in
the event that Fannie Mae cannot adequately access the unsecured
debt markets.  On February 25, 2009, the Director of FHFA
submitted a request to Treasury on the Company's behalf for
$15.2 billion in funding under the terms of the senior preferred
stock purchase agreement in order to eliminate The Company's net
worth deficit as of December 31, 2008.  There are limitations on
the Company's ability to use either of these sources of funding,
however, and Fannie Mae describe these limitations in "Part II-
Item 7-MD&A-Liquidity and Capital Management-Liquidity Management-
Liquidity Contingency Plan."

In addition, although the Company's liquidity contingency plan
anticipates that Fannie Mae would use specified alternative
sources of liquidity to the extent that Fannie Mae are unable to
access the unsecured debt markets, Fannie Mae have uncertainty
regarding the Company's ability to execute on the Company's
liquidity contingency plan in the current market environment.  See
"Part II-Item 7-MD&A-Liquidity and Capital Management-Liquidity
Management-Liquidity Contingency Plan" for a description of the
Company's liquidity contingency plan and the current uncertainties
regarding that plan.

Outlook

During the fourth quarter of 2008, the Company's outlook for 2009
worsened.

Overall Market Conditions:

Fannie Mae expects that the current crisis in the U.S. and global
financial markets will continue, which will continue to adversely
affect the Company's financial results throughout 2009.  Fannie
Mae expects the unemployment rate to continue to increase as the
economic recession continues.  Fannie Mae expects to continue to
experience home price declines and rising default and severity
rates, all of which may worsen as unemployment rates continue to
increase and if the U.S. continues to experience a broad-based
recession.  Fannie Mae expects mortgage debt outstanding to shrink
by approximately 0.2% in 2009.  Fannie Mae continues to expect the
level of foreclosures and single-family delinquency rates to
increase further in 2009.

Credit Losses and Loss Reserves:

Fannie Mae continues to expect its credit loss ratio (which
excludes SOP 03-3 fair value losses and HomeSaver Advance fair
value losses) in 2009 will exceed the Company's credit loss ratio
in 2008.  Fannie Mae also expect a significant increase in the
Company's SOP 03-3 fair value losses as Fannie Mae increase the
number of loans Fannie Mae repurchase from MBS trusts in order to
modify them.  In addition, Fannie Mae expect significant continued
increases in the Company's combined loss reserves through 2009.

Liquidity:

Although the Company's access to the debt markets has improved
noticeably since late November 2008, Fannie Mae expect continued
pressure on the Company's access to the debt markets throughout
2009 at economically attractive rates.  Further, Fannie Mae
expects the pressure will become increasingly great as Fannie Mae
approach the expiration of the Treasury credit facility at the end
of 2009.  Pressure on the Company's ability to access the debt
markets at attractive rates, particularly The Company's ability to
issue long-term debt at attractive rates, increases the Company's
borrowing costs as well as the Company's "roll over" risk, limits
the Company's ability to grow and to manage the Company's market
and liquidity risk effectively, and increases the likelihood that
Fannie Mae may need to borrow under the Treasury credit facility.

Uncertainty Regarding the Company's Future Status and
Profitability:

Fannie Mae expects that it will experience adverse financial
effects because of its strategy of concentrating its efforts on
keeping people in their homes and preventing foreclosures,
including the Company's efforts under HASP, while remaining active
in the secondary mortgage market.  In addition, future activities
that the Company's regulators, other U.S.  government agencies or
Congress may request or require the Company to take to support the
mortgage market and help borrowers may contribute to further
deterioration in the Company's results of operations and financial
condition.  In a statement issued on September 7, 2008, the then-
Secretary of the Treasury stated that there is a consensus that
Fannie Mae and Freddie Mac pose a systemic risk and that Fannie
Mae could not continue in the Company's then-current form.

New York Stock Exchange Listing

As of February 26, 2009, the Company's common stock continues to
trade on the NYSE.  Fannie Mae received a notice from the NYSE on
November 12, 2008 that Fannie Mae had failed to satisfy one of the
NYSE's standards for continued listing of the Company's common
stock because the average closing price of The Company's common
stock during the 30 consecutive trading days ended November 12,
2008, had been less than $1.00 per share.

On November 26, 2008, Fannie Mae advised the NYSE of its intent to
cure this deficiency by May 11, 2009.  At that time, Fannie Mae
also advised the NYSE that, if necessary to cure the deficiency by
that date, and subject to the approval of Treasury, Fannie Mae
might undertake a reverse stock split, in which Fannie Mae would
combine some specified number of shares of the Company's common
stock into a single share of the Company's common stock.  Fannie
Mae are working internally and with the conservator to determine
the specific action or actions that Fannie Mae will take.

If the Company's share price and the Company's average share price
for the 30 consecutive trading days preceding May 11, 2009, is not
at or above $1.00 as of May 11, 2009, the NYSE rules provide that
the NYSE will initiate suspension and delisting procedures for the
Company's common stock.  At that time, Fannie Mae expect that the
NYSE also would delist all classes of the Company's preferred
stock.  For a description of the risks to the Company's business
if the NYSE were to delist the Company's common and preferred
stock, refer to "Item 1A-Risk Factors."

                       Going Concern

Fannie Mae is dependent upon the continued support of the U.S.
Government and these agencies in order to maintain a positive net
worth, avoid being placed into receivership, and continue to
access the debt markets.  Fannie Mae continues to operate as a
going concern and in accordance with the Company's delegation of
authority.

The conservatorship has no specified termination date and the
future structure of the Company's business following termination
of the conservatorship is uncertain.  Fannie Mae does not know
when or how the conservatorship will be terminated or what changes
to the Company's business structure will be made during or
following the termination of the conservatorship.  Fannie Mae does
not know whether it will exist in the same or a similar form or
continue to conduct the Company's business as Fannie Mae did
before the conservatorship, or whether the conservatorship will
end in receivership.  Under the Regulatory Reform Act, FHFA must
place the Company into receivership if the Director of FHFA makes
a written determination that the Company's assets are less than
the Company's obligations or if Fannie Mae has not been paying the
Company's debts, in either case, for a period of 60 days.  In
addition, Fannie Mae could be put in receivership at the
discretion of the Director of FHFA at any time for other reasons,
including conditions that FHFA has already asserted existed at the
time the Director of FHFA placed the Company into conservatorship.
Placement into receivership would have a material adverse effect
on holders of the Company's common stock, preferred stock, debt
securities and Fannie Mae MBS.  Should Fannie Mae be placed in
receivership, different assumptions would be required to determine
the carrying value of the Company's assets, which could lead to
substantially different financial results.

Financial statements are available at:

               http://ResearchArchives.com/t/s?39f2

                         About Fannie Mae

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

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

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

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

                          Conservatorship

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


FIRST MAGNUS: Trustee Sues Executives for Excessive Spending
------------------------------------------------------------
Gabriela Rico and Josh Brodesky at Arizona Daily Star report that
Larry Lattig, the court-appointed trustee advocating First Magnus
Financial Corp., has sued the Company's executives for excessive
spending.

Arizona Daily relates that Lackey Hershman, LLP, filed the
$1 billion lawsuit for Mr. Lattig against more than 40 defendants
that include former directors and officers of First Magnus
Financial and new mortgage company, StoneWater Mortgage Corp.  Mr.
Lattig said in court documents that First Magnus and "the rest of
America" were victims of the "avarice and greed" of top officers
Gurpreet Jaggi, Thomas Sullivan Sr., Thomas Sullivan Jr., Bill
Gaylord, Gary Malis, Dominick Marchetti, and Karl Young.  Arizona
Daily quoted Jamie R. Welton, Mr. Lattig's attorney as saying,
"They were paying themselves like the Phoenix Suns."

Citing Mr. Welton, Arizona Daily states that Mr. Lattig accused
the First Magnus executies of having:

     -- a wing of the Tucson headquarters called the "Sullivan
        Wing" decorated in rich wood and marble,

     -- a $170,000 waterfall,

     -- a $16,000 fish tank,

     -- an air-conditioned garage for the officers,

     -- personal use of corporate jets,

     -- an all-expense-paid trip to a Hawaiian resort weeks
        before filing for bankruptcy, and

     -- having taken computer programs to the new mortgage
        company StoneWater.

According to Arizona Daily, Mr. Welton said that most of former
First Magnus workers didn't get their final paychecks.

Arizona Daily says that First Magnus launched StoneWater less than
a year after the Company's bankruptcy.  According to Arizona
Daily, one of the reasons for the success of First Magnus was the
business model of designing and using software to search for more
loan options that could be shaped to individual needs, and Mr.
Welton said that StoneWater is using the same technology.  "They
are literally stealing.  That's given them a huge head start," the
report quoted him as saying.

Todd Jackson, the defendants' attorney, said in a statement that a
number of former First Magnus executives including Gurpreet Jaggi
and Karl Young, president of StoneWater Mortgage Corp., denied the
allegations and the claim, dismissing it as "absurd" and
"libelous.... It speaks volumes that this suit was first
circulated with a press release, complete with promotional
material for its authors.  The complaint was obviously prepared
and publicized in a purposeful effort to maximize the headlines."

Citing Mr. Welton, Arizona Daily states that First Magnus bundled
and sold mortgages to warehouse lenders without keeping cash
reserves that it was obligated to have in the event that the loan
was returned.  Mr. Welton, according to the report, said that when
the loans started to fail, there was nothing for warehouse lenders
like Washington Mutual to recoup.

First Magnus made $70 billion in loans between January 2005 and
August 2007, Reuters states, citing Mr. Welton.  The report quoted
him as saying, "What happened at First Magnus significantly
contributed to the financial crisis."

The former officers with First Magnus said in a statement that it
was well known that First Magnus collapsed due "market conditions
far beyond its influence or control....  The credit market
collapse was unprecedented in the nation's history, and had
nothing to do with any actions of First Magnus or its officers."

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No. 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  As of Dec. 31, 2007, the Debtor had total assets
of $178,737,936 and total liabilities of $142,241,111.  The
Debtor's chapter 11 liquidation plan was approved in February
2008.


FRANK GRIFFIN: Files for Chapter 7; Dent's Undertaking Closes
-------------------------------------------------------------
WRDW.com reports that Frank Griffin has filed for Chapter 7
liquidation.

The bankruptcy court has ordered Mr. Griffin's company, Dent's
Undertaking Establishment to close, according to WRDW.com.  Mr.
Griffin's assets, WRDW.com says, will be liquidated to pay his 25
creditors. The only money to pay back creditors will come from the
sale of his assets, the report states, citing A. Stephenson
Wallace is the case's bankruptcy trustee.  Mr. Griffin, according
to the report, said in court on Wednesday that his account is
overdrawn.

There isn't a set date on when the proof of claim must be filed
by, but another court hearing for Mr. Griffin's case will be held
on March 11, 2009, WRDW.com relates, citing Mr. Wallace.


GAINEY CORP: Lester Coggins Obtains Court's Nod to Sell Tractors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
issued on Feb. 27, 2009, its order retroactively approving the
sale of certain rolling stock of Debtor Lester Coggins Trucking,
Inc. to Roy's Trucks and Equipment Inc.

As reported in the Troubled Company Reporter on Feb. 11, 2009, the
Debtors asked the Court for retroactive approval of Debtor Lester
Coggins Trucking, Inc.'s ("LCT") recent sale of 10 tractors to
Roy's Trucks & Equipment Inc.  The sale closed on
Jan. 7, 2009, at a price of $17,500 per tractor, or a total
purchase consideration of $175,000.

The Debtors told the Court that they own in the aggregate
approximately 5,000 trucks and trailers, substantially all of
which is subject to a perfected security interest in favor of
Wachovia.

The negotiation for the sale of the 10 tractors was conducted
during September 2008.  The proposed sale, however, did not close
in September as planned.  On Oct. 14, 2008, the Debtors filed
their petitions with the Court under Chapter 11 of the Bankruptcy
Code.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP
represent the Debtors as counsel.  Alixpartners, LLC is the
Debtors' restructuring and financial consultant.  Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind, Esq.,
Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe, Raitt,
Heuer & Weiss, PC, represent the Official Committee of Unsecured
Creditors as counsel.  Virchow Krause and Company, LLP is the
Debtor's financial advisor.  In its schedules, Gainey Corp. listed
total assets of $32,634,336 and total debts of $226,766,249.


GAINEY CORP: Exclusive Period to File a Plan Extended to March 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court has extended Gainey Corp. and its
debtor-affiliates' exclusive period to file a plan through and
including March 31, 2009, and their exclusive period to solicit
acceptances of said plan through and including May 31, 2009.

As reported in the Troubled Company Reporter on Feb. 11, 2009, the
Debtors told the Court that theirs is a large and complex
case, involving an entity with approximately $400,000,000 in
annual sales, multiple business locations and thousand of
employees.  The Debtors added that the early proceedings in the
case were complicated by the strenuous objections to the initial
use of cash collateral, extensive proceedings relating to issues
involving the proposed compensation to the Debtors' officers,
negotiations for the extended use of cash collateral, and finally
by proceedings relating to the U.S. Trustee's request for the
appointment of an examiner.  These matters have now been resolved.

In view of the above, the Debtors said they had not had sufficient
time and opportunity to formulate a plan of reorganization.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14,
2008.  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP
represent the Debtors as counsel.  Alixpartners, LLC is the
Debtors' restructuring and financial consultant.  Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind, Esq.,
Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe, Raitt,
Heuer & Weiss, PC, represent the Official Committee of Unsecured
Creditors as counsel.  Virchow Krause and Company, LLP is the
Debtors' financial advisors.  In its schedules, Gainey Corp.
listed total assets of $32,634,336 and total debts of
$226,766,249.


GANNETT CO: Moody's Downgrades Ratings on Senior Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded Gannett Co., Inc.'s senior
unsecured notes to Ba2 from Baa3 and the commercial paper rating
to Not Prime from Prime-3, and also assigned a Ba1 Corporate
Family rating, Ba1 Probability of Default Rating, and a SGL-3
speculative-grade liquidity rating.  The rating outlook is stable.
The rating actions conclude the review for possible downgrade
initiated on February 2, 2009.

The downgrade reflects Moody's expectation that changing media
consumption habits and the heightened level of price and volume
competition that Gannett faces as it seeks to monetize its strong
local-market content positions in its traditional media and newer
digital distribution channels will continue to erode operating
cash flow.  Moody's believes these pressures along with a deep
cyclical slowdown in advertising spending and high operating
leverage will lead to a weakening of credit metrics to
speculative-grade levels for at least the next two years despite
revenue-enhancement initiatives and significant cost reductions.
Gannett's 90% dividend reduction will help cushion the pressure on
free cash flow from operating declines and allow for meaningful
debt repayment in 2009 and 2010, but is an indication of the near
and long-term operating challenges.  In Moody's view, the
operating pressures are also diminishing Gannett's traditional
ability to mitigate increases in leverage during cyclical
downturns through debt reduction, a factor that in the past had
supported a higher rating.

Downgrades:

Issuer: Gannett Co., Inc.

  -- Senior Unsecured Notes (unguaranteed), Downgraded to Ba2,
     LGD5 - 85% from Baa3

  -- Commercial Paper, Downgraded to NP from P-3

  -- Issuer Rating, Downgraded to Ba2 from Baa3

  -- Multiple Seniority Shelf, Downgraded to (P)Ba2 from (P)Baa3

Assignments:

Issuer: Gannett Co., Inc.

  -- Corporate Family Rating, Assigned Ba1
  -- Probability of Default Rating, Assigned Ba1
  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Gannett Co., Inc.

  -- Outlook, Changed To Stable From Rating Under Review

The downgrade of the senior unsecured and unguaranteed notes to
Ba2 from Baa3 reflects Moody's expectation that the springing
guarantee in Gannett's credit facilities will be triggered by the
downgrade to speculative-grade.  Gannett's material domestic
subsidiaries are required to execute guarantees of the credit
agreement within 15 days of a guarantee triggering event.  As a
result, Moody's anticipates that the $1.6 billion of remaining
senior unsecured notes will become structurally subordinated to
the credit facilities with respect to the assets held by and cash
flow generated by U.S. domestic subsidiaries.  The LGD5 - 85%
assessment on the notes assumes the May 2009 notes are refinanced
under the credit facilities and that the aggregate credit facility
commitments step down to $2.75 billion from
$3.147 billion at 12/31/09 in accordance with the terms of the
October 2008 amendments.

The stable rating outlook reflects Moody's belief that Gannett's
substantial dividend cut demonstrates a focus on debt reduction
and liquidity preservation that will allow it to maintain free
cash flow-to-debt of at least 8% in 2009 and 2010 and a modest
cushion under its 3.5x debt-to-EBITDA covenant, as well as Moody's
view that Gannett will proactively manage the liquidity risk
inherent in the maturity of its entire capital structure by April
2012.

The SGL-3 speculative-grade liquidity rating reflects Moody's
expectation that Gannett will maintain an adequate cushion under
its credit facility financial covenants.  Moody's believes Gannett
will generate sufficient free cash flow and maintain ample unused
revolver capacity ($1.2 billion as of 12/28/08) to cover the $632
million May 2009 note maturity.

Moody's last rating action on Gannett was on February 2, 2009 when
the senior unsecured ratings were downgraded to Baa3 from Baa2,
the commercial paper rating was downgraded to Prime-3 from Prime-2
and the ratings were placed on review for further possible
downgrade.

Gannett Co. Inc., headquartered in McLean, Virginia, is a
geographically diversified international news and information
company.


GENERAL MOTORS: Bondholders Wants Gov't Backing for New Debt
------------------------------------------------------------
General Motors Corp. bondholders have asked for a meeting with the
auto industry task force to discuss possible government guarantees
for billions of dollars in new debt that GM may issue, John D.
Stoll and Jeffrey McCracken at The Wall Street Journal report,
citing people familiar with the matter.

The sources said that some large bondholders were asked by the
auto task force to submit a request for a meeting, WSJ states.

WSJ relates that GM, as part of its $13.4 billion government loan
agreement in December 2008, is required to have a debt-for-equity
exchange to cut about $16 billion of its $27 billion in unsecured
debt.  The report says that the bondholders formed a committee to
negotiate with GM.

WSJ notes that government backing of the new debt may convince the
bond owners to turn in their holdings.  According to WSJ, the new
debt would be issued along with equity in a bond exchange.  Citing
sources, WSJ says that many may see little incentive to deal with
GM outside of bankruptcy court.

According to WSJ, the bondholders also want to discuss GM's
viability plan with the task force.

WSJ states that the United Auto Workers union is seeking a meeting
with the task force.

                GM Wants to Sell Opel Stake

John D. Stoll and Christoph Rauwald at WSJ report that GM will
present a proposal this week to sell 25% or more of Opel to secure
EUR3.3 billion in financial assistance from Germany and other
countries in the region.  The plan could be presented as soon as
March 2, says WSJ.  According to the report, GM officials said
that the Company would cut $1.2 billion in costs.

WSJ says that GM would meet with German officials this week.

Citing people familiar with the matter, WSJ relates that GM may
shut down or sell four European plants, including two in Germany.
The sources said that one plant being planned to close is part of
Saab, WSJ states.  WSJ notes that GM Europe has been losing money
or breaking even for a decade and lost $2.88 billion last year.
According to WSJ, Opel accounts for about three-quarters of GM
Europe's sales.

Investors could take between 25% and almost 50% in Opel, WSJ
states, citing GM Europe President Carl-Peter Forster.  WSJ states
that GM will present a framework under which Opel and the British
Vauxhaull unit will be legally separated from GM and prepared for
outside investment.

According to WSJ, GM may struggle to find investors for Opel due
to the state of the credit markets and weakness in the auto
industry.  WSJ relates that the government would have more say on
how its funds would be used by GM, still the government is worried
that financial assistance could be used to cut rather than save
jobs in the country, and that GM could use the German government's
money to restructure its operations in the U.S.  Government
assistance for Opel is far from certain, given "many open
questions," WSJ says, citing German economics minister Karl-
Theodor zu Guttenberg.  Opel still has to prove that state-backed
loans would be used only by its German businesses and not go to GM
in the U.S., Andreas Cremer and Jonathan Stearns at Bloomberg News
report, citing Joachim Winkler, a spokesman for the Economy
Ministry of Rhineland-Palatinate, one of four German states in
which Opel has plants.

WSJ relates that German politicians are under pressure from unions
to bail out Opel to help save the company's 25,000 jobs.  As
reported by the Troubled Company Reporter on February 27, 2009,
Opel workers started a strike as negotiations for a government
bailout on the unit continue.

Citing Chancellor Angela Merkel, Bloomberg News states that the
German government will study a business plan by Opel before
deciding on possible aid for the carmaker.  The Leipziger
Volkszeitung news daily relates that government officials said
that Germany may provide as much as EUR5 billion of credits, loan
guarantees or acquire temporary government stakes in Opel if GM
Europe amends its restructuring plan.

Ms. Merkel said that Economy Minister Karl-Theodor zu Guttenberg
will go to the U.S. for talks about government help for GM and the
effects of GM's financial crisis on its European divisions,
Bloomberg states.  Germany will also seek talks with the U.K.,
Spain, and Belgium, the report says, citing Ms. Merkel.

          GM Sets Aside $144MM for Saab Supply Bills

News daily Dagens Industri reports that GM has put allocated about
$144 million to pay suppliers to its Swedish Saab Automobile unit.

Citing GM supply manager Bo Andersson, Reuters relates that the
company would begin on Monday to pay unsettled bills.

GM handed over 1.4 billion crowns to Guy Lofalk, the man appointed
to restructure Saab, to continue the unit's operations, Dagens
Industri states.

"We don't have any problems with deliveries to Saab now," Reuters
quoted Mr. Andersson 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: Not Sure on Delphi's Ability to Get Exit Financing
------------------------------------------------------------------
In its viability plan submitted to the Treasury on February 17,
General Motors Corp. included the outcome of Delphi's bankruptcy
proceedings among "key risks [that] threaten full implementation
and require close attention [of the plan]".

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional $16.6 billion on top of $13.4 billion already loaned by
the government to GM.

The Viability Plan includes near-term liquidity support and other
commitments to its former unit, Delphi, based on current
agreements between the parties.  In addition, GM said that its
plan contemplates the purchase of certain sites from Delphi that
represent an important source of supply for GM and potential
incremental liquidity support as part of reaching an agreement
with Delphi on this purchase.

According to GM, Delphi is also seeking to address its underfunded
pension plans and to secure exit financing to successfully emerge
from bankruptcy.  GM said that based on current agreements with
Delphi, it is required to absorb the remaining hourly pension plan
only under certain conditions, which are not currently expected to
be met.

GM, however, noted that that it has no obligation to absorb
Delphi`s salaried pension plan.  "As such, the Federal loan
support outlined in the Company's revised Plan does not
contemplate the transfer of either the hourly or salaried pension
plans to GM. Delphi is unlikely to be able to support these
underfunded pension plans going forward and may need to terminate
these plans, which would impact the PBGC."

In addition, a portion of Delphi's exit funding needs would be
satisfied through the proceeds stemming from the sale of sites to
GM, the automaker said.  "However, given current capital market
environments, it is uncertain whether Delphi will be able
to raise the balance of the funding necessary to exit bankruptcy.

If Delphi is unsuccessful in addressing its underfunded pension
plans and raising exit financing, it would represent a significant
risk to its revised Plan, GM said.  "In this event, the Company
would consider alternative strategies, including utilizing other
sources of supply, albeit requiring some lead time to accomplish."

              Delphi's April 2 Deadline to File Plan

Delphi filed for bankruptcy protection in October 2005, filed its
proposed plan of reorganization in September 2007, and obtained
confirmation of the amended version of that Plan in January 2008.
The Plan, however, was not consummated after a group led by
Appaloosa Management, L.P., backed out from their proposal to
provide $2,550,000,000 in equity financing to Delphi.

Delphi, on October 3, filed a modified Plan that did not require
funding by Appaloosa, but required more support from General
Motors.  Delphi, however, failed to move forward with that plan
after failing to arrange adequate exit debt financing.

Delphi had obtained extensions of the maturity date of its
$4.35-billion debtor-in-possession financing due to delays in its
exit from bankruptcy.  When the DIP facility couldn't be extended
past December 31, Delphi reached an accommodation agreement with
lenders under its two most senior tranches of its three-tier DIP
facility.  The lenders, which have allowed Delphi to retain drawn
proceeds from the loan despite the expiration of the DIP facility
in December 2008, have required Delphi to submit a reorganization
plan by April 2, 2009.  Delphi is required to obtain Court
approval of the disclosure statement to the April 2 plan not later
than May 2, 2009.  The Accommodation Agreement expires June 30,
2009, but could be terminated earlier, on May 5, 2009, if the
milestones are not achieved.

                       About General Motors

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

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

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

                        *     *     *

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

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

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

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

                      About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which did not require funding by Appaloosa, but
required more support from General Motors.  Delphi, however,
failed to move forward with that plan after failing to arrange
exit debt financing.

Delphi has reached an accommodation agreement with certain lenders
of its $4.35-billion debtor-in-possession financing.  The lenders,
which have allowed Delphi to retain drawn proceeds despite the
expiration of the DIP facility in December 2008, have required
Delphi to submit a reorganization plan by April 2, 2009.

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


GENERAL MOTORS: Delphi Gets SEC Nod to Redact Terms of MRA Pact
---------------------------------------------------------------
Delphi Corp. obtained approval from the Securities and Exchange
Commission of its request for confidential treatment of
information it excluded from an exhibit to its third quarter 2008
results on Form 10-Q that it filed on November 10, 2008.

Based on representations by Delphi that the excluded items from
the exhibit qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the SEC's Division of Corporation Finance has
determined not to publicly disclose them.  The SEC's order said
that the excluded information from "Exhibit 10(f)" will not be
released through December 31, 2015.

The Exhibit 10(f) is a copy of the Amended and Restated Master
Restructuring Agreement dated September 12, 2008, between Delphi
and its former parent General Motors Corp.

The MRA is one of two comprehensive settlement agreements reached
with GM that Delphi filed together with its proposed plan of
reorganization, the original version of which was filed in
September 2007.  The MRA governs certain aspects of Delphi and
GM's commercial relationship following Delphi's emergence from
Chapter 11.  The MRA addresses, among other things, the scope of
GM's existing and future business awards to Delphi and related
pricing agreements and sourcing arrangements, GM commitments with
respect to reimbursement of specified ongoing labor costs, the
disposition of certain Delphi facilities, and the treatment of
existing agreements between Delphi and GM.  The other agreement,
the Global Settlement Agreement, resolves outstanding issues among
Delphi and GM that have arisen or may arise before Delphi's
emergence from Chapter 11, including, commitments regarding OPEB
and pension obligations, other GM contributions with respect to
labor matters, releases, and claims treatment.  In September 2008,
due to delays in implementing its Bankruptcy Court-confirmed plan
of reorganization, Delphi sought amendments to the GSA and MRA to
authorized those agreements to be effective independent of and in
advance of the effective date of the company's POR.  At the time
it sought the amendments, Delphi said it will receive support from
GM valued at $10.6 billion.

Items from the MRA that were omitted because they were
confidential include:

   * The terms of an access agreement which (i) grants GM, under
     certain circumstances, access to Delphi's facilities, and
     (ii) takes effect after Delphi's emergence from bankruptcy
     (the omitted items include the period of the agreement and
     the events that would trigger right of access);

   * The net separation costs ($75 million less the amounts the
     buyer agrees to pay) incurred by Delphi as a result of the
     sale of its global interiors businesses, global steering
     business and Sandusky business,

   * Outstanding GM purchase orders, and recently awarded business
     by GM to Delphi,

   * A four-page spreadsheet on contract extensions,

   * Changes in manufacturing location in respect of various
     product lines,

   * Form of monthly invoice for the aggregate amount of the
     applicable cash burn percentage of production cash burn
     incurred at all "support facilities."  The table provides for
     certain reimbursement amounts for the cash burn, which is
     defined as the sum specified cash expenditures by Delphi less
     net sales at each support facility.  A portion in the MRA
     provides that for the purposes of determining Production Cash
     Burn, overhead will be deemed to be a fixed 2.25% of net
     sales for all Support Facilities except for the Flint East
     Facility, the Sandusky Facility, the Saginaw Steering
     Facility, the Adrian Facility, and the Athens Facility where
     overhead will be deemed to be 5.0% of net sales.

   * Letter from Bill Hurles, of GM, to Jeff Paprocki, of Delphi,
     dated February 1, 2007, under which both parties have agreed
     to work together to minimize excess and obsolete materials
     with respect to the Support Facilities, and

   * the GM intellectual property proposal.

A copy of the MRA on Exhibit 10(f) is available at:

         http://researcharchives.com/t/s?39f5

                      About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.  The
Plan has not been consummated after a group led by Appaloosa
Management, L.P., backed out from their proposal to provide
US$2,550,000,000 in equity financing to Delphi.

Delphi, on October 3, filed modifications to their Plan of
Reorganization, which did not require funding by Appaloosa, but
required more support from General Motors.  Delphi, however,
failed to move forward with that plan after failing to arrange
exit debt financing.

Delphi has reached an accommodation agreement with certain lenders
of its $4.35-billion debtor-in-possession financing.  The lenders,
which have allowed Delphi to retain drawn proceeds despite the
expiration of the DIP facility in December 2008, have required
Delphi to submit a reorganization plan by April 2, 2009.

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

                       About General Motors

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

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

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

                        *     *     *

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

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

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

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


GEORGIA GULF: Weak Housing Markets Cue Fitch's Junk Ratings
-----------------------------------------------------------
Fitch Ratings has downgraded Georgia Gulf Corp.'s Issuer Default
Rating to 'CC' from 'B-' given continued weakness in the North
American housing markets and the sharp decline in industrial
markets associated with the global economic recession.

Fitch has taken additional rating actions:

-- Senior secured revolving credit facility to 'B/RR1' from
   'BB-/RR1';

  -- Senior secured term loan B to 'B/RR1' from 'BB-/RR1';

  -- Senior unsecured notes to 'C/RR6' from 'CCC/RR6';

  -- Senior subordinated notes to 'C/RR6' from 'CCC/RR6'.

The ratings reflect continued weak demand for GGC's products,
compressed margins, and tight liquidity.  GGC's end-markets are
reliant on the level of residential construction and remodeling.
In addition, fourth quarter results were impacted by the economic
contraction as well as inventory holding losses in Aromatics
driven by benzene and propylene price declines.  GGC has closed
two PVC resin plants representing about 25% of its capacity,
consolidated production, reduced headcount by 15%, frozen salaries
and its pension plan.

GGC had cash on hand of roughly $90 million and $143 million
available under its revolver.  Fitch does not believe GGC will be
in compliance with its bank debt covenants on June 30, 2009 and
the company is working on covenant relief.  Management believes
that internally generated cash flow will be sufficient to cover
its obligations in 2009.  In a prolonged downturn, Fitch believes
GGC will require its current revolver availability to provide
adequate liquidity.

Based in Atlanta, GGC is a commodity chemicals producer.  Its
product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  GGC earned approximately
$174 million of EBITDA from continuing operations on sales of $2.9
billion in 2008.


GLOBAL NETWORK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Global Network Communications, Inc.
        1144 31st Drive
        Long Island City, NY 11106

Bankruptcy Case No.: 09-10868

Type of Business: The Debtor is a payphone operator.

Chapter 11 Petition Date: February 26, 2009

Court: Northern District of California (Oakland)

Judge: Stuart M. Bernstein

Debtor's Counsel: Joseph P. Garland, Esq.
                  jpg65@columbia.edu
                  275 Madison Avenue, 11th Floor
                  New York, NY 10016
                  Tel: (212) 213-1812
                  Fax: (212) 213-1816

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Ronald E. Massie, president.


HAYES LEMMERZ: Fitch Junks Issuer Default Rating from 'B-'
----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings and
outstanding debt ratings of Hayes Lemmerz International Inc. and
its subsidiaries:

Hayes Lemmerz International, Inc.

  -- IDR to 'CCC' from 'B-';

HLI Operating Company, Inc.

  -- IDR to 'CCC' from 'B-';

  -- Senior secured revolving credit facility to 'B-/RR3' from
     'B+/RR2';

Hayes Lemmerz Finance - Luxembourg S.A. (European Holdco)

  -- IDR to 'CCC' from 'B-';

  -- Senior secured revolving credit facility to 'B-/RR3' from
     'B+/RR2';

  -- Senior secured Euro synthetic LOC facility to 'B-/RR3' from
     'B+/RR2';

  -- Senior secured Euro term loan to 'B-/RR3' from 'B+/RR2';

  -- Senior unsecured Euro notes to 'C/RR6' from 'CCC/RR6'.

All ratings remain on Rating Watch Negative, where they were
originally placed on Dec. 11, 2008.  Fitch's actions affect
approximately $570 million of balance sheet debt.  The downgrades
reflects Fitch's expectations for a deep and extended decline in
global auto volumes and the terms of the amended credit facility
which only provides HAYZ covenant relief for a year.  Fitch
expects every major region of the world to experience a decline in
sales in 2009, which will pressure all auto suppliers.

The Rating Watch Negative was discussed in the Dec. 11, 2008 Fitch
commentary titled 'Fitch Places Seven U.S. Auto Suppliers on
Rating Watch Negative.'  As discussed in the aforementioned
commentary, the Rating Watch Negative is based on the uncertain
longer-term federal assistance for the U.S. original equipment
manufacturers and the impact of a potential bankruptcy filing by
General Motors.  In the event of a General Motors bankruptcy,
Fitch's prospective IDR for HAYZ could be 'CC'.  The Rating Watch
Negative is also based on Fitch's concerns about the credit
facility covenants which return to their original terms on
April 30, 2010.

HAYZ was provided credit facility covenant relief prior to the
close of its fiscal year ending Jan. 31, 2009.  Fitch estimates
that without the amendments HAYZ would have violated its 3.5 times
(x) net leverage covenant, which was amended to 5.5x for the
period.  Fitch believes this amendment and the new covenant levels
(including a 7.25x leverage level for the third quarter ending
Oct. 31, 2009) are indicators of the significant impact the
industry environment has had on HAYZ' business.  HAYZ reported
2.5x credit facility net leverage at the end of October.  Without
a global auto and commercial truck market turnaround, Fitch
believes HAYZ will have to renegotiate its credit facilities again
in a year.

Fitch expects global automotive market weakness to continue
through 2009 with possible modest improvement in 2010.  Fitch
estimates no material rebound in commercial truck volume in North
America this year especially in the first half and commercial
truck production in Western Europe to decline significantly.
These market weaknesses will pressure HAYZ's cash flow and margins
throughout the year.  To adjust to the volume declines HAYZ has
reduced manufacturing costs, reduced SG&A expenses, and brought
its capital expenditures down to maintenance levels.

The ratings are supported by HAYZ's leading position in the global
wheel market, geographic and customer diversity, and significant
progress in restructuring operations. HAYZ has no significant debt
maturities until 2014.

Fitch has adjusted its recovery valuation of HAYZ to reflect the
more severe market downturn.  The analysis remains based on a
going concern scenario rather than liquidation.  Recovery ratings
on the senior secured debt have been downgraded to 'RR3' (51%-70%
recovery) from 'RR2' and the recovery ratings on HAYZ's senior
unsecured Euro notes remain 'RR6' (0%-10% recovery).

Including the cash and marketable securities balance of
$57 million, total liquidity at the end of HAYZ's third quarter on
Oct. 31, 2008 was approximately $166 million.  At quarter end,
HAYZ had $16 million of borrowing under its $125 million secured
revolver.  As of Oct. 31, 2008 Fitch calculates that HAYZ debt-to-
LTM EBITDA remained virtually flat at 3.7x, from 3.8x at the end
of its fiscal year ending Jan. 30, 2009.  Fitch's calculated debt-
to-EBITDA metric is more conservative than HAYZ's reported debt-
to-LTM adjusted EBITDA figure.

HAYZ is the world's largest producer of automotive and commercial
highway steel and aluminium wheels, having operations in 13
countries and approximately 7,500 employees.  HAYZ is now a
wheels-focused company after divestures of its components segment
businesses over the last several years.  In fiscal 2007, 96% of
HAYZ's revenue came from global wheel sales and 80% of HAYZ's
revenue came from outside the U.S.


HERITAGE COMMUNITY: Illinois Regulators Appoint FDIC as Receiver
----------------------------------------------------------------
Heritage Community Bank, based in Glenwood, Illinois, was closed
on Fri., Feb. 27, 2009, by the Illinois Department of Financial
Professional Regulation, Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, N.A., Chicago, Illinois, to
assume all of the deposits of Heritage Community Bank.

The four offices of Heritage Community Bank reopened as branches
of MB Financial Bank on Sat., Feb. 28, 2009.  Depositors of
Heritage Community Bank automatically became depositors of MB
Financial Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.

As of Dec. 5, 2008, Heritage Community Bank had total assets of
$232.9 million and total deposits of $218.6 million. In addition
to assuming all of the deposits of the failed bank, including
those from brokers, MB Financial Bank agreed to purchase
approximately $230.5 million in assets at a discount of
$14.5 million.  The FDIC will retain the remaining assets for
later disposition.

The FDIC and MB Financial Bank entered into a loss-share
transaction.  MB Financial Bank will share in the losses on
approximately $181 million in assets covered under the agreement.
The loss-sharing arrangement is projected to maximize returns on
the assets covered by keeping them in the private sector.  The
agreement also is expected to minimize disruptions for loan
customers as they will maintain a banking relationship.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $41.6 million.  MB Financial Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives.  Heritage Community Bank
is the fifteenth FDIC-insured institution to fail in the nation
this year and the third in the state.  The last FDIC-insured
institution closed in Illinois was Corn Belt Bank and Trust
Company, Pittsfield, on Feb. 13, 2009.

Heritage Community Bank is not affiliated with Heritage Bank of
Central Illinois, Heritage Bank of Schaumburg, or Heritage State
Bank, Lawrenceville.


HERTZ CORP: Bank Loan Sells at 30% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Hertz Corporation
is a borrower traded in the secondary market at 65.85 cents-on-
the-dollar during the week ended February 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a decrease of 2.37 percentage
points from the previous week, the Journal relates.

Hertz bank debt traded in the secondary market at 68.22 cents-on-
the-dollar during the week ended February 20, 2009, an increase of
1.47 percentage points from the week before last.  The loan
matures on December 21, 2012.  Hertz pays 150 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
Ba1 rating and Standard & Poor's BB+ rating.

Meanwhile, participations in a syndicated loan under which Avis
Budget Car Rental LLC is a borrower traded in the secondary market
at 37.80 cents-on-the-dollar during the week ended February 27,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
3.92 percentage points from the previous week, the Journal
relates.  The loan matures April 1, 2012.  Avis Budget pays 125
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's Ba3 rating and Standard & Poor's B rating.

Syndicated loans of auto parts makers also slid in secondary
market trading during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Investors avoided TRW Automotive and Visteon Corp. bank debt.
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar, a drop of 7.13 percentage points -- at 64.33 cents-on-the-
dollar -- from the previous week.  TRW Automotive pays 150 basis
points to borrow under the facility.  The bank loan carries
Moody's Ba1 rating and Standard & Poor's BBB- rating.

Visteon Corp. bank debt continued its slide, trading in the
secondary market at 17.71 cents-on-the-dollar during the week
ended February 27, 2009.  This represents a drop of 2.50
percentage points -- at 20.21 cents-on-the-dollar -- from the
previous week.  The loan matures May 30, 2013.  Visteon pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B- rating.

Dana Corporation bank debt traded in the secondary market at 30.43
cents-on-the-dollar, a drop of 2.97 percentage points -- at 33.40
cents-on-the-dollar -- from the previous week.  The loan matures
January 31, 2015.  Dana pays 375 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's B+ rating.

Lear Corp. bank debt traded in the secondary market at 34.57
cents-on-the-dollar, a drop of 3.99 percentage points -- at 38.56
cents-on-the-dollar -- from the previous week. The loan matures
March 29, 2012.  Lear pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan is not rated.

                        About Hertz Corp.

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


HILL-ROM HOLDINGS: S&P Assigns 'BB+' Initial Subordinated Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BBB-' senior unsecured rating and preliminary 'BB+'
subordinated rating to debt securities filed by Batesville,
Indiana-based Hill-Rom Holdings Inc. as part of a Rule 415 shelf
registration.  This filing falls under the SEC's well-known
seasoned issuer rules, which do not require a dollar amount of
securities to be registered.

The BBB-/Stable/-- corporate credit rating on Hill-Rom reflects
the company's satisfactory business risk profile, highlighted by
its market-leading position in its hospital beds and surfaces
business, and its low debt leverage, sufficient liquidity, and
overall intermediate financial risk profile.  Rating concerns
include the tight capital budgets of its hospital clients, its
relatively narrow focus on beds and surfaces, the disappointing
performance of the company's rental business, and the possibility
that Hill-Rom's acquisition strategy could become more aggressive
following the expiration of the company's distribution agreement
with Hillenbrand.

                          Ratings List
                      Hill-Rom Holdings Inc.

      Corporate credit rating                BBB-/Stable/--

                         Ratings Assigned

       Senior unsecured shelf debt            prelim BBB-
       Subordinated shelf debt                prelim BB+


HOME INTERIORS: Can Sell Computer Equipment to Home & Garden
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved on Feb. 26, 2009, the motion of Dennis Faulkner, the
Chapter 11 Trustee in Home Interiors & Gifts, Inc., and its
debtor-affiliates' bankruptcy cases, for (i) the exercise of the
Company's equipment purchase option on its computer equipment
lease agreement with Dell Financial Services, L.P.; and (ii) the
immediate sale of the computer equipment to Home & Garden Party
free and clear of all liens, claims, encumbrances, and interests.

As reported in the Troubled Company Reporter on Feb. 9, 2009, Dell
Financial Services assigned its interest in the lease to
Citicorp Vendor Finance, Inc. on July 13, 2007, and Citicorp
Vendor Finance in turn assigned its interest to CIT Technology
Financing (the Lessor) on July 19, 2007.

As reported in the Troubled Company Reporter on Jan. 8, 2009, the
Court approved at a sale hearing on Dec. 23, 2008, the sale of
substantially all of the domestic assets of Home Interior & Gifts,
Inc., and Home Interiors de Puerto Rico, Inc., to Home & Garden
Party, Ltd., a Texas limited partnership, free and clear of all
liens, claims, encumbrances, and interests, for the purchase price
of $6,882,000.  Home & Garden Party had sought to buy the computer
equipment subject to the lease, but because the Trustee was unable
to give sufficient notice of the proposed transaction to the
Lessor, the sale was not completed.

The Lessor agreed to allow the Trustee to exercise the purchase
option for the total consideration of $50,000.  The Trustee, in
turn will immediately sell the computer equipment to Home and
Garden Party for the sum of $100,000.  The Trustee is currently
holding $75,000 of the purchase in escrow and Home & Garden Party
will contribute an additional $25,000 to complete the sale.

At closing the Trustee will distribute the proceeds of the sale,
as follows:

  -- $50,000 of the escrowed funds will be distributed to CIT in
     full satisfaction of its claim;

  -- $50,000 will be transferred to the Pre-Petition Asgent, for
     the Prepetion Lenders.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Munsch Hardt Kopf &
Harr, PC represents the Committee in these cases.  Kurtzman Carson
Consultants LLC is the Official Noticing and Balloting Agent.  In
its schedules, Home Interiors & Gifts, Inc. listed $88,653,051 in
total assets, and $510,451,698 in total liabilities.

As reported in the Troubled Company Reporter on Dec. 11, 2008, the
Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C. is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


HOME INTERIORS: Court OKs Sale of Mexican Entities' Capital Stock
------------------------------------------------------------------
At the request of Dennis Faulkner, the Chapter 11 Trustee for Home
Interiors & Gifts, Inc., including its wholly owned debtor
subsidiaries, the U.S. Bankruptcy Court for the Northern District
of Texas approved on Feb. 26, 2009, the sale of the capital stock
of Home Interiors de Mexico, S de RL de CV, and Home Interiors de
Mexico, S.A. de C.V. (collectively, the Mexican Entities) and all
trademarks related to the operation of the Mexican Entities, free
and clear of all liens, claims, encumbrances, and interests, to
Marks Hill Mexico Direct Selling I, LLC and Marks Hill Mexico
Direct Selling II, LLC, for the purchase price of $1,250,000.

The buyers submitted the lone bid at the Feb. 23, 2009, auction.
The Pre-Petition Agent and the Pre-Petition Lenders consented to
the sale, under the terms of the order, including the provisions
concerning distribution of the sale proceeds.

Pursuant to the order, the Trustee is authorized and directed to
disburse the Sale Proceeds as follows:

    a. to Houlihan Lokey Howard & Zukin Capital, Inc., the
       Debtors' investment bankers and financial advisor, the
       amount of $125,000.00 in net fees and $4,617.00 in
       outstanding expenses from the sale proceeds at closing;

    b. to a bank of the Pre-Petition Agent's choosing, 35% of the
       remaining sale proceeds to be held pursuant to the Second
       Final Order authorizing the Debtors' Use of Cash
       Collateral; and

    c. the remainder to the Pre-Petition Agent, for the benefit
       of the Pre-Petition Lenders.

As previously disclosed, on Dec. 3, 2008, the Court gave the
Debtors permission to sell their assets pursuant to competitive
bidding and public auction.  No stalking horse bidder for each of
the asset groups was named.

A full-text copy of the Stock Purchase Agreement is available at:

http://bankrupt.com/misc/HomeInteriors.StockPurchaseAgreement.pdf

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Munsch Hardt Kopf &
Harr, PC represents the Committee in these cases.  Kurtzman Carson
Consultants LLC is the Official Noticing and Balloting Agent.  In
its schedules, Home Interiors & Gifts, Inc. listed $88,653,051 in
total assets, and $510,451,698 in total liabilities.

As reported in the Troubled Company Reporter on Dec. 11, 2008, the
Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C. is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


HOMELAND SECURITY: Dec. 31 Balance Sheet Upside Down by $809,448
----------------------------------------------------------------
Homeland Security Capital Corporation's balance sheet at
December 31, 2008, showed total assets of $37,014,687, total
liabilities of $37,654,367 and warrants payable - Series H
totaling $169,768, resulting in total stockholders' deficit of
$809,448.

For the three months ended December 31, 2008, the Company recorded
contract revenue of $22,212,461 and contract cost was $18,480,949.
Operating expenses for the three months ended December 31, 2008
were $3,387,548. The Company had net other expense of $611,015 for
the three months ended December 31, 2008. The Company incurred
income taxes in the three months ended December 31, 2008 in the
amount of $143,000 as a result of income taxable to state
jurisdictions that is not subject to offset by NOL carryovers.

As a result, the Company recorded a net loss from continuing
operations of $410,051 for the three months ended December 31,
2008.

                     About Homeland Security

Headquartered in Arlington, Virginia, Homeland Security Capital
Corporation (OTC BB: HOMS) -- http://www.hscapcorp.com/-- is a
consolidator in the fragmented homeland security industry.  The
company acquires companies that provide security services and
products.  The company is headed by former Congressman C. Thomas
McMillen, who served three consecutive terms in the U.S. House of
Representatives from the 4th Congressional District of Maryland.

The Company has historically incurred losses which have resulted
in a total retained deficit of $62,412,158 at December 31, 2008.
Management recognizes it will be necessary to continue to generate
positive cash flow from operations and have availability to other
sources of capital to continue as a going concern.


HUNTSMAN ICI: Bank Loan Sells at 30% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 68.60 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.70 percentage points from
the previous week, the Journal relates.

The bank loan matures April 23, 2014.  Huntsman pays 150 basis
points above LIBOR to borrow under the facility.  The bank loan
carries Moody's Ba1 rating and Standard & Poor's BB+ rating.

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

                       *     *     *

As reported by the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services kept its ratings on Huntsman
Corp., including the 'BB-' corporate credit rating, on
CreditWatch, where they were placed on June 26, 2007, with
negative implications.  S&P said: "This update follows Huntsman's
announcement that it has terminated its merger agreement with
Hexion Specialty Chemicals Inc.  Under the terms of a settlement
with Hexion and Apollo Management L.P., Huntsman expects to
receive cash payments of $1 billion, consisting of $750 million of
settlement payments and $250 million of cash proceeds from the
issuance of 10-year convertible notes to Apollo affiliates, which
Huntsman can repay in cash or common stock.  The settlement
payments consist of $325 million from a break-up fee due from
Hexion, which Hexion will fund through an existing committed
credit facility, and $425 million that Apollo affiliates will
fund.  At least $500 million of the payments are to be paid to
Huntsman on or before Dec. 31, 2008.


IMPLANT SCIENCES: Posts $2MM Net Loss in Quarter Ended Dec. 31
--------------------------------------------------------------
Implant Sciences Corporation posted a $2,061,000 net loss in the
three months ended December 31, 2008, on total revenues of
$1,519,000.

Cost of revenues for the three months ended December 31, 2008 were
$881,000 as compared with $408,000 for the comparable prior year
period, an increase of $473,000 or 115.9%.  The increase in cost
of revenues is primarily a result of the increase in sales of
security products and increase in government contract revenue and
the associated direct expenses of the contracts.

Gross margin for the three months ended December 31, 2008, was
$638,000 or 42.0% of security revenues as compared with negative
gross margin of $39,000 or (10.6%) of security revenues for the
comparable prior year period.  The increase in gross margin is a
result of increased sales volume of the Company's handheld
explosives detection equipment; design changes to its handheld
explosives detectors which improved the manufacturability; and
overall cost efficiencies realized in the production process,
including efficiencies realized by its outsourced contract
manufacturer.

Research and development expense for the three months ended
December 31, 2008 was $751,000 as compared with $663,000 for the
comparable prior year period, an increase of $88,000 or 13.3%.
Selling, general and administrative expenses for the three months
ended December 31, 2008 was $1,561,000 as compared with $1,488,000
for the comparable prior year period, an increase of $73,000, or
4.9%.   For the three months ended December 31, 2008, the Company
recorded other expense, net of $416,000 as compared with other
income, net of $320,000, for the comparable prior year period, an
increase in other expense, net of $736,000.

Loss from continuing operations for the three months ended
December 31, 2008 was $2,090,000 as compared with $1,870,000 for
the comparable prior year period, an increase of $220,000, or
11.8%.  The increase in loss from continuing operations is
primarily the result of the increase in interest expense and
realization of unrealized loss of the Company's share of
CardioTech's stock owned by CorNova; offset by increased sales of
its handheld explosives detection product and improved gross
margins resulting from these sales.

Preferred distribution, dividends and accretion on the Series D
Redeemable Convertible Preferred Stock for the three months ended
December 31, 2008 was $18,000 as compared with $289,000 for the
comparable prior year period, a decrease of $271,000 or 93.8%.

Income from discontinued operations for the three months ended
December 31, 2008 was $29,000 as compared with net loss from
discontinued operations of $2,945,000 for the comparable prior
year period, a decrease in loss from discontinued operations of
$2,974,000.

Net loss for the six months ended December 31, 2008 was
$1,705,000, or $0.12 per share, as compared to $7,017,000, or
$0.59 per share, for the comparable prior year period.  Net loss
for the three and six months ended December 31, 2007 included loss
from discontinued operations of $2,945,000 and $3,582,000,
respectively.

As of December 31, 2008, the Company's cash position improved to
$724,000 as compared to $412,000 as of June 30, 2008.  The Company
has approximately $200,000 cash as of today and will need to
secure additional cash resources in the next 30 days.

Glenn D. Bolduc, President and CEO of Implant Sciences, commented,
"Our second quarter was a quarter of dynamic change where several
important objectives were met, and which we believe set the stage
for our future growth and success.  We have completed the sale of
substantially all business units and assets which are not
strategic to our security business.  As a result, the Company is
now squarely focused on building its security business and offers
investors a "pure-play" in security technology (or explosive
detection).  Due to our recent financing, we have eliminated our
obligations to both Laurus and Bridge Bank.  Our relocation into a
modern facility should provide much needed operational
efficiencies and cost-savings.  The restructuring efforts executed
in the second quarter left us with a highly qualified and
effective team to execute on our ongoing growth strategy.

"We believe that the growth in sales of our detection technology
solutions, combined with our market research supports growing
global demand for explosives trace detection equipment and
technology.  Our own recent business development activities
indicate significant opportunities for sales of our existing
handheld explosives detection equipment and soon to be announced
air cargo screening products throughout the world.  We have
targeted Japan, Pakistan and India, in particular, which appear to
have significant demand for handheld explosives detection
equipment, estimated by us to be as much as $50 million over the
next 12 to 18 months."

Mr. Bolduc concluded, "While gratified at the successful
accomplishments in our second quarter, we are mindful that there
are significant challenges ahead.  The Company will require
capital to execute its business plan and is actively engaged in
the pursuit of additional funding.  The ongoing litigation with
Evans Analytical Group, LLC is scheduled for trial in April 2009
and we hope this matter will soon be brought to its conclusion.
However, in spite of the obstacles, we believe we have now put in
place the right team to overcome the hurdles and take advantage of
the growing worldwide opportunities to demonstrate the benefits of
Implant Sciences' security solutions."

The Company has suffered recurring losses from operations and must
repay in full the balance of its senior secured convertible
promissory note on December 10, 2009.  The senior secured
convertible promissory note was recorded at $3,436,000 as of
December 31, 2008 and has a liquidation value of $4,600,000.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," Glenn D. Bolduc,
president, chief executive officer and chief financial officer,
said.

As of December 31, 2008, the Company's balance sheet showed total
assets of $10,309,000, total liabilities of $9,686,000, and total
stockholders' equity of $623,000.

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

                           Resignation

In a separate regulatory filing, the Company disclosed that on
February 20, 2009, Diane J. Ryan resigned as Implant Sciences
Corporation's Vice President, Administration, Treasurer and
Secretary for personal reasons.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries. The Company has developed
proprietary technologies used in its commercial portable and
bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.

                        Going Concern Doubt

UHY LLP on Oct. 14, 2008, expressed substantial doubt about
Implant Sciences Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended June 30, 2008 and 2007.
The auditing firm pointed to the company's recurring losses from
operations.

The Troubled Company Reporter reported on Feb. 9, 2009, that
Implant Sciences Corporation received on Feb. 2, a notice from the
NYSE Alternext US, LLC indicating that the Exchange intends to
initiate proceedings to delist the Company's common stock.  The
Company has appealed this determination and requested an oral
hearing before the Exchange's listing qualifications panel.


INCENTRA SOLUTIONS: Bid Procedures Approved, Moves to Sell Assets
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware to approve proposed bidding procedures
for the sale of substantially all of assets of Incentra Solutions
Inc. and its affiliated debtors, subject to competitive bidding
and auction.

The official committee of unsecured creditors of Incentra opposed
the bid procedures.  The panel said the procedures are not
designed to generate the interest of other competing bidders,
virtually assuring that Laurus Master Fund Ltd., the designated
stalk-horse bidder for the Debtors' assets, will be able to
purchase the assets for an inadequate price, the Committee
asserted.

According to the Troubled Company Reporter on Feb. 17, 2009,
Laurus Master owns 6.9% of the common stock of Incentra Solutions.
In addition, Laurus Master holds warrants and options excercisable
at a nominal that would result in Laurus Masters' owing an
additional 18.7% of the common stock of Incentra Solutions, if
exercised.

Laurus Master could purchase all of the Debtors assets by placing
a credit bid.  The asset purchase agreement provides that the
credit bid amount consists of the prepetition and postpetition
debt owed by the Debtors to Laurus Master including any and all
accrued interest, fees, costs, expenses and other charges.  The
credit bid incorporates a facility payment of $200,000 and
interest of $675,000 owed under the Debtors' request financing
facility.

The Debtors proposed that each bid for their assets must be
accompanied by a good faith deposit in an amount equal to 10% of
the purchase price.

Bruce Grohsgal, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said that the Debtors must obtain court
approval of the sale by March 30, 2009, and closed by April 10,
2009, as required in the postpetition financing.  The Debtors were
allowed to access, on the interim, as much as $4.3 million in
financing from Valens Offshore SPV II Corp. and Valens U.S. SPV I
LLC, affiliates of Laurus Master.

Pagemill Partners LLC will assist the Debtors in selling their
assets to the highest bidder.

A full-text copy of the Debtors' bidding procedures is available
for free at: http://ResearchArchives.com/t/s?3981

A full-text copy of the Debtors' asset purchase agreement is
available for free at: http://ResearchArchives.com/t/s?3982

                     About Incentra Solutions

Headquartered in Boulder, Colorado, Incentra Solutions Inc. --
http://www.incentra.com-- provide information technology
services.  The company and seven of its affiliates filed for
Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Lead
Case No. 09-10370).  Bruce Grohsgal, Esq., at Pachulski, Stang,
Ziehl Young & Jones, represents the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC serves as the Debtors'
claims agent.  Roberta A. DeAngelis, United States Trustee for
Region 3, appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, the listed $92,494,615 in total
assets and $80,301,104 in total debts.


INDYMAC BANK: Inspector General Says OTC Failed to Act Fast
-----------------------------------------------------------
According to an audit report of the Office of Inspector General of
the Department of the Treasury, the primary causes of the failure
of IndyMac Bank, FSB (IndyMac) of Pasadena, California, were
largely associated with its business strategy of originating and
securitizing Alt-A loans on a large scale.  This strategy resulted
in rapid growth and a high concentration of risky assets.  From
its inception as a savings association in 2000, IndyMac grew to
the seventh largest savings and loan and ninth largest originator
of mortgage loans in the United States.  During 2006, IndyMac
originated over $90 billion of mortgages.

The report said that IndyMac's aggressive growth strategy, use of
Alt-A and other nontraditional loan products, insufficient
underwriting, credit concentrations in residential real estate in
the California and Florida markets, and heavy reliance on costly
funds borrowed from the Federal Home Loan Bank (FHLB) and from
brokered deposits, led to its demise when the mortgage market
declined in 2007.  IndyMac often made loans without verification
of the borrower's income or assets, and to borrowers with poor
credit histories.  Appraisals obtained by IndyMac on underlying
collateral were often questionable as well.  As an Alt-A lender,
IndyMac's business model was to offer loan products to fit the
borrower's needs, using an extensive array of risky option-
adjustable-rate-mortgages (option ARMs), subprime loans, 80/20
loans, and other nontraditional products.  Ultimately, loans were
made to many borrowers who simply could not afford to make their
payments.  Regardless, the Material Loss Review of IndyMac Bank,
FSB (OIG-09-032) thrift remained profitable as long as it was able
to sell those loans in the secondary mortgage market.

When home prices declined in the latter half of 2007 and the
secondary mortgage market collapsed, IndyMac was forced to hold
$10.7 billion of loans it could not sell in the secondary market.
Its reduced liquidity was further exacerbated in late June 2008
when account holders withdrew $1.55 billion in deposits. This
"run" on the thrift followed the public release of a letter from
Senator Charles Schumer to the FDIC and Office of Thrift
Supervision.  The letter outlined the Senator's concerns with
IndyMac. While the run was a contributing factor in the timing of
IndyMac's demise, the underlying cause of the failure was the
unsafe and unsound manner in which the thrift was operated.

The Inspector General said that although OTS conducted timely and
regular examinations of IndyMac and provided oversight through
off-site monitoring, its supervision of the thrift failed to
prevent a material loss to the Deposit Insurance Fund.  The
thrift's high-risk business strategy warranted more careful and
much earlier attention.  OTS viewed growth and profitability as
evidence that IndyMac management was capable.  Accordingly OTS
continued to give the thrift high composite CAMELS ratings right
up until shortly before it failed in 2008.

"We found that OTS identified numerous problems and risks,
including the quantity and poor quality of nontraditional mortgage
products.  However, OTS did not take aggressive action to stop
those practices from continuing to proliferate.  OTS had at times
as many as 40 bank examiners involved in the supervision of
IndyMac; however, the examination results did not reflect the
serious risks associated with IndyMac's business model and
practices.  OTS examiners reported Matters Requiring Board
Attention (MRBA) to the thrift, but did not ensure that the thrift
took the necessary corrective actions. OTS also did not always
report all problems found by the examiners, which were evident in
the workpapers but not in the Reports of Examination (ROE). OTS
relied on the cooperation of IndyMac management to obtain needed
improvements. However, IndyMac had a long history of not
sufficiently addressing OTS examiner findings.  OTS did not issue
any enforcement action, either informal or formal, until June
2008."

In short, earlier enforcement action was warranted," the Inspector
General said.  "Our material loss review of IndyMac is the second
such review we have performed of an OTS-regulated financial
institution during the current financial crisis.  In our first
material loss review, of NetBank, FSB, we were critical of OTS for
not taking stronger action when problems noted by examiners
remained uncorrected through several examination cycles. We were
also critical of OTS for delaying formal enforcement action after
it had downgraded the thrift to a 3 in 2006.  With IndyMac, OTS
examiners reacted even slower in addressing issues that were more
severe and with an institution that was nearly 10 times the size."

According to the Inspector General, IndyMac engaged in very high-
risk activities over many years, yet OTS's examiners did not
downgrade the thrift from its 2 rating until early 2008 (except
for a brief downgrade in 2001), and only after IndyMac started to
incur substantial losses from the risky, non-conforming loan
products it could no longer sell on the secondary market.  "It is
important to note that IndyMac did not even appear on OTS's
problem thrift list provided to our office including the June 2008
list provided to us less than a month before the thrift was
closed."

"We believe that it is essential that OTS senior leadership
reflect carefully on the supervision that was exercised over
IndyMac and ensure that the correct lessons are taken away from
this failure. In this regard, we recommend that the Director of
OTS (1) ensure that action is taken on the lessons learned and
recommendations from the OTS internal review of the IndyMac
failure and (2) caution examiners that assigning composite CAMELS
ratings of 1 or 2 to thrifts with high-risk, aggressive growth
business strategies need to be supported with compelling, verified
mitigating factors (such as thrift corporate governance, and risk
management and underwriting controls) that are likely to be
sustainable.  OTS should examine and refine its guidance as
appropriate."

                      OTS Management Response

In its management response, OTS agreed with the Inspector
General's overall findings and recommendations and outlined a
number of actions to address the identified shortcomings. OTS
management also stated that the agency is committed to improve and
strengthen its processes based on the lessons learned from the
failure of IndyMac.

Among the actions planned by OTS is establishing a large savings
association unit in Washington, DC, that will be responsible for
reviewing and concurring with regional office actions for savings
associations with total assets above $10 billion.  To ensure
consistent, timely, and appropriate initiation and resolution of
corrective actions, OTS stated that it plans to implement newly
developed, uniform standards for review and approval of
enforcement actions by its existing Regional Office Enforcement
Review Committees.

OTS also provided a chronological list of actions it is taking or
plans to take to strengthen its supervisory process.  OTS stated
that it plans to issue during the first quarter of 2009 (1)
external guidance to thrifts on the appropriate documentation,
notification, and Thrift Financial Reporting requirements for
capital contributions and (2) internal guidance to re-emphasize to
examiners the importance of problem correction which will
highlight existing requirements for using OTS examination systems
to document corrective actions and supervisory follow-up.  During
the second quarter of 2009, OTS plans to work with the other
federal bank regulatory agencies to revise and reissue interagency
guidance to address liquidity monitoring.

                          About Indymac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had about
$32.01 billion in assets as of July 11, 2008.  In court documents,
IndyMac disclosed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


INSIGHT HEALTH: Dec. 31 Balance Sheet Upside Down by $148.3 Mil.
----------------------------------------------------------------
On February 17, 2009, InSight Health Services Holdings Corp.
(OTCBB: ISGT) disclosed financial results for its second quarter
ended December 31, 2008.

As of December 31, 2008, the Company's balance sheet showed total
assets of $195,978,000 and total liabilities of $344,261,000,
resulting in total stockholders' deficit of $148,283,000.

For the six months ended December 31, 2008, the Company posted a
net loss of $14,003,000.

InSight reported that revenues decreased 11.8% from approximately
$67.0 million for the three months ended December 31, 2007, to
approximately $59.1 million for the three months ended
December 31, 2008.  Revenues from fixed operations decreased
approximately 16.5% from approximately $43.4 million for the three
months ended December 31, 2007, to approximately $36.2 million for
the three months ended December 31, 2008, principally due to sales
of imaging centers.  Revenues from mobile operations decreased
approximately 3.2% from approximately $23.7 million for the three
months ended December 31, 2007, to approximately $22.9 million for
the three months ended December 31, 2008 principally due to a
reduction in contractual rates upon contract renewals with certain
customers.

Revenues decreased approximately 9.3% from approximately
$134.8 million for the six months ended December 31, 2007, to
approximately $122.2 million for the six months ended December 31,
2008.  Revenues from fixed operations decreased approximately
12.8% from approximately $86.5 million for the six months ended
December 31, 2007, to approximately $75.4 million for the six
months ended December 31, 2008 primarily due to sales of imaging
centers.  Revenues from mobile operations decreased approximately
3.0% from approximately $48.3 million for the six months ended
December 31, 2007, to approximately $46.8 million for the six
months ended December 31, 2008 mainly due to a reduction in
contractual rates upon contract renewals with certain customers.

Net cash provided by operating activities was approximately
$9.1 million for the six months ended December 31, 2008 and
resulted primarily from Adjusted EBITDA of approximately
$21.1 million less approximately $13.1 million of cash paid for
interest, offset by a net change in operating assets and
liabilities of $1.4 million.

At December 31, 2008, InSight had approximately $48.4 million in
cash, cash equivalents and restricted cash -- including
approximately $26.8 million that was subject to the lien for the
benefit of the senior secured floating rate notes -- and
approximately $17.6 million of availability under its revolving
credit facility, based on its borrowing base.  At December 31,
2008, there were no outstanding borrowings under the credit
facility; however, there were letters of credit of approximately
$2.2 million outstanding under the credit facility of which
approximately $0.3 million were cash collateralized.

Adjusted EBITDA decreased approximately 18.1% from approximately
$11.3 million for the three months ended December 31, 2007, to
approximately $9.3 million for the three months ended December 31,
2008 and decreased 16.8% from approximately $25.3 million for the
six months ended December 31, 2007 to $21.1 million for the six
months ended December 31, 2008.  Adjusted EBITDA for the three
months ended December 31, 2008 decreased 21.2% from approximately
$11.8 million for the three months ended September 30, 2008.
Adjusted EBITDA is defined as earnings before interest expense,
income taxes, depreciation and amortization, excluding impairment
of intangible assets, gain on sales of centers, reorganization
items, net and gain on purchase of notes payable.

Adjusted EBITDA has been included because InSight believes that it
is a useful tool for it and its investors to measure its ability
to provide cash flows to meet debt service, capital projects and
working capital requirements.  Adjusted EBITDA should not be
considered an alternative to, or more meaningful than, income from
company operations or other traditional indicators of operating
performance and cash flow from operating activities determined in
accordance with accounting principles generally accepted in the
United States.  InSight presents the discussion of Adjusted EBITDA
because covenants in the agreements governing its material
indebtedness contain ratios based on this measure.  While Adjusted
EBITDA is used as a measure of liquidity and the ability to meet
debt service requirements, it is not necessarily comparable to
other similarly titled captions of other companies due to
differences in methods of calculations.

A full-text copy of the Company's quarterly report is available
for free at: http://researcharchives.com/t/s?39f0

                           About InSight

Based in Lake Forest, California, InSight Health Services Holdings
Corp. (OTCBB:ISGT) -- http://www.insighthealth.com/-- is a
nationwide provider of diagnostic imaging services.  It serves
managed care entities, hospitals and other contractual customers
in over 30 states, including these targeted regional markets:
California, Arizona, New England, the Carolinas, Florida and the
Mid-Atlantic states.

InSight Health's network consisted of 109 fixed-site centers and
108 mobile facilities as of Dec. 31, 2006.  The company and its
affiliate, InSight Health Services Corp., filed for Chapter 11
protection on May 29, 2007 (Bankr. D. Del. Case Nos. 07-10700 and
07-10701).  Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, represent
the Debtors.

In schedules filed with the Court, Insight Health disclosed total
assets of $87,102,870 and total debts of $525,448,053.  Its
debtor-affiliates, Insight Health Services, disclosed total assets
of $505,285,296 and total debts of $525,500,934.  Insight Health
and its debtor-affiliates' pre-packaged Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the District
of Delaware on July 10, 2007, became effective on Aug. 1, 2007.


INTROGEN THERAPEUTICS: Wins Nod to Auction Off Equipment & Patents
------------------------------------------------------------------
Introgen Therapeutics Inc. won permission from the U.S. Bankruptcy
Court for the Western District of Texas to auction off equipment
and patents on April 7, Bloomberg's Bill Rochelle said.

According to the report, bids are initially due March 20.  The
Court will convene a hearing to approve the sale on the same day
the auction is scheduled.

Introgen Therapeutics Inc. is a cancer-drug developer.  Introgen
Therapeutics filed for Chapter 11 on Dec. 3, 2008 (Bankr. W.D.
Texas, Case No. 08-12442). Patricia Baron Tomasco, Esq., at Brown
McCarroll, L.L.P., is the Company's bankruptcy lawyer.  In its
petition, the Company listed assets of $9,107,868 and debts of
$12,932,950.


IRIDIUM SATELLITE: Moody's Upgrades Corp. Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service upgraded Iridium Satellite LLC's
corporate family rating to Ba3 from B2 and probability of default
rating to Ba3 from B1, along with changes to the ratings of
individual debt instruments as listed below.  At the same time,
Moody's revised Iridium's rating outlook to stable from developing
while affirming the company's SGL-1 speculative grade liquidity
rating (indicating very good liquidity).

The upgrades reflect very strong operational performance
characterized by steadily increasing revenues, EBITDA margins, and
free cash flow generation that have resulted in very strong credit
protection measures.  At 30 September 2008, Iridium's Free Cash
Flow/Debt and Debt/EBITDA leverage measures stood at approximately
30% and 1.8x, respectively (both measures as adjusted by Moody's).
In turn, Iridium prepaid $22 million of outstanding debt under its
1st lien term loan facility in October 2008, which Moody's
estimates has further improved Debt/EBITDA to approximately 1.4x.
In addition, Iridium's revised Ba3 CFR reflects the likelihood
that the pending merger transaction will close during the first
half of 2009, at which time as per the terms of the agreement, a
further $80 million of outstanding 1st lien debt will get repaid
($15 million repayment if the transaction does not proceed).

Moody's notes that even if the transaction does not close, Iridium
has sufficient cash flow generating capacity to repay all
outstanding debt within a reasonably short time period (although
the risk remains that this may not occur given the absence of
mandatory triggers to affect the same).  The Ba3 CFR is
subsequently counterbalanced, in some respect, by the absence of
any definitive statement from the company regarding debt
repayment, as well as the lack of details regarding finalization
and implementation of a plan to launch its next generation
satellite constellation, "Iridium Next", which are still pending.

The rating outlook is stable, reflecting expectations of stable
financial and operational performance and Moody's belief that
further upward ratings migration is unlikely in the near- to
medium-term pending a clearly articulated feasible plan to replace
its existing satellite constellation.

Upgrades:

Issuer: Iridium Satellite LLC

  -- Corporate Family Rating, Upgraded to Ba3 from B2

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

-- Senior Secured Bank Credit Facility 1st Lien, Upgraded to
   Ba2 (LGD3, 35%) from B1 (LGD3, 37%)

  -- Senior Secured Bank Credit Facility 2nd Lien, Upgraded to B2
     (LGD5, 87%) from B3 (LGD6, 95%)

Outlook Actions:

Issuer: Iridium Satellite LLC

  -- Outlook, Changed To Stable From Developing

Moody's most recent rating action was on 6 October 2008, at which
time Moody's changed Iridium's outlook to Developing from Stable
while affirming its B2 CFR and SGL-1 liquidity rating.  For
additional commentary concerning the rating action, please refer
to Moodys.com to review the related Credit Opinion (to be posted
shortly following the date of this press release).

Headquartered in Bethesda, Maryland, Iridium Satellite LLC is a
mobile satellite services company that provides global
telecommunication services to government and commercial customers.


JOURNAL REGISTER: Targets July 1 Emergence from Chapter 11
----------------------------------------------------------
Amidst reports of some newspapers putting out their last print
issues, the solicitation of buyers for some papers in order to
avert closure, and bankruptcy filings by other publishers, Journal
Register Company expects to keep its business largely intact and
emerge from bankruptcy as quickly as possible after exchanging
debt to secured lenders for equity.

Journal Register Company has filed a Chapter 11 plan of
reorganization, based upon the product of negotiations with
lenders pre-bankruptcy.  JPMorgan Chase Bank, N.A. and lenders
holding 77% of the aggregate principal amount of the indebtedness
outstanding under the January 25, 2006 secured credit agreement
have committed support to JRC's plan, which, among other things,
provides zero recovery to holders of unsecured claims and owners
of equity interests in JRC.  Secured lenders will receive, among
other things, 100% of the shares of new stock of JRC.  The
disclosure statement to the Plan says that the secured lenders are
impaired, i.e., they are not getting full recovery on their
claims.  While unsecured creditors will not receive distributions
under the plan, holders of trade unsecured claims that do not
object to confirmation of the Plan will be eligible to receive
payment of their Claims in full in cash from an account
established by JPMorgan.

The Plan Support Agreement, however, provides that, the
Lenders will withdraw their support if:

   -- the explanatory disclosure statement is not approved by
      April 3, 2009.

   -- the Plan is not confirmed on or before June 3, 2009.

   -- the effective date of the Plan does not occur on or before
      July 1, 2009.

James W. Hall, chairman of the board of directors, said that the
Debtors hope to emerge from Chapter 11 as quickly as possible and
intend to implement aspects of their operational restructuring.
Beginning July 2008, in order to cut costs and increase liquidity,
the Debtors closed many publications, downsize their labor force
and sought cost-cutting initiatives that have led to lower
operating expenses for the remaining publications.

Just almost two weeks into its Chapter 11 cases, JRC has conveyed
its intent to reject its collective bargaining agreements with
four unions, if it fails to obtain consensual agreements by March
17.  JRC has scheduled an April 1 hearing for the proposed
rejections of the CBAs pursuant to Section 1113 of the Bankruptcy
Code.

The Debtors have also submitted a motion seeking approval of their
Disclosure Statement in order to begin the confirmation process
for their Plan.

                      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: Gets Interim OK to Use Lenders' Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
signed a stipulation and interim order that allows Journal
Register Company to use cash pledged as collateral for its debt to
lenders.

The Court will convene a hearing on March 17, 2009, to consider
final approval of the Debtors' use of the cash collateral.
The Debtors will use cash solely in compliance with the cash flow
forecast for the period February 20, 2009 to May 29, 2009.  The
budget forecasts that total receipts for that period will be
$91,120,000.  The Debtors are allowed to spend up to $88,416,000,
including payment of $578,000 to The Associated Press, and
$6,030,000 for advisor fees.  A copy of the budget is available
for free at:

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

While the Court approved the Stipulation, a line -- that said the
$695,175,145 owed to pre-bankruptcy secured lenders constitutes an
allowed claim against JRC -- was deleted from the stipulation.

Before filing for bankruptcy, JRC negotiated terms of a plan of
reorganization with secured lenders.  JPMorgan Chase Bank, N.A.
and lenders holding 77% of the aggregate principal amount of the
indebtedness outstanding under the January 25, 2006 secured credit
agreement have committed support to JRC's plan.  The Plan provides
for no distribution or zero recovery to holders of unsecured
claims and owners of equity interests in JRC.  Secured lenders
will receive, among other things, 100% of the shares of new stock
of JRC.  The disclosure statement to the Plan says that the
secured lenders are impaired, i.e., they are not getting full
recovery on their claims.

                      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: Organizational Meeting to Form Panel on March 3
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will hold
an organizational meeting on March 3, 2009, at 11:00 a.m. in the
bankruptcy cases of The Journal Register Company and its
affiliates.  The meeting will be held at the Office of the United
States Trustee, 80 Broad Street, 4th Floor, in Manhattan (Tel:
(212) 510-0500).

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

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

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

                      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.


KRONOS INTERNATIONAL: Moody's Junks Corp. Family Rating from 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered Kronos International, Inc.'s
Corporate Family Rating to Caa1 from B2, and the rating on the
EUR400 million senior secured notes due 2013 to Caa2.  The
downgrade reflects expectations that KII will not generate
positive free cash flow in the first half of 2009, KII's weak
liquidity and the potential that the company will need to seek
relief under its revolving credit facility's financial covenants.
The ratings are under review for a possible downgrade. These
summarizes the ratings changes:

Ratings downgraded:

Kronos International Inc.

* Corporate family rating -- Caa1 from B2

* Probability of default rating -- Caa1 from B2

* EUR400 million 6.5% Sr Sec Notes due 2013 -- Caa2 (LGD5, 71%)
  from B3 (LGD5%, 72%)

The downgrade reflects KII's weak liquidity that is not expected
to improve materially in the near-term and the potential need for
the company to renegotiate the financial covenants under its
revolving credit facility.  Continued weakness in the global
titanium dioxide market (and in KII's main European TiO2 market in
particular) and lower capacity utilization rates as a result of
lower market demand and higher inventory levels will likely
pressure KII's margins and cash flow.  In the near-term, Moody's
do not expect KII to generate positive free cash flow as potential
pressure on selling prices, reduced capacity utilization rates,
and lower volumes impact financial results.  The outlook for the
full year 2009 has not improved since the beginning of the year
and remains very uncertain.  The ratings assume no support from
KII's parent or related entities, which could provide additional
capital, however there has been no statement from the company that
support will be forthcoming.

KII is reliant on borrowings under its EUR80 million revolving
credit facility to finance its operations.  The facility has two
financial covenants (Net Secured Debt/EBITDA not greater than
0.70:1.00 and Net Financial Debt / Equity not greater than
0.50:1.00) that are tested quarterly.  Moody's expect weak EBITDA
in late 2008 and early 2009 to further limit the amount available
under the facility below the commitment level.

The review for a possible downgrade primarily reflects the
potential that the company will need to seek relief under its
revolving credit facility's financial covenants, continuing
uncertainty regarding 2009 performance and industry conditions,
and the potential for a further decline in liquidity.  The ratings
could be further downgraded if the company experiences a further
tightening of liquidity.  The outlook could be changed to stable
if a rebound in Europe bolsters TiO2 demand, KII's 2009 financial
performance comes in line with at least that realized during the
first nine months of 2008 and liquidity improves.

Moody's most recent announcement concerning the ratings for KII
was on January 15, 2009, when KII's rating was lowered to B2 from
B1 on concerns over liquidity and weak industry conditions, and
the outlook moved to negative.

Kronos International, Inc. is a wholly owned subsidiary of Kronos
Worldwide, Inc., headquartered in Dallas, Texas and produces and
markets TiO2 pigments in Europe.  For the LTM ended September 30,
2008, the company reported sales of $1.0 billion.


LAKESIDE FUNDING: Fitch Cuts Rating on Liquidity Notes to 'B'
-------------------------------------------------------------
Fitch Ratings downgraded the rating of the secured liquidity notes
issued by Lakeside Funding LLC to 'B' from 'F1'.  The Rating
Outlook is Negative.  The proceeds of the SLNs were used to
purchase the class A-1 first priority senior secured notes (the
Class A-1 Notes) issued by Lakeside CDO I, Ltd. and Lakeside CDO
I, Inc.  The action taken on the SLNs is the result of Fitch
downgrading the class A-1 notes to 'BB' Outlook Negative from
'AAA' on Feb. 25, 2009.  The rating action is a result of negative
credit migration in the portfolio and incorporates Fitch's
recently adjusted default and recovery rate assumptions for
analyzing structured finance collateralized debt obligations.

Lakeside entered into a put agreement with AIG Financial Products
whose payment obligations are absolutely and unconditionally
guaranteed by American International Group (rated 'A/F1' by
Fitch).  If an event of default occurs in connection with the
payment of interest and principal from the Class A-1 Notes, AIG-FP
is not obligated to fund.


LAMAR ADVERTISING: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Lamar Advertising Co. and Lamar Media
Corp. by one notch.  The corporate credit rating was lowered to
'B+' from 'BB-'.  The rating outlook is negative.

In addition, S&P revised the recovery rating on Lamar Media's
subordinated debt to '4', indicating S&P's expectation of average
(30% to 50%) recovery for lenders in the event of a payment
default, from '3'.  The issue-level rating these securities was
lowered to 'B+' (at the same level as the 'B+' corporate credit
rating) from 'BB-'.

"The downgrade reflects continued weakening in the U.S. economy
and its impact on S&P's expectation for 2009 revenue and EBITDA at
Lamar," said Standard & Poor's credit analyst Ariel Silverberg.

The previous 'BB-' rating incorporated S&P's expectation that 2009
EBITDA would decrease in the mid-teens percentage area.  As a
result of a continued pullback in advertising demand, which S&P
expects to pressure occupancy and pricing for Lamar's inventory
throughout 2009, S&P expects 2009 revenue and EBITDA to decline in
the mid-teens percentage and high-20% areas, respectively.  S&P
believes this will result in a violation in Lamar's 6.0x debt
to EBITDA covenant under its senior secured credit facility in the
second half of 2009, and a weakening in S&P's lease-adjusted
credit measures for the company.  Even through S&P expects Lamar
will violate its covenant, S&P believes lenders would provide
temporary relief and amend it; however, pricing under the facility
will likely increase meaningfully.

As a result of lower EBITDA and higher costs for the amended
facility, EBITDA coverage of interest at the end of 2009 would
likely fall to around 1.75x (on an annual pro forma basis), and
lease-adjusted leverage would likely increase to the 8.0x area.
Both measures would be weak for the current 'B+' rating.  At
Dec. 31, 2008, lease-adjusted debt to EBITDA was 6.7x, and
interest coverage was 2.7x.

The rating on Baton Rouge, La.-headquartered Lamar Advertising and
Lamar Media is based on the consolidated creditworthiness of the
parent, Lamar Advertising.  The rating reflects the company's high
debt leverage and weakening adjusted credit measures, and an
aggressive financial policy.  This is somewhat tempered by Lamar's
good position in the small-to-midsize outdoor advertising
industry, S&P's expectation that Lamar is likely to get temporary
covenant relief from its lenders later this year, and S&P's
expectation for positive discretionary cash flow in 2009.


LAND O'LAKES: Moody's Affirms Corporate Family Rating at 'Ba1'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Land O'Lakes,
Inc., including the company's corporate family and probability of
default ratings at Ba1, and its speculative grade liquidity rating
at SGL-3.  The affirmation of the ratings follows Land O'Lakes'
announcement that it had obtained an unqualified opinion from its
independent registered public accounting firm for its consolidated
financial statements for fiscal years 2007 and 2008. The rating
outlook is stable.

Ratings affirmed; certain LGD percentages and ratings revised:

  * Corporate family rating at Ba1

  * Probability of default rating at Ba1

  * $225 million senior secured revolving credit at Baa3 (LGD2);
    LGD% to 20% from 22%

  * $175 million 9% senior secured second lien debt at Baa3; LGD
    assessment toLGD2/ 29% from LGD3/34%

  * Senior unsecured notes at Ba2 (LGD4); LGD % to 68% from 69%

  * Speculative grade liquidity rating at SGL-3

Land O'Lakes Capital Trust I

  * $191 million 7.45% capital securities to Ba2 (LGD6,95%)

In November 2008, Land O'Lakes announced that cost of goods sold
in its Agronomy segment in the September 2008 quarter had been
understated by $10.1 million as a result of errors in inventory
costing.  In addition to this accounting error, Land O'Lakes
disclosed certain issues with its MoArk LLC subsidiary that
contributed to material weakness in internal controls over
financial reporting.  These issues eventually led to KPMG LLP, the
auditor for the consolidated company, to withdraw its auditors'
report on the consolidated financials from fiscal 2005 through
2007.  The recent receipt of unqualified opinions from KPMG on the
consolidated financials for fiscal 2007 and 2008 should allow Land
O'Lakes to file its 10K for fiscal 2008 on or before the March 31,
2009 deadline, avoiding the need to enter the grace period for
financial statement distribution in various debt instruments and
averting a potential technical default.

Land O'Lakes has made a number of accounting adjustments in a
fairly short time period.  While the amounts involved have been
modest, these adjustments do raise concerns about the quality of
financial oversight of acquired subsidiaries and former joint
ventures.

The affirmation of the company's ratings is based on Moody's
expectation that the company's solid market positions will allow
Land O'Lakes to successfully pass along input costs, generally
preserving profitability and what are strong credit metrics for
its rating category.  Land O'Lakes' financial policy has
demonstrated a commitment to debt reduction, by applying proceeds
from asset sales to improving leverage.  Despite the 2007
acquisition of the crop production business from its Agriliance
joint venture, reported debt at the end of fiscal 2008 was below
the level at the end of fiscal 2003.  Nonetheless, Moody's
anticipates that Land O'Lakes may be challenged to materially cut
debt balances from operating cash flow in the near term and reduce
what is already fairly low leverage.  Margins were hurt in the
recent fourth quarter by the impact of declining commodity prices
that led to narrower margins, inventory write-downs and unrealized
hedging losses.  The hedging losses will likely be offset as
hedges expire.  Moody's expects that financial condition will
remain stable given that many of the company's products are
staples for consumers or for the agricultural industry.

The company's speculative grade liquidity rating of SGL-3 reflects
Moody's anticipation that working capital needs, from the full
absorption of the Agriliance crop protection business, and
potentially softer margins in the near term will likely result in
reliance on its $225 million senior secured revolving credit
facility expiring in August 2011 and its $400 million receivables
securitization facility expiring in September 2011.  Excess
availability under committed credit facilities is nonetheless
expected to be adequate at peak.  The cooperative is anticipated
to maintain quite ample cushion under its financial covenants.
Land O'Lakes' assets are encumbered, limiting alternative sources
of liquidity, although it could sell discrete businesses without
affecting remaining operations.

Moody's most recent rating action for Land O'Lakes on July 9,
2008, upgraded the company's corporate family rating, probability
of default rating, and second lien debt rating; upgraded the debt
rating for Land O'Lakes Capital Trust I; affirmed the ratings on
Land O'Lakes revolving credit and unsecured notes; downgraded its
speculative grade liquidity rating to SGL-3; and assigned a stable
outlook.

Land O'Lakes, Inc., based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs.  Revenues for the fiscal year ended
December 31, 2008 were approximately $12 billion.


LEAR CORP: Bank Loan Continues Slide; Trades at Almost 66% Off
--------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 34.57 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.99 percentage points -- at
38.56 cents-on-the-dollar -- from the previous week, the Journal
relates.

The loan matures March 29, 2012.  Lear pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan is not rated.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Investors avoided TRW Automotive and Visteon Corp. bank debt.
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar, a drop of 7.13 percentage points -- at 64.33 cents-on-the-
dollar -- from the previous week.  TRW Automotive pays 150 basis
points to borrow under the facility.  The bank loan carries
Moody's Ba1 rating and Standard & Poor's BBB- rating.

Visteon Corp. bank debt continued its slide, trading in the
secondary market at 17.71 cents-on-the-dollar during the week
ended February 27, 2009.  This represents a drop of 2.50
percentage points -- at 20.21 cents-on-the-dollar -- from the
previous week.  The loan matures May 30, 2013.  Visteon pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B- rating.

Dana Corporation bank debt traded in the secondary market at 30.43
cents-on-the-dollar.  This represents a drop of 2.97 percentage
points -- at 33.40 cents-on-the-dollar -- from the previous week.
The loan matures January 31, 2015.  Dana pays 375 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B3 rating and Standard & Poor's B+ rating.

Avis Budget Car Rental LLC bank debt traded at 37.80 cents-on-the-
dollar, a drop of 3.92 percentage points from the previous week.
The loan matures April 1, 2012.  Avis Budget pays 125 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's B rating.

Hertz Corporation bank debt traded at 65.85 cents-on-the-dollar, a
decrease of 2.37 percentage points from the previous week.  The
loan matures on December 21, 2012.  Hertz pays 150 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba1 rating and Standard & Poor's BB+ rating.

                         About Lear Corp.

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

                            *     *     *

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

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


LEHMAN BROTHERS: Wants to Let Insurers Pay for Execs. Legal Fees
----------------------------------------------------------------
Lehman Brothers Holdings Inc., and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to grant
relief from the automatic stay provided for in section 362(a) of
the Bankruptcy Code, to the extent that it applies, to allow
payments or advancements by various primary insurers of defense
costs that are, or will become, owing to former directors and
officers.

Richard P. Krasnow, Esq., at Weil, Gotshal & Manges LLP, says that
the purpose of the Motion is to remove any impediments to the
ability of the Debtors' third party insurers to immediately
commence payment of the outstanding and ongoing defense costs and
fees that current or former directors and officers of the Debtors'
as well as certain employees, fiduciaries, and administrators of
LBHI's sponsored employee benefit plans under the Employee
Retirement Income Security Act of 1974 have incurred and are
incurring as defendants in ongoing federal securities lawsuits,
regulatory and other investigations, and an ERISA class action
litigation.

According to Mr. Krasnow, the Debtors' various primary insurers
have expressed a willingness to pay previously incurred defense
costs and fees and advance defense costs and fees to such insured
individuals consistent with the terms of the relevant insurance
policies, but only upon entry of an order by the Court.

Confirming the insurers' ability to pay such defense costs and
fees is in the best interests of the Debtors' estate and creditors
because, inter alia, it will avoid the possible collateral
estoppel effect on the Debtors that could result if the
individuals' inability to defend themselves were to give rise to
judgments and findings that impacted direct claims against the
Debtors, Mr. Krasnow explains.

He adds that if the Motion is granted, it would relieve the
Debtors' estates of the potentially significant burden of claims
that may otherwise be asserted by the individual insureds in the
absence of such relief.

Furthermore, according to Mr. Krasnow, the interests of the
Debtors' estates, if any, in the proceeds of the applicable
insurance policies is expressly subordinate to the interest of the
individual insureds.  Specifically, the applicable insurance
policies provide that the Debtors' have a right to the insurance
proceeds only after the insured individuals are fully reimbursed
for any "Loss," including defense costs.

The Motion is due for hearing March 25, 2009 at 10:00 a.m.
(Prevailing Eastern Time).  Objections are due March 20 at 4:00
p.m. (Prevailing Eastern Time).

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and US$613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than US$1 billion and estimated
liabilities of more than US$1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

            International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEHMAN BROTHERS: Wants to Keep Foreign Accounts, Invest $6-Bil.
---------------------------------------------------------------
Lehman Brothers Holdings Inc., and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to keep $820 million in foreign banks, and allow them
to invest $6 billion in excess cash in interest-bearing accounts.

The proposal is due for hearing on March 11, with objections due
March 6.

Richard P. Krasnow, Esq., at Weil, Gotshal & Manges LLP, relates
that since Lehman's bankruptcy filing, the Debtors and their
professionals have been working diligently to come into compliance
with the requirements under Section 345 of the Bankruptcy Code and
the guidelines of the office of the United States Trustee for the
Southern District of New York by, among other things, closing
deposit accounts at banks that are not recognized as authorized
depositories.  The Debtors currently maintain in excess of
$6 billion in authorized depositories.

                   $820-Million in Foreign Banks

Lehman, as an international investment bank, regularly purchased
and sold assets and transacted other business around the world.
Lehman funded these transactions and deposited the proceeds
thereof into various deposit accounts established with domestic
and foreign financial institutions.  Lehman continues to receive
remittances in foreign currencies and incur operating expenses and
other transactions cost in foreign countries that are payable in
local currency.  The Debtors maintain approximately $820 million
in these unauthorized depository accounts, Mr. Krasnow relates.

While they wind down of their businesses, the Debtors propose to
keep these accounts for the purpose of funding these expenses and
to avoid possible adverse tax consequences and the cost associated
with converting the currencies into U.S. dollars and then back
into local currency.

The majority of these accounts are denominated in foreign
currencies and deposited with foreign banks.  The Debtors are in
the process of closing and repatriating the funds in the other
Unauthorized Accounts that are denominated in U.S. dollars.

              $6-Bil. to Interest Bearing Accounts

Now that their operations are stabilized, the Debtors propose to
implement investment guidelines to invest their excess cash
resulting from the operation of their businesses, various asset
sales, and other transactions.  The flow of money into the
Debtors' estates from these and other activities has resulted in a
current cash balance that exceeds $6 billion.

Given their sizeable cash position and the likelihood that more
funds will continue to be generated, the Debtors seek authority to
invest their excess cash in investments that are fully backed by
the United States government or those that have an acceptable risk
and also provide the Debtors with a reasonable return on the
investments.

Mr. Krasnow relates that nearly all of the Debtors' Authorized
Depository Accounts are demand deposit accounts -- accounts that
are fully guaranteed, but not earning interest.  On the other
hand, interest-bearing accounts are not fully guaranteed by the
U.S. government.

Given the constraints under Section 345 and the UST Guidelines,
unless the depository bank has a sufficient amount of capital or
posts sufficient collateral, the Debtors cannot keep cash in
interest bearing accounts.  According to Mr. Krasnow, only one of
the Debtors' Authorized Depositories has agreed to post sufficient
collateral that will allow the Debtors to deposit their excess
cash in interest bearing accounts.  The other banks either do not
have sufficient capital or are unwilling to post collateral.

The Debtors have carefully scrutinized a number of potential
investments and have determined, in the exercise of their business
judgment, that it is in the best interest of the Debtors, their
estates, and all creditors to invest their excess cash in:

   -- U.S. guaranteed investments,
   -- U.S. treasury based money market funds, and
   -- foreign investments

Investments in U.S. government securities are fully guaranteed.
Obligations of the U.S. government include (i) the direct purchase
of bills, bonds, notes, and other obligations issued by the United
States Federal Treasury, and (ii) Federal agency securities, such
as "Freddie Mac" and "Ginnie Mae."

While the money market funds are not insured by the U.S.
government or the Federal Deposit Insurance Corporation, the
Debtors believe the treasury-based money market funds are safe
because the money market fund's value is based solely on U.S.
government obligations that are fully guaranteed.

The Debtors propose to invest the excess cash in their foreign
Unauthorized Depository Accounts in low-risk investments such as
securities issued by foreign governments, interest bearing
accounts, bank-issued certificates of deposit, or funds similar to
the treasury-based money market funds.  The Debtors seek authority
to invest overseas temporarily to generate a return on the cash
the Debtors need to keep abroad.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and US$613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

Lehman Brothers Finance AG, also known as Lehman Brothers Finance
SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code
in the U.S. Bankruptcy Court in Manhattan on February 10, 2009.
Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc.,
listed estimated assets of more than US$1 billion and estimated
liabilities of more than US$1 billion.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

            International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

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


LEVEL 3: Bank Loan Sells at 26% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications is a borrower traded in the secondary market at
73.83 cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.77
percentage points from the previous week, the Journal relates.
The loan matures March 1, 2014.  Level 3 pays 225 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B1 rating and Standard & Poor's B+ rating.

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $9.63 billion, total liabilities of $8.76 billion and
stockholders' equity of $876 million.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Moody's Investors Service adjusted Level 3 Communications, Inc.'s
probability of default rating to Ca/LD subsequent to the company
completing tender offer transactions that were interpreted, for
ratings purposes (and as was contemplated in Moody's November 24,
2008 press release that addressed the ratings' impact of the
tender offer), as constituting a distressed exchange that is
tantamount to a default.  As was then noted, the PDR will be
temporarily repositioned to Ca/LD to reflect the limited default
that has occurred; the PDR will be repositioned (back to Caa1,
under review for downgrade) after three business days.


LEXINGTON PRECISION: Plan Filing Period Extended to April 27
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until April 27, 2009, Lexington Precision Corp. and
Lexington Rubber Group, Inc.'s exclusive period to propose a plan.
The Debtors' exclusive period to solicit acceptances of a plan was
extended to June 25, 2009.

As previously disclosed, the Debtors said they will use the
extension to consolidate and restructure their connector seals
business.  The Debtors explained that without the consolidation of
the connector seals business, it is unlikely that they would be
able to obtain a commitment for exit financing sufficient to fund
the payments required under their Chapter 11 Plan, as twice
amended, and to provide adequate working capital for the business.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp.
-- http://www.lexingtonprecision.com/-- manufactures tight-
tolerance rubber and metal components for use in medical,
automotive, and industrial applications.  As of Feb. 29, 2008, the
Company employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an Official Committee
of Unsecured Creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

At December 31, 2008, the Debtors had total assets of $53,354,000,
total liabilities of $100,061,000, and a stockholders' deficit of
$46,707,000.


LYONDELL CHEMICAL: $8-Bil. DIP Loan Approved on Final Basis
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has approved the terms of Lyondell Chemical Company's
debtor-in-possession financing package.  This action will allow
the company access to an additional $1.083 billion of the DIP
financing and will make an additional euro 260 million available
to LyondellBasell entities that are organized outside of the
United States.

The DIP financing includes two credit agreements:

   (1) a $6.5 billion term loan (comprising $3.25 billion in new
       loans and a $3.25 billion roll-up of existing loans); and

   (2) a $1.54 billion asset-backed lending facility.

On Jan. 8, the company received interim authorization to use up to
$3.682 billion of its DIP funding, including euro 440 million for
LyondellBasell's non-U.S. entities. The DIP lenders include a
combination of banks and investment firms, such as hedge funds and
private equity firms.

"These funds will support the uninterrupted operation of our
businesses worldwide, giving confidence to our many suppliers and
allowing us to continue serving the needs of our global
customers," said Volker Trautz, chief executive officer of
LyondellBasell Industries. "This final approval of our DIP credit
agreements means that we can turn our full attention to the task
of emerging from Chapter 11 protection with a new capital
structure and a strengthened business platform."

                      About Lyondell Chemical

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)


LYONDELL CHEMICAL: US Judge Gives Parent Time to File or Negotiate
------------------------------------------------------------------
Lyondell Chemical Co. announced Thursday that Judge Robert Gerber
of the U.S. Bankruptcy Court for the Southern District of New York
has issued an injunction that bars creditor against its parent
LyondellBasell Industries AF SCA, on account of its failure to pay
interest on 8.375 percent senior notes of 2015.

According to Bloomberg's Bill Rochelle, Judge Gerber's 38-page
opinion said that creditors are barred for 60 days from pursuing
actions against LBIAF, including sending it to involuntary
bankruptcy.  Lyondell Chemical had requested for the injunction,
saying that an involuntary bankruptcy filing by its parent would
cause a default on its $8-billion debtor-in-possession loan.

Judge Gerber declined to grant permanent injunction against
noteholders' actions against non-debtor LBIAF and other units not
among the Lyondell entities that sought Chapter 11 protection.
According to the report, the judge said that giving Lyondell all
it wanted would "represent an excessive exercise of the power that
I undoubtedly have."

Judge Gerber said that two months is long enough for the parent to
either (i) file "voluntary insolvency proceedings in the U.S. or
abroad.", or (ii) negotiate a "consensual workout or
restructuring" of the parent's debt.

Judge Gerber, according to Mr. Rochelle, also pointed out that
noteholders' claims are subordinated to claims of senior
creditors.  Consequently, Judge Gerber said, the noteholders will
see a recovery only if the subsidiaries' creditors are fully paid.
Disrupting the subsidiaries' reorganizations in the U.S. wouldn't
end up helping the noteholders, Judge Gerber concluded.

                      About Lyondell Chemical

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)


MAGNA ENTERTAINMENT: PNC Bank Declares Event of Default
-------------------------------------------------------
Magna Entertainment Corp. said Friday it has received written
notice from its lenders that Pimlico Racing Association, Inc.,
Laurel Racing Association Limited Partnership, Laurel Racing
Assoc., Inc. and The Maryland Jockey Club of Baltimore City, Inc.,
each a subsidiary of MEC, are in default under the PNC Bank,
National Association loan agreement for failure to comply with
certain financial covenants relating to the financial position and
results of operation of MJC and related entities.

PNC Bank has informed MEC that it has chosen not to exercise its
rights and remedies under such loan agreement at this time as a
consequence of this event of default, but may choose to do so at
any time in the future without any further written notice. In
addition, MEC has previously notified Wells Fargo Bank, National
Association and a Canadian chartered bank with which MEC has a
US$40 million credit facility that MEC or certain of its
subsidiaries have not met certain financial covenants of the loan
agreements with such lenders. To date, such lenders have not
exercised their default-related rights under their respective loan
agreements.

On February 25, 2009, Magna Entertainment said Mr. Anthony
Campbell has stepped down as a director of MEC, effective
immediately.  Frank Stronach, Chairman and Chief Executive Officer
of MEC, said "Tony has our gratitude and best wishes for success
in all his future endeavors."

                    About Magna Entertainment

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

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

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

                           *     *     *

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

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

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

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

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

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


MANITOWOC CO: Bank Loan Continues Slump; Sells at 24% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 76.00 cents-on-
the-dollar during the week ended February 27, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 3.00 percentage points
-- at 79.00 cents-on-the-dollar -- from the previous week, the
Journal relates.  The loan matures April 14, 2014.  Manitowoc pays
350 basis points over LIBOR to borrow under the facility.  The
bank loan carries Moody's Ba2 rating and Standard & Poor's BB+
rating.

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

                        *     *     *

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


MASONITE INT'L: Bank Loan Continues Slide; Sells at 59% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which Masonite
International Inc. is a borrower traded in the secondary market at
40.86 cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.48
percentage points -- at 42.33 cents-on-the-dollar -- from the
previous week, the Journal relates.

The bank loan matures April 16, 2013.  Masonite pays 200 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's Caa3 rating and Standard & Poor's CC rating.

                   About Masonite International

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

                           *     *     *

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

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


MEDIANEWS GROUP: Bank Loan Sells at 80% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which MediaNews Group
Inc. is a borrower traded in the secondary market at 21.30 cents-
on-the-dollar during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 4.00 percentage points
from the previous week, the Journal relates.  The loan matures on
December 31, 2010.  MediaNews pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Caa2
rating and Standard & Poor's CCC+ rating.

Headquartered in Denver, Colorado, MediaNews Group Inc. is a
large newspaper publishing company. For the LTM period ended
September 30, 2008, the company reported pro-rata revenues of
approximately $1.2 billion.

                          *     *     *

As reported by the Troubled Company Reporter on December 15, 2008,
Moody's Investors Service downgraded MediaNews' Corporate Family
rating to Caa3 from B3 and Probability of Default rating to Caa3
from Caa1, reflecting Moody's concern that the downturn of the
company advertising sales will be significantly more protracted
than previously anticipated, further straining the company's
liquidity profile and heightening the probability of a covenant
default.


MICHAEL VICK: To Spend Last Two Months of Imprisonment at Home
--------------------------------------------------------------
The Associated Press reports that a government official said that
Michael Vick will be allowed to serve the last two months of his
imprisonment at home because there is no room at a halfway house
for him.

According to The AP, Mr. Vick had pleaded guilty of bankrolling a
dogfighting operation at a home he owned in eastern Virginia's
Surry County and participating in the killing of several
underperforming dogs.  He is serving a 23-month sentence at the
federal penitentiary in Leavenworth, Kansas, says the report.

Citing a government official, The AP states that the attorneys for
Mr. Vick said that they expected him to be moved any day into a
halfway house in Newport News, but due to a lack of space he will
be released instead to his home in Hampton on or after May 21.

Court documents say that the $748,100, five-bedroom, 3,538-square-
foot brick Hampton house is one of the four properties Mr. Vick
still owns.  The AP relates that Mr. Vick sold the Surry County
property that served as headquarters for his BadNewz Kennels after
his indictment in July 2007.  The government official, according
to The AP, said that Mr. Vick will be on electronic monitoring and
will only be allowed to leave home for activities approved by his
probation officer.  The AP states that Mr. Vick is eligible for
release in July.

Mr. Vick's lawyers, Billy Martin and Lawrence Woodward said in a
statement, "We are aware of reports regarding the release of
Michael Vick.  As his attorneys we understand and respect that
there is a process that the Bureau of Prisons follows therefore it
is not appropriate for us comment at this time."

               Mr. Vick Awaits Return to NFL

Citing Mr. Vick's lawyers, The AP reports that their client wants
to resume his pro football career.  According to the report, NFL
Commissioner Roger Goodell, who suspended Mr. Vick without pay,
has been saying that he will review Mr. Vick's status after the
legal proceedings are completed.

The AP notes that Falcons general manager Thomas Dimitroff said
this month that his team will try to trade the contract rights on
Mr. Vick to another team.  The AP says Mr. Vick has a contract
that runs to 2013 and calls for him to receive a base salary of $9
million and a bonus of $6.43 million this year.  According to The
AP, the remainder of the contract is valued at $45.11 million,
with an additional possible $3 million in Pro Bowl bonuses.

The AP relates that officials of some other NFL teams have said
they are not interested in Mr. Vick because they wouldn't want to
face the wrath of pet lovers and groups like PETA, which has been
a constant fixture at Mr. Vick's hearings.

According to Kofi Bofah at The Associated Content, Mr. Vick
currently earns 12 cents per hour washing dishes at Leavenworth,
KS Federal Prison.  The Associated Content states that Mr. Vick is
claiming that he has $16 million in assets.  Mr. Vick, court
documents say, owns an interest in a $2 million home being
constructed in Suffolk.  The AP relates that Mr. Vick's eight-
bedroom home in suburban Atlanta will be sold in an auction on
March 10, with a $3.2 million minimum opening bid.  Mr. Vick said
that he has $20.4 million in liabilities, The Associated Press
states.

The Associated Content notes that Mr. Vick spends $20,000 per
month to support his mother, fiancee Kijafa Frank and their two
children, and his young son of a previous relationship.  The
Associated Content states that Mr. Vick has $4,700 monthly
mortgage and $2,000 worth of car payments on behalf of his mother,
Brenda Boddie.  Mr. Vick has also paid $350 per month for
DirectTV, $700 for an Easter egg hunt, and $327,900 donation to
Palms Ministry Church on account of his mother, says The
Associated Content.  Mr. Vick deposited about $1,000 into his
mother's account for almost every two weeks, calling one
transaction as "chump change", according to the report.

Mr. Vick, says The Associated Content, spent $17.7 million in two
years from July 2006 to July 2008.

Michael Vick filed for Chapter 11 protection on July 7, 2008
(Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq.,
and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent
Mr. Vick in his bankruptcy case.  Mr. Vick listed assets of
$16.1 million and debts of $20.4 million in his bankruptcy filing.


MICHAELS STORES: Bank Loan Continues Slump; Sells at 44% Discount
-----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 56.36 cents-
on-the-dollar during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.83 percentage points
-- 58.19 cents-on-the-dollar -- from the previous week, the
Journal relates.

The bank loan matures October 31, 2013.  Michaels Stores pays 225
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B2 rating and Standard & Poor's B rating.

Syndicated loans of fellow retailers also slid in secondary market
trading during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Neiman Marcus Group Inc. bank debt traded in the secondary market
at 65.07 cents-on-the-dollar, a drop of 1.80 percentage points --
at 66.86 cents-on-the-dollar -- from the previous week.  The bank
loan matures April 6, 2013.  Neiman Marcus pays 175 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Burlington Coat Factory Warehouse Corp bank debt traded in the
secondary market at 35.29 cents-on-the-dollar, a drop of 2.13
percentage points -- at 37.42 cents-on-the-dollar -- from the
previous week. The syndicated loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.

Meanwhile, bank debt of video-rental company Blockbuster Inc.
traded in the secondary market at 69.20 cents-on-the-dollar.
Trading in the bank debt increased 1.90 percentage points from the
previous week, the Journal relates.  The loan matures August 20,
2011.  Blockbuster pays 375 basis points over LIBOR to borrow
under the facility.  The bank loan carries Moody's B1 rating and
Standard & Poor's B rating.

In addition, the bank debt of toy seller Toys R Us traded in the
secondary market at 55.50 cents-on-the-dollar an increase of 2.50
percentage points from the previous week.  The loan matures on
July 19, 2012.  Toys R Us pays 425 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's BB- rating.

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


MIDWAY GAMES: Section 341(a) Meeting Set for March 26 in Delaware
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of Midway Games Inc. and its
debtor-affiliates on March 26, 2009, at 2:00 p.m. at the J. Caleb
Boggs Federal Building, 844 King Street, 2nd Floor, Room 2112,
Wilmington, Delaware.

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

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

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


MINNEAPOLIS GRAND: Files for Bankruptcy Protection
--------------------------------------------------
Chris Newmarker at Minneapolis/St. Paul Business Journal reports
that The Minneapolis Grand, LLC, has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the
District of Minnesota.

Court documents say that The Minneapolis Grand listed small
unsecured credit claims from utility and insurance companies.

Tria Properties posted on its Web site that it paid $13 million in
2007 for The Minneapolis Grand.  Business Journal relates that The
Minneapolis Grand had previously been the subject of a federal
corruption case.  The report says that former Minneapolis
Councilman Dean Zimmerman was imprisoned after being convicted in
2006 of accepting bribes from the project's developer.

Rolling Meadows, Illinois-based The Minneapolis Grand, LLC, is a
Minneapolis apartment community and a limited liability
corporation formed for the Minneapolis Grand on Chicago Avenue.
It is a mixed-use property with over 27,000 square feet and 81
luxury residential lofts.

The Company filed for Chapter 11 on February 20, 2009 (Bankr. D.
Minn. Case No. 09-40942).  Ralph Mitchell, Esq., at Lapp Libra
Thomson Stoebner & Pusch assists the company in its restructuring
effort.  The Company listed $10 million to $50 million in assets
and $10 million to $50 million in debts.


MUELLER WATER: Moody's Downgrades Corp. Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service lowered all the ratings of Mueller Water
Products, Inc., including its corporate family rating to B2 from
B1, its probability of default rating to B2 from B1, the rating on
its senior secured bank credit facility to B1 from Ba3, and the
rating on its senior subordinated notes to Caa1 from B3.  At the
same time, a speculative grade liquidity rating of SGL-3 was
assigned.  The outlook remains stable.

The downgrades reflect Moody's expectation that Mueller's credit
metrics will continue to erode in 2009 due to weakness in each of
the company's key end markets: residential construction, non-
residential construction, and municipal water infrastructure.  In
addition, price rollbacks are possible since scrap iron, brass,
and other raw material input prices have fallen since peaking in
the summer of 2008.  Lower sales and the impact of lower volume
are expected to significantly reduce margins, although Moody's
expects Mueller will maintain its positive cash flow.
Nevertheless, covenant compliance may become problematic in the
latter part of 2009, which could require the company to seek a
covenant waiver or amendment from its lending group.

Moody's expects all of Mueller's end markets will be weak in 2009.
Robust spending on non-residential construction and on municipal
water infrastructure, which improved the company's operating
performance during the majority of 2007 and 2008, will no longer
offset weak residential construction spending.  In addition, any
recovery in the residential housing market may take time to
benefit Mueller, given the large oversupply of housing inventory.

At the same time, the ratings acknowledge Mueller's strong,
defensible market position, with barriers to entry afforded by a
substantial installed base of diverse products and strong
relationships with key suppliers.  The ratings are also supported
by the favorable long-term outlook for municipal water
infrastructure spending.  In addition, Mueller's large and growing
cash position, positive free cash flow generation, and $300
million unused revolver support the company's B2 corporate family
rating.

Mueller's SGL-3 rating indicates adequate liquidity for the next
12 months, and takes into consideration Mueller's internal and
external liquidity, projected covenant compliance, and access to
alternative liquidity sources.  The company's good internal and
external liquidity are supported by its large (and growing) cash
position of $151.8 million at December 31, 2008 as well as its
$300 million unused revolver.  In terms of covenants, however,
Moody's expects the existing headroom under Mueller's two
principal covenants -- especially its leverage covenant - to
quickly erode in 2009.  Lastly, because the company's bank credit
facility is secured by substantially all assets, it has limited
ability to monetize its assets as an alternative source of
liquidity.

Mueller's stable outlook reflects Moody's expectation that the
company will continue to generate positive free cash flow to
preserve its current liquidity position and maintain capital
structure discipline.

Moody's last rating action for Mueller occurred on February 20,
2008, when the company's outlook was changed to stable from
positive.

These rating actions were taken:

  -- Corporate Family Rating, lowered to B2 from B1;

  -- Probability of Default Rating, lowered to B2 from B1;

  -- $300 million Senior Secured Bank Credit Facility due 2012,
     lowered to B1 (LGD3, 35%) from Ba3;

-- $150 million Senior Secured Term Loan due 2012, lowered to
   B1 (LGD3, 35%) from Ba3;

-- $565 million Senior Secured Term Loan due 2014, lowered to
   B1 (LGD3, 35%) from Ba3;

  -- $425 million Senior Subordinated Notes due 2017, lowered to
     Caa1 (LGD5, 86%) from B3;

  -- Speculative grade liquidity rating of SGL-3 assigned;

Outlook remains stable.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water infrastructure
and flow control products for use in water distribution networks,
water and wastewater treatment facilities, and gas distribution
and piping systems.  Consolidated revenues and adjusted EBITDA for
the trailing twelve months ended
December 31, 2008, were approximately $1.8 billion and
$253 million, respectively.


NATIONAL AMUSEMENTS: To Sell Assets to Repay Debt by End of 2010
----------------------------------------------------------------
Merissa Marr at The Wall Street Journal reports that National
Amusements Inc. has reached an agreement with lenders to repay
debt by the end of 2010.

WSJ relates that under the agreement, National Amusements will
sell assets to help repay the debt.  As reported by the Troubled
Company Reporter on December 22, 2008, National Amusements was
considering selling some of its theaters in the U.S., Britain and
Latin America to help pay down $1.6 billion in debts.  Analysts
said that the theater chain is worth between $500 million and $700
million, while National Amusements believes it is worth about $1
billion.

Sumner Redstone was able to get the lenders to agree that he and
his family will decide on which assets to sell, WSJ states.  Mr.
Redstone, WSJ says, doesn't want to sell his controlling interest
in Viacom Inc. or CBS Corp.  WSJ relates that National Amusements'
talks with lenders had caused concerns that Mr. Redstone and his
family would be required to sell more of their shares in Viacom
and CBS to pacify creditors.

WSJ notes that Mr. Redstone would sell a chunk of the family's
movie-theater chain.  Citing people familiar with the matter, WSJ
states that National Amusements has put out feelers to determine
possible interest in its 1,500 screens and will begin a formal
process soon.  The sources said that the decision on which
theaters to sell will depend on offers, WSJ relates.

WSJ states that National Amusements said that it would also use
tax refunds and cash from operations to meet repayment schedule.

According to WSJ, National Amusements will make its first payment
on the closing of the deal, which sources say is expected this
month.  WSJ says that the payment will cut the debt to about $1.46
billion.  National Amusements will then make heftier repayments
late this year and in 2010, WSJ relates.

                  About National Amusements, Inc.

National Amusements, Inc., North America's sixth largest theatre
operator is a closely held corporation, that operates more than
1,425 motion picture screens in the U.S., the U.K., Latin America,
is an equal partner in the online ticketing service,
MovieTickets.com and the parent company of Viacom. Viacom is a
leading global media company, with preeminent positions in
broadcast and cable television, radio, outdoor advertising and
online.  With programming that appeals to audiences in every
demographic category across virtually all media, the company is a
leader in the creation, promotion and distribution of
entertainment, news, sports, music and comedy. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount
Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT:
Country Music Television, Comedy Central, Showtime, Blockbuster,
and Simon & Schuster.

As reported by the Troubled Company Reporter on Nov. 25, 2008,
National Amusements would likely have to file for Chapter 11.
Owner Sumner Redstone put last month about $233 million of his
stock in Viacom and CBS, which he controls through National
Amusements, to try to fix his debt problems after the stock market
dropped lower and National Amusements breached an asset-to-debt
covenant.  The move didn't work, and the Redstone family has since
been discussing with its lenders about restructuring a $1.6
billion debt.


NEENAH FOUNDRY: Moody's Downgrades Corp. Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded Neenah Foundry Company's
Corporate Family Rating to Caa2 from Caa1, Probability of Default
rating to Caa2 from Caa1, and its $225 million senior secured
notes due 2017 to Caa2 from Caa1.  The rating outlook remains
negative.

The downgrades reflect Neenah's further deteriorated credit
metrics and weakened liquidity and Moody's expectation that these
metrics will likely remain weak over the intermediate term as the
economic pressures that have adversely affected the company's
performance are likely to persist.  Though somewhat diversified by
business segment, Neenah's recent financial results have been
negatively impacted by the convergence of the dramatic cyclical
declines being seen by most of its end markets, such as the
reduced production volume of heavy-duty commercial vehicle, lower
demand in the heavy municipal segment as well as the agriculture
and construction segment.  The company's weak financial
performance was further exacerbated by margin pressures in part
arising from negative operating leverage from sharply declined
volume, restructuring charges related to plant closures and raw
material cost volatility such as scrap steel and, at a time when
its level of fixed charges remains elevated from inherently high
debt balance.  As of December 29, 2008, Neenah's EBIT/Interest (as
adjusted by Moody's) was 0.1x, Debt/EBITDA was 11.8x and free cash
flow was considerably negative.

The negative outlook reflects Moody's expectation that Neenah's
liquidity would remain weak with minimal anticipated cushion above
the $15 million excess borrowing availability threshold under its
asset-based revolving credit facility in the next twelve months.
Moody's cautions that there could be a potential covenant
violation if the availability under the revolver fell below the
threshold to trigger a springing covenant.  The rating could be
further downgraded should the company's liquidity contract further
and/or a debt restructuring come to fruition.

"At this level of leverage and interest coverage, Neenah's capital
structure has become increasingly unsustainable," commented
Moody's analyst John Zhao.  "We view a restructuring of the
balance sheet a likely scenario in the intermediate term."

The rating actions are:

  * Corporate Family Rating -- to Caa2 from Caa1

  * Probability of Default -- to Caa2 from Caa1

  * $225 million of senior secured notes due 2017, to Caa2 (LGD4,
    54%) from Caa1 (LGD4, 52%).

Neenah's $110 million asset based senior secured revolving credit
facility, and $75 million senior subordinated notes are not rated
by Moody's.  Moody's last rating action on Neenah was on
August 26, 2008, when its CFR was downgraded to Caa1 from B2.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual revenues approximate $500 million.


NEIMAN MARCUS: Bank Loan Sells at 35% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 65.07
cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.80
percentage points -- at 66.86 cents-on-the-dollar -- from the
previous week, the Journal relates.

The bank loan matures April 6, 2013.  Neiman Marcus pays 175 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.

Syndicated loans of fellow retailers also slid in secondary market
trading during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 56.36 cents-
on-the-dollar, a drop of 1.83 percentage points -- 58.19 cents-on-
the-dollar -- from the previous week.  The bank loan matures
October 31, 2013.  Michaels Stores pays 225 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B2 rating and Standard & Poor's B rating.

Burlington Coat Factory Warehouse Corp bank debt traded in the
secondary market at 35.29 cents-on-the-dollar, a drop of 2.13
percentage points -- at 37.42 cents-on-the-dollar -- from the
previous week. The syndicated loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.

Meanwhile, bank debt of video-rental company Blockbuster Inc.
traded in the secondary market at 69.20 cents-on-the-dollar.
Trading in the bank debt increased 1.90 percentage points from the
previous week, the Journal relates.  The loan matures
August 20, 2011.  Blockbuster pays 375 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B1
rating and Standard & Poor's B rating.

In addition, the bank debt of toy seller Toys R Us traded in the
secondary market at 55.50 cents-on-the-dollar an increase of 2.50
percentage points from the previous week.  The loan matures on
July 19, 2012.  Toys R Us pays 425 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's BB- rating.

                       About Neiman Marcus

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


NEPTUNE INDUSTRIES: Can't File Form 10-Q Report on Time
-------------------------------------------------------
Neptune Industries, Inc., is unable to complete the preparation of
its financial statements in time to complete the report on Form
10-Q for the quarter ended December 31, 2008, on a timely basis.
The Company said it will file the Form 10-Q very soon.

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(OTC BB: NPDI.OB) -- http://www.neptuneindustries.net/-- through
its subsidiaries, provides aquaculture technology primarily in the
United States.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries 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 pointed to the company's recurring losses
from operations and recurring deficiencies in working capital.

Neptune Industries' consolidated balance sheet at September 30,
2008, showed $1,507,478 in total assets and $4,208,526 in total
liabilities, resulting in a $2,701,048 total stockholders'
deficit.


NEVADA OPERA: Raises $100,000 to Avert Closure
----------------------------------------------
Forrest Hartman at RGJ.com reports that Nevada Opera Association,
which said in January that it was on the verge of collapse, has
raised $100,000 and may not close.

According to RGJ.com, Nevada Opera officials said in January that
it would close if it failed to raise $100,000 in just four weeks.
RGJ.com relates that Nevada Opera has surpassed its $100,000 goal,
meeting the requirements for a $50,000 challenge donation.  Citing
Nevada Opera board president Randi Thompson, the company says that
the company has $165,000 and received pledges for $20,000 more.
"I'm touched by the community's response.  To me, that just
indicates how important the arts are to our community.  Right
before our town hall meeting, I'd say most of us were ready to
just file for bankruptcy.  We had just had our audit, and our
auditor said, 'I have never seen a company come back from this
kind of debt,'" the report quoted Ms. Thompson as saying.

Ms. Thompson, RGJ.com relates, said that the $165,000 hasn't
erased all debt but it lets Nevada Opera move forward with
performances of "La Boheme" in April.  According to the report,
Ms. Thompson said, "It definitely gets us through 'La Boheme,' and
really we're already starting to plan for next year.  It keeps us
going but also keeps us going forward as well."

RGJ.com states that Nevada Opera benefited from several large
donations, including the $50,000 matching pledge.  Most of the
money came in small donations, RGJ.com says, citing Ms. Thompson
and Nevada Opera executive assistant Janet Brown.  Ms. Brown,
according to RGJ.com, said, "I would say that we probably received
maybe three donations in the $10,000 range, a couple of $5,000.
Truly, the bulk of that money came from donations anywhere from $3
to $300.  Many of the comments and the letters included with the
donations were, 'Oh I'm sorry this isn't more.'  And I told anyone
who said that to me, 'Please, don't be sorry.  This is truly how
we're making it.'"

Nevada Opera Association -- http://www.nevadaopera.org/-- is
located in Reno Nevada, and has been producing and preforming
world class Operas since 1968.


NOBLE INTERNATIONAL: Receives 30-Day Accommodations from Big 3
--------------------------------------------------------------
Noble International, Ltd., said that it has entered into a 30-day,
binding memorandum of understanding dated February 23, 2009 with
its customers -- General Motors Corporation, Ford Motor Company,
Chrysler, LLC -- and Comerica Bank, as agent for itself and other
lenders under its U.S. and Canadian credit facility.

Noble International said that it is facing liquidity pressure due
to significant deterioration of business conditions facing North
American and European vehicle manufacturers, which in turn is due
to on-going and intensifying macroeconomic trends and conditions,
including the global credit crisis and plunging consumer
confidence.  "In recent weeks, industry conditions have continued
to deteriorate and pressure on the Company's short-term liquidity
has increased.  The pressure is severe in both Europe and North
America and, in the latter case, is especially acute."

Pursuant to the MOU, the Customers agreed to expedited payment of
amounts owed to the Company and other accommodations of financial
benefit to the Company and agreed to provide a limited amount of
short-term financing through the purchase of subordinated
participations in the Credit Facility.

Concurrently with the signing of the MOU, the Company and the
Lenders also entered into a forbearance agreement dated
February 24, 2009, and expiring March 23, 2009, unless earlier
terminated.  In the Forbearance Agreement, the parties agreed,
effective immediately, to terminate the Lenders' commitment to
make revolving credit advances.  The revolving credit feature of
the Credit Facility has been converted into a discretionary
facility, payable on demand and expiring on the Expiration Date
unless extended.  Under the terms of the discretionary facility,
the Lenders may continue, but are not obligated, to advance funds
to the Company in accordance with the Credit Facility through the
Expiration Date subject to a "borrowing base" formula and limited
to $5 million in principal amount outstanding at any time.

The Lenders have agreed to refrain from exercising remedies under
the Credit Facility until the Expiration Date, subject to earlier
termination.  Earlier termination is permitted in the event of a
default under the Credit Facility or a default under the
Forbearance Agreement, in the event of further deterioration in
the financial condition of the Company or further deterioration in
the Lenders' collateral position, or in the event that the Lenders
believe that the prospect of payment or performance is impaired.

A Mexican subsidiary of the Company is obligated to repay, on
March 2, 2009, a borrowing from Comerica Bank, guaranteed by the
Company, in the outstanding principal amount of approximately
$9.2 million.  Default on the Mexican Loan also would be a default
on the Credit Facility.  Incident to entering into the revised
credit arrangements mentioned above, Comerica Bank has agreed that
if, on or before March 2, 2009, it receives $2 million toward
repayment of the outstanding principal amount of the Mexican Loan,
then it will agree to forbear, through the Expiration Date, with
respect to the maturity date default on the Mexican Loan.

The accommodations evidenced by the MOU, the Forbearance Agreement
and the understanding with respect to the Mexican Loan could
provide the Company with credit sufficient to meet its ongoing
obligations to the Expiration Date, but this is not assured (in
part because the $2 million pay-down on the Mexican Facility
needed by March 2, 2009 has not yet been arranged and is by no
means assured). In addition, as noted above, the Lenders are not
obligated to advance additional funds to the Company under the
Credit Facility and can terminate the Forbearance Agreement at any
time if in their judgment the prospect of repayment is impaired.

As a result of the arrangements described above, discretionary
loans made by the Lenders, together with up to $2 million in
additional funding by the Customers in and pursuant to the MOU,
are the Company's primary sources of working capital. Events of
default under the MOU include, among other things, the Company's
or the Lenders' material breach of the MOU or the Lenders not
lending in accordance with the applicable loan agreements.

The Company continues to work with its advisors to analyze and
consider strategic alternatives and to identify both short- and
long-term funding solutions.

              $45-Mil. Charge for Customer Contracts

On February 24, 2009, the Company's Board of Directors determined
that the Company's European intangible assets related to customer
contracts are fully impaired as of December 31, 2008 and that it
will record an estimated impairment charge of $45 million.  The
Company said that this impairment is a result of deteriorating
business conditions world-wide, which have adversely affected the
recoverability of the Company's long-lived assets and goodwill.

The estimated impairment charge is in addition to the estimated
impairment charges previously disclosed on December 9, 2008.  At
that time, the Company said that it will record a goodwill and
long-lived asset impairment charge in an estimated amount between
$97 million and $125 million (between $4.10 and $5.30 per basic
and diluted share) during the fourth quarter ended December 31,
2008, as a result of deteriorating business conditions.  The
Company said, in its Dec. 9 disclosure, "The impairment analysis
of long-lived assets and goodwill is ongoing, but the impairment
charge is expected to consist of charges of $85 million to $100
million relating to goodwill, $10 million to $20 million relating
to fixed assets and $2 million to $5 million relating to
intangible assets.  It is expected that all goodwill associated
with the Company's operations in North America will be fully
impaired."

The Company said that none of the costs related to the write-down
or write-off of assets is expected to result in future cash
expenditures.

                     About Noble International

Noble International, Ltd., provides of 21st Century Auto Body
Solutions primarily to the automotive industry.  Noble utilizes
laser-welding, roll-forming and other technologies to produce
flat, tubular, shaped and enclosed formed structures used by
original equipment manufacturers (OEMs) or their suppliers in
automobile applications, including doors, fenders, body side
panels, pillars, bumpers, door beams, load floors, windshield
headers, door tracks, door frames and glass channels.  The Company
operates 24 production facilities worldwide, including two joint
ventures in China and one in India.  Thirteen of its facilities
are located in North America and the remaining 11 facilities are
located primarily in Western Europe.  In August 2007, Noble
completed the purchase of Arcelor's Tailored Laser-Welded Blank
operation.


NOVELIS INC: Bank Loan Trades at 40% Discount in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Novelis Inc. is a
borrower traded in the secondary market at 59.10 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.10 percentage points from
the previous week, the Journal relates.  Novelis pays 225 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.

Headquartered in Atlanta, Georgia, Novelis Inc. is the world's
largest producer of aluminum rolled products.  For the 12 months
ended September 30, 2008, the company had total shipments of
approximately 3,198 kilotonnes and generated $11.6 billion in
revenues.

                           *     *     *

As reported by the Troubled Company Reporter on February 24, 2009,
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' long-term corporate credit rating, on Novelis Inc. on
CreditWatch with negative implications.  "The CreditWatch
placement follows Novelis' disclosure of a liquidity squeeze
brought about by the high volatility of primary aluminum prices,"
said Standard & Poor's credit analyst Donald Marleau.

The TCR said February 3, 2009, that Moody's Investors Service
downgraded Novelis' corporate family rating and its probability of
default rating to B2 from B1.  At the same time, Moody's
downgraded the ratings on the senior secured term loans at Novelis
and Novelis Corporation (due 2014) to Ba3 from Ba2.  The
speculative grade liquidity rating was also downgraded to SGL-3
from SGL-2.  The rating on its 7.25% senior unsecured notes due
2015 was affirmed at B3. The rating outlook is negative.  The
downgrade reflects the company's weakened financial position and
coverage ratios and considers the difficult operating environment
facing the company, which Moody's expects to continue over the
next twelve to fifteen months.

The TCR said January 28, 2009, that Fitch Ratings downgraded the
Issuer Default Rating and outstanding debt ratings of Novelis Inc.
and its subsidiary Novelis Corp.:

  -- IDR to 'B-' from 'B';

  -- Senior secured asset-based revolver to 'BB-/RR1' from
     'BB/RR1';

  -- Senior secured term loan to 'BB-/RR1' from 'BB/RR1';

  -- Senior unsecured notes to 'CCC/RR5' from 'B/RR4'.


OFFICE DEPOT: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Boca Raton, Florida-based Office Depot Inc., including its
corporate credit rating to 'B' from 'BB-'.  S&P also lowered the
rating on the company's $400 million of senior unsecured notes due
2013 to 'B-' from 'B+'.  The recovery rating on these notes
remains unchanged at '5', indicating the expectation for modest
(10%-30%) recovery in the event of a payment default.  The outlook
is negative.

Office Depot had about $880.7 million of reported debt outstanding
at Dec. 27, 2008.

"The rating action is based on our expectation that the
deterioration in credit protection measures in 2009 is likely to
be worse than previously anticipated," said Standard & Poor's
credit analyst Mark Salierno.  For the fiscal year ended Dec. 27,
2008, total debt to EBITDA increased to just above 6x, compared
with leverage of about 3x at the end of fiscal 2007.  "We believe
that extremely weak global macroeconomic conditions and the
protracted slowdown in consumer and corporate spending," added Mr.
Salierno, "will continue to pressure operating performance within
the company's key business segments, placing further pressure on
the company's earnings and cash flow."  As a result, S&P expects
that leverage will remain at elevated levels during this time.


OSI RESTAURANT: Bank Loan Sells at 52% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc. is a borrower traded in the secondary market at
47.33 cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.42
percentage points from the previous week, the Journal relates.
The loan matures May 9, 2014.  OSI Restaurant pays 225 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's B3 rating and Standard & Poor's B+ rating.

                       About OSI Restaurant

OSI Restaurant Partners is the #3 operator of casual-dining spots
(behind Darden Restaurants and Brinker International), with more
than 1,400 locations in the US and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings. OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations. Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned. A group led by chairman
Chris Sullivan took the company private in 2007.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

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


OFFICE DEPOT: Moody's Downgrades Corp. Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service downgraded Office Depot, Inc.'s
corporate family and probability of default ratings to B1,
downgraded the senior unsecured note rating to B3, and left the
ratings on review for further possible downgrade.  Office Depot's
SGL-3 speculative grade liquidity rating was affirmed.

The downgrade results from Office Depot's continuing difficulty in
navigating the weak operating environment, culminating in FYE 2008
performance that resulted in debt/EBITDA of 6.3 times, which is
not reflective of a Ba3 rating.  "Office Depot's operating
performance is continuing to suffer as a result of the severe
downturn in the economy, as well as its geographic concentration
in the particularly hard-hit California and Florida markets,"
stated Moody's Senior Analyst Charlie O'Shea.

The review for further possible downgrade considers the lack of
earnings visibility with respect to 2009 performance, and
uncertainty as to whether Office Depot will be able to stabilize
its performance enough to hold the B1 rating.  Moody's review will
focus on the progress management makes in its expense reduction
and liquidity improvement efforts and the degree to which this
these efforts can offset a further erosion in credit metrics.

The affirmation of Office Depot's SGL-3 speculative grade
liquidity rating considers that despite revenue and profit
declines, liquidity remains adequate.  A key factor in the
affirmation is the recent closing of a $1.25 billion asset-based
revolving credit facility and Moody's continued expectation that
usage under this facility will be largely limited to funding
seasonal inventory build.

Ratings downgraded and left on review for further possible
downgrade include:

  -- Corporate family rating to B1 from Ba3;
  -- Probability of default rating to B1 from Ba3, and
  -- Senior unsecured notes to B3 from B1.

Rating affirmed:

  -- Speculative grade liquidity rating of SGL-3.

The last rating action for Office Depot was the December 16, 2008
downgrade to Ba3 of the corporate family and probability of
default ratings, the downgrade of the senior unsecured notes to
B1, and the affirmation of the SGL-3 speculative grade liquidity
rating.

Office Depot, Inc., based in Boca Raton, Florida, is the second
largest retailer of office supplies with 1,275 retail locations in
North America.  The company generates annual revenues of about
$14.3 billion.


OPTI CANADA: Moody's Downgrades Corporate Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded OPTI Canada Inc's Corporate
Family Rating and second secured note ratings, and confirmed its
first secured revolver rating.  The rating outlook is negative.

The Corporate Family Rating was downgraded to B3 from B1, OPTI's
amended C$350 million senior first secured bank revolver rating
was confirmed at Ba3, and its US$1.750 billion senior second
secured note rating was downgraded to B3 from B2.

The downgrades reflect a reduced likelihood that OPTI and its
joint venture partner Nexen (project operator) will bring their
integrated Long Lake steam assisted gravity drainage and bitumen
upgrader project adequately close to design specifications in time
for OPTI to demonstrate internal support of its debt structure by
year-end 2009.  It is likely to be sometime during 2010 when the
level of sustainable SAGD and upgrader production, unit operating
costs, and net price realizations on production can reliably be
gauged.

Furthermore, with the pace of cash flow growth highly uncertain,
it remains unclear how much OPTI will need to borrow under its
revolver this year to fund capital spending requirements.

Accordingly, with both the numerator and denominator of its first
secured bank credit Debt/EBITDA covenant being highly uncertain,
it is not clear that OPTI will meet its September 30, 2009 bank
leverage covenant.

While the ratings are supported by Moody's view that the
circumstances indicate OPTI would ultimately be able to negotiate
temporary covenant relief in need, and/or raise more cash by
selling an additional portion of its project ownership, such
outcomes are too contingent to support a rating higher that B3 in
light of the operating uncertainties and difficult conditions in
the banking market.

The ratings are also supported by significant internal liquidity
to fund a substantial proportion of 2009 needs.  As of
February 17, 2009, OPTI reports that it held C$280 million of cash
on hand and undrawn available revolver capacity of
C$263 million.  The ratings also are supported by the fact that,
under the terms of OPTI's 15% ownership interest sold to Nexen,
Nexen will be funding the first $85 million of OPTI's
$114 million 2009 capital spending budget.

While still substantial, OPTI's asset coverage of the
US$1.750 billion of second secured notes has been reduced after
its sale of 30% of its stake (15% of the project) in the project
to Nexen in December 2008 for C$ 735 million.  OPTI also passed
along upgrader operator responsibilities to Nexen.

After substantial project construction delays, project start-up
complications, substantial cost overruns, and less equity funding
than had been indicated at the beginning of the project, OPTI
carries very high leverage relative to its fully funded proven
developed producing reserve base.  Including future development
costs to bring net proven undeveloped reserves to production, and
net probable reserves to production, leverage on total net proven
and net proven and probable reserves is also very high.

The ratings are also supported by substantial proven and probable
reserve asset coverage from long-lived bitumen reserves and
resources.  The degree of asset support provided by the upgrader
remains a function of how efficiently and at what level it will
operate.

Based on OPTI's share of year-end 2008 reserves, currently
estimated total debt of approximately US1.82 billion represents
approximately US$27.50/Bbl of proven developed producing reserves
(59.813 mmbbls).  Including development costs for proven
undeveloped reserves, leverage on total net proven reserves
(243.182 mmbbls) approximates US$14/bbl.  Including development
costs for probable reserves, leverage on net proven plus net
probably reserves approximates US$6/bbl in 2008 dollars.

The bitumen properties provide relatively good asset coverage and
are a potential attraction to new investment capital, including
the possibility of selling further ownership interests to Nexen.

OPTI holds a 35% undivided interest (with Nexen, Baa2 senior
unsecured, which holds the other 65%) in a six-phased greenfield
integrated development of three oil sands leases in Alberta,
Canada.  OPTI's 35% share of proven developed, proven undeveloped,
and probable bitumen reserves is approximately 613 million barrels
(170 million barrels booked as proven) as of December 31, 2008.

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

The last rating action was on November 24, 2008 when OPTI's
Corporate Family Rating and second secured note ratings were
downgraded to B1 from Ba3 and B2 from B1, respectively, with the
ratings left under review for further downgrade.

OPTI Canada Inc. is headquartered in Calgary, Alberta, Canada.


PENTON BUSINESS: Weak Market Conditions Cue Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded Penton Business Media
Holdings, Inc.'s Corporate Family and Probability of Default
ratings to Caa2 from B3 and changed the rating outlook to negative
reflecting Moody's expectation that continuing weak market
conditions will place further strain on the company's liquidity
profile and financial metrics, elevating the risk of default over
the near-to-intermediate term.

Details of the rating actions are:

Ratings downgraded:

* Corporate Family rating -- to Caa2 from B3

* PDR -- to Caa2 from B3

* Senior secured first lien revolving credit facility -- to Caa1,

* LGD3, 34% from B2, LGD3, 33%

* Senior secured first lien term loan -- to Caa1, LGD3, 34% from
  B2, LGD3, 33%

* Senior secured second lien term loan -- to Caa3, LGD5, 87% from
  Caa2, LGD5, 86%

The rating outlook is negative.

The downgrade of the CFR to Caa2 largely reflects Moody's concern
that the rate of decline of Penton's top line (which was down 5%
in Q308 over the prior year period, adjusted for trade show timing
differences) will deteriorate further over the near-term, placing
additional strain on the company's liquidity profile and
precluding a reduction of debt below the 8.0x multiple of EBITDA
target previously set by Moody's for maintenance of then-revised
ratings.  In addition, the downgrade incorporates Moody's view
that decreased investor appetite for the B-2-B sector has reduced
the value of Penton's business to levels that may be substantially
below the company's current debt level, presenting weaker
refinancing opportunities and/or recovery prospects for
debtholders (especially second lien lenders) in a default
scenario.

The downgrade of the PDR to Caa2 incorporates Moody's view that
softening market spending in the business-to-business segment will
likely cause Penton to default under its financial covenants over
the near-term, absent an amendment.  Moody's considers that
Penton's first lien lenders would be reluctant to loosen the
company's already-elevated covenant levels (including a current
9.0 times total leverage test) on less than very onerous terms and
conditions, inducing the company to look to its owners
(Wasserstein & Co. and MidOcean Partners) to provide an equity
cure, as permitted under the senior secured loan agreements.
Furthermore, Moody's consider that management will likely explore
a more comprehensive overhaul of the company's balance sheet,
including a debt restructuring, or a discounted debt repurchase
program, among other alternatives.

The change in the rating outlook to negative underscores Moody's
concern that Penton's customers will experience further business
contraction, as its customers continue to cut-back on their travel
budgets, trade show attendance and spending on exhibit space.  In
addition, the negative outlook expresses Moody's view that market
spending on B-to-B magazine advertising (down by over 13% in
December 2008 according to a recent report by Business Information
Network) will face increasing pressure from further weakening of
economic conditions and secular pressure from electronic
substitution, the latter providing relatively low barriers to
entry for existing or emerging competitors.

The revised Caa2 Corporate Family rating incorporates Penton's
heavy debt burden and high financial leverage; its vulnerability
to business-to business spending and the strong competition which
the company faces from other B-2-B rivals.  The ratings are
supported by the long-established reputation and current barriers
to entry enjoyed by Penton's niche publications and trade shows
(especially the Natural Products Expos), and the diversification
and severability of its portfolio of assets.

The last rating action occurred on June 5, 2008, when Moody's
downgraded Penton's CFR to B3 from B2. Additional research,
including the most recent Credit Opinion, can be found on
www.moodys.com.  Penton's ratings were assigned by evaluating
factors Moody's believe are relevant to the credit profile of the
issuer, such as i) the business risk and competitive position of
the company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
financial and operating performance of the company over the near-
to-intermediate term, and iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside of Penton's core industry and
Penton's ratings are believed to be comparable to those of other
issuers of similar credit risk.

Penton Business Media Holdings, Inc. is one of the largest U.S.
business-to-business communications companies.  Headquartered in
New York City, the company reported sales of $424 million for the
LTM period ended September 30, 2008.


PETTERS GROUP: Court Okays Doug Kelley as Trustee
-------------------------------------------------
David Phelps at Star Tribune reports that the U.S. Bankruptcy
Judge Gregory Kishel has approved the appointment of Doug Kelley
as the trustee for Petters Group.

As reported by the Troubled Company Reporter on January 29, 2009,
Ritchie Capital Management was trying to prevent the appointment
of Mr. Kelley as Petters' trustee.  Ritchie Capital said that Mr.
Kelley's position as court-appointed receiver for Petters creates
a conflict of interest that should keep him from serving as
trustee.  Ritchie Capital reportedly fears that Mr. Kelley will
collaborate with the U.S. Attorney's office in Minneapolis to seek
payment for Mr. Petters' victims restitution before paying off his
creditors.

Star Tribune relates that Judge Kishel said that Mr. Kelley's
being the companies' receiver and trustee brings no conflict to
the companies.  The report quoted Judge Kishel as saying,
"There is no indication in the record ... that Kelley has ever
taken any action that was self-interested, contrary to the
interests of the bankruptcy estates, or in any way inconsistent
with the obligations of a fiduciary steward of the estates....
Kelley has gone up an immensely steep learning curve in the last
five months; he has had to amass knowledge, and analyze it with
his professional persons; he is making use of that to regain
assets, via legal proceedings and otherwise."

According to Star Tribune, Mr. Kelley has run most of the Petters'
companies since federal agents raided Petters' offices, the
owner's home, and the homes of several others who were involved
with Petters in what the government alleges was a
$3.5 billion investment fraud scheme.

"On its face, the order fixing Kelley's duties as receiver did not
vest him with any interest aligned with the United States, nor
mandate any action on his part that would make him its servant,
agent, or ally," and the directive to Mr. Kelley as receiver is
"unadorned" and doesn't obligate him to "consort" with federal
prosecutors at the expense of creditors, Star Tribune says, citing
Judge Kishel.

Star Tribune quoted Judge Kishel as saying, "The only duty placed
on Kelley from the face of the receivership orders, is to 'hold in
place,' to keep the assets secure pending their ultimate
disposition via separate court proceeding."

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


PHH CORPORATION: Fitch Downgrades Issuer Default Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the long-term Issuer Default Rating and related ratings
of PHH Corporation. Approximately $1.73 billion in debt is
affected by this action.

These ratings have been downgraded, with a Negative Outlook:

PHH Corporation

  -- Long-term IDR to 'BB+ from 'BBB+';
  -- Senior unsecured debt to 'BB+ from 'BBB+';
  -- Short-term IDR to 'B' from 'F2';
  -- Commercial paper to 'B' from 'F2'.

The downgrades reflect PHH's reduced financial flexibility as a
result of the prolonged capital markets disruption and
uncertainties over the company's ability to obtain longer term
funding commitments.  Despite PHH's good competitive position in
the fleet leasing and mortgage businesses, the action reflects
concerns over weaker profitability absent cost-effective,
permanent sources of funding.  Fitch believes the company's
pursuit of interim solutions to bridge potential funding gaps are
not typically consistent with an investment grade rating, although
Fitch acknowledges that recent funding challenges are not unique
to PHH, as all companies that rely on wholesale funding have been
severely affected.

The Negative Outlook reflects continued uncertainty over PHH's
ability to replace or supplement the potential lost capacity under
two vehicle asset-backed facilities (Chesapeake 2006-1 and 2006-2)
that are scheduled to mature, unless further extended.  PHH may
allow one or both facilities to amortize.  Projected funding needs
are expected to be lower in 2009 as net investment in leases is
expected to decline as the rate of vehicle orders slows relative
to existing lease amortization.  However, if both facilities are
placed into amortization, Fitch believes the company will need to
arrange funding capacity from other sources.

While PHH has adequate liquidity and funding alternatives to
finance its business throughout 2009, the company faces
significant debt maturities within the next two years and,
considering the current environment, significant refinancing risk.

The bulk of the maturities relate to PHH's revolving bank
facility, which is a key source of unsecured debt used to
supplement secured facilities.  The revolver and most mortgage
related secured facilities have a minimum net worth covenant of
approximately $1 billion.  While the company is currently in
compliance with the net worth requirement, as defined by the
covenant, future volatility in reported earnings, driven in part
by the revaluation of mortgage servicing rights, may test covenant
limits.  This risk is somewhat offset by higher mortgage
production volume and resulting margins should mortgage rates
decline.  Should the covenant cushion decline or should PHH
violate the covenant, Fitch believes any amendment or
restructuring of existing facilities would be costly and require
more collateral, leaving less available for unsecured creditors.
Holders of the company's unsecured debt outside the bank group may
also become effectively subordinated if the revolver is
restructured.

Fitch's current rating reflects an expectation that PHH will not
violate any financial covenants and operating performance will
improve modestly despite some softness in the fleet business and
uncertainties in the mortgage market.  Fitch will monitor the
company's valuation of MSRs and its impact on meeting the net
worth covenant.  As such, a ratings downgrade would result if any
financial covenants are breeched or the company does not succeed
in finding longer term, committed financing for the fleet
business.  Conversely, Fitch would consider a Stable Outlook if
operating performance improves substantially and PHH remains
competitive under a redefined funding platform.


PHILADELPHIA NEWSPAPERS: Meeting to Form Creditors Panel Today
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting at 11:00 a.m. today, March 2,
2009, in the bankruptcy cases of Philadelphia Newspapers LLC and
its affiliates.  The meeting will be held at The Philadelphia
Marriott Downtown, 1201 Market Street, Conference Room 303, in
Philadelphia, Pennsylvania.

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

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

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

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.


PHILADELPHIA NEWSPAPERS: Taps Garden City Group as Claims Agent
---------------------------------------------------------------
Philadelphia Newspapers, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ The Garden City Group, Inc., as notice,
claims and solicitation agent.

GCG will provide certain noticing, claims processing and balloting
administration services.

In addition, GCG will provide the other noticing, claims
processing, balloting and related administrative services as the
Debtors or Clerk's Office may request from time to time.

Jeffrey S. Stein, vice president of GCG, tells the Court that the
firm received a $13,000 retainer and will apply same first against
all prepetition fees and expenses and then against the last bill
for fees and expenses that GCG will render in these cases.

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

                 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'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHILADELPHIA NEWSPAPERS: Taps Proskauer Rose as Bankruptcy Counsel
------------------------------------------------------------------
Philadelphia Newspapers, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ Proskauer Rose LLP as bankruptcy
counsel.

Proskauer Rose will:

   a) advice the Debtors of their powers and duties as debtors-in-
      possession;

   b) advise the Debtors regarding matters of bankruptcy law;

   c) advise the Debtors in proceedings and hearings in the
      United States District and Bankruptcy Courts for the
      Eastern District of Pennsylvania;

   d) prepare on behalf of the Debtors any necessary motions,
      applications, orders and other legal papers;

   e) provide assistance, advise and representation concerning
      any potential sale of the Debtors as a going concern or the
      sale of substantially all or a significant portion of the
      Debtors' assets;

   f) provide assistance, advice and representation concerning
      the confirmation of any proposed plans and solicitation of
      any acceptances or responding to rejections of the plan;

   g) provide assistance, advise and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required under local,
      state or federal law;

   h) prosecute and defend litigation matters and other matters
      that might arise during these Chapter 11 cases;

   i) provide counseling and representation with respect to
      assumption or rejection of executory contracts and leases,
      sales of assets and other bankruptcy-related matters
      arising from these cases;

   j) render advice with respect to general corporate and
      litigation issues relating to these cases, including, but
      not limited to, securities, corporate finance, labor, tax
      and commercial matters; and

   k) perform other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of these Chapter 11 cases.

Mark K. Thomas, a member of Proskauer Rose, tells the Court that
the firm's professionals' hourly rates are:

     Partner                         $490 - $975
     Senior Counsel                  $350 - $725
     Associate                       $180 - $650
     Paraprofessionals                $70 - $275

Mr. Thomas adds that the firm received advance fee payments
totaling $711,923 in connection with its representation of the
Debtors prior to the petition date.

Mr. Thomas assures the Court that Proskauer Rose is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Thomas can be reached at:

     Proskauer Rose LLP
     Three First National Plaza
     70 West Madison, Suite 3800
     Chicago IL 60602-4342
     Tel: (312) 962-3550
     Fax: (312) 962-3551

                 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'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHOENIX COS: S&P Puts BB+ Counterparty Credit Rating on WatchNeg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on 10 groups of
U.S. life insurers and its counterparty credit ratings on seven
U.S. life insurance holding companies.  Standard & Poor's also
said that it placed its ratings on two groups of U.S. life
insurers, one of which was also downgraded, on CreditWatch with
negative implications.  At the same time, Standard & Poor's
revised its outlook on an additional U.S. life insurer to negative
from stable.  In addition, S&P affirmed its ratings on two U.S.
life insurers.

In response to the extreme pressures in the global economy, S&P
recently published criteria that outlined the incremental stress
analysis S&P is now applying to U.S. insurers' bond holdings,
commercial mortgages, and commercial mortgage-backed securities
when S&P assess these companies' capital adequacy.  The rating
actions primarily reflect the incorporation of these incremental
asset stress factors into S&P's capital adequacy analysis as well
as the effects of severe equity market declines and volatility on
earnings and capital adequacy.  S&P expects that the effect of
these factors will challenge life companies' competitive strengths
and ability to generate profitable business.  Over the past few
weeks, S&P also took rating actions on several other life
companies because of related issues.

Within S&P's existing capital-adequacy analysis, S&P previously
considered the effects of each firm's statutory impairments on
fixed-income assets.  The insurers affected by the rating actions
had operating earnings -- on both U.S. GAAP and statutory bases --
that fell short of S&P's expectations and showed increased
volatility.  The depressed equity markets have driven the lower
level of operating earnings, resulting in lower asset-based fees,
higher costs associated with guaranteed benefits, increased write-
offs of deferred acquisition costs (GAAP only), and reduced net
investment income.  In addition, the rating actions took into
account the specific financial flexibility characteristics of each
firm and their respective costs of capital given the financial
markets.

Given the disarray in the credit and capital markets, most
insurers' financial flexibility has decreased in the past six
months.  The ability to access the markets varies by company and
from day to day.  The market dislocations are hampering two areas
that S&P views as particularly important to financial flexibility:
liquidity and access to the capital markets.  The systemic concern
regarding counterparty risk is generally heightened for financial
firms.  In addition, a lack of liquid markets for many securities
has depressed overall access to liquidity for many corporations
and financial institutions.  The rating actions S&P took have
incorporated these concerns.

The pressures within the life sector have been building.  In
October 2008, S&P revised its outlook on the U.S. life insurance
industry to negative from stable based on poor financial market
conditions and the likelihood of a prolonged period of weaker-
than-expected economic conditions.  The outlook remains negative.
Since October 2008, macroeconomic factors have continued to
weaken, as the U.S. is in the midst of perhaps its longest
recession in a generation, and S&P's economists believe it is just
entering its most difficult phase.  S&P's baseline economic
forecast is for a deep and long recession, with a sluggish
recovery beginning in mid-2009.  Standard & Poor's economists are
also forecasting negative GDP growth in the first half of 2009
after declines in the second half of 2008, for a total peak-to-
trough decline of 3%.  The dramatic rise in the expected level of
corporate defaults reflects S&P's opinion of the weak credit
profiles of many corporations going into this period of economic
contraction.  Given these difficult economic conditions, S&P
believes that life insurers' bond holdings, commercial mortgages,
and commercial mortgage-backed securities could experience
unprecedented stress in the next 12-18 months.

Although the rating actions reflect S&P's opinion of a general
decline in the overall creditworthiness of the U.S. life insurance
sector, S&P continues to believe the credit fundamentals of the
life insurance industry are strong.  S&P believes the U.S. life
insurance sector remains well capitalized (even considering the
incremental asset stress factors), maintains solid businesses,
produces strong (albeit lower than historical) earnings, and
maintains strong liquidity.  The strong liquidity is paramount to
S&P's opinion in determining the level of mark-to-market losses in
an insurer's asset portfolio.  S&P believes that strong liquidity
and an insurer's willingness and ability to hold portfolio
investments to maturity should provide the necessary bridge for
insurers to get beyond the current distressed fixed-income
markets.  Nonetheless, S&P's capital adequacy analysis now
quantitatively considers the projected economic losses on certain
assets.

Although short-term financial pressures are acute, S&P believes
the industry's long-term fundamental strengths remain intact.  In
S&P's view, the life insurance sector remains well positioned to
capture the opportunities in the retirement market.  The sector
also benefits -- more so than many other financial sectors -- from
effective asset/liability management techniques, though current
market conditions challenge the rigor of such initiatives.  The
recent market dislocations, in S&P's view, have challenged all
enterprise risk management programs.  Given the volatile equity
market movements, S&P expects insurers with larger proportions of
equity-related risks to improve their existing ERM programs and
increase product pricing in new products.

Despite the unfavorable market, S&P believes the life insurance
industry is generally well positioned to meet its funding
requirements.  Companies are maintaining excess liquidity in these
uncertain times.  So far, financial leverage and coverage ratios
are within tolerances for the ratings, and most have modest
amounts of debt coming due in the second half of 2009 and into
2010.

S&P applied the incremental stress analysis to bond holdings,
commercial mortgage, and CMBS because these assets generally
constitute, in aggregate, approximately 80% of U.S. life insurers'
invested assets.  Importantly, although S&P is not changing S&P's
baseline insurance risk-based capital adequacy model, S&P is
applying incremental stresses for these asset classes across all
confidence levels during this difficult economic period.  S&P is
applying the incremental stress factors in a manner that is
consistent with the approach taken in S&P's existing risk-based
capital adequacy model.  The incremental stresses that S&P is
introducing seek to determine the amount of capital that an
insurer would need to cover the calculated losses in the current
economic environment at varying confidence intervals commensurate
with ratings categories.  S&P will continue to monitor, and
possibly revise, the underlying assumptions to maintain their
relevance as the events driving the credit cycle evolve.

The capital adequacy outcome from the model, as well as from any
stress analysis, is only a starting point for S&P's analysis of
the overall capital adequacy of insurers.  S&P typically apply
qualitative and quantitative considerations as warranted to derive
a more complete picture of an insurer's capital position.
Similarly, S&P generally base its ratings on a broad-based
analysis of an insurer's credit quality.  Strengths or weaknesses
in other key areas -- such as a company's competitive position,
management and strategy, investment risk, liquidity risk,
operating performance, enterprise risk management, and financial
flexibility -- could in some cases more than offset relative
strength or weakness in capital adequacy. In addition to the asset
stress factors, the rating actions reflect a general overall
decline in these major rating factors.  S&P views these areas of
analysis as being interconnected, and their importance and
influence on a rating will differ depending on company-specific
circumstances.

S&P provides ratings on insurance companies in many parts of the
world, and in the process, S&P encounter many different accounting
frameworks.  S&P's capital model is designed under a globally
consistent framework by incorporating regional factors unique to a
local market.  It is an ongoing objective of Standard & Poor's to
normalize the resulting capital measures on a basis that is
consistent with U.S. statutory or GAAP/International Financial
Reporting Standards accounting.  For example, and subject to
analytical judgment, S&P generally will not apply incremental
stresses to the baseline insurance risk-based capital model when
current values are reported on a marked-to-market basis because
the figures already reflect the sharp declines in fair value,
which in some cases exceed S&P's expectations.

S&P could expand its analysis to include additional asset classes
as the market conditions continue to evolve, updated information
becomes available, and material losses emerge.

Standard & Poor's will hold discussions with the companies with
ratings on CreditWatch and maintain active surveillance of
companies with negative outlooks to determine if any downgrades
are warranted.  S&P will also continue to evaluate the entire
industry to determine which companies are susceptible to rapid and
sustained change in stock or bond valuations and the overall
impact on any such change on S&P's view of their financial
flexibility.  Given the current environment, S&P also could
develop other incremental stress tests, such as assessing the
potential impact of policyholder behavior in guaranteed annuity
contracts, which could also affect ratings.  In all cases, if
actual experience is better than stress-test expectations,
subsequent favorable rating actions could result.

S&P has focused on U.S. life insurers in these rating actions, as
a recent review of all U.S. insurers and the application of the
enhanced criteria on the incremental asset stress factors reflects
minimal capital adequacy impact to U.S. property/casualty and
health insurers.  In reviewing the initial results of the
incremental stress analysis for these insurance sectors, S&P
believes at this time that rating changes are unlikely in the
immediate future.

                       Summary Ratings List

                         Americo Life Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBB-/Watch Neg/--  BBB-
/Stable/--

              Americo Financial Life & Annuity Insurance Co.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Watch Neg/--    A-
/Stable/--
Financial Strength Rating
  Local Currency                        A-/Watch Neg/--    A-
/Stable/--

                               Conseco Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        CCC/Negative/--
B+/Negative/--

            Conseco Inc.'s Core Insurance Operating Companies

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       BB-/Negative/--
BB+/Negative/--
Financial Strength Rating
  Local Currency                       BB-/Negative/--
BB+/Negative/--

                         Genworth Financial Inc.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       BBB/Negative/A-2   A-
/Negative/A-2

      Genworth Financial Inc.'s Core Insurance Operating
Companies*

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A/Stable/--        AA-
/Negative/--
Financial Strength Rating
  Local Currency                       A/Stable/--        AA-
/Negative/--

        * Some operating companies have 'A-1' short-term ratings.

                   Hartford Financial Services Group Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BBB+/Watch Neg/A-2 A-/Watch
Neg/A-2

         Hartford Financial Services Group Inc.'s Core Insurance
                           Operating Companies*

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      A+/Watch Neg/--    AA-/Watch
Neg/--
Financial Strength Rating
  Local Currency                      A+/Watch Neg/--    AA-/Watch
Neg/--

        * Some operating companies have 'A-1' short-term ratings.

                          Lincoln National Corp.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Stable/A-2
A+/Negative/A-1

        Lincoln Nation Corp.'s Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--

                              MetLife Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/A-2
A/Stable/A-1

            MetLife Inc.'s Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--

       * Some operating companies have 'A-1+' short-term ratings.

                   Midland National Life Insurance Co.
             North American Co. for Life & Health Insurance

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A+/Stable/--       AA-
/Negative/--
Financial Strength Rating
  Local Currency                       A+/Stable/--       AA-
/Negative/--

                            Pacific LifeCorp

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/--
A/Stable/--

          Pacific LifeCorp's Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--

                          Protective Life Corp.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Stable/--
A/Stable/--

       Protective Life Corp.'s Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--

                        Prudential Financial Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A/Stable/A-1
A/Negative/A-1

          Prudential Financial Inc.'s Core Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Negative/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Negative/--

        * Some operating companies have 'A-1+' short-term ratings.

                 Security Mutual Life Insurance Co. of NY

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/--
A+/Negative/--
Financial Strength Rating
  Local Currency                        A-/Negative/--
A+/Negative/--

                         Symetra Financial Corp.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBB/Negative/--
BBB/Stable/--

           Symetra Financial Corp.'s Core Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A/Negative/--
A/Stable/--
Financial Strength Rating
  Local Currency                        A/Negative/--
A/Stable/--

                            Ratings Affirmed

                   Ohio National Financial Services Inc.

           Counterparty Credit Rating
            Local Currency                        A/Stable/--

    Ohio National Financial Services Inc.'s Core Operating
Companies

           Counterparty Credit Rating
            Local Currency                        AA/Stable/--
           Financial Strength Rating
            Local Currency                        AA/Stable/--

                    OneAmerica Financial Partners Inc.

           Counterparty Credit Rating
            Local Currency                        A-/Stable/--

                    American United Life Insurance Co.

           Counterparty Credit Rating
            Local Currency                        AA-/Stable/--
           Financial Strength Rating
            Local Currency                        AA-/Stable/--

          State Life Insurance Co.

           Financial Strength Rating
            Local Currency                        AA-/Stable/--

          Other Recent Rating Actions Because Of Related Issues

                                AEGON N.V.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                      A+/WatchNeg/A-1
A+/Negative/A-1

             AEGON N.V.'s Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA/WatchNeg/--
AA/Negative/--
Financial Strength Rating
  Local Currency                       AA/WatchNeg/--
AA/Negative/--

        * Some operating companies have 'A-1+' short-term ratings.

                               AFLAC Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/WatchNeg/--
A/Stable/--

             AFLAC Inc.'s Core Insurance Operating Companies

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/WatchNeg/--
AA/Stable/--
Financial Strength Rating
  Local Currency                       AA-/WatchNeg/--
AA/Stable/--

                            AXA Financial Inc

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A+/Negative/--
A+/Stable/--

                AXA's Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA/Negative/-
AA/Stable/--
Financial Strength Rating
  Local Currency                       AA/Negative/-
AA/Stable/--

       * Some operating companies have 'A-1+' short-term ratings.

                        FBL Financial Group Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BBB-/Negative/--
BBB/WatchNeg/--

      FBL Financial Group Inc.'s Core Insurance Operating
Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--
Financial Strength Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--

                            Manulife Financial

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/Stable/--
AA/Negative/--

               Manulife Core Insurance Operating Companies

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      AA+/Stable/--
AAA/Negative/--
Financial Strength Rating
  Local Currency                      AA+/Stable/--
AAA/Negative/--

                            Phoenix Cos. Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BB+/WatchNeg/--
BB+/Negative/--

         Phoenix Cos. Inc.'s Core Insurance Operating Companies

                                     To                 From
                                     --                 ----
Counterparty Credit Rating
  Local Currency                     BBB+/WatchNeg/--
BBB+/Negative/--
Financial Strength Rating
  Local Currency                     BBB+/WatchNeg/--
BBB+/Negative/--

                     Principal Financial Group Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--

    Principal Life Insurance Co.'s Core Insurance Operating
Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/Negative/--
AA/WatchNeg/--
Financial Strength Rating
  Local Currency                       AA-/Negative/--
AA/WatchNeg/--

       * Some operating companies have 'A-1+' short-term ratings.

                   Security Benefit Life Insurance Co.

                                     To                 From
                                     --                 ----
Counterparty Credit Rating
  Local Currency                     BB/Negative/--
BBB+/Negative/--
Financial Strength Rating
  Local Currency                     BB/Negative/--
BBB+/Negative/--

                            SunLife Financial

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      AA-/Watch Neg/A-1+  AA-
/Stable/A-1+

              Sun Life's Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA+/WatchNeg/--
AA+/Stable/--
Financial Strength Rating
  Local Currency                       AA+/WatchNeg/--
AA+/Stable/--

    * Some operating companies have 'A-1+' short-term ratings.


PILGRIM'S PRIDE: To Idle Three Chicken Processing Plants
--------------------------------------------------------
Pilgrim's Pride Corporation plans to idle three of its 32 U.S.
chicken processing plants by mid-May as part of its
reorganization.  The idling of these three underperforming plants
is intended to improve the company's product mix by reducing
commodity production and to significantly reduce its costs in the
midst of an industry-wide oversupply of chicken and weak consumer
demand resulting from a national recession.

The plants that the company plans to idle within 60 to 75 days are
located in Douglas, Ga.; El Dorado, Ark.; and Farmerville, La.
These plants employ a total of approximately 3,000 people -- or
roughly 7 percent of the company's total U.S. workforce. Pilgrim's
Pride will provide transition programs to employees whose
positions are eliminated to assist them in securing new
employment, filing for unemployment and obtaining other applicable
benefits. Approximately 430 independent contract growers who
supply birds to these three plants also will be affected.

There will not be any disruption in the supply of product to
retail, foodservice and industrial customers as a result of the
idling of these plants, since these changes will only eliminate
production of excess commodity chicken. The company plans to keep
the plants idle until it believes that additional production
capacity is needed.

Pilgrim's Pride expects to generate annualized net savings of
approximately $110 million from idling these three plants and to
incur one-time, pre-tax restructuring charges of approximately $35
million, before any potential asset impairment charges, primarily
in the second quarter of fiscal 2009. This includes approximately
$8 million of estimated non-cash restructuring costs.

"The idling of these three plants is a painful reflection of the
unprecedented challenges facing our company and our industry from
an excess supply of chicken and weakening consumer demand
resulting from a crippled economy," said Don Jackson, president
and chief executive officer. "Simply put, we are producing too
much commodity chicken in what is a very weak market. The actions
announced today will reduce our production of low-value, commodity
meat that is a financial drain on the company without affecting
any of our core business lines or customers."

The idling of these three plants, when completed, will result in a
reduction of 9-to-10 percent in total pounds of chicken produced
by the company.

In addition, the company will be consolidating its protein salad
production from Franconia, Pa. to its further-processing facility
in Moorefield, W. Va.

"We recognize the pain and uncertainty that the idling of these
plants will have on our employees and growers at these locations,
as well as on the surrounding communities. It is a devastating
situation, and we sincerely wish that such actions were not
necessary," Dr. Jackson said. "But the reality is that our country
is arguably facing the most significant financial crisis since the
Great Depression, with consumer spending on food dropping at its
steepest rate in more than 60 years. We are taking decisive steps
now to protect the greatest number of jobs and growers in order to
restructure our business and ultimately emerge from Chapter 11 as
a stronger, more efficient competitor."

                 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)


PRECISION PARTS: Gets Short Delay to Auction Process
----------------------------------------------------
At the behest of Precision Parts International Services Corp., and
its debtor- affiliates, the U.S. Bankruptcy Court for the District
of Delaware extended the bidding process for substantially all of
their assets.  According to Bloomberg's Bill Rochelle, the Court
extended (a) the deadline for the submission of bids from Feb. 20,
2009, to March 6, at 4:00 p.m.; (b) the date of the auction from
Feb. 23, to March 9, 2009, at 1:00 p.m.; and (c) the hearing to
consider the Sale Motion from Feb. 25, to March 10.

The Debtors, in the same document seeking a slight delay on the
bidding schedule, said that Cerion LLC has offered to pay
$18,500,000 for their assets, payable as follows.  The Debtors
have selected Cerion as stalking horse bidder, and have sought
permission to entitle Cerion to a $500,000 break-up fee, in the
event another bid is selected at the auction.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/ --
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


PRIMUS FINANCIAL: S&P Affirms 'BB+' Rating on Preferred Stock
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating on Primus Financial Products LLC, a credit derivative
product company, to 'A' from 'A+' and removed it from CreditWatch,
where it was originally placed with negative implications on Sept.
26, 2008.  Concurrently, S&P assigned a negative outlook to
Primus.  At the same time, S&P affirmed its ratings on Primus'
senior debt issues, senior subordinated debt issues, and preferred
shares, and removed them from CreditWatch with negative
implications, where they were also placed on
Sept. 26, 2008.

The lowered rating reflects the issuer credit rating's failure to
pass the 'A+' rating capital test, according to Primus' capital
model run result in the most recent report provided by the
company.  According to the report, Primus' issuer credit rating
still passed the 'A' rating capital test by approximately
$4 million.  In the capital model run, S&P assume that Primus has
to make a termination payment of approximately $51.5 million on
the credit default swaps with Lehman Bros.  Special Financing Inc.
(the counterparty), and this approach is consistent with S&P's
ratings criteria for credit derivative product companies published
Nov. 5, 2005.  The current increased capital requirement reflects
additional downgrades in the issuer's credit portfolio.  Primus
has not experienced a new credit event since S&P's last update on
Dec. 17, 2008.

According to Primus' operating guidelines, Primus will formally
transition from a "normal" mode of operations to a "continuation"
mode of operations when the issuer credit rating falls below 'A+'.
According to program documents, in the continuation mode, Primus
will cease entering into new credit default swaps other than risk
reducing swaps.  Prior to February 26, however, Primus has
voluntarily been operating in a continuation mode in an effort to
conserve capital in the current environment.  According to program
documentation, entering continuation mode requires Primus' board
of directors to determine who the manager will be as the swap
portfolio amortizes.  S&P has been informed that the board has
elected to retain Primus Asset Management Inc., the current
manager, as the continuation manager.

S&P had previously left its ratings on Primus and its debt on
CreditWatch with negative implications because recoveries had not
yet been finalized on existing credit events that had occurred in
the portfolio.  S&P is now removing the ratings from CreditWatch
negative because Primus' credit default swaps that have
experienced credit events have been settled.  Given the small
margin with which Primus is passing its capital model test, it is
likely that additional downgrades in the credit risk portfolio
would warrant further rating action or renewed CreditWatch
placements.

S&P assigned a negative outlook to Primus because S&P believes
that the fundamental economic and business condition for this
fully ramped credit derivative product company that sells credit
protection mainly on single-name credits has greatly changed since
S&P originally rated it.

S&P will continue to monitor Primus and update S&P's opinion on
the company as S&P continue to receive updated reports from
Primus.

     Rating Lowered And Off Watch Negative, Outlook Assigned

                  Primus Financial Products LLC

                                      Rating
                                      ------
                                 To             From
                                 --             ----
     Issuer credit rating        A/Negative     A+/Watch Neg

          Ratings Affirmed And Off Creditwatch Negative

                  Primus Financial Products LLC

                                        Rating
                                        ------
                                      To       From
                                      --       ----
     Senior debt issues               A-       A-/Watch Neg
     Senior subordinated debt issues  BBB      BBB/Watch Neg
     Preferred shares                 BB+      BB+/Watch Neg


QIMONDA RICHMOND: Organizational Meeting to Form Panel on March 5
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 5, 2009, at 9:30
a.m. in the bankruptcy cases of Qimonda Richmond LLC and its
affiliates.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 2112, in Wilmington.

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

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

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

                    About 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 to Hire Epiq as Claims and Noticing Agent
-----------------------------------------------------------------
Qimonda Richmond, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Epiq Bankruptcy Solutions, LLC, as claims processing and
noticing agent.

Epiq will act as the official claims agent of the Bankruptcy Clerk
in order to assume full responsibility for the distribution of
notices and proofs of claim, and maintenance, processing and
docketing of proofs of claim filed in the Chapter 11 cases, and
to:

   a) prepare and service required notices in the Chapter 11
      cases;

   b) at any time, upon request, satisfy the Court that it has
      the capability to efficiently and effectively notice,
      docket, and maintain proofs of claim and proofs of
      interest;

   c) file with the Clerk's Office certificates and affidavits
      of service that include a copy of the particular notice
      involved, an alphabetical list of persons to whom the
      notice was mailed, and the date of the mailing;

   d) maintain copies of all proofs of claim and proofs of
      interest filed;

   e) maintain official claims registers by docketing all proofs
      of claim and proofs of interest on claims registers;

   f) implement necessary security measures to ensure the
      completeness and integrity of the claims register;

   g) maintain all original proofs of claim in correct claim
      number order, in an environmentally secure area and protect
      the integrity of the original documents from theft and
      alteration;

   h) transmit to the Clerk's Office a copy of the claims
      register on a regular basis;

   i) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proofs of interest, which
      list will be available upon request of a party-in-interest
      or the Clerk's Office;

   j) provide access to the public for examination of copies of
      proofs of claim or interest during regular business hours;

   k) record all transfers of claims and provide notice of the
      transfer;

   l) promptly comply with such further conditions and
      requirements as the Clerk's office or the Court may at any
      time prescribe; and

   m) perform other administrative and support services related
      to noticing, claims, docketing, solicitation and
      distribution as the Debtors or the Clerk's Office may
      request.

Daniel C. McElhinney, executive director of Epiq, tells the Court
that the firm's professionals' hourly rates are:

     Title                         Rate Range      Average Rate
     _____                         __________      ____________

     Clerk                          $40 -  $60        $50.00
     Case Manager (Level 1)        $125 - $175       $142.50
     IT Programming Consultant     $140 - $190       $165.00
     Case Manager (Level 2)        $185 - $220       $202.50
     Senior Case Manager           $225 - $275       $247.50
     Senior Consultant                 TBD              TBD*

The level of the senior consultant will vary by engagement.  If
the services are required, the usual average rate is $295 per
hour.

Mr. McElhinney assures the Court that Epiq 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.


QUEBECOR WORLD: Hiring Credit Suisse to Syndicate $750MM Loan
-------------------------------------------------------------
Quebecor World Inc. and its affiliates, which have been in
bankruptcy protection in Canada and the United States for more
than 13 months, are in negotiations with unsecured creditors,
noteholders and agents of their DIP lenders with respect to a plan
of reorganization in their Chapter 11 cases in the United States
and a plan of comprise in their Canadian proceedings.

To that end, Quebecor World engaged in discussions with Credit
Suisse Securities (USA) LLC for potential sources of bankruptcy
exit financing.  In a motion submitted to the U.S. Bankruptcy
Court for the Southern District of New York, Quebecor World seeks
authorization to enter into an engagement letter to tap Credit
Suisse as bookrunner and lead arranger for a $750 million
financing to take effect at the time the Reorganization Plan is
declared effective.

The senior secured credit facilities will consist of any
combination of:

   (a) term financing in the aggregate principal amount of $300
       million to $400 million (less the amount of any debt
       securities issued by the Debtors and/or QWI); and

   (b) a senior secured asset-based revolving credit facility
       (with a letter of credit subfacility) in an aggregate
       principal amount of $350 million to $450 million.

Quebecor World has agreed to pay Credit Suisse an arrangement fee,
a work fee and an agency fee, and reimburse reasonable out-of-
pocket expenses.  The Debtor redacted the amounts of the fees from
the engagement letter posted at the court docket.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

The Hon. Robert Mongeon of the Quebec Superior Court has extended
until Dec. 14, 2008, the stay under the Canadian Companies'
Creditors Arrangement Act.


R.A.E.D. INVESTMENTS: Has $220K Offer for Pittsburgh Property
-------------------------------------------------------------
Steven Owens and Shawn Owens have offered to pay $220,000 to
purchase property located at 156-160 S. 16th Street in Pittsburgh,
Pennsylvania from R.A.E.D. Investments, Inc.  Subject to higher
and better offers, the Debtor asks the Honorable Judith K.
Fitzgerald to approve a sale transaction on March 13, 2009, at
12:00 noon.

The debtor intends to sell the property on an "as is, where is"
basis, free and clear of all mortgages, liens and encumbrances.

Competing offers, if any, must be filed with the Court on or
before March 9, 2009, and a copy must be served on the Debtors'
lawyer:

         Andrew M. Gross, Esq.
         210 Grant Street, Suite 401
         Pittsburgh, PA 15219
         Telephone (412) 553-0140

R.A.E.D. Investments, Inc., filed a chapter 11 petition (Bankr.
W.D. Pa. Case No. 09-20016) on January 2, 2009, estimating total
assets and liabilities in the $1 million to $10 million range.


REALOGY CORP: $150MM Investment Won't Affect Moody's Rating
-----------------------------------------------------------
Moody's Investors Service said that Realogy Corporation's recent
announcement that its private equity sponsor, Apollo Management,
L.P., may invest up to $150 million in the company during fiscal
2009 will have no immediate impact on Realogy's credit ratings,
liquidity rating or the negative rating outlook.

The last rating action on Realogy Corporation was on December 19,
2008, at which time Moody's lowered the corporate family rating to
Caa3 from Caa2 following the company's withdrawal of an exchange
offer to holders of its senior unsecured cash pay, unsecured
toggle and subordinated notes.

Realogy is one of the largest real estate service companies in the
United States with reported revenues of about $4.7 billion for the
year ended December 31, 2008.


RITZ CAMERA: Organizational Meeting to Form Panel on March 3
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 3, 2009, at 11:00
a.m. in the bankruptcy cases of Ritz Camera Centers, Inc.  The
meeting will be held at Hotel DuPont, 11th & Market Streets,
Greenville & Newark Rooms in Wilmington.

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

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

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

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.


ROCK-TENN COMPANY: Moody's Raises Ratings on Sr. Notes to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service revised Rock-Tenn Company's rating
outlook to stable from negative and upgraded the company's senior
secured credit facilities rating to Ba1 from Ba2.  At the same
time, Moody's affirmed Rock Tenn's Ba2 corporate family rating,
the Ba3 rating on the 2011 and 2013 senior notes, the Ba3 senior
unsecured note rating and assigned an SGL-2 speculative grade
liquidity rating.

Rock Tenn's revised outlook was prompted by the progress Rock Tenn
has made in the integration of the March 2008 Southern Container
acquisition, management's commitment to debt reduction, the
company's improved credit protection metrics and the expectation
of continued strong financial performance.  The integration of the
Southern Container acquisition, which increased the company's debt
position significantly, has been successful, with the company
exceeding its initial synergy and financial performance targets.

Rock Tenn has reduced gross debt by approximately $250 million
over the past 10 months and management is currently ahead of its
debt reduction target.  Despite the economic slowdown, the
company's low cost mill system and management's cost reduction
efforts have helped improve margins and cash flow. Through ongoing
free cash flow generation, credit protection metrics and operating
margins have improved to levels commensurate with the current Ba2
corporate family rating.  Moody's expects the company's credit
protection metrics to continue to improve as management achieves
further operational synergies and continues to reduce debt from
operating cash flow.

Moody's upgraded the ratings on Rock Tenn's senior secured credit
facilities one notch to Ba1 as a result of enhanced guarantee and
security arrangements.  The payment of the Solvay Paperboard
industrial development revenue bonds allowed Solvay Paperboard LLC
to provide an upstream guarantee and pledge collateral to the
senior secured credit facilities, which improve their expected
recovery in the event of a default.  Although the 2011 and 2013
senior notes also received some additional collateral from Solvay
Paperboard LLC, it was not material enough to improve the rating.
Note that the 2011 and 2013 senior notes do not benefit from up-
stream guarantees.

Downgrades:

Issuer: Rock-Tenn Company

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of LGD5,78% to LGD4, 68% from a range of LGD4,67% to
     LGD4, 63%

Upgrades:

Issuer: Rock-Tenn Company

  -- Senior Secured Bank Credit Facility, Upgraded to a range of
     Ba1, LGD3, 38% from a range of Ba2, LGD3, 45%

Assignments:

Issuer: Rock-Tenn Company

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Rock-Tenn Company

  -- Outlook, Changed To Stable From Negative

Rock Tenn's Ba2 corporate family rating reflects the company's low
cost vertically integrated asset base, its position as one of the
largest producers of folding cartons and promotional point-of-
purchase displays in North America, the company's strong financial
performance and its good committed liquidity arrangements.  The
company has a strong ability to manage its costs with its modern,
well-invested mill system that is significantly forward integrated
into converting plants.  Most of the company's products are
supplied to the consumer non-durable end markets (primarily food)
which are stable and more resilient to weak economic conditions.
Offsetting these strengths are the company's lack of product and
geographic diversification, volatile input costs, including
currently high virgin fiber and chemical costs, and declining
demand for packaging.

The SGL-2 liquidity rating indicates that Rock Tenn has a good
liquidity profile supported by expectations of positive free cash
flow generation over the next four quarters with no significant
near-term debt maturities, sufficient availability under its
credit facilities, and expectations that compliance with financial
covenants will not pose a problem for the next four quarters.

Moody's last rating action was on January 29, 2008, when a Ba2
rating was assigned to Rock Tenn's new senior secured credit
facilities and a Ba3 rating was assigned to the company's new
senior unsecured notes.

Headquartered in Norcross, Georgia, Rock Tenn is a manufacturer of
packaging products, containerboard, merchandising displays, and
bleached and recycled paperboard. The company had annual net sales
of approximately $2.8 billion in its fiscal year ending September
30, 2008, and has operating locations in the United States,
Canada, Mexico, Chile and Argentina.


RYLAND GROUP: R. Chad Dreier to Leave CEO Post, Remains in Board
----------------------------------------------------------------
The Ryland Group, Inc., reported that R. Chad Dreier will retire
as chief executive officer on May 29, 2009.  Mr. Dreier will
continue in his role as chairperson of the board of directors.
Effective May 29, 2009, Larry Nicholson will be promoted to the
position of chief executive officer becoming president and chief
executive officer of Ryland.

"I am very excited about this orderly transition in the leadership
of our company and am grateful for the support given to me by the
board of directors in making this transition possible," said Mr.
Dreier.  "Over the course of his 12 years with Ryland, Larry has
clearly demonstrated his ability to assume the responsibilities of
chief executive officer.  With Larry as president and chief
executive officer, I look forward to continuing as chairman of the
board of directors as we continue to work through this challenging
time in the homebuilding industry."

"We are grateful for Chad's leadership and the many record
milestones achieved by Ryland during the 15 years he guided this
company as chief executive officer," said Lead Director of the
board of directors, Bill Jews.  "We look forward to Larry's
transition into the role of chief executive officer and his
leadership in determining Ryland's future direction as a leading
national homebuilder."

Mr. Dreier joined Ryland in November 1993 as president and chief
executive officer, becoming chairperson of the board of directors
in December 1994.  With more than 25 years of experience in the
homebuilding industry, Mr. Nicholson joined Ryland in 1996 as a
vice president of operations and subsequently ran the Greenville,
S.C. and Orlando divisions before his promotion to Southeast
region president in 2004.  He was promoted to chief operating
officer in June 2007 and president in September 2008.

                        About Ryland Group

Based in Calabasas, California and founded in 1967, The Ryland
Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 28 markets across the
country and has built more than 275,000 homes and financed more
than 230,000 mortgages since its founding in 1967.

                          *     *     *

As of December 31, 2008, the Company's balance sheet showed total
assets of $1,862,988,000, total liabilities of $1,123,810,000,
minority interest of $13,816,000, resulting in total stockholders'
equity of $725,362,000.

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings has downgraded Ryland Group, Inc.'s issuer default
rating and outstanding debt ratings: (i) IDR to 'BB' from 'BB+';
(ii) senior unsecured to 'BB' from 'BB+'; and (iii) unsecured bank
credit facility to 'BB' from 'BB+'.  The rating outlook remains
negative.

The TCR reported on Nov. 28, 2008, that Moody's Investors Service
downgraded all of the ratings of The Ryland Group, Inc., including
its corporate family rating to Ba3 from Ba2, its probability of
default rating to Ba3 from Ba2, and its senior notes rating to Ba3
from Ba2.  At the same time, Moody's affirmed the Company's
speculative grade liquidity rating at SGL-3.  The outlook remains
negative.


RYNESS COMPANY: Case Summary & 28 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Ryness Company, Inc.
        801 San Ramon Valley Boulevard
        Danville, CA 94526
        Tel: (925) 820-3432

Bankruptcy Case No.: 09-41466

Type of Business: The Debtor is a holding company.

Chapter 11 Petition Date: February 26, 2009

Court: Northern District of California (Oakland)

Debtor's Counsel: James S. Monroe, Esq.
                  jim@monroe-law.com
                  Monroe Law Group
                  101 California St. #2450
                  San Francisco, CA 94111
                  Tel: (415)990-4349

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Adrienne Albert                loan              $5,500,00
923 5th Ave., Apt. 11A
New York, NY 10021
Tel: (917) 449-8822

David Tufts                    deferred          $700,000
2959 Andrews Drive NW          compensation
Atlanta, GA 30305
Tel: (404) 812-1850

Sixth & Virginia Properties    premises lease    $411,502
Attn: A. M. Clise
2001 Sixth Avenue
Suite 300
Seattle, WA 98121
Tel: (206) 433-1800

Ikon Financial Services        equipment lease   $548,000

Hanley Wood LLC                settlement        $312,000

801 Partnership                premises lease    $250,313

Western Pacific Housing        contract          $193,000

American Assets Inc.           premises lease    $154,281

AICCO                          loan              $139,592

Viewcor Long Beach I LP        settlement        $132,000

AIS American Internet Services storage computer  $120,904
                               lease

CA Redstone Plaza Limited      premises lease    $94,333

DR Horton                      contract          $87,000

The Seattle Times              contract          $69,000

Don Anderson                   deferred          $65,361

Brian Connelly                 settlement        $60,000

Larry Gildersleeve             deferred          $48,143
                               compensation

City of LA Tax & Permit Div.   taxes             $44,927

Catherine Nicholas             deferred          $41,161
                               compensation

Paul Desmet                    deferred          $39,655
                               compensation

The Excell Group Inc.          contract          $32,495

Pat Keulen                     deferred          $31,000
                               compensation

Laura McKittrick               deferred          $28,217
                               compensation

Nathan Brown                   deferred          $24,500
                               compensation

Rich Botelho                   deferred          $20,000
                               compensation

Sue Mesak                      deferred          $20,000
                               compensation

Melinda Goodbary               deferred          $15,000
                               compensation

The petition was signed by George A. Ryness III, president.


SAN JOSE AIRPORT HOTEL: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Cathy Weselby at Silicon Valley/San Jose Business Journal reports
that San Jose Airport Hotel LLC has filed for Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court in San Jose.

Court documents say that San Jose Airport listed $50 million to
$100 million in assets and $10 million and $50 million in debts.
San Jose Airport said that its biggest creditor is Holiday
Hospitality Franchising Inc., which has a claim of $202,543,
Business Journal states.

Merle C. Meyers assists San Jose Airport in its restructuring
effort.

The 512-room, Holiday Inn franchisee San Jose Airport Hotel LLC is
located at 1740 N. First Street in San Jose.  It is owned by the
Mobedshahi Hotel Group.


SECURITY BENEFIT: S&P Cuts Counterparty Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on 10 groups of
U.S. life insurers and its counterparty credit ratings on seven
U.S. life insurance holding companies.  Standard & Poor's also
said that it placed its ratings on two groups of U.S. life
insurers, one of which was also downgraded, on CreditWatch with
negative implications.  At the same time, Standard & Poor's
revised its outlook on an additional U.S. life insurer to negative
from stable.  In addition, S&P affirmed its ratings on two U.S.
life insurers.

In response to the extreme pressures in the global economy, S&P
recently published criteria that outlined the incremental stress
analysis S&P is now applying to U.S. insurers' bond holdings,
commercial mortgages, and commercial mortgage-backed securities
when S&P assess these companies' capital adequacy.  The rating
actions primarily reflect the incorporation of these incremental
asset stress factors into S&P's capital adequacy analysis as well
as the effects of severe equity market declines and volatility on
earnings and capital adequacy.  S&P expects that the effect of
these factors will challenge life companies' competitive strengths
and ability to generate profitable business.  Over the past few
weeks, S&P also took rating actions on several other life
companies because of related issues.

Within S&P's existing capital-adequacy analysis, S&P previously
considered the effects of each firm's statutory impairments on
fixed-income assets.  The insurers affected by the rating actions
had operating earnings -- on both U.S. GAAP and statutory bases --
that fell short of S&P's expectations and showed increased
volatility.  The depressed equity markets have driven the lower
level of operating earnings, resulting in lower asset-based fees,
higher costs associated with guaranteed benefits, increased write-
offs of deferred acquisition costs (GAAP only), and reduced net
investment income.  In addition, the rating actions took into
account the specific financial flexibility characteristics of each
firm and their respective costs of capital given the financial
markets.

Given the disarray in the credit and capital markets, most
insurers' financial flexibility has decreased in the past six
months.  The ability to access the markets varies by company and
from day to day.  The market dislocations are hampering two areas
that S&P views as particularly important to financial flexibility:
liquidity and access to the capital markets.  The systemic concern
regarding counterparty risk is generally heightened for financial
firms.  In addition, a lack of liquid markets for many securities
has depressed overall access to liquidity for many corporations
and financial institutions.  The rating actions S&P took have
incorporated these concerns.

The pressures within the life sector have been building.  In
October 2008, S&P revised its outlook on the U.S. life insurance
industry to negative from stable based on poor financial market
conditions and the likelihood of a prolonged period of weaker-
than-expected economic conditions.  The outlook remains negative.
Since October 2008, macroeconomic factors have continued to
weaken, as the U.S. is in the midst of perhaps its longest
recession in a generation, and S&P's economists believe it is just
entering its most difficult phase.  S&P's baseline economic
forecast is for a deep and long recession, with a sluggish
recovery beginning in mid-2009.  Standard & Poor's economists are
also forecasting negative GDP growth in the first half of 2009
after declines in the second half of 2008, for a total peak-to-
trough decline of 3%.  The dramatic rise in the expected level of
corporate defaults reflects S&P's opinion of the weak credit
profiles of many corporations going into this period of economic
contraction.  Given these difficult economic conditions, S&P
believes that life insurers' bond holdings, commercial mortgages,
and commercial mortgage-backed securities could experience
unprecedented stress in the next 12-18 months.

Although the rating actions reflect S&P's opinion of a general
decline in the overall creditworthiness of the U.S. life insurance
sector, S&P continues to believe the credit fundamentals of the
life insurance industry are strong.  S&P believes the U.S. life
insurance sector remains well capitalized (even considering the
incremental asset stress factors), maintains solid businesses,
produces strong (albeit lower than historical) earnings, and
maintains strong liquidity.  The strong liquidity is paramount to
S&P's opinion in determining the level of mark-to-market losses in
an insurer's asset portfolio.  S&P believes that strong liquidity
and an insurer's willingness and ability to hold portfolio
investments to maturity should provide the necessary bridge for
insurers to get beyond the current distressed fixed-income
markets.  Nonetheless, S&P's capital adequacy analysis now
quantitatively considers the projected economic losses on certain
assets.

Although short-term financial pressures are acute, S&P believes
the industry's long-term fundamental strengths remain intact.  In
S&P's view, the life insurance sector remains well positioned to
capture the opportunities in the retirement market.  The sector
also benefits -- more so than many other financial sectors -- from
effective asset/liability management techniques, though current
market conditions challenge the rigor of such initiatives.  The
recent market dislocations, in S&P's view, have challenged all
enterprise risk management programs.  Given the volatile equity
market movements, S&P expects insurers with larger proportions of
equity-related risks to improve their existing ERM programs and
increase product pricing in new products.

Despite the unfavorable market, S&P believes the life insurance
industry is generally well positioned to meet its funding
requirements.  Companies are maintaining excess liquidity in these
uncertain times.  So far, financial leverage and coverage ratios
are within tolerances for the ratings, and most have modest
amounts of debt coming due in the second half of 2009 and into
2010.

S&P applied the incremental stress analysis to bond holdings,
commercial mortgage, and CMBS because these assets generally
constitute, in aggregate, approximately 80% of U.S. life insurers'
invested assets.  Importantly, although S&P is not changing S&P's
baseline insurance risk-based capital adequacy model, S&P is
applying incremental stresses for these asset classes across all
confidence levels during this difficult economic period.  S&P is
applying the incremental stress factors in a manner that is
consistent with the approach taken in S&P's existing risk-based
capital adequacy model.  The incremental stresses that S&P is
introducing seek to determine the amount of capital that an
insurer would need to cover the calculated losses in the current
economic environment at varying confidence intervals commensurate
with ratings categories.  S&P will continue to monitor, and
possibly revise, the underlying assumptions to maintain their
relevance as the events driving the credit cycle evolve.

The capital adequacy outcome from the model, as well as from any
stress analysis, is only a starting point for S&P's analysis of
the overall capital adequacy of insurers.  S&P typically apply
qualitative and quantitative considerations as warranted to derive
a more complete picture of an insurer's capital position.
Similarly, S&P generally base its ratings on a broad-based
analysis of an insurer's credit quality.  Strengths or weaknesses
in other key areas -- such as a company's competitive position,
management and strategy, investment risk, liquidity risk,
operating performance, enterprise risk management, and financial
flexibility -- could in some cases more than offset relative
strength or weakness in capital adequacy. In addition to the asset
stress factors, the rating actions reflect a general overall
decline in these major rating factors.  S&P views these areas of
analysis as being interconnected, and their importance and
influence on a rating will differ depending on company-specific
circumstances.

S&P provides ratings on insurance companies in many parts of the
world, and in the process, S&P encounter many different accounting
frameworks.  S&P's capital model is designed under a globally
consistent framework by incorporating regional factors unique to a
local market.  It is an ongoing objective of Standard & Poor's to
normalize the resulting capital measures on a basis that is
consistent with U.S. statutory or GAAP/International Financial
Reporting Standards accounting.  For example, and subject to
analytical judgment, S&P generally will not apply incremental
stresses to the baseline insurance risk-based capital model when
current values are reported on a marked-to-market basis because
the figures already reflect the sharp declines in fair value,
which in some cases exceed S&P's expectations.

S&P could expand its analysis to include additional asset classes
as the market conditions continue to evolve, updated information
becomes available, and material losses emerge.

Standard & Poor's will hold discussions with the companies with
ratings on CreditWatch and maintain active surveillance of
companies with negative outlooks to determine if any downgrades
are warranted.  S&P will also continue to evaluate the entire
industry to determine which companies are susceptible to rapid and
sustained change in stock or bond valuations and the overall
impact on any such change on S&P's view of their financial
flexibility.  Given the current environment, S&P also could
develop other incremental stress tests, such as assessing the
potential impact of policyholder behavior in guaranteed annuity
contracts, which could also affect ratings.  In all cases, if
actual experience is better than stress-test expectations,
subsequent favorable rating actions could result.

S&P has focused on U.S. life insurers in these rating actions, as
a recent review of all U.S. insurers and the application of the
enhanced criteria on the incremental asset stress factors reflects
minimal capital adequacy impact to U.S. property/casualty and
health insurers.  In reviewing the initial results of the
incremental stress analysis for these insurance sectors, S&P
believes at this time that rating changes are unlikely in the
immediate future.

                       Summary Ratings List

                         Americo Life Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBB-/Watch Neg/--  BBB-
/Stable/--

              Americo Financial Life & Annuity Insurance Co.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Watch Neg/--    A-
/Stable/--
Financial Strength Rating
  Local Currency                        A-/Watch Neg/--    A-
/Stable/--

                               Conseco Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        CCC/Negative/--
B+/Negative/--

            Conseco Inc.'s Core Insurance Operating Companies

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       BB-/Negative/--
BB+/Negative/--
Financial Strength Rating
  Local Currency                       BB-/Negative/--
BB+/Negative/--

                         Genworth Financial Inc.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       BBB/Negative/A-2   A-
/Negative/A-2

      Genworth Financial Inc.'s Core Insurance Operating
Companies*

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A/Stable/--        AA-
/Negative/--
Financial Strength Rating
  Local Currency                       A/Stable/--        AA-
/Negative/--

        * Some operating companies have 'A-1' short-term ratings.

                   Hartford Financial Services Group Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BBB+/Watch Neg/A-2 A-/Watch
Neg/A-2

         Hartford Financial Services Group Inc.'s Core Insurance
                           Operating Companies*

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      A+/Watch Neg/--    AA-/Watch
Neg/--
Financial Strength Rating
  Local Currency                      A+/Watch Neg/--    AA-/Watch
Neg/--

        * Some operating companies have 'A-1' short-term ratings.

                          Lincoln National Corp.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Stable/A-2
A+/Negative/A-1

        Lincoln Nation Corp.'s Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--

                              MetLife Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/A-2
A/Stable/A-1

            MetLife Inc.'s Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--

       * Some operating companies have 'A-1+' short-term ratings.

                   Midland National Life Insurance Co.
             North American Co. for Life & Health Insurance

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       A+/Stable/--       AA-
/Negative/--
Financial Strength Rating
  Local Currency                       A+/Stable/--       AA-
/Negative/--

                            Pacific LifeCorp

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/--
A/Stable/--

          Pacific LifeCorp's Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Negative/--
AA/Stable/--

                          Protective Life Corp.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Stable/--
A/Stable/--

       Protective Life Corp.'s Core Insurance Operating Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Stable/--

                        Prudential Financial Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A/Stable/A-1
A/Negative/A-1

          Prudential Financial Inc.'s Core Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AA-/Stable/--
AA/Negative/--
Financial Strength Rating
  Local Currency                        AA-/Stable/--
AA/Negative/--

        * Some operating companies have 'A-1+' short-term ratings.

                 Security Mutual Life Insurance Co. of NY

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A-/Negative/--
A+/Negative/--
Financial Strength Rating
  Local Currency                        A-/Negative/--
A+/Negative/--

                         Symetra Financial Corp.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBB/Negative/--
BBB/Stable/--

           Symetra Financial Corp.'s Core Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        A/Negative/--
A/Stable/--
Financial Strength Rating
  Local Currency                        A/Negative/--
A/Stable/--

                            Ratings Affirmed

                   Ohio National Financial Services Inc.

           Counterparty Credit Rating
            Local Currency                        A/Stable/--

    Ohio National Financial Services Inc.'s Core Operating
Companies

           Counterparty Credit Rating
            Local Currency                        AA/Stable/--
           Financial Strength Rating
            Local Currency                        AA/Stable/--

                    OneAmerica Financial Partners Inc.

           Counterparty Credit Rating
            Local Currency                        A-/Stable/--

                    American United Life Insurance Co.

           Counterparty Credit Rating
            Local Currency                        AA-/Stable/--
           Financial Strength Rating
            Local Currency                        AA-/Stable/--

          State Life Insurance Co.

           Financial Strength Rating
            Local Currency                        AA-/Stable/--

          Other Recent Rating Actions Because Of Related Issues

                                AEGON N.V.

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                      A+/WatchNeg/A-1
A+/Negative/A-1

             AEGON N.V.'s Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA/WatchNeg/--
AA/Negative/--
Financial Strength Rating
  Local Currency                       AA/WatchNeg/--
AA/Negative/--

        * Some operating companies have 'A-1+' short-term ratings.

                               AFLAC Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/WatchNeg/--
A/Stable/--

             AFLAC Inc.'s Core Insurance Operating Companies

                                       To                 From
                                       --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/WatchNeg/--
AA/Stable/--
Financial Strength Rating
  Local Currency                       AA-/WatchNeg/--
AA/Stable/--

                            AXA Financial Inc

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A+/Negative/--
A+/Stable/--

                AXA's Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA/Negative/-
AA/Stable/--
Financial Strength Rating
  Local Currency                       AA/Negative/-
AA/Stable/--

       * Some operating companies have 'A-1+' short-term ratings.

                        FBL Financial Group Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BBB-/Negative/--
BBB/WatchNeg/--

      FBL Financial Group Inc.'s Core Insurance Operating
Companies

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--
Financial Strength Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--

                            Manulife Financial

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/Stable/--
AA/Negative/--

               Manulife Core Insurance Operating Companies

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      AA+/Stable/--
AAA/Negative/--
Financial Strength Rating
  Local Currency                      AA+/Stable/--
AAA/Negative/--

                            Phoenix Cos. Inc.

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      BB+/WatchNeg/--
BB+/Negative/--

         Phoenix Cos. Inc.'s Core Insurance Operating Companies

                                     To                 From
                                     --                 ----
Counterparty Credit Rating
  Local Currency                     BBB+/WatchNeg/--
BBB+/Negative/--
Financial Strength Rating
  Local Currency                     BBB+/WatchNeg/--
BBB+/Negative/--

                     Principal Financial Group Inc.

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       A-/Negative/--
A/WatchNeg/--

    Principal Life Insurance Co.'s Core Insurance Operating
Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA-/Negative/--
AA/WatchNeg/--
Financial Strength Rating
  Local Currency                       AA-/Negative/--
AA/WatchNeg/--

       * Some operating companies have 'A-1+' short-term ratings.

                   Security Benefit Life Insurance Co.

                                     To                 From
                                     --                 ----
Counterparty Credit Rating
  Local Currency                     BB/Negative/--
BBB+/Negative/--
Financial Strength Rating
  Local Currency                     BB/Negative/--
BBB+/Negative/--

                            SunLife Financial

                                      To                 From
                                      --                 ----
Counterparty Credit Rating
  Local Currency                      AA-/Watch Neg/A-1+  AA-
/Stable/A-1+

              Sun Life's Core Insurance Operating Companies*

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                       AA+/WatchNeg/--
AA+/Stable/--
Financial Strength Rating
  Local Currency                       AA+/WatchNeg/--
AA+/Stable/--

    * Some operating companies have 'A-1+' short-term ratings.


SECURITY SAVINGS: Nevada Regulators Appoint FDIC as Receiver
------------------------------------------------------------
Security Savings Bank, based in Henderson, Nevada was closed on
Fri., Feb. 27, 2009, by the Nevada Financial Institutions
Division, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Bank of
Nevada, Las Vegas, Nevada, to assume all of the deposits of
Security Savings Bank.

The two offices of Security Savings Bank will reopen on March 2,
2009, as branches of Bank of Nevada.  Depositors of Security
Savings Bank will automatically become depositors of Bank of
Nevada.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.

As of Dec. 31, 2008, Security Savings Bank had total assets of
approximately $238.3 million and total deposits of $175.2 million.
Bank of Nevada did not pay a premium to acquire the deposits of
Security Savings Bank.

In addition to acquiring all of the failed banks deposits,
including those from deposit brokers, Bank of Nevada agreed to
purchase approximately $111.3 million in assets.  The FDIC will
retain any remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $59.1 million.  The Bank of Nevada's acquisition of all
the deposits of Security Saving Bank was the "least costly"
resolution for the FDIC's Deposit Insurance Fund compared to
alternatives.  Security Savings Bank is the sixteenth bank to fail
in the nation this year.  The last bank to fail in Nevada was
Washington Mutual Bank, Henderson, on Sept. 25, 2008.


SEMGROUP LP: Catsimatidis Has No Funds for Asphalt Bid; No Buyer
----------------------------------------------------------------
SemGroup L.P. received interest for its liquid asphalt products
business, SemMaterials L.P., however, none of the prospective
buyers could arrange financing before the auction on February 23,
Bloomberg's Bill Rochelle reported.  According to the report, a
company lawyer said papers would be filed in bankruptcy court
outlining plans for the asphalt business.

Bloomberg reported that lawyers of SemGroup and New York investor
John A. Catsimatidis confirmed that Mr. Catsimatidis submitted a
bid for the asphalt products business, but failed to arrange
financing on time.  Mr. Catsimatidis owns five of nine seats on
SemGroup's management committee, but has feuded with SemGroup's
managers and lawyers over his effort to take charge of the
Company's restructuring.

SemMaterials, L.P. sought approval from the U.S. Bankruptcy Court
for the District of Delaware of (i) a February 23 auction and sale
of all or substantially all of its assets, or in the alternative,
(ii) a winding-down of SemMaterials and the rejection of a
terminalling agreement with non-debtor affiliate SemGroup Energy
Partners, L.P.

On January 14, 2008, SemMaterials entered into a purchase and
sale agreement with SemGroup Energy Partners, L.P., pursuant to
which SemMaterials sold domestically-owned liquid asphalt cement
assets, having a $145,000,000 net book value.  Those assets were
sold for $378,800,000, and the sale closed on February 20, 2008.
SemMaterials and SGLP also entered into a terminalling and
storage agreement under which SGLP provides terminalling and
storage services to SemMaterials for $5,000,000 monthly.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, since the Debtors' bankruptcy
filing, SemMaterials' business has been curtailed.  Working
capital requirements to fund inventory purchases have been
substantial, he says, and fixed costs have become burdensome,
including the $5,000,000 monthly payments to SGLP under the
Terminalling Agreement.  The Debtors believe that continuing to
own SemMaterials' Assets is not in the best interests of the
Debtors' estates.

In their request to sell or liquidate SemMaterials, the Debtors
said they engaged in discussions with SGLP to amend the
Terminalling Agreement and jointly market the asphalt assets.
However, no agreement with SGLP has been reached.  In addition,
despite their efforts to market SemMaterials, the Debtors have not
reached a contract with any buyer.  The Debtors have noted that
SemMaterials' carrying costs and cash burn total $15,000,000 per
month.  Hence, the Debtors have determined that they need to sell
SemMaterials to avoid further cash drain.

Blackstone Advisory Services, L.P., as the Debtors' financial
advisors, contacted more than 130 potential buyers and parties to
promote interest in the SemMaterials sale process.  On October 6,
2008, Blackstone received six qualified bids, which were allowed
to conduct comprehensive due diligence.  Following management
presentations, five parties withdrew in the marking process, due
to high fixed costs under the Terminalling Agreement, working
capital needs and seasonal cash flow, and the failure to secure
products ahead for the 2009 season.  The remaining potential buyer
remains in the process; however, it remains unclear whether that
party can obtain the financing required to complete the sale,
Mr. Collins stated in SemGroup's motion to auction off or
liquidate SemMaterials.

SemGroup had also said that if the auction is unsuccessful, it
would seek to reject the Terminalling Agreement on February 26,
2009.  Rejecting the Agreement allows the Debtors to avoid
approximately $50,000,000 of future payments for 2009, Mr. Collins
explained.  Winding-down SemMaterials minimizes expenses and
maximizes the Debtors' recovery, and enables the Debtors to
receive $100,000,000 for its current inventory and other liquid
assets, he stated.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SERVICE MASTER: Bank Loan Sells at 36% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Service Master is
a borrower traded in the secondary market at 63.41 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.78 percentage points
from the previous week, the Journal relates.  The loan matures
July 24, 2014.  Service Master pays 300 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B1
rating and Standard & Poor's B+ rating.

Based in Memphis, Tennessee, ServiceMaster provides outsourcing
services to residential and commercial customers, primarily in the
United States.  Its services include lawn care, landscape
maintenance, termite and pest control, home warranty, disaster
response and reconstruction, cleaning and disaster restoration,
house cleaning, furniture repair, and home inspection.

                           *     *     *

As reported by the Troubled Company Reporter on February 10, 2009,
Moody's Investors Service affirmed the B2 Corporate Family Rating
of The ServiceMaster Company and changed the rating outlook to
negative from stable.  "The negative outlook considers the
potential for the weakening economy in the US to depress demand
for the company's consumer service offerings during 2009,
particularly in the more discretionary lawn care and home warranty
business lines," stated Lenny Ajzenman, Vice President and Senior
Credit Officer.


SIMMONS BEDDING: Moody's Puts 'Ca' Probability of Default Rating
----------------------------------------------------------------
Moody's Investors Service assigned a limited default rating to
Simmons following the expiration of the 30 day grace period of a
missed interest payment on its $200 million subordinated notes.
The limited default rating is assigned to Simmons' Ca probability
of default rating.  All other ratings are affirmed.  The outlook
is developing.

On January 15, 2009, Simmons missed an interest payment on its
$200 million senior subordinated notes and did not make the
interest payment within the 30 day grace period, which expired on
February 16, 2009.  However, consistent with the senior secured
lenders, the company received a forbearance agreement on the
senior subordinated notes through March 31, 2009; a forbearance
agreement for the secured lenders was required because the company
was in violation of financial covenants.  "Despite the forbearance
agreements, Moody's treats a missed interest payment on a debt
security as a limited default" said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.

The developing outlook reflects the uncertainty about the
company's future operating plans and whether the company will file
for bankruptcy protection or possibly restructure its balance
sheet outside of bankruptcy.  Moody's will re-evaluate Simmons'
rating when the company completes its discussions with both the
senior and unsecured lenders.

Ratings downgraded:

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

Ratings affirmed/assessment revised:

* Corporate family rating at Caa3;

* $200 million senior subordinated notes due 2014 at Caa3 (LGD-3,
  33% from LGD-3, 32%);

* $75 million senior secured revolver due 2011 at B2 (LGD-1, 9%
  from LGD-1, 8% );

* $492 million senior secured term due 2011 at B2 (LGD-1, 9% from
  LGD-1, 8% );

* $269 million senior discount notes due 2014 at Ca (LGD-4, 55%)
  -- no change in LGD assessment

* $300 million Super Holdco Toggle loan at C (LGD-5, 78%) -- no
  change in LGD assessment

The last rating action was on December 9, 2008, where Moody's
lowered all ratings two notches and kept the rating outlook
negative as Moody's expected the company to either restructure its
balance sheet or possibly file for bankruptcy protection.

Simmons Bedding Company, a wholly-owned subsidiary of Simmons
Company, is headquartered in Atlanta, Georgia.  Net sales for the
twelve months ended September 2008 approximated $1.1 billion.


SINGLE TOUCH: December 31 Balance Sheet Upside-Down by $5 Million
-----------------------------------------------------------------
Single Touch Systems, Inc.'s balance sheet at Dec. 31, 2008,
showed total assets of $13,301,049 and total liabilities of
$18,238,413, resulting in a stockholders' deficit of $4,937,364.

For the three months ended Dec. 31, 2008, the Company posted a net
loss of $4,170,750 compared with a net loss of $2,333,732.

During the three-month period ended Dec. 31, 2008 the Company's
cash position increased by $120,747.  Cash used in operating
activities totaled $854,947; cash used in investing activities
totaled $248,276, for purchase of property and equipment of
$10,175 and capitalized software development costs of $238,101;
and, cash provided by financing activities primarily through the
issuance of debt to others was $1,223,970.

As of Dec. 31, 2008, the Company's available cash amounted to
$295,808, which is insufficient to meet all of its current
financial obligations and continue funding its operations.  The
Company's current cash requirement to maintain operations at
existing operational levels is approximately $400,000 per month.
Management continues to address its cash requirements through
developing revenue new ADC products, expanding its customer base
and through the issuance of debt and equity instruments.

If additional funds are not received or revenues do not increase
substantially it is unlikely that the Company will be able to
continue at its current level of operations.  Difficulties in
obtaining new financing in the current credit and capital markets
has impacted the Company's funding efforts and has limited
additional resources of funding from its president, Anthony
Macaluso, who has historically covered short term cash
requirements to maintain operations.

                        Going Concern Doubt

The Company's operations is dependent on revenue from its
licensing of its technologies and related services advancements
made by its officers, and the raising capital through the sale of
its equity instruments or issuance of debt.  Management believes
that these sources of funds will allow the Company to continue as
a going concern through 2008.  However, no assurances can be made
that current or anticipated future sources of funds will enable
the Company to finance future periods' operations.  In light of
these circumstances, the Company said that substantial doubt
exists about its ability to continue as a going concern.

A full-test copy of the Form 10Q is available at:

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

                  About Single Touch Systems Inc.

Headquartered in Encinitas, California, Single Touch Systems, Inc.
(OTCBB:SITO) engages in the development, publishing, and
distribution of wireless applications in the United States.  The
company's principal product include Abbreviated Dial Code, an
access distribution channel that supports and facilitates the
download of content in various forms, such as the delivery of an
application, a connection to a customer service agent, and a
connection to an IVR.  The ADC programs also could be used to
initiate a WAP, MMS, or SMS session; digitally populate a form;
and provide lead generation services to end user mobile devices.
It also offers Mobile Machine, which enables consumers to download
content, including images, ring tones, videos, and applications
from the Internet to a mobile device by a drag and drop interface;
and Mobile Idol that creates customized ring tones.


SIRIUS XM RADIO: Discloses Exchange of $172.5MM of Existing Notes
-----------------------------------------------------------------
On February 13, 2009, Sirius XM Radio Inc. and its wholly-owned
subsidiaries, XM Satellite Radio Holdings Inc., XM 1500 Eckington
LLC and XM Investment LLC entered into a note purchase agreement
with certain purchasers, whereby the Purchasers exchanged
$172,485,000 aggregate principal amount of outstanding 10%
Convertible Senior Notes of XM Holdings for a like principal
amount XM Holdings' Senior PIK Secured Notes due 2011 in a private
placement transaction pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as
amended.

The New Notes are fully and unconditionally guaranteed by XM 1500
Eckington LLC and XM Investment LLC.  The New Notes are secured by
a first-priority lien on substantially all of the personal and
real estate property of the Subsidiary Guarantors.  XM Holdings
may, at its option, redeem some or all of the New Notes at any
time at 100% of the principal amount prepaid, together with
accrued and unpaid interest, if any.

The Company has agreed to pay to the Purchasers a fee equal to, at
each Purchaser's election, either (i) 833 shares of its common
stock for every $1,000 principal amount of Old Notes exchanged or
(ii) an amount in cash equal to $50 for every $1,000 principal
amount of Old Notes exchanged.  The total number of Structuring
Fee Shares delivered was 59,718,519, and the aggregate cash
delivered was approximately $5.1 million.  The Structuring Fee
Shares were issued pursuant to an exemption from the registration
requirements of the Securities Act.

Pursuant to the Note Purchase Agreement, the Company has filed a
prospectus supplement to its existing shelf registration statement
naming each of the Purchasers as selling stockholders for the
Structuring Fee Shares issued and to be issued to the Purchasers.
The Company also agreed to keep that prospectus supplement
continuously usable until the earlier of (i) the six-month
anniversary of the issuance of the New Notes, (ii) when all such
Structuring Fee Shares are eligible to be sold immediately without
volume, manner of sale, filing or other restrictions by its non-
affiliates pursuant to Rule 144 of the Securities Act or (iii)
when all the Structuring Fee Shares covered by the prospectus
supplement have been sold pursuant to a registration statement.

The terms of the New Notes are governed by an indenture, dated as
of February 13, 2009, among the Company, XM Holdings, as issuer,
the Subsidiary Guarantors and U.S. Bank National Association, as
trustee. The New Notes are fully and unconditionally guaranteed by
the Subsidiary Guarantors.

The aggregate principal amount outstanding of the New Notes will
be paid on the final maturity date of June 1, 2011.  The Company
will pay interest on the principal amount of the New Note at a
rate of 10.0% per annum paid in cash from December 1, 2008, to
December 1, 2009; at a rate of 10.0% per annum paid in cash and
2.0% per annum paid in kind from December 1, 2009, to December 1,
2010; and at a rate of 10.0% per annum paid in cash and 4.0% per
annum paid in kind from December 1, 2010, to the final maturity
date. Interest will be paid semiannually in arrears on June 1 and
December 1 of each year.

The New Notes rank equally in right of payment with XM Holdings'
existing and future senior indebtedness, and are secured pursuant
to a security agreement between the Subsidiary Guarantors and U.S.
Bank National Association, as collateral agent.  Pursuant to the
Security Agreement, the collateral underlying the security
interest in the New Notes consists of a perfected first-priority
lien on substantially all of the real and personal property of the
Subsidiary Guarantors, which includes certain real estate holdings
in Washington D.C., including the XM Holdings corporate
headquarters.  The Company has engaged advisors in connection with
a financing transaction relating to the XM Holdings corporate
headquarters.  Pursuant to the indenture, XM Holdings is required
to apply the net proceeds of a sale lease-back or other financing
transaction of the headquarters to redeem the Notes.  Provided
that such financing transaction raises proceeds of at least $50
million and XM Holdings uses such proceeds to redeem the Notes,
the lien on all such real and personal would be released.

The New Notes may be redeemed at the option of XM Holdings at any
time, in whole or in part, at a price equal to 100% of the
principal amount thereof plus accrued and unpaid interest.  In
addition, upon the occurrence of a fundamental change, each holder
will have the right, subject to the terms and conditions of the
indenture, to put its New Notes to XM Holdings at a price equal to
100% of the principal amount thereof plus accrued and unpaid
interest.  The indenture also contains customary covenants,
including a covenant limiting mergers and consolidations of XM
Holdings and the Subsidiary Guarantors.

The New Notes are also subject to customary events of default,
including a cross-payment default and cross-acceleration
provision.

Pursuant to the Note Purchase Agreement, the Company also entered
into a registration rights agreement, dated as of February 13,
2009, between the Company, XM Holdings, the Subsidiary Guarantors
and the Purchasers, pursuant to which the Company agreed to use
reasonable best efforts to file a shelf registration statement no
later than March 17, 2009, to permit resales of the New Notes, to
use reasonable best efforts to cause that registration statement
to be declared effective as soon as practicable thereafter and to
use reasonable best efforts to keep the registration statement
effective during the period specified in the Registration Rights
Agreement.

In lieu of filing or causing a shelf registration statement to
become effective, the Company may elect to use reasonable best
efforts to file an exchange offer registration statement for an
offer to exchange the New Notes for exchange notes, to commence an
exchange offer promptly after the exchange offer registration
statement is declared effective and to complete the exchange offer
within 60 days after it is declared effective.

If the shelf registration statement is not declared effective
within 180 days after March 17, 2009, or is declared effective but
thereafter ceases to be effective or usable, or if the exchange
offer is not consummated on or prior to such date, additional
interest will accrue on the New Notes at a rate of 0.25% per
annum.

                       About Sirius XM Radio

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

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sirius XM Radio Inc. to 'CCC' from 'CCC+'.  S&P
also lowered the issue-level ratings on the debt of Sirius XM
Radio Inc. and of Sirius' unrestricted subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which remain on
CreditWatch, though the implications are revised to negative from
developing.  S&P could affirm or lower the issue-level ratings
pending S&P's review of additional information and follow-up
discussions with management.  The outlook is negative.  New York
City-based Sirius XM had total debt outstanding of $3.37 billion
as of Sept. 30, 2008.


SMART-TEK SOLUTIONS: Dec. 31 Balance Sheet Upside Down $729,468
---------------------------------------------------------------
Smart-tek Solutions Inc. posted a net loss of $40,611 for the six
months ended December 31, 2008, on total revenues of $1,744,551,
compared with a net loss of $2,725,734 for the same period in
2007, on total revenues of $1,706,899.

Perry Law, president, chief executive officer, chief financial
officer and sole director, disclosed in a regulatory filing dated
February 23, 2009, that the Company had a working capital
deficiency of $1,188,947 and a shareholders' deficiency of
$729,468.  "These matters raise substantial doubt about its
ability to continue as a going concern.  Management believes that
actions are presently being taken to revise the Company's
operating results.  Management believes that the Company will have
adequate cash to fund anticipated needs through December 31, 2009
and beyond primarily as a result of our contract backlog."

"The Company does not have any significant available credit, bank
financing or other external sources of liquidity.  Due to
historical operating losses, the Company's operations have not
been a source of liquidity and the Company has satisfied its cash
requirements through shareholder loans and deferral of salary
payments to its officers.  In order to obtain necessary capital,
the Company may need to sell additional shares of its common stock
or borrow funds from private lenders.  There is no assurance that
the Company will be able to secure additional financing or that it
can be secured at rates acceptable to the Company.  In addition,
should the Company be required to either issue stock for services
or to secure equity funding, due to the lack of liquidity in the
market for the Company's stock such financing would result in
significant dilution to its existing shareholders."

                     About Smart-tek Solutions

Based in Reno, Nev., Smart-tek Solutions, Inc. (OTC BB: STTK) --
http://www.smart-teksolutions.com/-- through its subsidiary,
Smart-tek Communications Inc., engages in the design, sale,
installation, and service of electronic hardware and software
products in Canada.

John Kinross-Kennedy, in Irvine, Calif., expressed substantial
doubt about Smart-tek Solutions' ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditor pointed
to the Company's net loss, negative cash flow from operations
during the year ended June 30, 2007, and working capital
deficiency and shareholders' deficiency at June 30, 2007.


SPANSION INC: Files for Chapter 11; Aims to Emerge Quickly
----------------------------------------------------------
Spansion Inc. (Nasdaq: SPSN), the world's largest pure-play
provider of Flash memory solutions, filed on March 1, 2009, a
voluntary petition for reorganization under chapter 11 of the U.S.
Bankruptcy Code as part of its strategy to strengthen its
financial position and focus its business for long-term success.
The company's strategic plan is designed to restructure its
burdensome debt obligations and intensify its focus on market
segments with greater profit potential.  Each of Spansion's
domestic subsidiaries also simultaneously filed chapter 11
petitions.

"Given our focus on Spansion's future, management and the Board
have concluded that chapter 11 provides the most effective means
for Spansion to preserve its business, meet its post-petition
obligations and maintain customer confidence and continuity while
we complete this restructuring," said President and CEO John
Kispert. "At the same time we will continue to explore
opportunities for a strategic transaction to ensure that we are
doing all we can to maximize value for our stakeholders."

The decision to seek chapter 11 protection was made in
consultation with an ad hoc consortium of holders of Spansion's
$625 million Senior Secured Floating Rate Notes due 2013.
Spansion continues to be actively engaged in constructive
discussions with this ad hoc consortium for the development of a
plan of reorganization that would permit Spansion to emerge
quickly from chapter 11 in a stronger financial and competitive
position and for the continued exploration of multiple proposals
from multiple parties seeking a strategic transaction.

The company believes that its current and anticipated cash
resources will be sufficient to pay its expenses and maintain its
business operations while it explores and implements options to
address its long-term cash needs.  Among other things, the company
is in discussion with the ad hoc consortium about providing a
debtor-in-possession (DIP) credit facility, while also
simultaneously pursuing other options intended to provide the
company with additional liquidity for its long-term cash needs.

Spansion emphasized that it intends to maintain customer service
throughout the reorganization.  "We will be intensely focused on
continuing to provide our customers with superior engineering and
world-class customer support," Mr. Kispert said.

On February 9, 2009, Spansion's Japanese subsidiary, Spansion
Japan Ltd., voluntarily entered into a proceeding under the
Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain
protection from its creditors as part of the company's
restructuring efforts. None of Spansion's subsidiaries in
countries other than the United States and Japan are included in
the U.S. or Japan filings.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

                           *     *     *

Spansion let a 30-day grace period elapse without making the
interest payment it missed in January on the $250 million 11.25%
senior notes of 2016.

The Troubled Company Reporter said February 20, 2009, that
Spansion Japan Limited, an indirect subsidiary of Spansion Inc.,
entered into a proceeding under the Corporate Reorganization Law
(Kaisha Kosei Ho) of Japan to obtain protection from Spansion
Japan's creditors while it continues restructuring efforts.  The
Spansion Japan Proceeding constitutes an event of default causing
automatic acceleration of the outstanding obligations without
further action under various debt instruments of Spansion LLC and
Spansion Japan.

Spansion is in active discussions with an ad hoc committee
representing holders of its US$625 million Senior Secured Floating
Rate Notes due 2013 about restructuring the company's balance
sheet as well as potential strategic transactions.

The TCR reported on Feb. 24, 2009, that Spansion Inc. is reducing
its global work force by roughly 3,000 employees, or 35%.  The
majority of the positions affected are at Spansion's global
manufacturing sites, as the company resizes the organization due
to current market conditions.  This action is taken in an effort
to further reduce costs as Spansion continues its restructuring
efforts and explores various strategic alternatives.

As reported by the TCR on Jan. 19, 2009, Fitch Ratings downgraded
these ratings for Spansion Inc.:

  -- Issuer Default Rating to 'C' from 'CCC';

  -- US$175 million senior secured revolving credit facility
     (RCF) due 2010 to 'CC/RR3' from 'CCC+/RR3';

  -- US$625 million senior secured floating rating notes due 2013
     to 'CC/RR3' from 'CCC+/RR3';

  -- US$225 million of 11.25% senior unsecured notes due 2016 to
     'C/RR6' from 'CC/RR6';

  -- US$207 million of 2.25% convertible senior subordinated
     debentures due 2016 to 'C/RR6' from 'CC/RR6'.

Moody's Investors Service downgraded Spansion's corporate family
rating and probability of default rating to Ca from Caa2, senior
secured floating rate notes to Caa2 from B3 and senior unsecured
notes to Ca from Caa3.  Standard & Poor's Ratings Services lowered
its corporate credit rating on Spansion Inc. to 'D' from 'CCC',
and the issue-level rating on Spansion LLC's 11.25% senior
unsecured notes due 2016 to 'D' from 'CC'.


SPANSION INC: Case Summary & 65 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Spansion Inc., Spansion Inc.
915 DeGuigne Drive
Sunnyvale, CA 94085

Bankruptcy Case No.: 09-10690

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Spansion Technology LLC                            09-10691
Spansion LLC                                       09-10692
Spansion International, Inc.                       09-10693
Cerium Laboratories LLC                            09-10694

Type of Business: The Debtors (NASDAQ: SPSN) design, develop,
                  manufacture, market and sell flash memory
                  solutions for wireless, automotive, networking
                  and consumer electronics applications.

                  According to the Troubled Company Reporter
                  Jan. 19, 2009, Standard & Poor's Ratings
                  Services lowered its corporate credit rating on
                  Spansion Inc. to 'D' from 'CCC', and the issue-
                  level rating on Spansion LLC's 11.25% senior
                  unsecured notes due 2016 to 'D' from 'CC'.

                  In addition, S&P lowered the issue-level rating
                  on Spansion LLC's floating-rate senior secured
                  notes to 'C' from 'CCC', and the issue-level
                  rating on the company's 2.25% exchangeable
                  senior subordinated debentures to 'C' from 'CC'.
                  Recovery ratings on the company's debt issues
                  remain unchanged.

                  The action reflects the announcement that the
                  company will not make the Jan. 15, 2009
                  scheduled interest payment on its 11.25%
                  senior notes, which mature on Jan. 15, 2016.

                  See: http://www.spansion.com/

Chapter 11 Petition Date: March 1, 2009

Court: Northern District of California (Oakland)

Debtors' Cousnel: Michael S. Lurey, Esq.
                  Gregory O. Lunt, Esq.
                  Kimberly A. Posin, Esq.
                  Latham & Watkins LLP
                  355 South Grand Avenue
                  Los Angeles, CA 90071-1560
                  Tel: (213) 485-1234
                  Fax: (213) 891-8763


Delaware Counsel: Michael R. Lastowski, Esq.
                  mlastowski@duanemorris.com
                  Duane Morris LLP
                  1100 North Market Street, Suite 1200
                  Wilmington, DE 19801-1246
                  Tel: (302) 657-4900
                  Fax: (302) 657-4901

Claims Agent: Epiq Bankruptcy Solutions LLC

The Debtors' financial conditions on a consolidated basis as
of the end of the third quarter of 2008:

Total Assets: $3.840,000,000

Total Debts: $2,398,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
U.S. Bank National Association Senior Notes      $457,000,000
Corporate Trust Services       due 2016
Attn: James E. Murphy
100 Wall Street, Suite 1600
New York, NY 10005
Tel: 1-212-361-6174
Fax: 1-212-514-6841

Wilmington Trust              Exc Senior Sub.
Attn: James J. McGinley       Debentures due
520 Madison Ave., 33rd Floor  2016
Tel: 1.212.415.0522 Sub
Fax: 1.212.415.0513
New York, NY 10022

Fidelity Management &          Senior Notes      $69,001,000
Research Co                    due 2016
82 Devonshire Street           Exc Senior
Boston, MA 02109               Sub Debentures
Tel: 1-617-563-7000            due 2016
Fax: 1-617-476-4001

ChipMOS Technologies           Vendor            $57,724,440
(Bermuda) LTD.
11F No 3 Lane 91
Dongmei, Hsinchu 300
Taiwan
Tel: 1-8863-571-6088
Fax: 1.8863-571-6070

TEL U.S. Holdings and TEA      Trade debt-       $49,449,727
Headquarters2400 Grove Blvd.   supplier
Austin, TX 78741               Vendor
Tel: 1.512.424.1000
Fax: 1.512.424.1001

Tokyo Electron Europe
HeadquartersPioneer, Crawley
Business Quarter,
Fleming Way, Crawley
West Sussex RHIO 9QL
England, U.K.
Tel: +44(0) 1293-655800
Fax: +44(0) 1293-655888

AIG Global Investment Group,   Senior Notes      $33,825,000
Inc.                           due 2016
70 Pine Street                 Exc Senior
New York, NY 10270             Sub Debentures
Tel: 1-212-770-7000            due 2016
Fax: 1-212-458-2200

Murata Electronics North       Trade debt-       $19,400,000
America, Inc.                  supplier
Corporate Headquarters
2200 Lake Park Drive
Smyrna, GA 30080-7604
Tel: 1-770-436-1300
Fax: 1-770-436-3030

MFS Investment Management      Senior Notes      $17,300,000
500 Boylston Street            due 2016
Boston, MA 02116-3741
Tel: 1-877-969-6077
Fax: 1-617-350-2189

Brigade Capital Management,    Senior Notes      $14,650,000
LLC                            due 2016
717 5tl1 Ave, 12th Floor
New York, NY 10022-8112
Tel: 1-212-754-6401
Tel: 1-516-521-0397

TSMC North America Inc.        Vendor            $13,290,216
2585 Jet Avenue
San Jose, CA 95134
Tel: 1-408-382-8000
Fax: 1-408-382-8008

Goldman Sachs Asset            Senior Notes      $12,625,000
Management LP                  due 2016
85 Broad Street
New York, NY 10004
Tel: 1-212-902-1000
Fax: 1-212-357-5281

Whitebox Advisors, LLC         Exc Senior        $11,363,000
3033 Excelsior Blvd.           Sub Debentures
Minneapolis, MN 55416
due 2016 Unliquidated
Tel: 1-612-253-6030
Fax: 1-612-253-6100

KLA-Tencor California          Vendor            $10,624,245
SensArray Division
5451 Patrick Henry Dr.
Santa Clara, CA 95054
Tel: 1-408-986-5600
Fax: 1-408-986-5601

KLA-Tencor Texas - Photomask
Business Unit
7500 Rialto Blvd., BId One
Suite 100
Austin, TX 78735
Tel: 1-512-462-6200
Fax: 1-512-462-6260

Verigy ltd.                    Trade debt-       $10,200,000
No.1 Yishun Avenue 7           supplier
Singapore 768923 Disputed
Tel: (+65) 6755-2033
Fax: (+65) 6556-295
Fax: +(65) 6270-8372

Euroc1ear Bank                 Senior Notes      $10,100,000
1 Boulevard du Roi             due 2016
Albert II Contingent
B-1210 Brussels, Belgium
Tel: +32 (0)2 326-1211
Fax: +32 (0)2 326-1287

T Rowe Price Associates, Inc.  Senior Notes      $9,777,000
100 East Pratt Street          due 2016
Baltimore, Maryland 21202
Tel: 1-410-345-2000
Fax: 1-410-345-6575
Fax: 1-410-345-2394

Aehr Test Systems (USA         Vendor            $9,684,134
Corporate Headquarters)
400 Kato Terrace Disputed
Fremont, CA 94539
Tel: 1-410-345-3603
Tel: 1-510-623-9400
Fax: 1.510.623.9450

JPMorgan Securities, Inc.      Exc Senior        $9,079,000
270 Park Avenue,               Sub Debentures
New York, NY 10017             due 2016
Tel: 1-212-270-6000
Fax: 1-212-270-1648

Loews Corp.                    Senior Notes      $8,500,000
667 Madison Avenue             due 2016
New York, NY 10065-8087
Tel: 1-212-521-2000
Fax: 1-212-521-2525

Form Factor, Inc.              Vendor            $8,135,822
Attn: Accounts Receivable
Dept 33758
San Francisco, CA 94139
Tel: 1-925-290-4055
Fax: 1-925-294-8147

FormFactor, Inc.
7545 Longard Road
Livermore, CA 94551
Tel: 1-925-290-4000
Fax: 1-925-290-4010

Saifun Semiconductors Ltd.     Vendor            $7,294,734
2350 Mission College Blvd.
#1070 Disputed
Santa Clara, CA 95094
Tel: 1.408.982.5888

Saifun Semiconductors Ltd.
6 Arie Regev Street
Sappir Industrial Park
Netanya, 42504
Israel
Tel: +972(0) 9-892-8444
Fax: +972(0) 9-892-8445

Applied Materials, Inc.        Vendor            $7,089,502
3050 Bowers Avenue
Santa Clara, CA 95054 Disputed
Tel: 1-408-727-5555
Fax: 1-408-748-9943

Applied Materials, Inc.
974 East Arques Ave.
Sunnyvale, CA 94085
Tel: 1-408-727-5555
Tel: 1-425-557-1000
Fax: 1-425-557-1055

Applied Materials, Inc.
Dept LA 21161
Pasadena, CA 91185-1161
Applied Materials, Inc.
P.O. Box 7777 W0850
Philadelphia, PA 19175

UBS Securities, LLC            Senior Notes      $7,000,000
299 Park Avenue                due 2016
New York, NY 10171
Tel: 1-212-821-4000
Fax: 1-212-821-4490

Northwestern Investment        Exc Senior        $6,000,000
Management Co.                 Sub Debentures
720 East Wisconsin Avenue      due 2016
Milwaukee WI 53202
Tel: 1-414-271-4444
Fax: 1-414-665-7124

Winbond Electronics Corp       Vendor            $5,973,839
No.8, Keya Rd. I, Central
Taiwan Science Park
Taichung County, 428, Taiwan
R.O.C.
Tel: 886-4-25218168
Fax: 886-2-87513578

Winbond Electronics
Corporation America
2727 N. First Street
San Jose, CA 95134
Tel: 1-408-943-6666
Fax: 1-408-544-1789

CS Securities (Europe)        Senior Notes       $5,500,000
II Madison Avenue due 2016
New York, NY 10010-3629
Tel: 1.212.325.2000
Fax: 1.212.325.6665

Toppan Photomasks, Inc.       Trade debt-        $7,953,154
131 Old Settlers Boulevard    supplier Vendor
Round Rock, TX 78664
Tel: 1-512-310-6500
Fax: 1-512-310-6544

Highland Capital Management   Senior Notes       $5,000,000
LP                            due 2016
9 West 57th St., 38th Floor
New York, NY 10019
Tel: 1-212-792-6900
Fax: 1-212-792-6920

Kandenko Co., Ltd.            Trade debt-        $4,600,000
4-8-33, Shibaura, Minato-ku   supplier
TOKYO, Japan Disputed
Tel: 03-4431-2111

Tokyo Electron Device Limited Trade debt-        $4,400,000
Yokohama East Square, 1-4,    supplier
Kinko-Cho, Kanagawa-Ku
Yokohama City, Kanagawa
221-0056
Japan
Tel: 81-454747000
Tel: 81-454434400
Fax: 81-454434050

Tokyo Electron Device Ltd.
I, Higashikata-Machi, Tsuzuki-
Ku
Yokohama, 142240045
Japan
Tel: 81-45474-7035
Fax: 81-45474-5617

Pacific Investment Management Exc Senior         $3,750,000
Co LLC (PIMCO)                Sub Debentures
1345 Avenue of the Americas   due 2016
New York, NY 10105-4800
Tel: 1-212-739-3000
Fax: 1-212-739-3926

Deutsche Bank AG              Senior Notes       $3,683,000
60 Wall Street                due 2016
New York, NY Contingent
Tel: 1-212-250-2500
Fax: 1-212-250-4429

AMD                           Vendor             $3,442,970
One AMD Place
P.O. Box 3453 Disputed
Sunnyvale, CA 94088-3453
Tel: 1-408-749-4000
Fax: 1-408-749-4291

AMD Austin, Lone Star
Advanced Micro Devices
7171 Southwest Pkwy
Austin, TX 78735
Tel: 1-512-602-1000
Fax: 1-512-602-4100

AMDlnc.                       Vendor             $817,722
Attn: M.A. Oakes
5204 East Ben White Blvd.
Austin, Texas 78741
Unliquidated
Tel: 1-512-602-2045

AMDGmbH
Karl-Hammerschmidt Strasse 34
Dornach B. 85609
Munchen, Germany
Tel: 49 (0) 89-450530
Fax: 49 (0) 89-406490

Micron Technology, Inc.       Vendor             $3,419,205
8000 S. Federal Way
P.O. Box 6 Disputed
Boise, ID 83707-0006
Tel: 1-208-368-4465
Fax: 1-208-368-4435

Oppenheimer Funds, Inc.       Senior Notes      $3,000,000
12100 East ILIFF Ave.         due 2016
Suite 300
Aurora, Colorado 80014
Tel: 1-888-470-0862
Fax: 1-303-768-1500

Barclays Capital, Inc.        Exc Senior        $2,621,000
200 Park Avenue, #3W          Sub Debentures
New York, NY 10166
due 2016 Unliquidated
Tel: 1-212-680-6400
Tel: 1-212-526-2179
Fax: 1-646-758-4476

Bane of America Leasing &     Vendor            $2,458,333
Capital
555 California Street
Suite 400
San Francisco, CA 94104
Tel: 1-415-765-7349
Fax: 1-415-765-7418

Lehman Brothers, Inc.         Senior Notes       $4,900,000
c/o Weil, Gotshall, & Manges  due 2016
767 Fifth Street              Exc Senior Sub
New York, NY 10153            Debentures due
Tel: 1.212.310.8000           2016
Fax: 1.212.310.8007

Highbridge Capital Management Exc Senior         $2,200,000
9 W 57th St., 27th Floor      Sub Debentures
New York, NY 10019            due 2016
Tel: 1-212-287-4900
Fax: 1-212-287-4915

Galaxy Capital Trading Ltd.   Senior Notes       $2,000,000
Folio Chambers                due 2016
PO Box 800
Road Town, Tortola
D8 V6Il10
Tel: 284-494-7065
Fax: 284-494-8356

Siltronic Corporation         Vendor             $1,832,482
27620 Farmington road, #208
Farmington Hills, MI 48334
Tel: 1-248-994-8723
Tel: 1-503-243-2020

Tattersall Advisory Group     Senior Notes       $1,697,000
Inc. (Evergreen)              due 2016
6802 Paragon Place, Suite 200
Richmond, VA 23230
Tel: 1-804-289-2663
Fax: 1-804-285-7219

Qimonda Asia Pacific Pte.     Vendor             $1,666,745
Ltd.
8 Kallang Sector
Singapore 349282
Tel: +65 (6876)3888
Fax: +65 (6876)3688

Qimonda North America Corp.
1730 First St, MIS 15302
San Jose, CA 95112
Tel: 1-408-501-7000
Fax: 1-408-501-2444

King & Spalding LLP            Vendor            $1,637,609
333 Twin Dolphin Drive - Suite
400 Disputed
Redwood Shores, CA 94065
Tel: 1-650-590-0700
Fax: 1-650-590-1900

Sonnenschein Nath & Rosenthal  Vendor            $1,584,395
LLP
1301 K Street, NW
East Tower, 6th Floor
Washington, DC 20005
Tel: 1-202-408-6400
Fax: 1-202-408-6399

QVT Financial LP               Senior Notes      $1,533,300
1177 Avenue of the Americas    due 2016
New York, NY 10036
Tel: 1-212-221-9143
Fax: 1-917-934-4740

DNS Electronics, LLC           Vendor            $1,484,532
820 Kifer Road, Suite B
Sunnyvale, CA 94086
Tel: 1-408-523-9140
Fax: 1-408-523-9150

Nissin                         Trade debt-       $1,400,000
17-1, Ginza 6-chome            supplier
Chuo-ku Disputed
Tokyo 104-8023, Japan
Tel: 03-3543-5523
Fax: +81 (0)3 354-62669

Novellus Systems, Inc.         Vendor            $1,366,741
4000 North First Street
San Jose, CA 95134
Tel: 1.408.943.9700
Fax: 1.408.943.0202

HCL Technologies Ltd.          Vendor            $1,362,044
Corporate Office
A-10111, Sector - 3 Disputed
Noida - 20 I 301, Uttar
Pradesh, India
Tel: +91-120-253-5071
Fax: +91-120-253-0591

Fidelix Co., Ltd.              Vendor            $1,261,959
2F SC First Bank Blvd.
6-8 Sunae-dong Disputed
Bungang-gu, Seongnam-si
Kyunggi-do, 463-825
South Korea
Tel: 82-31-785-3670
Fax: 823-785-3501

Cadence Design Systems, Inc.   Vendor            $1,171,400
2655 Seely Road I
Building 5
San Jose, CA 95134-1931
Tel: 1-408-943-1234
Fax: 1-408-428-5001

Air Products and Chemicals     Vendor            $1,089,100
Inc.
720 I Hamilton Boulevard
Allentown, PA 18195-1501
Tel: 1-610-481-4911
Fax: 1-610-481-5900

Guggenheim Investment          Senior Notes      $974,000
Management Co.                 due 2016 Exc
135 East 57th Street           Senior
New York, NY 10022             Subordinated
Tel: 1-212-319-5001            Debentures
Tel: 1-212-739-0700

Elpida Memory, Inc.            Vendor            $840,859
Sumitomo Seimei Yaesu Bldg.
3F, 2-1 Yaesu 2-chome, Chuoku,
Tokyo
104-0028 JAPAN
Tel: +81-3-3281-1500
Fax: +81-3-3281-1776


Elpida Memory, Inc.
Sunnyvale Office
1175 Sonora Court
Sunnyvale, CA 94086 USA
Tel: 1-408-542-7000
Fax: 1-408-212-8130

Global Investment Advisors    Senior Notes       $825,000
Squires Building Suite 117    due 2016
721 US Highway One
North Palm Beach, FL 33408
Tel: 1-561-881-9688
Fax: 1-561-881-9680

Ebara Technologies, Inc.      Vendor             $805,588
51 Main Avenue
Sacramento, CA 95838
Tel: 1-916-920-5451
Fax: 1-916-830-1900

Attn: Brian Castle
Ebara Technologies, Inc.
2157-H, O'Toole Avenue
San Jose, CA 95131
Tel: 1-408-325-7001
Fax: 1-916-830-1900

Cascade Microtech, Inc.       Vendor             $785,042
2430 NW 206th Avenue
Beaverton, Oregon 97006, USA
Tel: 1-503-601-1000
Fax: 1-503-601-1002

Volt                          Vendor             $771,764
Los Angeles, CA 90074-3102
Tel: 1-714-921-5768
Fax: 1-714-921-7061

Iuternatioual Sematech        Vendor             $750,000
2706 Moutopolis Drive
Austin, Texas 78741 Disputed
Tel: 1-512-356-3500
Fax: 1-512-356-3135

Reich & Taug Asset            Senior Notes       $750,000
Management, LLC
600 Fifth Avenue
New York, NY 10020
Tel: 1-212-265-3398
Tel: 1-800-676-6779

McKinsey & Company, Inc.      Vendor             $708,000
The Cira Centre
2929 Arch Street, Suite 1400
Philadelphia PA 19104-289
Tel: 1-215-594-4500
Fax: 1-215-594-4478

McKinsey & Company, Inc.
Taunustor 2
60311 Frankfurt am Main
Germany
Tel: 49 (69) 71-620
Fax: 49 (69) 71-625700

Conti Temic (Continental)     Warranty          Contingent
Microelectronic GMBH          claimant          unliquidated
Postfach 10 09 54                               disputed
Ingolstadt 85009
Germany
Tel: +49-84-8810
Fax: +49-841-81-2265

Continental Teves, Inc.
One Continental Drive
Auburn Hills, MI 48326, USA
Tel: 1-248-393-5300
Fax: 1-248-393-5301

Robert Bosch                  Warranty           Contingent
Attn. CLP9                    claimant           unliquidated
11970 Pellicano, Suite 100                       disputed
El Paso, TX 79936
Tel: 1-915-872-0272

Robert Bosch LLC
38000 Hills Tech Drive
Farmington Hills, M1 48331
Tel: 1-248-876-1000
Fax: 1-248-876-1116

The petition was signed by Dario Sacomani, executive vice
president and chief financial officer.


STANDARD STEEL: Moody's Downgrades Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Standard Steel, LLC to B3 from
B2.  The rating outlook has been changed to negative from stable.

The downgrade reflects impact of a weakening new railcar build
market that will likely cause Standard Steel's 2009 revenues to be
less than previously anticipated.  As well, higher input costs
should cause margins to be flat or lower year-over-year.  The
combined impact of lower than expected revenues and margins will
increase the potential for an early 2009 financial ratio covenant
breach under the company's credit agreements.  Lower total
earnings in 2009 will also decrease the company's ability to
generate a meaningful level of free cash flow for debt reduction
near term.

The negative outlook reflects: 1) a soft new railcar build
environment that will pressure credit metrics near term and
decrease the company's cash flow generation capacity; 2) a weak
liquidity profile that will likely remain pressured unless the
company can obtain credit agreement amendments to provide headroom
under its financial ratio covenant tests.  The company's first and
second lien credit agreements each feature an aggressive covenant
step down schedule through July 2010, and since 2009 will likely
be a year of lower than expected earnings, covenant relief under
both credit agreements will likely be necessary for test periods
into 2010.  Sustained access to the company's $20 million first
lien revolving credit facility will depend on Standard Steel's
ability to loosen the financial ratio covenant test levels enough
to accommodate the weakened operating outlook.

The B3 corporate family rating reflects several negative and
positive characteristics.  The negative include: high to moderate
leverage, significant customer concentration, small revenue base,
and exposure to a soft new railcar build outlook.  The positive
characteristics include: a high degree of sector consolidation
which softens price competition, the long-term need for railcar
replacement wheel manufacturing capacity, a substantial proportion
of 2009 manufacturing capacity covered under contracts and the
existence of raw material pricing surcharge provisions.  The
rating acknowledges that in 2008, following a plant expansion,
Standard Steel was materially free cash flow generative which
suggests that the company could resume material free cash flow
generation once the demand environment improves.

Additional ratings changes:

  -- $20 million first lien revolving credit facility due 2011 -
     to B3, LGD 3, 45% from B2, LGD 3, 45%

  -- $100 million first lien term loan due 2012 - to B3, LGD
     3, 45% from B2, LGD 3, 45%

  -- $20 million first lien delayed draw term loan due 2012 -
     to B3, LGD 3, 45% from B2, LGD 3, 45%

  -- $25 million second lien term loan due 2013 - to Caa2, LGD
     6, 92% from Caa1, LGD 6, 92%

The last rating action occurred on December 12, 2008 when the
company's B2 corporate family rating was affirmed.

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

Standard Steel, LLC, based in Burnham, Pennsylvania, manufactures
forged wheels and axles used in freight and passenger rail cars
and locomotives.  The company had last twelve month September 2008
revenues of approximately $221 million.


STANFORD INT'L BANK: Hearing on US$8 Bln Fraud Case Set Today
-------------------------------------------------------------
A hearing on the US$8 billion fraud case against Texas businessman
Robert Allen Stanford and his companies will be held today, March
2, The Wall Street Journal reports.

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2009, the U.S. Securities and Exchange Commission charged
Mr. Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

Mr. Stanford's companies include Antiguan-based Stanford
International Bank Limited (SIBL), Houston-based broker-dealer and
investment adviser Stanford Group Company (SGC), and investment
adviser Stanford Capital Management.  The SEC also charged SIBL
chief financial officer James Davis as well as Laura Pendergest-
Holt, chief investment officer of Stanford Financial Group (SFG),
in the enforcement action.

Last week, the Journal discloses federal prosecutors filed
criminal charges against Ms. Pendergest-Holt, accusing her of
obstructing the investigation.  She pleaded not guilty and was
released on US$300,000 bond, the Journal says.

The SEC's complaint, filed in federal court in Dallas, alleges
that acting through a network of SGC financial advisers, SIBL has
sold approximately US$8 billion of so-called "certificates of
deposit" to investors by promising improbable and unsubstantiated
high interest rates.  These rates were supposedly earned through
SIBL's unique investment strategy, which purportedly allowed the
bank to achieve double-digit returns on its investments for the
past 15 years, SEC's complaint said.

The Journal meanwhile discloses that in an amended civil complaint
filed Friday, the SEC alleged Mr. Stanford, Mr. Davis and Ms.
Pendergest-Holt used fabricated financial information to defraud
investors who bought $8 billion in certificates of deposit.

According to the Journal, the three Stanford executives told
investors that SIBL, the offshore bank based in Antigua that
marketed the CDs, had received a US$541 million capital injection
in November 2008.  That never happened, the SEC said in the
revised complaint obtained by the Journal.

                           About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


TENNECO INC: Fitch Downgrades Issuer Default Rating to 'B'
----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating and
outstanding debt ratings of Tenneco, Inc.:

  -- IDR downgraded to 'B' from 'B+';

  -- Senior secured bank credit facility to 'BB-/RR2' from
     'BB+/RR1';

  -- Senior secured notes to 'CCC/RR6' from 'BB/RR2';

  -- Senior unsecured notes to 'CCC/RR6' from 'B-/RR6';

  -- Subordinated notes to 'CCC/RR6' from 'CCC+/RR6'.

The ratings remain on Rating Watch Negative as discussed in the
Dec. 11, 2008 Fitch release titled 'Fitch Places Seven U.S. Auto
Suppliers on Rating Watch Negative.'  As discussed therein, the
Negative Watch is based on the uncertain longer-term federal
assistance for the U.S. OEMs (original equipment manufacturers)
and the impact of a potential bankruptcy filing by General Motors.
In the event of a GM bankruptcy, Fitch's prospective IDR for
Tenneco could be downgraded one notch to 'B-'.  Approximately
$1.5 billion of outstanding debt is covered by these ratings.

The downgrades reflect the severe automotive production declines
in the fourth quarter of 2008 (4Q08) and beginning of 2009, and
Fitch's expectations for an extended decline in global auto
volumes, which will continue to pressure Tenneco's credit quality
and operating performance.  Deep production cuts by domestic and
international manufacturers in Tenneco's major product platforms
are expected to more than offset any potential growth in Tenneco's
global customer base and products through at least the next
several quarters.  In the near term, diminished product demand
will cause a significant drop in EBITDA during a period of
increased use of working capital.  The weakened credit profile is
likely to persist until year-end and recovery in the balance sheet
will take some time.

Liquidity has decreased over the past year, but Fitch considers it
to be adequate for the new rating levels.  At year-end 2008, cash
on hand was $126 million and availability on the revolving credit
facility was $394 million.  Important to note, Tenneco does not
have any significant debt maturities until 2012.  The company has
a modestly underfunded pension plan, which, due to losses in the
equity and fixed income markets in 2008, is likely to require
incremental contributions over the near term.

Tenneco recently amended its credit facility to provide it with
additional cushion during the industry downturn; the facility
expires in 2012.  The size and tenor of the facility remain the
same, but there is a significant change in covenant ratios.  Most
significantly, the net leverage covenant increases to 7.35 times
(x) and 7.90x during 2Q09 and 3Q09, respectively, illustrating the
significant impact the industry environment will likely have on
Tenneco's financial results.  After those quarters the leverage
requirement steps down, indicating that Tenneco's balance sheet
strain should be for a limited period.  Fitch expects that the
change in leverage from the original 3.75x in those quarters will
provide Tenneco with needed flexibility during a time when debt
levels will increase.

Fitch expects that Tenneco's free cash flow could be negative in
2009, but that there are several factors that will limit the
magnitude of cash drains.  Tenneco remains dedicated to cost-
cutting initiatives and cash preservation, and efforts made by the
company to reduce headcount and expenses should be realized in
2009.  The decline in commodity prices should also be a positive
for margin performance in 2009 as escalating material prices have
hampered supplier margins over the past several years.  Tenneco's
capital expenditures increased significantly in 2008 in order to
finance the company's expansion, particularly overseas, but in
2009 capital expenditures should decrease significantly, enabling
the company to conserve cash flow.

The Recovery Ratings reflect Fitch's recovery expectations under a
scenario in which distressed enterprise value is allocated to the
various debt classes.  The RRs were lowered to reflect the
deteriorating automotive environment, which lead Fitch to estimate
a lower distressed enterprise value under a going concern
assumption.  RRs on the senior secured facilities (revolving
credit facility, Term Loan A, and Tranche B1) were lowered by one
notch to 'RR2' which implies a recovery in the range of 71%-90%.
The second lien notes were downgraded four notches from 'RR2' to
'RR6', which reflects a recovery in the range of 0%-10%.  The
'RR6' ratings for the senior unsecured notes and subordinated
notes are unchanged.

Short-term results for the automotive and commercial truck
industries are expected to be weak given the extended shutdowns
among U.S. manufacturers and the decline in global production
expected in 2009.  Financial support from the government to the
auto suppliers is possible in the near term; however, it is not
part of Fitch's assumptions.  Aid to the auto suppliers would be
viewed as a favorable action.

Over the longer term, Tenneco's expanding position in the growing
emissions segment positions the company well to expand its
customer base and volumes.  Product demand should increase given
plans for tighter emission standards.  Tenneco's migration to more
technological, value-added products should also support margins.
Historically, Tenneco had a track record of efficient working
capital management and manufacturing cost improvements.  These
efforts should help offset expected cyclical volume declines.


TEREX CORP: S&P Affirms Corporate Credit Ratings at 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' long-term corporate credit rating, on Terex Corp and
removed the ratings from CreditWatch, where they had been placed
with negative implications on Feb. 12, 2009.  The outlook is
negative.

"The ratings affirmation reflects the company's completion of an
amendment to its credit agreement that relaxes the fixed-charge
coverage ratio through the first quarter of 2010," said Standard &
Poor's credit analyst Dan Picciotto.  "However, conditions in key
end markets have deteriorated significantly.  If the downturn is
sustained, headroom under covenants could become limited and
credit measures could deteriorate beyond levels S&P expects
at the current rating."

The ratings on Westport, Conn.-based Terex reflect the company's
participation in the highly cyclical and competitive construction
equipment industry and its aggressive financial profile.  These
factors are mitigated by the company's satisfactory business
position as a major provider of construction equipment and by its
good geographic and product diversity.

Terex manufactures a broad range of equipment for the
construction, infrastructure, and mining industries. Its business
strengths include well-known brands with expanding global market
shares, a highly variable cost structure, low-cost products, and
significant aftermarket parts sales.  Through a number of
acquisitions, Terex has grown to become a leading global
construction equipment company, with nearly $10 billion in
trailing-12-month sales, compared with about $2 billion in 2001.
It has good product and geographic diversity, with more than half
of its sales coming from outside the U.S. Terex has emphasized
foreign acquisitions, and has funded acquisitions with a
combination of debt and equity to temper leverage.

The company is current on its filing requirements with the SEC
after completing an extensive accounting review to resolve
imbalances in certain intercompany accounts.  The SEC is
investigating the restatement of Terex's financial statements for
2000-2003, and the company is cooperating and providing
information.  In addition, Terex has received a subpoena from the
SEC relating to transactions between the company and United
Rentals Inc., and is cooperating with this investigation as well.
S&P will reassess its view of the ratings and outlook if these
inquiries uncover accounting problems that affect Terex's
liquidity and access to its revolving credit facility.

S&P could lower the ratings if Terex's credit measures deteriorate
outside S&P's range of expectations.  For instance, if its
adjusted ebt to EBITDA appears likely to exceed 4x S&P could take
a negative ratings action, although sizable cash balances could
provide an offset.  The company's acquisitiveness and exposure to
cyclical markets continue to limit upside rating potential.


TOYS R US: Bank Loan Sells at Near 75% Discount
-----------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 55.50 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 2.50 percentage points
from the previous week, the Journal relates.  The loan matures on
July 19, 2012.  Toys R Us pays 425 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B2
rating and Standard & Poor's BB- rating.

Syndicated loans of fellow retailers slid in secondary market
trading during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp is a borrower traded in the secondary
market at 35.29 cents-on-the-dollar, a drop of 2.13 percentage
points -- at 37.42 cents-on-the-dollar -- from the previous week.
The syndicated loan matures May 28, 2013.  Burlington Coat pays
225 basis points over LIBOR to borrow under the facility.  The
bank loan carries Moody's B3 rating and Standard & Poor's CCC+
rating.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 56.36 cents-
on-the-dollar, a drop of 1.83 percentage points -- 58.19 cents-on-
the-dollar -- from the previous week.  The bank loan matures
October 31, 2013.  Michaels Stores pays 225 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
B2 rating and Standard & Poor's B rating.

Neiman Marcus Group Inc. bank debt traded in the secondary market
at 65.07 cents-on-the-dollar, a drop of 1.80 percentage points --
at 66.86 cents-on-the-dollar -- from the previous week.  The bank
loan matures April 6, 2013.  Neiman Marcus pays 175 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Meanwhile, bank debt of video-rental company Blockbuster Inc.
traded in the secondary market at 69.20 cents-on-the-dollar.
Trading in the bank debt increased 1.90 percentage points from the
previous week, the Journal relates.  The loan matures
August 20, 2011.  Blockbuster pays 375 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's B1
rating and Standard & Poor's B rating.

                         About Toys R Us

Based in Wayne, New Jersey, Toys R Us sells toys, baby-juvenile
products and children's apparel worldwide. Toys "R" Us - Domestic
provides toy and juvenile product offerings in 49 states and
Puerto Rico and sells merchandise through Internet sites; and Toys
"R" Us - International operates, licenses or franchises stores in
33 foreign countries.  As of November 1, 2008, there were 1,546
wholly owned and franchised "R" Us branded retail stores
worldwide.

                          *     *     *

As reported by the Troubled Company Reporter on December 19,
Standard & Poor's Ratings Services revised its outlook on Toys "R"
Us Inc. to negative from stable.  S&P has affirmed all the ratings
on the Wayne, New Jersey-based company, including the 'B'
corporate credit rating.  S&P has also affirmed the debt issued by
subsidiaries Toys "R" Us Delaware Inc. and U.S. Propco.  "The
outlook revision reflects our belief that Toys will be more
challenged than previously anticipated in the important fourth
quarter of 2008 and early 2009," said Standard & Poor's credit
analyst Ana Lai, "due to a deepening spending pull-back by
consumers in the current weak U.S. economic environment." Credit
protection measures will likely deteriorate to levels that are
weak for the rating.


TRIBUNE CO: Halts Efforts to Sell Chicago Tower/La Times Bldg.
--------------------------------------------------------------
Tribune Company has suspended efforts to sell the Tribune Tower in
Chicago, Illinois, and the Times Mirror Square in Los Angeles,
California, because the company does not expect to find buyers,
Tribune Bankruptcy News reported, citing a February 25 report by
Bloomberg's Courtney Dentch.

Tribune, Ms. Dentch said, is looking for other options for the
buildings.  Among others, Tribune spokesman Gary Weitman said the
company is working with real estate firms to secure tenants and
determine other uses of the buildings, Bloomberg related.
Mr. Weitman clarified that a sale of the buildings is still an
option, contrary to a Craig's Business report that said the
company has scrapped its plans to sell the properties.

"Given the downturn in the real estate market, a sale is less
likely now, but we continue working with our advisors on other
ways of maximizing the value of these properties," Mr. Weitman
told the LA Times, whose headquarters is in the Times Mirror
Square building.  That might include renting space in Tribune-
owned buildings to tenants, the Times said.

"There's certainly interest [in the building], but this isn't the
time," Stephanie Pater, Tribune's director of real estate, told
the Associated Press on February 26.

Tribune, AP related, has been trying to sell the Times Mirror
Square since the summer of 2008.  Undisclosed sources, according
to AP, said Tribune's financial situation raises question about
its long-term ability to pay rent, a critical factor in a
potential sale-leaseback transaction.  In addit

                         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)


TRIBUNE CO: Bank Loan Sells at 75% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Tribune
Company is a borrower traded in the secondary market at 25.93
cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.75
percentage points from the previous week, the Journal relates.
The loan matures May 17, 2014.  Tribune pays 300 basis points over
LIBOR to borrow under the facility.  Moody's has withdrawn its
rating on the bank loan.  The bank debt carries Standard & Poor's
default rating.

                         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)


TROPICANA OPCO: Bank Loan Sells at 77% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Tropicana Opco is
a borrower traded in the secondary market at 23.17 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.50 percentage points -- at
25.67 cents-on-the-dollar -- from the previous week, the Journal
relates.

The bank loan matures on January 3, 2012.  Tropicana Opco pays 250
basis points over LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank loan.  The bank debt is not rated
by Standard & Poor's.

As reported by the Troubled Company Reporter on Feb. 3, 2009,
Tropicana Entertainment, LLC, said the lenders who funded its
acquisition of five casinos pre-bankruptcy are now undersecured
and will only receive up to 72.7% recovery for their
over $1.3 billion in claims.

Tropicana and its affiliated debtors have sought permission from
the U.S. Bankruptcy Court for the District of Delaware to halt
interest payments to the OpCo Lenders.

In exchange for their use of their lenders' cash collateral to
partly fund their Chapter 11 cases, Tropicana previously obtained
permission to make adequate protection payments to the Opco
Lenders, headed by Credit Suisse, as administrative agent and
collateral agent; Credit Suisse Securities (USA) LLC, as sole
bookrunner and sole lead arranger; Barc1ays Bank PLC and Societe
Generale, as co-lead arrangers and co-syndication agents; and The
Royal Bank of Scotland, PLC and INO Capital, LLC.

Before filing for bankruptcy protection, Tropicana, in 2007,
entered into credit facilities to finance its acquisition of Aztar
Corp.'s five casinos.  The OpCo Credit Facility -- an aggregate
US$1,710,000,000 secured credit facility provided by Credit Suisse
as collateral agent and administrative agent -- constituted the
largest portion of the Aztar Acquisition financing.  As of April
30, 2008, about $1,300,000,000 of the principal amount was
outstanding under a term loan facility, and $21,000,000 under a
revolving facility.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., Tropicana has determined that the value of the OpCo Lenders'
collateral does not exceed their claims under the Prepetition
Financing Documents.  Consequently, the OpCo Lenders are
undersecured.

In January, Tropicana Entertainment and its affiliates filed a
Chapter 11 plan of reorganization for entities led by Tropicana
Entertainment, which own 10 casinos and resorts in Atlantic City,
New Jersey and Evansville, Indiana; (OpCo Plan), and another by
Tropicana Las Vegas Holdings, which own a resort in Las Vegas
(LandCo Plan).

Mr. Collins relates that the valuation analysis included in the
OpCo Disclosure Statement reflects the fact that the value of the
reorganized OpCo Debtors is not sufficient to satisfy the
OpCo Lenders' claims in full.  The Debtors estimate that the OpCo
Lenders are likely to recover between 58.1% and 72.7% of the value
of their claims if the OpCo Plan is continued and between 36% and
48% in a liquidation scenario, if the Debtors' cases me converted
to chapter 7 liquidations.

Mr. Collins notes that the ad hoc group of OpCo Lenders in the
case -- the steering committee for the OpCo Lenders -- has
admitted at a hearing before Judge Kevin J. Carey that the value
of the assets is much less than the amount of their claims.

Absent Court approval of the proposal, Tropicana will be required
to make payments totaling $44.3 million between February 1, 2009
and June 30, 2009.

The Bankruptcy Court will convene a hearing on Feb. 17 to consider
the request.  Objections are due Feb. 9.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TRUMP ENTERTAINMENT: Seeks to Hire McCarter & English as Counsel
----------------------------------------------------------------
Trump Entertainment Resorts Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of New Jersey for
permission to employ McCarter & English LLP as their bankruptcy
counsel.

The firm will:

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

   b) assist, advise and represent the Debtors in their
      consultations with creditors regarding the administration
      of these cases;

   c) provide assistance, advice and representation concerning
      the preparation and negotiation of a plan of reorganization
      and disclosure statement and any asset sales, equity
      investments or other transactions proposed in connection
      with these chapter 11 cases;

   d) provide assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required;

   e) represent the Debtors at hearings on matters pertaining to
      their affairs as a debtors-in-possession;

   f) prosecute and defend litigation matters and such other
      matters that might arise during and related to the chapter
      II cases, except to the extent that the Debtors have
      employed or hereafter seek to employ special litigation
      counsel;

   g) provide counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from these
      cases;

   h) take necessary action to protect and preserve the Debtors'
      estates, including the prosecution of actions on behalf of
      the Debtors, the defense of any actions commenced against
      the Debtors as to which the automatic stay does not apply,
      other than actions defended in the ordinary course of the
      Debtors' business and objection to claims filed against the
      Debtors' estates; and

   i) perform other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of the chapter 11 Debtors.

The firm's professionals and their compensation rates are:

   Partners                         Hourly Rate
   ________                         ___________

   Charles A. Stanziale, Jr., Esq.  $575
   Joseph Lubertazzi, Jr., Esq.     $495
   Lisa S. Bonsall, Esq.            $495
   Curtis A. Johnson, Esq.          $485
   Carol Stem, Esq.                 $450
   Jeffrey T. Testa, Esq.           $390
   Brian Baker, Esq.                $390

   Associates                       Hourly Rate
   __________                       ___________

   Kathleen Keating, Esq.           $350
   Angela S. Abreu, Esq.            $315
   Veronica Montagna, Esq.          $280
   Meena Untawale, Esq.             $275

   Paralegals                       Hourly Rate
   __________                       ___________

   Steve Bechtler                   $210
   Stacy Lipstein                   $175
   Ceil Beirne                      $175

Other professionals of the firm who will provide services to the
Debtors will be paid at these rates:

   Designation                      Hourly Rate
   __________                       ___________

   Partners                         $375-$680
   Associates                       $205-$395
   Law Clerks                       $145-$190
   Paralegals                       $125-$225

Charles A. Stanziale, Esq., attorney at the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the United States Bankruptcy Code.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRUMP ENTERTAINMENT: Seeks to Hire Garden City as Claims Agent
--------------------------------------------------------------
Trump Entertainment Resorts Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of New Jersey for
permission to employ The Garden City Group Inc. as their claims,
noticing, balloting and disbursement agent.

The firm will:

  a) prepare and serve required notices in the chapter 11 cases,
     including:

     -- notices of the commencement of the chapter 11 cases and
        the initial meeting of creditors under section 341(a) of
        the Bankruptcy Code;

     -- notices of the claims bar date;

     -- notices of objections to claims;

     -- notices of any hearings on a disclosure statement and
        confirmation of a plan or plans of reorganization; and

     -- such other miscellaneous notices as the Debtors or the
        Court may deem necessary or appropriate for an orderly
        administration of these chapter 11 cases;

  b) Within five business days after the service of a particular
     notice, file with the Clerk's Office a certificate or
     affidavit of service that includes:

     -- a copy of the notice served;

     -- an alphabetical list of persons on whom the notice was
        served, along with their address; and

     -- the date and manner of service;

c) maintain copies of all proofs of claim and proofs of
   interest filed in these cases;

  d) maintain official claims registers in this case by docketing
     all proofs of claim and proofs of interest in a claims
     database that includes the following information for each
     such claim or interest asserted:

     -- the name and address of the claimant or interest holder
        and any agent thereof, if the proof of claim or proof of
        interest was filed by an agent;

     -- the date the proof of claim or proof of interest was
        received by Clerk; the claim number assigned to the proof
        of claim or proof of interest; and

     -- the asserted amount and classification of the claim;

  e) implement necessary security measures to ensure the
     completeness and integrity of the claims registers;

f) transmit to the Clerk's Office a copy of the claims
   registers on a monthly basis, unless requested by the
   Clerk's Office on a more or less frequent basis;

  g) maintain an up-to-date mailing list for all entities that
     have filed proofs of claim or proofs of interest with the
     Clerk and make such list available upon request by the
     Clerk's Office or any party in interest;

h) provide access to the public for examination of copies of
   the proofs of claim or proofs of interest filed in this case
     without charge during regular business hours;

  j) record all transfers of claims pursuant to Rule 3001(e) and
     provide notice of such transfers as required by Rule 300;

  j) comply with applicable federal, state, municipal and local
     statutes, ordinances, rules, regulations, orders and other
     requirements;

  k) provide temporary employees to process claims, as necessary;

  i) promptly comply with further conditions and requirements as
     the Clerk's Office or the Court may at any time prescribe;
     and

  m) provide other claims processing, noticing, balloting, and
     related administrative services as may be requested from time
     to time by the Debtors.

The firm's professionals will be compensated at these rates:

     Designation                             Hourly Rate
     -----------                             -----------
     Senior Management                          $250
     Directors, Senior Consultants, and
      Assistant Vice Presidents              $175-$250
     Project Managers, Senior Project
      Managers, and Department Managers      $125-$150
     Graphic Support                            $125
     Systems & Technology Staff              $100-$200
     Project Supervisors                      $95-$110
     Quality Assurance Staff                  $80-$125
     Project Administrators                   $70-$85
     Customer Service Rep's                      $57
     Mailroom and Claims Control                 $55
     Data Entry Processors                       $50
     Administrative                           $45-$60

David A. Isaac, chief executive office at the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the United States Bankruptcy Code.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRUMP ENTERTAINMENT: Seeks To Tap Weil Gotshal as Co-Counsel
------------------------------------------------------------
Trump Entertainment Resorts Inc. and its debtor-affiliates ask
the United States Bankruptcy Court for the District of New Jersey
for permission to employ Weil, Gotshal & Manges LLP as their co-
counsel.  The firm will:

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

   b) assist, advise and represent the Debtors in their
      consultations with creditors regarding the administration
      of Trump's Chapter 11 cases;

   c) provide assistance, advice and representation concerning
      the preparation and negotiation of any plan or plans of
      reorganization and related disclosure statement(s) and any
      asset sales, equity investments or other transactions
      proposed in connection with these chapter II cases;

   d) provide assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required;

   e) represent the Debtors at hearings on matters pertaining
      to their affairs as debtors in possession;

   f) prosecute and defend litigation matters and such other
      matters that might arise during and related to the chapter
      11 cases, except to the extent that the Debtors have
      employed or hereafter seek to employ special litigation
      counsel;

   g) prepare, on behalf of the Debtors, as debtors in
      possession, certain motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates;

   h) provide counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from these
      cases;

   i) take necessary action to protect and preserve the Debtors'
      estates, including the prosecution of actions on behalf of
      the Debtors, 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; and

   j) perform all other necessary legal services that arise in
      connection with these chapter 11 cases.

Weil Gotshal will be paid based on the hourly rates charged by its
professionals and will be reimbursed for out-of-pocket expenses.
The hourly rates of the firm's professionals are:

      Designation                Hourly Rate
      -----------                -----------
      Partners                   $650-$950
      Counsel                    $650-$950
      Associates                 $355-$640
      Paralegals                 $155-$310

Michael F. Walsh, Esq., member at the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the United States Bankruptcy Code.

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRW AUTOMOTIVE: Bank Debt Continues Slump; Sells at 43% Discount
----------------------------------------------------------------
Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 7.13 percentage points -- at
64.33 cents-on-the-dollar -- from the previous week, the Journal
relates.  The loan matures on February 9, 2014.  TRW Automotive
pays 150 basis points to borrow under the facility.  The bank loan
carries Moody's Ba1 rating and Standard & Poor's BBB- rating.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Visteon Corp. bank debt continued its slide, trading in the
secondary market at 17.71 cents-on-the-dollar during the week
ended February 27, 2009.  This represents a drop of 2.50
percentage points -- at 20.21 cents-on-the-dollar -- from the
previous week.  The loan matures May 30, 2013.  Visteon pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B- rating.

Dana Corporation bank debt traded at 30.43 cents-on-the-dollar
during the week ended February 27, 2009, a drop of 2.97 percentage
points -- at 33.40 cents-on-the-dollar -- from the previous week.
The loan matures January 31, 2015.  Dana pays 375 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt traded at 34.57 cents-on-the-dollar.  This
represents a drop of 3.99 percentage points -- at 38.56 cents-on-
the-dollar -- from the previous week.  The loan matures March 29,
2012.  Lear pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan is not rated.

Syndicated loan of Avis Budget Car Rental LLC traded in the
secondary market at 37.80 cents-on-the-dollar, a drop of 3.92
percentage points from the previous week.  The loan matures on
April 1, 2012.  Avis Budget pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba3
rating and Standard & Poor's B rating.

Hertz Corporation bank debt traded in the secondary market at
65.85 cents-on-the-dollar, a decrease of 2.37 percentage points
from the previous week.  The loan matures on December 21, 2012.
Hertz pays 150 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

                       About TRW Automotive

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  Standard & Poor's Ratings Services says
TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues, S&P says.  The Company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2007 were approximately $14.7 billion.

                           *     *     *

As reported by the Troubled Company Reporter on January 15, 2009,
Standard & Poor's Ratings Services lowered its ratings on TRW
Automotive Inc., including the corporate credit rating, which was
lowered to 'BB' from 'BB+'.  The outlook is negative.


TRUMP ENTERTAINMENT: Gets Initial Approval to Use Cash Collateral
-----------------------------------------------------------------
The Hon. Judith H. Wizmur of the United States Bankruptcy Court
for the District of New Jersey authorized Trump Entertainment
Resorts Inc. and its debtor affiliates to access cash collateral
securing repayment of secured loans to their prepetition secured
lenders until June 5, 2009.

A hearing will be held on March 17, 2009, at 10:00 a.m., to
consider final approval of the request.  Objections, if any, are
due March 12, 2009, by 4:00 p.m.

Troubled Company Reporter said on Feb. 20, 2009, an immediate need
exists for Trump Entertainment Resorts Inc., and its affiliates to
use cash collateral in order to continue the operation of their
business, relates John P. Burke, the company's executive vice
president and chief financial officer.  He asserts that without
use of those funds, the Debtors' trade creditors will cease to
provide goods and services to the Debtors on credit, and the
Debtors will not be able to pay their payroll and other direct
operating expenses and obtain goods and services needed to carry
on their businesses in a manner that will avoid irreparable harm
to the Debtors' estates.

The Debtors owe $488.8 million to lenders who are backed by first
priority liens on Trump Entertainment and its affiliates' assets,
and $1.2 billion to lenders who have second liens on Trump's
assets.

In exchange for the use of their cash collateral, the Debtors will
grant adequate protection to the Prepetition Secured Parties in
the form of:

   -- postpetition replacement liens in substantially all of the
      Debtors' assets and

   -- valid non-voidable liens existing as of the Petition Date.

The Replacement Liens secure for the Prepetition Secured Parties
(x) the aggregate diminution, if any, whether by use, sale, lease,
depreciation, decline in market price or otherwise of their
respective Collateral (including the cash collateral), or the
imposition of the automatic stay and (y) the sum of the aggregate
amount of all cash proceeds of their respective cash collateral
and the aggregate fair market value of all of their respective
non-cash Collateral.

Mr. Burke asserts that the ability of the Debtors to finance their
operations and the availability to the Debtors of sufficient
working capital and liquidity through the use of cash collateral
is vital to the confidence of the Debtors' employees, major
suppliers and to the preservation and maintenance of the going
concern values and other values of the Debtors' estates.

The Company won't be looking for secured financing, a company
officer told Bloomberg News.

A full-text copy of the Debtors' cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?39f4

                     About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.  Donald Trump is a shareholder of the
company and, as its non-executive Chairman, is not involved in the
daily operations of the company.  The company is separate and
distinct from Mr. Trump's privately held real estate and other
holdings.  Trump Entertainment Resorts, TCI 2 Holdings, LLC and
other affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is
the Company's auditor and accountant and Lazard Freres & Co.
LLC is the financial advisor.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRW AUTOMOTIVE: Fitch Downgrades Issuer Default Rating to 'B+'
--------------------------------------------------------------
Fitch Ratings has downgraded TRW's ratings:

TRW Automotive Holdings Corp.

  -- Issuer Default Rating to 'B+' from 'BB-'.

TRW Automotive Inc.

  -- IDR to 'B+' from 'BB-';
  -- Senior unsecured notes to 'B-/RR6' from 'B+'.

In addition, Fitch's existing ratings and assigned Recovery
Ratings are:

TRW Automotive Inc.

  -- Senior secured revolving credit facility at 'BB/RR2';
  -- Senior secured term loan A facility at 'BB/RR2';
  -- Senior secured term loan B facility at 'BB/RR2'.

All ratings remain on Rating Watch Negative where they were placed
on Dec. 11, 2008.  The ratings cover approximately $3.2 billion in
outstanding debt.

The downgrades are prompted by ongoing weakness in the global
automotive industry which has exhibited a sharper drop than Fitch
previously expected.  Fitch expects global automotive market
weakness to continue through 2009, with first quarter-2009 (1Q'09)
being the quarter with the steepest decline in sales.  Weak demand
will hurt EBITDA and could pressure TRW's cash flow.  TRW has been
working to restructure its operations and adjust to the cuts in
auto production, partially offsetting the negative impact of
declining production rates.  Although TRW has weathered the U.S.
decline to date, the steep production cuts in the U.S. and Europe
in 4Q'08 and 1Q'09 should outpace the restructuring benefits to
the cost structure.  TRW also benefits from the refinancing
actions it took in 2007, which lowered the company's interest
costs and extended debt maturities.  Additionally, Fitch believes
TRW has the ability to decrease capital expenditures in 2009,
which may be necessary if cash flows are constrained.
Furthermore, Fitch forecasts modest negative free cash flow in
2009 under the current auto production assumptions.  Factors
supporting the ratings include TRW's relatively diverse customer
base, global manufacturing presence, the company's technology-
driven products and liquidity position.

The ratings remain on Rating Watch Negative as discussed in the
Dec. 11, 2008 Fitch commentary titled 'Fitch Places Seven U.S.
Auto Suppliers on Rating Watch Negative.'  As discussed in the
aforementioned commentary, the Rating Watch Negative is based on
the impact of a potential bankruptcy filing by General Motors.
Given its smaller profile, it is unlikely that a bankruptcy filing
by Chrysler would have the same impact.

The RR reflects Fitch's recovery expectations under a scenario in
which distressed enterprise value is allocated to the various debt
classes.  The RR on the senior secured facilities (revolving
credit facility, Term Loan A, and Term Loan B) was established
with a rating of 'RR2', which implies a recovery in the range of
71-90%.  The senior unsecured notes were assigned an RR of 'RR6',
which implies a recovery in the range of 0-10%.

In the event of a GM bankruptcy, Fitch believes that the resulting
contraction in auto production, the supply chain, trade credit and
capital access would cause widespread shutdowns and bankruptcies
throughout the supply chain.  Fitch notes that even if the
original equipment manufacturers avoid bankruptcy, major
restructurings of their operations will occur, causing material
changes in the operations of their Tier I suppliers.  In the event
of a GM bankruptcy, Fitch's prospective IDR for TRW could be
lowered.

Earlier this month, TRW announced it drew down the bulk of its
$1.4 billion revolving credit facility, and the proceeds were
placed on the balance sheet to build liquidity.  The company has
indicated that this was done to provide it with some protection
due to the uncertainty regarding the government's financial
support of GM and Chrysler.

TRW's liquidity was ample at the end of 2008, totaling nearly $2.1
billion.  This liquidity consisted of $756 million of cash, $1.113
million of availability under the company's revolving credit
facility, and $249 million under several receivables
securitization facilities.  Fitch also notes that the fourth
quarter is a seasonally high period for cash due to working
capital.  TRW has no near-term debt maturities and the revolver
extends through 2012.  Fitch calculates leverage (total net debt
to operating EBITDA) at year end 2008 to be 2.1 times (x).  If
industry conditions worsen through 2009, TRW could pressure its
leverage covenants and Fitch expects that TRW will need to work
with its lenders for an amendment later in 2009.  The secured
credit facility requires that the net leverage ratio be no more
than 3.75x as of 4Q'08 until 3Q'09; from 4Q'09 and beyond it may
be no greater than 3.5x.  Fitch expects lenders would be willing
to work with TRW to provide covenant relief given the company's
position as a global auto supplier with a diverse customer mix and
product offering.


UPTOWN PARTNERS: Files for Chapter 11 in Manhattan
--------------------------------------------------
Bill Rochelle of Bloomberg News reported that Uptown Partners LLC
filed for Chapter 11 reorganization after being unable to respond
to a cash call arising from its investment as one of the owners of
Fifth on the Park Condo LLC.

Fifth on the Park is the tallest condominium in New York's Harlem
neighborhood.  The condo is 30 stories with 160 units on Fifth
Avenue and 120th Street, adjacent to Mount Morris Park in Central
Harlem.  The condo itself isn't in bankruptcy, Bloomberg said.

Uptown Partners, LLC, filed for Chapter 11 on February 24, 2009
(Bankr. S.D. N.Y., Case No. 09-10845). Arnold Mitchell Greene,
Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., has
been tapped as counsel.  In its bankruptcy petition, the Company
estimated assets and debts of $10 million to $50 million.


VALASSIS CORP: Bank Debt Sells at 30% Discount
----------------------------------------------
Participations in a syndicated loan under which Valassis
Communications is a borrower traded in the secondary market at
69.83 cents-on-the-dollar during the week ended February 27, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.42
percentage points from the previous week, the Journal relates.
The loan matures March 2, 2014.  Valassis pays 175 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's Ba2 rating and Standard & Poor's B+ rating.

                   About Valassis Communications

Valassis Communications, Inc. -- http://www.valassis.comor
http://www.redplum.com-- is a media and marketing services
company, serving more than 15,000 advertisers.  Its RedPlum media
portfolio delivers value on a weekly basis to over 100 million
shoppers across a multi-media platform - in-home, in-store and in-
motion.  Headquartered in Livonia, Michigan with approximately
7,000 associates in 28 states and nine countries, Valassis is
recognized for its associate and corporate citizenship programs,
including its America's Looking for Its Missing Children(R)
program.  Valassis companies include Valassis Direct Mail, Inc.,
Valassis Canada, Promotion Watch, Valassis Relationship Marketing
Systems, LLC and NCH Marketing Services, Inc.

                           *     *     *

As reported by the Troubled Company Reporter on February 24, 2009,
Valassis Communications received notice from the New York Stock
Exchange on Feb. 20, 2009, that it was not in compliance with
certain continued listing standards applicable to its common
stock.  The notice indicates that Valassis is below criteria
because both the average market capitalization of its common stock
over a consecutive 30 trading-day period was less than $75 million
and its stockholder equity was less than $75 million.

The TCR said January 19, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Valassis
Communications to 'B' from 'B+'.  This rating, as well as all
issue-level ratings on Valassis, was removed from CreditWatch,
where it was placed with negative implications on Nov. 6, 2008.
The rating outlook is negative.


VCSP LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: VCSP LLC
        3400 Carillon Point
        Kirkland, WA 98033

Bankruptcy Case No.: 09-12390

Chapter 11 Petition Date: February 24, 2009

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Gayle Bush, esq.
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101
                  Tel: (206) 292-2110

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Paul Bressan.


VIDEOTRON LTEE: Moody's Assigns 'Ba2' Rating on $200 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Videotron
Ltee's US$200 million senior unsecured note issue.  Videotron is a
wholly-owned subsidiary of Quebecor Media Inc.  The new issue is
an add-on to existing 9.125% senior unsecured note issue due 2018
that was rated last April.  As part of the rating action, QMI's
Ba3 corporate family rating and probability of default rating were
affirmed along with the stable ratings outlook.  In addition,
QMI's consolidated speculative grade liquidity rating was upgraded
to SGL-2 (indicating good liquidity) from SGL-3 (indicating
adequate liquidity).

Videotron will use the proceeds from the offering to repay
drawings under its senior secured revolving credit facility with
any excess being for general corporate purposes.  With the impact
of anticipated incremental debt not expected to cause a permanent
increase in leverage, the company's Ba3 CFR and related long term
debt ratings were affirmed, and the new add-on note issue was
rated at the same Ba2 ratings level as the underlying reference
security.

While the new debt offering does not impact QMI's CFR, probability
of default rate or expected family recovery rate, the transaction
necessitates adjustments to QMI's consolidated waterfall of
liabilities.  In turn, with the application of Moody's loss given
default methodology, this causes ratings of individual debt
instruments in the QMI corporate family to be adjusted (refer to
debt listing below).

Rating Actions:

Assignments:

Issuer: Videotron Ltee

  -- Senior Unsecured Regular Bond/Debenture (add-on to existing
     rated instrument), Assigned Ba2 (LGD3, 32%)

Upgrades:

Issuer: Quebecor Media, Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Affirmations and LGD Assessment Adjustments:

Issuer: Quebecor Media, Inc.
  -- Senior Secured Bank Credit Facility, unchanged at B1, with
     the LGD assessment revised to LGD5, 74% from LGD5, 73%

Issuer: Sun Media Corporation

  -- Senior Unsecured Regular Bond/Debenture, unchanged at Ba2
     with the LGD assessment revised to LGD3, 32% from LGD2, 29%

Issuer: Videotron Ltee

-- Senior Unsecured Regular Bond/Debenture (reference
   instrument for above noted rating assignment), unchanged at
   Ba2 with the LGD assessment revised to LGD3, 32% from LGD2,
   29%

The SGL upgrade was prompted by the pay-down of Videotron's credit
facility that will result from the new note issue.  With that,
each of QMI and its key operating subsidiaries will have
substantially un-drawn credit facilities.  In addition, access
thereto is not expected to be limited by financial covenant
compliance matters.  This is despite expected usage during the
year resulting from recessionary pressures at the two newspaper
publishing entities and capital expenditures at Videotron.  QMI's
practice of arranging financing piecemeal rather on a consolidated
basis implies that liquidity is not seen as a credit-strength.
This is especially the case at the parent holding company since
the receipt of dividends is conditional upon compliance with
financial covenants and restricted payments baskets at its
operating companies.  However, given the size of and access to the
respective credit facilities, the aggregate of these factors
supports an SGL-2 rating.

Moody's most recent rating action concerning Quebecor Media, Inc.,
was taken on April 7, 2008, at which time the company's Ba3 CFR
and PDR were affirmed in conjunction with a new note issue in the
name of Videotron Ltee being rated Ba2.

Headquartered in Montr‚al, Canada, Videotron is a wholly-owned
subsidiary of Quebecor Media Inc., a privately held (see below)
leading Canadian media holding company.  Through its operating
companies, QMI has activities in cable distribution, business,
residential and mobile wireless telecommunications (collectively,
Videotron), newspaper publishing (Sun and Osprey Media),
television broadcasting, book, magazine and video retailing,
publishing and distribution, music recording, production and
distribution and new media services.


VIDEOTRON LTEE: S&P Puts BB- Rating on Proposed $260MM Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its debt issue
and recovery ratings to Montreal-based Videotron Ltee's proposed
US$260 million senior unsecured notes due April 2018.

Videotron is a 100%-owned subsidiary of Montreal-based Quebecor
Media Inc.  The notes and the guarantees are senior unsecured
obligations of Videotron, ranking equally with all existing and
future unsecured unsubordinated debt of the company.  S&P rates
the notes at 'BB-' (the same as the corporate credit rating on
Quebecor Media), with a recovery rating of '4', indicating lenders
can expect an average (30%-50%) recovery in the event of a payment
default.

At the same time, S&P affirmed its 'BB-' debt rating on
Videotron's existing senior unsecured notes.  The recovery rating
is unchanged at '4' indicating an expectation of average (30%-50%)
recovery in a default scenario.

S&P has also affirmed all other ratings, including the 'BB-' long-
term corporate credit rating, on Videotron, Quebecor Media, and
another subsidiary, Sun Media Corp. The outlook on all companies
is stable.

Proceeds from the proposed US$260 million notes offering will be
used to repay balances outstanding under Videotron's senior
secured revolving credit facility and for general corporate
purposes.

"The ratings on Quebecor Media are based on the credit risk
profile of the company and its consolidated subsidiaries,
including 100%-owned Videotron, the largest cable operator in
Quebec, and third-largest in Canada; and 100%-owned Sun Media, the
largest newspaper publisher in Canada when including Osprey Media
Income Fund," said Standard & Poor's credit analyst Madhav Hari.
The ratings on both Videotron and Sun Media are equalized with
those on the parent.

"The ratings on Quebecor Media reflect our view of the company's
highly leveraged financial risk profile characterized by high
adjusted debt leverage, weak cash flow protection measures, and an
aggressive financial policy," Mr. Hari added.

The ratings are also based on what S&P view as the weaker business
risk profile of Quebecor Media's mature newspaper division, which
continues to face industry-specific as well as economy-related
challenges; intense competition at the company's various business
segments; and high capital expenditures in its cable segment.  S&P
believes that the launch of a facilities-based wireless service in
Quebec (in early 2010), while potentially positive in the long
term, will require significant upfront capital investment in the
next two years, keeping debt leverage high while pressuring free
cash flow. These factors are partially offset by what S&P view as
the investment-grade profile of the company's fast-growing cable
operations, which comprised about 48% of 2008 revenue and about
71% of consolidated 2008 EBITDA, and added diversity provided by
its various media operations, which should continue generating
meaningful free cash flow in the medium term despite challenging
industry conditions.

The stable outlook reflects S&P's expectations that Videotron
parent Quebecor Media's key operations will maintain their solid
market position and that the company's adjusted debt leverage will
not materially vary from Standard & Poor's 4x threshold for the
rating.  Although unlikely in the near term, S&P could consider
revising the outlook to positive in the medium term if the company
demonstrates that it can generate sustainable free cash flow and
if its credit metrics improve, likely from continued growth of
overall EBITDA.  Alternatively, S&P could revise the outlook to
negative if the print advertising revenue-dependent newspaper
operations deteriorate materially or if the company pursues a more
aggressive wireless strategy, which results in a weakening of
Quebecor Media's operating performance and consolidated credit
metrics.


VISTEON CORP: Bank Debt Continues Major Slide; Sells at 82% Off
---------------------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 17.71 cents-on-the-
dollar during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.50 percentage points -- at
20.21 cents-on-the-dollar -- from the previous week, the Journal
relates.  The loan matures May 30, 2013.  Visteon pays 300 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's B3 rating and Standard & Poor's B- rating.

Syndicated loans of other auto parts makers also slid in secondary
market trading during the week ended February 27, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar, a drop of 7.13 percentage points -- at 64.33 cents-on-the-
dollar -- from the previous week.  The loan matures on February 9,
2014.  TRW Automotive pays 150 basis points to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BBB- rating.

Dana Corporation bank debt traded at 30.43 cents-on-the-dollar
during the week ended February 27, 2009, a drop of 2.97 percentage
points -- at 33.40 cents-on-the-dollar -- from the previous week.
The loan matures January 31, 2015.  Dana pays 375 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt traded at 34.57 cents-on-the-dollar.  This
represents a drop of 3.99 percentage points -- at 38.56 cents-on-
the-dollar -- from the previous week.  The loan matures March 29,
2012.  Lear pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan is not rated.

Syndicated loan of Avis Budget Car Rental LLC traded in the
secondary market at 37.80 cents-on-the-dollar, a drop of 3.92
percentage points from the previous week.  The loan matures on
April 1, 2012.  Avis Budget pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba3
rating and Standard & Poor's B rating.

Hertz Corporation bank debt traded in the secondary market at
65.85 cents-on-the-dollar, a decrease of 2.37 percentage points
from the previous week.  The loan matures on December 21, 2012.
Hertz pays 150 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.

                       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.


WHEELING-PITTSBURGH: Asks Court to Formally Close Chap. 11 Cases
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation and PCC Survivor Corporation
f/k/a Pittsburgh-Canfield Corporation ask the U.S. Bankruptcy
Court for the Northern District of Ohio to enter a final decree
and formally close their chapter 11 cases commenced in 2000.

On July 5, 2001, in connection with the sale of Pittsburgh-
Canfield Corporation's assets to a subsidiary of WHX Corporation,
Pittsburgh-Canfield Corporation changed its name to PCC Survivor
Corporation.  All of the original debtors' pending bankruptcy
cases have been closed with the exception of the Pittsburgh-
Canfield Corporation, case number 00-43394 and the Wheeling-
Pittsburgh Steel Corporation, case number 00-43396.

On May 19, 2003, WPSC and its affiliates filed their Third Amended
Joint Plan of Reorganization.  On June 18, 2003, the Court entered
an Order Confirming the Debtors' Third Amended Joint Plan of
Reorganization under chapter 11 of the Bankruptcy Code.  The Plan
was consummated, with an Effective Date of August 1, 2003.
Pursuant to the Plan, reorganized Wheeling-Pittsburg Corporation
(having been merged with one company and subsequently sold to
another) is the beneficial owner of 100% of the stock of WPSC.

The companies tell the Honorable Kay Woods that the bankruptcy
estates have been fully administered, and they have paid all fees
required to be paid under 28 U.S.C. Sec. 1930 to the United States
Trustee.

The companies are represented by:

    James M. Lawniczak, Esq.
    Tiiara N. A. Patton. Esq.
    CALFEE, HALTER & GRISWOLD LLP
    1400 KeyBank Center
    800 Superior Avenue
    Cleveland, Ohio 44114-2688
    Telephone: (216) 622-8200
    Facsimile: (216) 241-0816
    Email: jlawniczak@calfee.com
           tpatton@calfee.com

         - and -

    Michael E. Wiles, Esq.
    Richard F. Hahn, Esq.
    DEBEVOISE & PLIMPTON
    919 Third Avenue
    New York, New York 10022
    Telephone: (212) 909-6000
    Facsimile: (212) 909-6836


WILLIAMS COS: S&P Assigns 'BB+' Rating on $600 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB-'
corporate credit rating on diversified energy company The Williams
Cos. Inc. and its affiliates.  At the same time, S&P assigned a
'BB+' issue rating to Williams' $600 million senior unsecured
notes due 2020.  The company will use proceeds for general
corporate purposes, including the funding of capital expenditures.
The outlook is stable.

The affirmation follows S&P's periodic review and ongoing
surveillance of the company, including management's decision to
indefinitely postpone any strategic restructuring, which may have
involved the separation of one or more of the company's principal
business units.

"Despite substantial decreases in commodities prices and a
resulting deterioration in financial metrics, the affirmation
reflects S&P's view that Williams will continue to demonstrate
financial performance commensurate with our expectations," said
Standard & Poor's credit analyst Michael Grande.

When S&P raised the ratings to investment grade on Nov. 9, 2007,
S&P believed the company would achieve funds from operations
interest coverage of 4.0x-5.0x and FFO to debt in the 24%-30%
range.  The subsequent run-up in commodity prices resulted in
financial metrics much stronger than S&P initially anticipated,
which has provided ample cushion for the rating, with current FFO
to adjusted debt of about 34% as of Dec. 31, 2008.  Based on the
company's current price outlook for Rockies gas between $3.00 and
$4.50 per million Btu, Mid-Continent prices between $3.75 and
$5.00 per mmBtu, and average natural gas liquid margins between 22
and 35 cents per gallon, S&P expects Williams to be at the lower
end of S&P's originally estimated ratio range in 2009.

As part of its review, S&P revised the company's financial profile
to intermediate from aggressive, reflecting Williams' demonstrated
financial policies that have been supportive of its investment-
grade rating, including the reduction of capital spending
commensurate with lower expected cash flows in its exploration and
production segment, a consistent hedging policy, and the company's
prudent management of liquidity.

The ratings on Williams reflect the company's stable cash flows
from its pipeline assets, ample liquidity, strong competitive
position in the Piceance Basin, its largely fee-based midstream
business, and good asset diversity.  A weak commodity price
environment for natural gas and NGL, capital-spending requirements
that continue to outpace cash flow, and potential cash flow
pressures at midstream master limited partnership Williams
Partners L.P. partially offset company strengths.

The stable outlook reflects S&P's view that Williams will achieve
FFO to debt of between 23% and 28% and FFO interest coverage of 4x
to 5x for fiscal 2009.  S&P also expect the company to maintain
excess liquidity of at least $1 billion and continue to prudently
manage its E&P capital spending, with additional downward
revisions if commodity prices remain weak.  An outlook revision to
positive is unlikely in the current price environment, but is
possible if Williams strengthens its cash flows and achieves
higher financial metrics.  Specifically, FFO to debt of 30% or
higher through the commodities cycle supports upwards ratings
momentum.  A negative outlook could be warranted if a persistently
weak commodity price environment results in lower cash flows,
which could result in FFO to debt below 20% and total debt to
EBITDA of 3.5x.  S&P could also revise the outlook to negative if
substantially weaker cash flows in the midstream segment require
parental support, which may pressure Williams' consolidated
financial profile.


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

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

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

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

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed
assets of More than $1 billion, and debts between $500 million to
$1 billion.


WYNN RESORTS: S&P Affirms Corporate Credit Rating at 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Las
Vegas, Nevada-based Wynn Resorts Ltd. and its wholly owned
subsidiary, Wynn Las Vegas LLC, including the 'BB' corporate
credit rating.  At the same time, S&P revised its rating outlook
on each entity to negative from stable.

The outlook revision follows the recent fourth-quarter earnings
announcement in which the company reported consolidated property
level EBITDA of $127.5 million, down 35% from the prior comparable
period (down about 20% with a normalized hold in Las Vegas).
While a significant portion of the decline was due to the lower
hold percentage, S&P's outlook for 2009 calls for continued EBITDA
declines in both Las Vegas and Macau, and S&P's rating
incorporates an expectation for 2009 EBITDA declines in the mid-
teens percentage area across the portfolio.  This level of decline
reflects difficult economic conditions in the U.S. that are
continuing to pressure visitation, room rates, and spend on the
Las Vegas Strip, and negative visitation and spend trends in Macau
due to tightened visa restrictions and weaker overall economic
conditions.  S&P's rating also anticipates only a modest rebound
in 2010 across the portfolio.  This scenario would result in
consolidated leverage reaching the mid-7x area by the end of 2009,
and EBITDA interest coverage drifting below 2.5x--both weak for
the current rating.

Still, despite the challenging intermediate-term outlook, S&P's
rating affirmation acknowledges the strength of Wynn's liquidity
position.  While S&P expects leverage to spike to the mid-7x area
by the end of this year, the company also holds a significant cash
position, much of which S&P considers excess.  S&P estimates that
net leverage, incorporating about $800 million to $1 billion of
estimated excess cash, will peak at slightly above 6x.  In
addition, debt maturities are limited to just $375 million through
2010, and the company holds cash at the parent level sufficient to
meet this maturity.  Furthermore, while the company earmarked
approximately $500 million of cash balances at the Wynn Macau
subsidiary for development of Encore at Wynn Macau, pro forma
leverage was only slightly above 3x at that entity as of Dec. 31,
2008, which should allow for solid free cash flow generation, even
given the challenges facing the Macau market.  The ability to move
cash from the Macau entity to the parent in a tax-efficient manner
also enhances the company's overall liquidity position.

While covenant cushions under the Las Vegas credit facility may be
tight later in 2009, depending on the extent of declines on the
Las Vegas Strip, S&P believes that Wynn's strong liquidity
position will allow management the flexibility to effectively
address any covenant issues with its bank group.  S&P also
believes that the quality of Wynn's Las Vegas properties, in
addition to their good location among a cluster of high-end casino
resorts on the Strip, will result in the company being one of the
first to benefit from a rebound in the gaming sector.  Still, S&P
remains cautious that 2010 may continue to be challenging, as
CityCenter will introduce substantial capacity to the Las Vegas
Strip later this year.

"The 'BB' rating reflects Wynn's significant debt burden, high
levels of competition in the Las Vegas and Macau markets, and
S&P's expectation for continued declines in cash flow generation
over at least the next few quarters," said Standard & Poor's
credit analyst Ben Bubeck.  "Still, the company's assets are among
the highest quality in the gaming sector, and S&P expects that
Wynn's solid liquidity position will allow the company to weather
a prolonged gaming downturn.  Pro forma for a recent
$500 million revolver draw in Macau, S&P estimate that
consolidated gross debt leverage was approximately 6.8x as of Dec.
31, 2008."

When assessing Wynn's credit quality, S&P considers the
consolidated entity, despite the distinct financing structures at
Wynn Resorts and the Las Vegas and Macau entities.  S&P deems the
strategic relationship between the parent and each subsidiary as
an important factor that has a bearing on the credit quality of
the overall consolidated entity.  However, the notching of S&P's
issue-level ratings recognizes the distinct financing structures.


XIOM CORP: Dec. 31 Balance Sheet Upside Down by $456,001
--------------------------------------------------------
Xiom Corp. reported sales of $292,356 and cost of sales of
$182,349 for the quarter ended December 31, 2008.  This is in
comparison to sales of $309,281 and cost of sales of $246,276 for
the quarter ended December 31, 2007.  Gross profit for the quarter
ended December 31, 2008, was $110,007 or 38%, an increase of
$47,002 or 75% compared to the gross profit for the quarter ended
December 31, 2007, of $63,005 or 20%.  While sales are comparable,
the increase in gross profit is attributable to reductions in
system manufacturing costs and increased margins on powder sales
compared to the prior period.

Selling, general and administrative expenses increased to $790,560
for the quarter ended December 31, 2008 from $698,327 for the
quarter ended December 31, 2007.  This increase of $92,233 or 13%
was due to: a) An increase of $135,667 in compensation expense
related to a the issuance of common shares during 2008 under the
Company's Employee Stock Ownership Plan; and b) A reduction of
$43,433 related to reductions in consulting engineering expense to
refine the thermal spray process and coatings as well as cost
containment measures in the areas of financial consulting related
to money raising activities, marketing expenses, and general
overhead.

Other expense increased to $64,815 for the quarter ended
December 31, 2008, from $55,411 for the quarter ended December 31,
2007.  This increase of $9,404 or 17% was due to: a) An increase
of $40,346 or 73% in interest expense related to Convertible Notes
Payable and is directly attributable to a comparable increase in
the average outstanding balance of such indebtedness during fiscal
2008; and b) The recording of a gain of $30,942 during the quarter
ended December 31, 2008, related to the conversion of Convertible
Notes Payable into common stock.

The net loss increased to $745,368 or $0.06 per share during the
quarter ended December 31, 2008, from a net loss of $690,733 or
$0.08 per share during the quarter ended December 31, 2007.  This
increase of $54,635 or 8% related to the changes in gross profit,
selling, general and administrative expenses, and other income
(expense).

The Company has a Stockholders' Deficit of $456,001 as of
December 31, 2008, from total assets of $2,046,481, total
liabilities of $1,832,083, and Common Stock Subject to Rescission
Rights of $670,399.  "These factors raise substantial doubt about
the Company's ability to continue as a going concern," Andrew B.
Mazzone, chief executive officer, chief financial and accounting
officer, disclosed in a regulatory filing dated February 23, 2009.

"However, the Company has seen steady sales orders for the
patented industrial thermal spray technology and related powder
formulas.  Furthermore, the Company plans to continue raising
capital through a series of private placement transactions for the
balance of fiscal 2009.  It also plans to continue to expand sales
by significantly increasing domestic marketing efforts, including
pursuing major contracts through its network of strategic alliance
relationships.  As a result of these factors, management believes
it will have sufficient resources to meet the Company's cash flow
requirements for at least [the next] twelve months."

                         About Xiom Corp.

Headquartered in West Babylon, New York, Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.


* Auto Industry Bank Debt Continues Slump; TRW Down by 7 Points
---------------------------------------------------------------
Syndicated loans of auto parts makers slid in secondary market
trading during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Participations in a syndicated loan under which TRW Automotive is
a borrower traded in the secondary market at 57.20 cents-on-the-
dollar, a drop of 7.13 percentage points -- at 64.33 cents-on-the-
dollar -- from the previous week.  The loan matures on February 9,
2014.  TRW Automotive pays 150 basis points to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BBB- rating.

Visteon Corp. bank debt continued its slide, trading in the
secondary market at 17.71 cents-on-the-dollar during the week
ended February 27, 2009.  This represents a drop of 2.50
percentage points -- at 20.21 cents-on-the-dollar -- from the
previous week.  The loan matures May 30, 2013.  Visteon pays 300
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B3 rating and Standard & Poor's B- rating.

Speculations of a bankruptcy filing by Visteon abound.  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 Wall Street 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.

On Wednesday, 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.

Dana Corporation bank debt traded at 30.43 cents-on-the-dollar
during the week ended February 27, 2009, a drop of 2.97 percentage
points -- at 33.40 cents-on-the-dollar -- from the previous week.
The loan matures January 31, 2015.  Dana pays 375 basis points
over LIBOR to borrow under the facility.  The bank loan carries
Moody's B3 rating and Standard & Poor's B+ rating.

Lear Corp. bank debt traded at 34.57 cents-on-the-dollar.  This
represents a drop of 3.99 percentage points -- at 38.56 cents-on-
the-dollar -- from the previous week.  The loan matures March 29,
2012.  Lear pays 250 basis points above LIBOR to borrow under the
facility.  The bank loan is not rated.

Syndicated loan of Avis Budget Car Rental LLC traded in the
secondary market at 37.80 cents-on-the-dollar, a drop of 3.92
percentage points from the previous week.  The loan matures on
April 1, 2012.  Avis Budget pays 125 basis points over LIBOR to
borrow under the facility.  The bank loan carries Moody's Ba3
rating and Standard & Poor's B rating.

Hertz Corporation bank debt traded in the secondary market at
65.85 cents-on-the-dollar, a decrease of 2.37 percentage points
from the previous week.  The loan matures on December 21, 2012.
Hertz pays 150 basis points over LIBOR to borrow under the
facility.  The bank loan carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.


* Failed Banks Tally This Year Already Exceeds 2008's
-----------------------------------------------------
Security Savings Bank of Henderson, Nevada, and Heritage Community
Bank of Glenwood, Illinois, were seized by regulators at the end
of February, bringing this year's tally to 16.

According to Bloomberg News, tumbling home prices and surging
unemployment caused more borrowers to fall behind on loan payments
to banks.

According to the Office of the Inspector General of the U.S.
Treasury, in the fiscal year 2008, 14 financial institutions with
$216 billion in deposits were placed into receivership under FDIC
authority.  Of these, five were national banks, three were
thrifts, and six were state banks.  The bulk of deposits were held
by two thrifts, Washington Mutual Bank and IndyMac Bank, which
together accounted for $207 billion in deposits. Work-out
solutions, whereby some or all deposits and assets were assumed by
another existing bank, were arranged by FDIC and regulators for
all failed institutions except IndyMac Bank.  IndyMac Bank was
placed under conservatorship and operations were assumed directly
by FDIC under a newly-formed IndyMac Federal Bank.

The banks closed this year by regulators are:

Bank                                            Closing Date
----                                            ------------
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09

Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks to assume all of the
deposits of the closed banks:

                                            Buyer's      FDIC Cost
                                            Assumed   to Insurance
                                            Deposits          Fund
Closed Bank          Buyer                  (millions)  (millions)
___________          _____                   _______       _____

Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- None --
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html

                            1,000 Banks

Billionaire investor Wilbur L. Ross in August 2008 said that 1,000
banks could fail before the credit crisis is over.  According to a
February 10, 2009 report by MarketWatch, RBC Capital Markets
analyst Gerard Cassidy echoed the prediction, saying that more
than 1,000 banks could fail in the next three to five years as the
recession intensifies and loan losses climb.  Mr. Cassidy in 2008
forecast 200 to 300 U.S. bank failures but said that the
environment has further deteriorated since then.

"Residential mortgage delinquencies remain at record levels, home-
equity loan defaults are steadily rising and residential
construction and land loan non-performing assets are skyrocketing
for lenders with excess exposure to the weakest housing markets in
the U.S.," Mr. Cassidy wrote to clients.  "In conjunction with the
slowdown in the economy, credit deterioration has accelerated in
the commercial and industrial and commercial real estate loan
areas," he said.


* Retailer Bank Debt Slumps in Secondary Market Trading
-------------------------------------------------------
Syndicated loans of retailers slid in secondary market trading
during the week ended February 27, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 65.07
cents-on-the-dollar, a drop of 1.80 percentage points -- at 66.86
cents-on-the-dollar -- from the previous week.  The bank loan
matures April 6, 2013.  Neiman Marcus pays 175 basis points over
LIBOR to borrow under the facility.  The bank loan carries Moody's
Ba3 rating and Standard & Poor's BB rating.

Michaels Stores Inc. bank debt traded in the secondary market at
56.36 cents-on-the-dollar, a drop of 1.83 percentage points --
58.19 cents-on-the-dollar -- from the previous week.  The bank
loan matures October 31, 2013.  Michaels Stores pays 225 basis
points over LIBOR to borrow under the facility.  The bank loan
carries Moody's B2 rating and Standard & Poor's B rating.

Burlington Coat Factory Warehouse Corp bank debt traded in the
secondary market at 35.29 cents-on-the-dollar, a drop of 2.13
percentage points -- at 37.42 cents-on-the-dollar -- from the
previous week. The syndicated loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.

Meanwhile, Blockbuster Inc. bank debt traded at 69.20 cents-on-
the-dollar, an increase of 1.90 percentage points from the
previous week.  The loan matures August 20, 2011.  Blockbuster
pays 375 basis points over LIBOR to borrow under the facility.
The bank loan carries Moody's B1 rating and Standard & Poor's B
rating.

Bank debt of toy seller Toys R Us traded at 55.50 cents-on-the-
dollar an increase of 2.50 percentage points from the previous
week.  The loan matures on July 19, 2012.  Toys R Us pays 425
basis points over LIBOR to borrow under the facility.  The bank
loan carries Moody's B2 rating and Standard & Poor's BB- rating.


* To Save Retailers, BAPCPA's Timetable for Leases Gets 2nd Look
----------------------------------------------------------------
In April 2005, Congress revised the Bankruptcy Code to counter
abuses in the bankruptcy system.  The Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 shortened debtors' time to
decide on whether to assume or reject leases to a mere seven
months, disallowed periodic extensions of the debtors' exclusive
periods to file a plan of reorganization, and limited bonuses to
managers through the key employee retention programs.

"BAPCPA's numerous creditor-friendly amendments and modifications
have profoundly impacted the Chapter 11 process, to the point that
it is nearly impossible for retailers to reorganize, regardless of
the prevailing national and international economic conditions,"
said Lawrence C. Gottlieb, Michael Klein, Ronald R. Sussman, in an
article titled BAPCPA's Effects on Retail Chapter 11s Are
Profound.

The article notes that BACPCA amended Section 365(d)(4) to require
debtors to assume or reject their real property leases within 120
says of filing, subject to an additional 90-day court-approved
extension.  Extensions beyond this initial 210-day period cannot
be granted without the consent of the landlord, regardless of the
size of the retailer.

According to Bankruptcy Creditors Service, Inc., many retailers
filed for bankruptcy with a prospect for reorganizing, but ended
up closing their stores and liquidating inventory.  Retailers
covered by BCSI that were unable to keep their business or sell
their business as a going concern include Circuit City Stores,
Inc., Linens 'n Things, Inc., Mervyn's LLC, Sharper Image and
Levitz.

The mere 210-day period to decide on the leases, among other
changes, provided by the BAPCPA is viewed in some quarters as
causing retailers to begin liquidating unnecessarily within three
months into Chapter 11, Bloomberg's Bill Rochelle said.

Bob Duffy, senior managing director at FTI, said in an article
posted at www.turnaround.org, that BAPCPA critics contend that the
shortened timetable have had a chilling effect on lenders'
willingness to commit normal debtor-in-possession financing to a
debtor.  By accelerating the timetable to reject store leases,
BAPCPA has unwittingly put at risk the value of a retail debtor's
two largest sources of collateral: inventory and store leases that
can be assigned.

Alan D. Smith, Esq., at Perkins Coie LLP, in an article posted at
The Journal Corporate Renewal, said that while the 210-day period
may be long enough to determine which leases are under market and
thus more valuable for assignment/sale purposes, it often is not
nearly enough time to determine whether a debtor will survive in
its current form, whether it must reduce its operations in certain
geographic or other markets and, most significantly, which
locations will be most attractive to potential purchasers of the
business.

Robert L. Eisenbach III, Esq., at Cooley Godward Kronish LLP, said
that in the past, retailers usually evaluated sales at stores for
at least one holiday shopping season, and sometimes two, before
deciding whether to retain the store.  Now a retailer has only
seven months to make that decision.  Pre-BAPCPA, debtors initially
had only 60 days to decide on leases, but they were allowed to
seek extensions without any statutory limitation.

Mr. Smith added prior to the BAPCPA, many retail and other debtors
also raised significant amounts of money by selling "lease
designation rights" to one of a handful of real estate groups that
specialized in that arena.  In such a sale, a debtor obtained cash
and relief from post-petition rent obligations immediately because
the designation rights buyer assumed the obligation to pay all
regularly recurring occupancy costs.  "BAPCPA effectively killed
that market," Mr. Smith said.  He noted that even if a debtor
could easily identify surplus locations, the Section 365(d)(4)
does not provide enough time to produce a meaningful return on
most real estate portfolio.

                          March 3 Hearing

Congress is scheduled to hold a hearing on March 3 to examine
whether to eliminate the 210-day limit for deciding on leases,
Bloomberg said, citing a person familiar with the proposed
legislation.  The content of the hearings isn't public.

Congress, according to Bloomberg is also examining whether rules
should be changed so homeowners whose houses are worth less than
the debt could reduce their mortgage obligations by going through
bankruptcy.  Bloomberg notes that bankruptcy judges have always
had power to trim down the amount of a mortgage, except
the mortgage on an individual's principal residence.  According to
Bloomberg's Bill Rochelle, the theory is that homes will be kept
out of foreclosure, adding stability to the housing market, if
individuals can reduce their mortgage debts.  About 350,000 of the
1 million households would be likely to take advantage of the new
law by filing for bankruptcy within the next 10 years, Bloomberg
said, citing a February 23 estimate by the Congressional Budget
Office.


* Fourth Circuit Permits Bifurcating Mobile Home Debt
-----------------------------------------------------
The 4th U.S. Circuit Court of Appeals held that individuals in
Chapter 13 bankruptcy can't cut down the amount of a home mortgage
to the value of the property, Bloomberg's Bill Rochelle said.

In the case Enis v. Green Tree Servicing LLC (In re Ennis),
07-2134, there was a dispute over whether individuals could reduce
the mortgage on a mobile home, on the theory a mobile home isn't
real property.

According to Bill Rochelle, most people thought the controversy
ended in 2005 when Congress modified the law to say that a
principal residence includes a mobile home not attached to real
property.  The Court of Appeals, reading Congress's choice of
words strictly, handed down a decision Feb. 24 saying in Virginia,
at least, the owner of a mobile home can cut down the debt to
market value, leaving the deficiency an unsecured claim that may
be paid little or nothing in the Chapter 13 plan.

The report adds that the 4th Circuit ruled that the language used
by Congress, read strictly, prohibits cutting down secured debt on
a mobile home only if two tests are met:

   -- The home must be a principal residence.

   -- It must be real property under state law.

In Virginia, a mobile home is considered personal property, not
real property.  Consequently, the owner was able to chop down the
secured debt.


* BOND PRICING: For the Week From February 23 - 27, 2009
--------------------------------------------------------
  Company               Coupon        Maturity      Bid Price
  -------               ------        --------      ---------
155 E TROPICANA           8.75%       4/1/2012          44.18
ABITIBI-CONS FIN         7.875%       8/1/2009          36.00
ACE CASH EXPRESS         10.25%      10/1/2014          17.13
AHERN RENTALS             9.25%      8/15/2013          32.27
ALABAMA POWER              5.5%      10/1/2042          70.00
ALERIS INTL INC              9%     12/15/2014           1.00
ALERIS INTL INC             10%     12/15/2016           1.30
ALION SCIENCE            10.25%       2/1/2015          20.00
ALLIED CAP CORP              6%       4/1/2012          14.50
ALLIED CAP CORP          6.625%      7/15/2011          15.00
AMD                       5.75%      8/15/2012          41.00
AMD                       7.75%      11/1/2012          42.50
AMER AXLE & MFG           5.25%      2/11/2014          22.43
AMER AXLE & MFG          7.875%       3/1/2017          15.94
AMER CAP STRATEG          6.85%       8/1/2012          32.00
AMER GENL FIN                3%      7/15/2009          84.15
AMER GENL FIN             3.05%      6/15/2010          55.16
AMER GENL FIN              3.1%      3/15/2009          66.25
AMER GENL FIN              3.1%      6/15/2009          87.65
AMER GENL FIN              3.1%      7/15/2009          66.71
AMER GENL FIN              3.3%      7/15/2009          87.23
AMER GENL FIN              3.3%     11/15/2009          61.74
AMER GENL FIN              3.3%      6/15/2010          58.00
AMER GENL FIN             3.35%      5/15/2009          91.24
AMER GENL FIN              3.4%     10/15/2009          75.00
AMER GENL FIN             3.45%      4/15/2010          59.45
AMER GENL FIN              3.6%      4/15/2009          94.81
AMER GENL FIN              3.8%      4/15/2009          84.50
AMER GENL FIN             3.85%      9/15/2009          91.85
AMER GENL FIN            3.875%      10/1/2009          65.00
AMER GENL FIN            3.875%     10/15/2009          75.31
AMER GENL FIN            3.875%     11/15/2009          81.00
AMER GENL FIN              3.9%      9/15/2009          78.12
AMER GENL FIN              3.9%      4/15/2010          60.17
AMER GENL FIN              3.9%      4/15/2011          45.31
AMER GENL FIN                4%      6/15/2009          80.49
AMER GENL FIN                4%      8/15/2009          81.17
AMER GENL FIN                4%      9/15/2009          78.03
AMER GENL FIN                4%     11/15/2009          72.21
AMER GENL FIN                4%     11/15/2009          50.10
AMER GENL FIN                4%     11/15/2009          84.50
AMER GENL FIN                4%     12/15/2009          69.87
AMER GENL FIN                4%     12/15/2009          65.00
AMER GENL FIN                4%     12/15/2009          69.75
AMER GENL FIN                4%      3/15/2011          36.50
AMER GENL FIN                4%      4/15/2012          42.00
AMER GENL FIN             4.05%      5/15/2010          40.15
AMER GENL FIN              4.1%      1/15/2010          50.00
AMER GENL FIN              4.1%      5/15/2010          64.00
AMER GENL FIN              4.1%      1/15/2011          45.00
AMER GENL FIN            4.125%      1/15/2010          66.97
AMER GENL FIN             4.15%     11/15/2010          41.00
AMER GENL FIN             4.15%     12/15/2010          49.70
AMER GENL FIN             4.15%      1/15/2011          48.16
AMER GENL FIN              4.2%      8/15/2009          34.25
AMER GENL FIN              4.2%     10/15/2009          79.00
AMER GENL FIN              4.2%     11/15/2009          30.10
AMER GENL FIN              4.2%     10/15/2010          44.75
AMER GENL FIN             4.25%     11/15/2009          72.54
AMER GENL FIN             4.25%     10/15/2010          50.91
AMER GENL FIN              4.3%      3/15/2009          98.75
AMER GENL FIN              4.3%      5/15/2009          91.37
AMER GENL FIN              4.3%      6/15/2009          90.00
AMER GENL FIN              4.3%      9/15/2009          78.38
AMER GENL FIN              4.3%      6/15/2010          80.24
AMER GENL FIN              4.3%      7/15/2010          54.34
AMER GENL FIN              4.3%      9/15/2010          51.74
AMER GENL FIN              4.3%     10/15/2011          37.00
AMER GENL FIN             4.35%      6/15/2009          59.00
AMER GENL FIN             4.35%      6/15/2009          94.50
AMER GENL FIN             4.35%      9/15/2009          78.18
AMER GENL FIN             4.35%      3/15/2010          62.67
AMER GENL FIN              4.4%      5/15/2009          75.00
AMER GENL FIN              4.4%      7/15/2009          69.50
AMER GENL FIN              4.4%     12/15/2010          49.21
AMER GENL FIN              4.5%      7/15/2009          84.57
AMER GENL FIN              4.5%      9/15/2009          65.00
AMER GENL FIN              4.5%      3/15/2010          62.55
AMER GENL FIN              4.5%      8/15/2010          53.39
AMER GENL FIN              4.5%     11/15/2010          51.20
AMER GENL FIN              4.5%     11/15/2011          44.07
AMER GENL FIN             4.55%     10/15/2009          79.00
AMER GENL FIN              4.6%     11/15/2009          72.51
AMER GENL FIN              4.6%      8/15/2010          53.35
AMER GENL FIN              4.6%      9/15/2010          46.00
AMER GENL FIN              4.6%     10/15/2010          51.03
AMER GENL FIN            4.625%      5/15/2009          81.88
AMER GENL FIN            4.625%       9/1/2010          45.02
AMER GENL FIN             4.65%      8/15/2010          61.00
AMER GENL FIN              4.7%     12/15/2009          69.92
AMER GENL FIN              4.7%     10/15/2010          50.64
AMER GENL FIN             4.75%      3/15/2009          98.64
AMER GENL FIN             4.75%      6/15/2010          56.73
AMER GENL FIN             4.75%      8/15/2010          53.48
AMER GENL FIN             4.75%      5/15/2011          46.37
AMER GENL FIN              4.8%      8/15/2009          81.44
AMER GENL FIN              4.8%      9/15/2011          45.20
AMER GENL FIN             4.85%      3/15/2009          98.64
AMER GENL FIN             4.85%      3/15/2009          98.62
AMER GENL FIN             4.85%     10/15/2009          75.69
AMER GENL FIN             4.85%     12/15/2009          77.99
AMER GENL FIN            4.875%      5/15/2010          50.50
AMER GENL FIN            4.875%      6/15/2010          68.63
AMER GENL FIN            4.875%      7/15/2012          48.00
AMER GENL FIN              4.9%     12/15/2009          82.58
AMER GENL FIN              4.9%      3/15/2011          46.64
AMER GENL FIN              4.9%      3/15/2012          41.46
AMER GENL FIN             4.95%     11/15/2010          49.95
AMER GENL FIN                5%      9/15/2009          86.25
AMER GENL FIN                5%      1/15/2010          65.00
AMER GENL FIN                5%      6/15/2010          78.84
AMER GENL FIN                5%      9/15/2010          55.48
AMER GENL FIN                5%     10/15/2010          55.75
AMER GENL FIN                5%     11/15/2010          43.50
AMER GENL FIN                5%     12/15/2010          33.50
AMER GENL FIN                5%     12/15/2010          73.00
AMER GENL FIN                5%     12/15/2010          50.88
AMER GENL FIN                5%      1/15/2011          51.70
AMER GENL FIN                5%      1/15/2011          42.10
AMER GENL FIN                5%      3/15/2011          45.00
AMER GENL FIN                5%      6/15/2011          39.35
AMER GENL FIN                5%     10/15/2011          45.02
AMER GENL FIN                5%     12/15/2011          43.68
AMER GENL FIN              5.1%      6/15/2009          92.93
AMER GENL FIN              5.1%      9/15/2009          78.63
AMER GENL FIN              5.1%      9/15/2010          52.75
AMER GENL FIN              5.1%      3/15/2011          54.97
AMER GENL FIN              5.1%      1/15/2012          43.39
AMER GENL FIN             5.15%      6/15/2009          97.50
AMER GENL FIN             5.15%      9/15/2009          50.00
AMER GENL FIN              5.2%      6/15/2010          65.50
AMER GENL FIN              5.2%      9/15/2010          60.10
AMER GENL FIN              5.2%      5/15/2011          29.75
AMER GENL FIN              5.2%     12/15/2011          42.50
AMER GENL FIN              5.2%      5/15/2012          33.50
AMER GENL FIN             5.25%      6/15/2009          87.97
AMER GENL FIN             5.25%      6/15/2009          87.97
AMER GENL FIN             5.25%      7/15/2010          37.70
AMER GENL FIN             5.25%      4/15/2011          47.40
AMER GENL FIN             5.25%      6/15/2011          60.15
AMER GENL FIN              5.3%      6/15/2009          75.00
AMER GENL FIN             5.35%      6/15/2010          45.51
AMER GENL FIN             5.35%      7/15/2010          52.50
AMER GENL FIN             5.35%      9/15/2011          53.00
AMER GENL FIN            5.375%       9/1/2009          66.75
AMER GENL FIN            5.375%      10/1/2012          46.00
AMER GENL FIN              5.4%      6/15/2011          46.08
AMER GENL FIN              5.4%      6/15/2011          46.08
AMER GENL FIN             5.45%      9/15/2009          78.79
AMER GENL FIN             5.45%      6/15/2011          46.07
AMER GENL FIN             5.45%     10/15/2011          42.63
AMER GENL FIN              5.5%      6/15/2009          88.03
AMER GENL FIN              5.5%     12/15/2010          43.50
AMER GENL FIN              5.5%      4/15/2011          57.36
AMER GENL FIN              5.6%      6/15/2011          46.27
AMER GENL FIN            5.625%      8/17/2011          43.00
AMER GENL FIN             5.85%      9/15/2012          31.70
AMER GENL FIN                6%      7/15/2011          51.69
AMER GENL FIN             6.25%      7/15/2010          79.31
AMER GENL FIN             6.25%      7/15/2011          49.00
AMER GENL FIN             6.25%      7/15/2011          46.73
AMER GENL FIN             6.75%      7/15/2011          40.02
AMER GENL FIN             7.75%      9/15/2010          75.00
AMER GENL FIN             7.85%      8/15/2010          65.00
AMER GENL FIN              7.9%      9/15/2010          54.11
AMER GENL FIN                8%      8/15/2010          55.00
AMER GENL FIN              8.1%      9/15/2011          46.34
AMER GENL FIN            8.125%      8/15/2009          75.00
AMER GENL FIN             8.15%      8/15/2011          55.00
AMER GENL FIN              8.2%      9/15/2011          46.50
AMER GENL FIN            8.375%      8/15/2011          48.93
AMER GENL FIN             8.45%     10/15/2009          70.00
AMER MEDIA OPER          8.875%      1/15/2011          30.00
AMERICREDIT CORP          0.75%      9/15/2011          41.00
AMES TRUE TEMPER            10%      7/15/2012          41.00
AMR CORP                 10.13%      6/15/2011          47.75
AMR CORP                 10.42%      3/15/2011          60.00
AMR CORP                 10.45%      3/10/2011          52.00
ANTHRACITE CAP           11.75%       9/1/2027          19.94
ANTIGENICS                5.25%       2/1/2025          24.32
APPLETON PAPERS           9.75%      6/15/2014          22.50
ARCO CHEMICAL CO           9.8%       2/1/2020          17.00
ARCO CHEMICAL CO         10.25%      11/1/2010          17.50
ARVIN INDUSTRIES         7.125%      3/15/2009          96.50
ARVINMERITOR             8.125%      9/15/2015          22.00
ARVINMERITOR              8.75%       3/1/2012          26.00
ASARCO INC               7.875%      4/15/2013          23.50
ASHTON WOODS USA           9.5%      10/1/2015          19.50
AT HOME CORP            0.5246%     12/28/2018           0.06
ATHEROGENICS INC           1.5%       2/1/2012          11.00
AVENTINE RENEW              10%       4/1/2017          17.00
AVIS BUDGET CAR          7.625%      5/15/2014          26.94
AVIS BUDGET CAR           7.75%      5/15/2016          20.13
BANK NEW ENGLAND         9.875%      9/15/1999           5.38
BANKUNITED CAP           3.125%       3/1/2034           9.38
BARRINGTON BROAD          10.5%      8/15/2014          12.50
BEAZER HOMES USA         4.625%      6/15/2024          31.00
BEAZER HOMES USA           6.5%     11/15/2013          30.09
BEAZER HOMES USA         6.875%      7/15/2015          23.75
BEAZER HOMES USA         8.375%      4/15/2012          35.00
BEAZER HOMES USA         8.625%      5/15/2011          52.50
BELL MICROPRODUC          3.75%       3/5/2024          15.63
BELL MICROPRODUC          3.75%       3/5/2024          18.00
BON-TON DEPT STR         10.25%      3/15/2014          11.50
BON-TON DEPT STR         10.25%      3/15/2014          16.00
BORDEN INC               7.875%      2/15/2023           7.10
BORDEN INC               8.375%      4/15/2016           1.00
BORDEN INC                 9.2%      3/15/2021           7.00
BOWATER INC                6.5%      6/15/2013          13.50
BOWATER INC                  9%       8/1/2009          28.85
BOWATER INC              9.375%     12/15/2021          19.75
BOWATER INC                9.5%     10/15/2012          14.25
BRODER BROS CO           11.25%     10/15/2010          23.75
BROOKSTONE CO               12%     10/15/2012          48.50
BROOKSTONE CO               12%     10/15/2012          48.88
BUFFALO THUNDER          9.375%     12/15/2014           7.75
BURLINGTON COAT         11.125%      4/15/2014          33.00
CALLON PETROLEUM          9.75%      12/8/2010          52.33
CAPMARK FINL GRP         6.375%      5/10/2012          24.13
CARAUSTAR INDS            7.25%       5/1/2010          50.38
CARAUSTAR INDS           7.375%       6/1/2009          54.47
CCH I LLC                 9.92%       4/1/2014           1.50
CCH I LLC                   10%      5/15/2014           3.75
CCH I LLC                   10%      5/15/2014           9.00
CCH I LLC               11.125%      1/15/2014           2.50
CCH I/CCH I CP              11%      10/1/2015           9.00
CCH I/CCH I CP              11%      10/1/2015          10.50
CCH I/CCH I CP              11%      10/1/2015          35.00
CCH I/CCH I CP              11%      10/1/2015          35.00
CELL GENESYS INC         3.125%      11/1/2011          40.00
CELL THERAPEUTIC          5.75%     12/15/2011          14.50
CHAMPION ENTERPR          2.75%      11/1/2037          10.22
CHAMPION ENTERPR         7.625%      5/15/2009          91.00
CHAPARRAL ENERGY           8.5%      12/1/2015          23.50
CHAPARRAL ENERGY         8.875%       2/1/2017          23.50
CHARTER COMM HLD         9.625%     11/15/2009         102.50
CHARTER COMM HLD            10%      5/15/2011          12.98
CHARTER COMM HLD        11.125%      1/15/2011           5.06
CHARTER COMM INC           6.5%      10/1/2027           5.50
CHENIERE ENERGY           2.25%       8/1/2012          16.50
CIRCUS CIRCUS            7.625%      7/15/2013          10.00
CIT GROUP INC            3.375%       4/1/2009          97.57
CIT GROUP INC            4.125%      11/3/2009          89.50
CITADEL BROADCAS             4%      2/15/2011          40.25
CITIGROUP INC              6.2%      3/15/2009          99.58
CLAIRE'S STORES           9.25%       6/1/2015          19.94
CLAIRE'S STORES           10.5%       6/1/2017          16.75
CLEAR CHANNEL             4.25%      5/15/2009          68.57
CLEAR CHANNEL              4.4%      5/15/2011           9.25
CLEAR CHANNEL              4.5%      1/15/2010          28.00
CLEAR CHANNEL              4.9%      5/15/2015           7.50
CLEAR CHANNEL                5%      3/15/2012           8.50
CLEAR CHANNEL              5.5%      9/15/2014           7.60
CLEAR CHANNEL              5.5%     12/15/2016          13.40
CLEAR CHANNEL             5.75%      1/15/2013           8.81
CLEAR CHANNEL             6.25%      3/15/2011          12.00
CLEAR CHANNEL            6.875%      6/15/2018           9.00
CLEAR CHANNEL             7.25%     10/15/2027           6.75
CLEAR CHANNEL             7.65%      9/15/2010          64.00
CLEAR CHANNEL            10.75%       8/1/2016          15.13
CMP SUSQUEHANNA          9.875%      5/15/2014           2.00
COEUR D'ALENE             1.25%      1/15/2024          50.50
COLLEGIATE PAC            5.75%      12/1/2009          80.50
COLONIAL BANK                8%      3/15/2009          92.00
COMPUCREDIT              3.625%      5/30/2025          23.83
CONEXANT SYSTEMS             4%       3/1/2026          43.03
CONSTAR INTL                11%      12/1/2012           1.50
COOPER-STANDARD              7%     12/15/2012          12.00
COOPER-STANDARD          8.375%     12/15/2014          12.00
CREDENCE SYSTEM            3.5%      5/15/2010          25.00
DAYTON SUPERIOR             13%      6/15/2009          59.50
DECODE GENETICS            3.5%      4/15/2011           4.38
DECODE GENETICS            3.5%      4/15/2011           5.00
DELPHI CORP                6.5%      8/15/2013           1.00
DELPHI CORP               8.25%     10/15/2033           0.50
DEVELOPERS DIVER           3.5%      8/15/2011          46.75
DEX MEDIA INC                8%     11/15/2013           8.00
DEX MEDIA WEST           5.875%     11/15/2011          31.63
DEX MEDIA WEST             8.5%      8/15/2010          41.00
DEX MEDIA WEST             8.5%      8/15/2010          48.00
DEX MEDIA WEST           9.875%      8/15/2013          16.00
DOLE FOODS CO            8.625%       5/1/2009         100.00
DRIVETIME AUTO           11.25%       7/1/2013          45.00
DUANE READE INC           9.75%       8/1/2011          56.45
DUNE ENERGY INC           10.5%       6/1/2012          29.38
E*TRADE FINL                 8%      6/15/2011          39.75
ENERGY PARTNERS           9.75%      4/15/2014          29.75
ENERGY XXI GULF             10%      6/15/2013          39.25
EOP OPERATING LP             7%      7/15/2011          38.93
EPIX MEDICAL INC             3%      6/15/2024          32.50
EVERGREEN SOLAR              4%      7/15/2013          24.25
FGIC CORP                    6%      1/15/2034          10.50
FIBERTOWER CORP              9%     11/15/2012          28.88
FINISAR CORP               2.5%     10/15/2010          52.38
FINLAY FINE JWLY         8.375%       6/1/2012           6.46
FIRST DATA CORP            4.5%      6/15/2010          55.00
FIRST DATA CORP            4.7%       8/1/2013          25.12
FIRST DATA CORP          5.625%      11/1/2011          57.95
FLOTEK INDS               5.25%      2/15/2028          27.50
FONTAINEBLEAU LA            11%      6/15/2015           6.13
FORD HOLDINGS              9.3%       3/1/2030          22.00
FORD HOLDINGS            9.375%       3/1/2020          19.75
FORD MOTOR CO            6.375%       2/1/2029          16.13
FORD MOTOR CO              6.5%       8/1/2018          18.78
FORD MOTOR CO            6.625%      2/15/2028          14.00
FORD MOTOR CO            6.625%      10/1/2028          17.40
FORD MOTOR CO            7.125%     11/15/2025          14.21
FORD MOTOR CO              7.4%      11/1/2046          18.75
FORD MOTOR CO             7.45%      7/16/2031          18.05
FORD MOTOR CO              7.5%       8/1/2026          15.84
FORD MOTOR CO              7.7%      5/15/2097          16.00
FORD MOTOR CO             7.75%      6/15/2043          15.50
FORD MOTOR CO            8.875%      1/15/2022          17.25
FORD MOTOR CO              8.9%      1/15/2032          19.25
FORD MOTOR CO            9.215%      9/15/2021          20.00
FORD MOTOR CO              9.5%      9/15/2011          36.50
FORD MOTOR CO             9.95%      2/15/2032          16.00
FORD MOTOR CO             9.98%      2/15/2047          23.00
FORD MOTOR CRED            4.5%      3/20/2009          92.00
FORD MOTOR CRED            4.7%      4/20/2009          94.00
FORD MOTOR CRED            4.9%      5/20/2009          93.22
FORD MOTOR CRED            4.9%      9/21/2009          76.01
FORD MOTOR CRED            4.9%     10/20/2009          81.50
FORD MOTOR CRED              5%      8/20/2009          86.00
FORD MOTOR CRED              5%      9/21/2009          84.00
FORD MOTOR CRED              5%      9/21/2009          84.05
FORD MOTOR CRED              5%     10/20/2009          71.69
FORD MOTOR CRED              5%      1/20/2011          50.53
FORD MOTOR CRED              5%      2/22/2011          35.00
FORD MOTOR CRED            5.1%      8/20/2009          85.25
FORD MOTOR CRED            5.1%     11/20/2009          76.00
FORD MOTOR CRED            5.1%      2/22/2011          35.00
FORD MOTOR CRED           5.15%     11/20/2009          67.64
FORD MOTOR CRED           5.15%     11/20/2009          72.13
FORD MOTOR CRED           5.15%      1/20/2011          50.11
FORD MOTOR CRED            5.2%      3/21/2011          34.66
FORD MOTOR CRED            5.2%      3/21/2011          40.91
FORD MOTOR CRED           5.25%      1/20/2010          71.84
FORD MOTOR CRED           5.25%      2/22/2011          42.90
FORD MOTOR CRED           5.25%      3/21/2011          40.83
FORD MOTOR CRED           5.25%      3/21/2011          36.73
FORD MOTOR CRED            5.3%      3/21/2011          48.88
FORD MOTOR CRED            5.3%      4/20/2011          34.00
FORD MOTOR CRED           5.35%      5/20/2009          86.90
FORD MOTOR CRED           5.35%      2/22/2011          45.00
FORD MOTOR CRED            5.4%      6/22/2009          90.33
FORD MOTOR CRED            5.4%     12/21/2009          66.50
FORD MOTOR CRED            5.4%      1/20/2011          51.13
FORD MOTOR CRED            5.4%      9/20/2011          31.17
FORD MOTOR CRED            5.4%     10/20/2011          41.00
FORD MOTOR CRED           5.45%      4/20/2011          47.43
FORD MOTOR CRED           5.45%     10/20/2011          34.50
FORD MOTOR CRED            5.5%      1/20/2010          67.50
FORD MOTOR CRED            5.5%      2/22/2010          71.00
FORD MOTOR CRED            5.5%      2/22/2010          73.00
FORD MOTOR CRED            5.5%      2/22/2010          63.00
FORD MOTOR CRED            5.5%      4/20/2011          53.00
FORD MOTOR CRED            5.5%      9/20/2011          37.00
FORD MOTOR CRED           5.55%      6/21/2010          61.29
FORD MOTOR CRED           5.55%      8/22/2011          42.00
FORD MOTOR CRED           5.55%      9/20/2011          41.00
FORD MOTOR CRED            5.6%      4/20/2011          33.00
FORD MOTOR CRED            5.6%      8/22/2011          30.63
FORD MOTOR CRED            5.6%      9/20/2011          31.59
FORD MOTOR CRED            5.6%     11/21/2011          44.00
FORD MOTOR CRED            5.6%     11/21/2011          40.00
FORD MOTOR CRED           5.65%     12/20/2010          48.50
FORD MOTOR CRED           5.65%      7/20/2011          33.00
FORD MOTOR CRED           5.65%     11/21/2011          30.89
FORD MOTOR CRED           5.65%     12/20/2011          44.00
FORD MOTOR CRED            5.7%      1/15/2010          74.00
FORD MOTOR CRED            5.7%      3/22/2010          62.35
FORD MOTOR CRED            5.7%      5/20/2011          47.45
FORD MOTOR CRED            5.7%     12/20/2011          45.50
FORD MOTOR CRED           5.75%      1/20/2010          66.14
FORD MOTOR CRED           5.75%      3/22/2010          70.00
FORD MOTOR CRED           5.75%      6/21/2010          67.75
FORD MOTOR CRED           5.75%     10/20/2010          49.83
FORD MOTOR CRED           5.75%     12/20/2011          35.94
FORD MOTOR CRED           5.75%      2/20/2014          24.00
FORD MOTOR CRED            5.8%     11/22/2010          51.82
FORD MOTOR CRED            5.8%      8/22/2011          49.02
FORD MOTOR CRED           5.85%      5/20/2010          52.15
FORD MOTOR CRED           5.85%      6/21/2010          51.59
FORD MOTOR CRED           5.85%      7/20/2010          58.20
FORD MOTOR CRED           5.85%      1/20/2012          40.59
FORD MOTOR CRED            5.9%      7/20/2011          42.00
FORD MOTOR CRED           5.95%      5/20/2010          60.08
FORD MOTOR CRED              6%      2/22/2010          58.74
FORD MOTOR CRED              6%      6/21/2010          50.00
FORD MOTOR CRED              6%     10/20/2010          46.41
FORD MOTOR CRED              6%     10/20/2010          48.50
FORD MOTOR CRED              6%      1/20/2012          43.00
FORD MOTOR CRED              6%      1/21/2014          26.00
FORD MOTOR CRED              6%      3/20/2014          29.00
FORD MOTOR CRED              6%      3/20/2014          29.00
FORD MOTOR CRED              6%      3/20/2014          29.75
FORD MOTOR CRED              6%      3/20/2014          24.50
FORD MOTOR CRED              6%     11/20/2014          21.90
FORD MOTOR CRED           6.05%      7/20/2010          58.00
FORD MOTOR CRED           6.05%      9/20/2010          47.28
FORD MOTOR CRED           6.05%      6/20/2011          42.90
FORD MOTOR CRED           6.05%      4/21/2014          23.85
FORD MOTOR CRED           6.05%     12/22/2014          20.71
FORD MOTOR CRED            6.1%      6/20/2011          32.00
FORD MOTOR CRED           6.15%      7/20/2010          48.91
FORD MOTOR CRED           6.15%      9/20/2010          62.00
FORD MOTOR CRED           6.15%      5/20/2011          32.00
FORD MOTOR CRED            6.2%      5/20/2011          38.69
FORD MOTOR CRED            6.2%      6/20/2011          48.00
FORD MOTOR CRED            6.2%      4/21/2014          26.00
FORD MOTOR CRED           6.25%      6/20/2011          33.50
FORD MOTOR CRED           6.25%      6/20/2011          33.51
FORD MOTOR CRED           6.25%     12/20/2013          26.00
FORD MOTOR CRED           6.25%      4/21/2014          30.00
FORD MOTOR CRED           6.25%      1/20/2015          23.25
FORD MOTOR CRED            6.3%      5/20/2010          68.25
FORD MOTOR CRED            6.3%      5/20/2014          27.50
FORD MOTOR CRED           6.35%      9/20/2010          56.00
FORD MOTOR CRED           6.35%      9/20/2010          53.80
FORD MOTOR CRED           6.35%      4/21/2014          26.00
FORD MOTOR CRED            6.5%      8/20/2010          48.50
FORD MOTOR CRED            6.5%     12/20/2013          32.18
FORD MOTOR CRED            6.5%      2/20/2015          22.49
FORD MOTOR CRED           6.55%      8/20/2010          51.19
FORD MOTOR CRED           6.65%     10/21/2013          26.99
FORD MOTOR CRED           6.65%      6/20/2014          21.81
FORD MOTOR CRED           6.75%     10/21/2013          32.00
FORD MOTOR CRED           6.75%      6/20/2014          22.75
FORD MOTOR CRED            6.8%      6/20/2014          24.00
FORD MOTOR CRED            6.8%      6/20/2014          30.00
FORD MOTOR CRED           6.85%      9/20/2013          29.12
FORD MOTOR CRED           6.85%      5/20/2014          30.00
FORD MOTOR CRED           6.85%      6/20/2014          30.00
FORD MOTOR CRED           6.95%      4/20/2010          53.03
FORD MOTOR CRED           6.95%      5/20/2014          29.00
FORD MOTOR CRED              7%      8/15/2012          31.00
FORD MOTOR CRED           7.05%      9/20/2013          33.86
FORD MOTOR CRED            7.1%      9/20/2013          23.30
FORD MOTOR CRED            7.1%      9/20/2013          22.18
FORD MOTOR CRED           7.25%      3/22/2010          61.07
FORD MOTOR CRED           7.35%      3/20/2015          25.75
FORD MOTOR CRED          7.375%     10/28/2009          80.50
FORD MOTOR CRED          7.375%       2/1/2011          60.75
FORD MOTOR CRED            7.5%      4/25/2011          43.00
FORD MOTOR CRED            7.5%      8/20/2032          18.50
FORD MOTOR CRED          7.875%      6/15/2010          65.40
FORD MOTOR CRED          8.625%      11/1/2010          64.00
FORD MOTOR CRED           9.75%      9/15/2010          69.00
FORD MOTOR CRED          9.875%      8/10/2011          59.38
FOX ACQUISITION         13.375%      7/15/2016          32.75
FRANKLIN BANK                4%       5/1/2027           1.38
FREESCALE SEMICO         8.875%     12/15/2014          18.00
FREESCALE SEMICO         8.875%     12/15/2014          29.75
FREESCALE SEMICO        10.125%     12/15/2016          28.25
FREESCALE SEMICO        10.125%     12/15/2016          15.00
FRONTIER AIRLINE             5%     12/15/2025          17.50
G-I HOLDINGS                10%      2/15/2006           1.60
GENCORP INC               2.25%     11/15/2024          42.00
GENCORP INC                  4%      1/16/2024          67.50
GENERAL MOTORS            6.75%       5/1/2028          12.50
GENERAL MOTORS           7.125%