TCR_Public/090309.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 9, 2009, Vol. 13, No. 67

                            Headlines


ABITIBIBOWATER INC: DBRS Assigns Default Recovery Ratings
ACCURIDE CORP: Bank Debt Sells at Substantial Discount
AF EVANS: Files for Chapter 11 Bankruptcy Protection
AF EVANS: Case Summary & 18 Largest Unsecured Creditors
AF EVANS: Interests in "Coventry Park" to be Auctioned April 6

AFFILIATED COMPUTER: Fitch Affirms 'BB' Issuer Default Rating
AMERICAN ACHIEVEMENT: S&P Raises Corporate Credit Rating to CCC+
AMERICAN COMMUNITY MUTUAL: Cut to Non-Investment Grade by AM Best
AMERICAN INTERNATIONAL: Racing Against Time to Divide Business
AMERICAN INT'L: Bailout Beneficiaries Include Two Dozen Firms

ASARCO LLC: Agrees to Sell Operate Assets to Sterlite for $1.7-Bil
ASARCO LLC: Agree to Creditors Panel's Retention of Exponent
ASARCO LLC: Seeks to Terminate Wachovia Letter of Credit
ATP OIL: Bank Debt Gains in Secondary Market Trading
AZTECA MOBILE: Files for Chapter 7 Bankruptcy, Owes $22.3 Million

BANK OF NEW YORK: Moody's Upgrades Rating on Class B Bond to 'B3'
BARNEY'S NEW YORK: S&P Gives Neg. Outlook; Affirms 'B-' Rating
BARZEL INDUSTRIES: S&P Puts 'B' on Neg. Watch Due to Weak Market
BEARINGPOINT INC: Sec. 341(a) Meeting of Creditors on March 24
BEARINGPOINT INC: Proposes Weil Gotshal Lead Bankruptcy Counsel

BEARINGPOINT INC: Endorses Greenhill & Co as Financial Advisor
BEARINGPOINT INC: Taps Fragomen Del Rey as Immigration Counsel
BEARINGPOINT INC: Wants Sheppard Mullin as Special Counsel
BERNARD L. MADOFF: Owner Waives Right to Jury Review on Charges
BETHANY GROUP: Affiliates File for Chapter 11 Bankruptcy

BH S&B: Court Sets March 30 Deadline for Filing Proofs of Claim
BLOCKBUSTER INC: Bank Debt Continues Slide; Sells at Near 35% Off
BRODER BROS: Hiring of Financial Advisor Cues S&P's Junk Rating
CANWEST MEDIA: DBRS Junks Issuer and Debt Ratings
CAPMARK FINANCIAL: S&P Puts 'B+' Rating on Negative Watch

CARLOS JUSTO: Files for Personal Bankruptcy in Florida
CC MEDIA: S&P Affirms 'B-' Long-Term Corporate Credit Rating
CENGAGE LEARNING: Moody's Cuts Rating on $1.22 Bil. Notes to Caa2
CHARTER COMMUNICATIONS: Bank Debt Sells at Substantial Discount
CHINATOWN BLOSSOM: Case Summary & Six Largest Unsecured Creditors

CITIGROUP INC: DBRS Cuts Preferred Shares Rating to 'D'
CLINT BALLINGER: Files Chapter 13; Evident Tech Not Part of Filing
COMFORT CO: Emerges From Chapter 11 Bankruptcy
COMMSCOPE INC: S&P Puts 'BB-' Corporate Rating on Negative Watch
COMMUNITY HEALTH: Bank Debt Sells at Substantial Discount

CONGOLEUM CORP: Court Stays Dismissal Order Pending Appeal
CONSECO INC: A.M. Best Cuts Ratings to Non-Investment Grade
CST INDUSTRIES: S&P Changes Outlook to Negative; Holds 'B' Rating
DANA CORP: Bank Debt Continues Slide in Secondary Market Trading
DANA CORP: Silver Point Discloses 10.1% Equity Stake

DANA CORP: Sues Insurance Companies Over $7.4 Million Losses
DELPHI CORP: Seeks Court Nod for Sale of Steering Biz to GM
DELTA PETROLEUM: Moody's Pares Rating on $150 Mil. Notes to 'Ca'
DENISE BANKSTON: Case Summary & 18 Largest Unsecured Creditors
DEXIA MEDIA EAST: Bank Debt Sells at 55% Off Secondary Market

DOLE FOOD: S&P Assigns 'B-' Rating on $325 Million 2014 Notes
DOMTAR CORP: S&P Changes Outlook to Negative; Affirms 'BB' Rating
EASTMAN KODAK: S&P Downgrades Corporate Credit Rating to 'B-'
ECLIPSE AVIATION: Now in Ch. 7 Liquidation After Botched Sale
EQUITRUST LIFE: A.M. Best Cuts FS Rating to Non-Investment Grade

EUROFRESH INC: Moody's Downgrades Corporate Family Rating to 'Ca'
EVERYTHING BUT WATER: Organizational Meeting to Form Panel Today
EXCHANGE INSURANCE: A.M. Best Cuts Fin'l Strength Rating to Weak
EZEQUIEL ALCALA: Voluntary Chapter 11 Case Summary
FAIRPOINT COMMUNICATIONS: Bank Debt Sells at 47% Discount

FIRST INDUSTRIAL REALTY: Moody's Cuts Senior Unsecured Ratings
FORD MOTOR: Restructuring Has No Immediate Impact on DBRS Ratings
FREEDOM BANK: Georgia Regulators Appoint FDIC as Receiver
G.I. JOE'S: Aims to Keep Going Concern Value; Must Sell in 30 Days
G.I. JOE'S: Case Summary & 28 Largest Unsecured Creditors

G.I. JOE'S: Organizational Meeting to Form Panel on March 16
GAP INC: Moody's Withdraws 'Ba1' Corporate Family Rating
GENERAL MOTORS: Hires Three Law Firms to Advise European Units
GENERAL MOTORS: Canadian Union Agrees to Concessions With Firm
GREAT REPUBLIC LIFE: A.M. Best Affirms & Withdraws Weak Ratings

GSCP LP: Projected Low Earnings Cue Moody's Junk Rating from 'B3'
HALLWOOD ENERGY: Gets Interim Okay to Use Cash Collateral
HILL SWIM: In Foreclosure; Owes Over $9,000 in Property Taxes
HAROLD TREGO: Meeting to Form Creditors' Panel on March 17
HCA INC: Bank Debt Continues Slide in Secondary Market Trading

HOMEGOLD FINANCIAL: Jack Sterling Guilty of Deceiving Investors
HUDSON PRODUCTS: Moody's Gives Negative Outlook; Holds B1 Rating
HUGH BROOKS: Voluntary Chapter 11 Case Summary
INDALEX HOLDING: Missed Interest Payment Cues Moody's 'D' Rating
INDIANAPOLIS DOWNS: Moody's Downgrades Corporate Rating to 'Caa2'

INDIGO JOE'S: Files for Chapter 11 Bankruptcy Protection
INSIGHT HEALTH: Refinancing Cues S&P's Rating Downgrade to 'CCC'
INTERPUBLIC GROUP: S&P Gives Stable Outlook; Affirms 'B+' Rating
JAMES CROMWELL: Voluntary Chapter 11 Case Summary
JAY HOSTETTER: Voluntary Chapter 11 Case Summary

JOSEPH PREBUL: Trustee to Reveal Possible Bidders for Dealerships
JOURNAL REGISTER: Proposes Management Bonuses if 450 More Jobs Cut
JOURNAL REGISTER: "Golden Parachute" for Chief Exec. Questioned
JOURNAL REGISTER: Shareholder R. Freeman Wants to Probe Finances
LAWRENCE-MCFADDEN: Meeting to Form Creditors' Panel on March 13

LEAR CORP: Trading in Bank Debt Continues Slide; Now Near 70% Off
LEHMAN BROTHERS: Elliott Associates May Force Hedging
LEHMAN BROTHERS: Alvarez & Marsal Queries Barclays on Funds
LEVEL 3: Moody's Confirms Corporate Family Rating at 'Caa1'
LIBERTY MEDIA: DBRS Halts Ratings; May Have Dropped to "BB"

LYONDELL CHEMICAL: Inks Amendment to Credit Agreements
LYONDELL CHEMICAL: Gets Go-Signal to Use Cash Collateral
LYONDELL CHEMICAL: Gets Green Light to Hire Cadwalader as Counsel
LYONDELL CHEMICAL: Seeks to Tap Blank Rome as Special Counsel
LYONDELL CHEMICAL: Seeks to Tap Gardere Wynne as Special Counsel

MAGNA ENTERTAINMENT: May Sell Three More Horse Race Tracks
M/I HOMES: Moody's Downgrades Corporate Family Rating to 'B3'
MANITOWOC CO: Bank Debt Continues Slide; Trades at Near 30% Off
MASONITE INT'L: Buy-Out Deal May Cost KKR $650 Million
MICHAELS STORES: Bank Debt Continues Slide; Now Sells at 45% Off

MME LLC: Case Summary & 11 Largest Unsecured Creditors
MORGAN STANLEY: S&P Downgrades Rating on $3 Mil. Notes to 'C'
MOVIE GALLERY: Plan Trustee Files Avoidance Suit vs. 22 Vendors
NASDAQ OMX: Moody's Affirms Corporate Family Rating at 'Ba1'
NAT'L STATES INSURANCE: A.M. Best Cuts FS Rating to Marginal

NEIMAN MARCUS: Bank Debt Continues Slide; Sells at Near 40% Off
NORTEL NETWORKS: Union Slams Firm for Reneging on Severance
NOVA CHEMICALS: DBRS Puts 'B(high)' Ratings Under Review
OXFORD INDUSTRIES: S&P Puts 'BB-' Rating on Negative CreditWatch
PARTY CITY: Case Summary & 20 Largest Unsecured Creditors

PILGRIM'S PRIDE: Seeks June 29 Extension of Lease Decision Period
PILGRIM'S PRIDE: Court Extends Removal Deadline Amid Objections
PILGRIM'S PRIDE: Inks Amendment to $450-Million DIP Facility
PRIMUS GUARANTY: Moody's Downgrades Senior Debt Rating to 'B2'
PS RACQUET: Vineyard Bank Allowed to Foreclose on Calif. Property

QIMONDA NA: Wants to Hire Alvarez & Marsal as Financial Advisor
REDCORP VENTURES: Voluntary Chapter 15 Case Summary
REGAL JETS: Organizational Meeting to Form Panel on March 16
RESORTS ATLANTIC: Column Financial Can Foreclose on Firm
ROBBINS BROS: Can Access Cash Collateral on Interim Basis

ROBBINS BROS: Organizational Meeting to Form Panel on March 12
SEARS CANADA: DBRS Confirms Issuer Rating at 'BB'
SECURITY BENEFIT: A.M. Best Cuts Ratings to Non-Investment Grade
SENSATA TECHNOLOGIES: Moody's Downgrades Default Rating to 'Caa3'
SHERRITT INT'L: DBRS Cuts Debt Rating to BB (high)-Negative

SLOVENE NATIONAL: A.M. Best Cuts Ratings to Non-Investment Grade
SLS INTERNATIONAL: Meeting to Form Creditors' Panel on March 17
SLS INT'L: To Convert Reorganization Case to Liquidation
SMART BALANCE: Moody's Gives Negative Outlook; Keeps 'B1' Rating
SMITTY'S BUILDING: March 31 Deadline to File Proofs of Claim Set

SMURFIT-STONE CONTAINER: Fitch Withdraws D Issuer Default Rating
SPANSION INC: May Use Cash Collateral Until March 23
SPANSION INC: Organizational Meeting to Form Panel on March 12
SPANSION INC: To Know Bankruptcy Exit Plan in 30 Days
STANFORD INT'L: SEC Sued By Investors for Freezing Accounts

STAR TRIBUNE: Matrix Says Union Not Blocking Reorganization
STONE ENERGY: S&P Changes Outlook to Negative; Affirms 'B' Rating
SUNWEST MANAGEMENT: May File for Chapter 11 Bankruptcy Protection
TELEPLUS WORLD: Files for Chapter 11 Bankruptcy in Florida
TELEPLUS WORLD: Case Summary & 17 Largest Unsecured Creditors

TOUSA INC: Creditors Panel Seeks Standing to Sue Former Directors
TOUSA INC: Court Extends Exclusivity Periods to June 22
TOUSA INC: Files Lawsuit Against SunTrust & Homeowners
TOUSA INC: Gets Permission to Sell Partnership Stake to Lennar
TROPICANA ENTERTAINMENT: Plans Going to Creditors for Vote

U.S. MORTGAGE: Meeting to Form Creditors' Panel on March 11
UNITED AIR: Bank Debt Sells at 50% Discount in Secondary Market
UNITED AMERICA: A.M. Best Assigns BB+ Rating on Preferred Stock
UNITED METHODIST: S&P Puts Stable Outlook on Bonds' BB+ Rating
US FOODSERVICE: Bank Debt Sells at 40% Off in Secondary Market

VALASSIS COMMUNICATIONS: Bank Debt Sells at 28% Discount
VINCENT PITTS: Voluntary Chapter 11 Case Summary
VISTEON CORP: Slide Continues; Bank Debt Sells at 84% Discount
VPB LLC: Lender Sets March 20 Auction of Village Place
W.R. GRACE: Failed to Disclose Asbestos in Libby, Says Witness

WEST CORP: Bank Debt Sells at 30% Discount in Secondary Market
WHITE MOUNTAINS: A.M. Best Affirms "bb" Preferred Stock Rating
WILDWOOD INDUSTRIES: Involuntary Chapter 11 Case Summary
YANKEE CANDLE: Bank Debt Halts Slide, Sells at 38% Discount

* 2006 Law Hurts Online Gambling Sites
* A.M. Best Keeps Stable Outlook on U.S. Commercial Lines Market
* A.M. Best: 2009 Global Non-Life Reinsurance Outlook Is Stable

* Autopart Makers' Bank Debt Continues Slump in Secondary Market
* House Passes "Cram Down" Legislation for Troubled Homeowners
* Retailers' Bank Debt Continues Slump in Secondary Market

* BOND PRICING -- For Week From March 2 - 6, 2009


                            *********

ABITIBIBOWATER INC: DBRS Assigns Default Recovery Ratings
---------------------------------------------------------
Dominion Bond Rating Service on March 3, 2009, assigned default
recovery ratings of RR1 to the secured debt of Abitibi
Consolidated Company of Canada and RR4 to the unsecured debt of
Abitibi Consolidated Inc. (Abitibi) and subsidiary companies.
DBRS has also assigned default recovery ratings of RR1 to the
secured debt of Bowater Inc. (Bowater) and subsidiaries and RR5 to
the unsecured debt of Bowater Inc. and subsidiaries.

Pursuant to DBRS's Leveraged Finance Rating Methodology, default
ratings are the result of hypothetically stressing the Company's
operations to the point of default, assessing the market value of
the company as a going concern at the point of default, and then
calculating the likelihood of recovering the company's secured and
unsecured debt.  A RR1 recovery rating anticipates a recovery of
90% to 100% of the principal, a RR4 recovery rating 30% to 50%,
and a RR5 recovery rating 10% to 30%.

The ratings of AbitibiBowater Inc. and its subsidiary companies
remain Under Review with Negative Implications, where they were
placed on October 30, 2008, due to the refinancing risk facing the
Company over the near term, the direct result of the ongoing
global credit crisis and deteriorating industry fundamentals.
DBRS is concerned that substantial debt maturities and limited
cash availability may adversely affect ABH's ability to
successfully refinance debt maturities in the next 12 months.

The successful completion of a recently announced exchange offer
of second and third lien notes and the new issue of first lien
notes by Bowater Finance would eliminate the near-term refinancing
risk of one of ABH's subsidiaries.  However, Abitibi-Consolidated
Company of Canada still has a $347 million term loan due the end
of March 2009, and a successful refinancing or repayment of this
loan would be required to remove the Under Review with Negative
Implications designation.  The successful completion of the
Bowater exchange offer would also necessitate a change in
Bowater's recovery rating.

The outlook for newsprint, market pulp and lumber markets, the key
drivers of ABH's earnings and cash flows, remains bleak.  The rate
of decline in North American newsprint consumption has increased
in recent months and will require aggressive production
curtailments to support current product prices.  Failure to keep
supply close to demand would trigger another downward trend in
prices that would negatively impact earnings and cash flows.  In
addition, reduced global economic activity has lowered demand for
all paper and packaging products and the associated raw material,
market pulp.  Rapidly rising pulp inventories have negatively
impacted pulp prices, a condition that is expected to be
maintained through H12009, adding further pressure on corporate
earnings.  As a result, the near-term profitability outlook for
ABH is negative as the benefits of a weaker Canadian dollar and
stable, albeit low, lumber demand and prices (lumber demand and
prices are close to trough levels for this cycle) are outweighed
by the negative influence of weaker pulp and newsprint markets.
ABH's credit profile is expected to worsen from 2008 levels.

Rating actions:

   (1) Issuer: Abitibi-Consolidated Company of Canada
       Senior Secured Notes
       UR-Neg. B (high) --
       Recovery Rating: RR1

   (2) Issuer: Abitibi-Consolidated Company of Canada
       Senior Secured Term Loan
       UR-Neg. B (high) --
       Recovery rating: RR1

   (3) Issuer: Abitibi-Consolidated Company of Canada
       Notes
       UR-Neg. CCC (high) --
       Recovery rating: RR4

   (4) Issuer: Abitibi-Consolidated Company of Canada
       Senior Unsecured Exchange Notes
       UR-Neg. CCC (high) --
       Recovery rating: RR4

   (5) Issuer: Abitibi-Consolidated Inc.
       Issuer Rating
       UR-Neg. CCC (high) --

   (6) Issuer: Abitibi-Consolidated Inc.
       Senior Unsecured Debt
       UR-Neg. CCC (high) --
       Recovery rating: RR4

   (7) Issuer: Bowater Canadian Forest Products Inc.
       Senior Debentures
       UR-Neg. CCC (high) --
       Recovery rating: RR5

   (8) Issuer: Bowater Inc.
       Issuer Rating
       UR-Neg. CCC (high) --

   (9) Issuer: AbitibiBowater Inc.
       Issuer Rating
       UR-Neg. CCC --


ACCURIDE CORP: Bank Debt Sells at Substantial Discount
------------------------------------------------------
Participations in a syndicated loan under which Accuride is a
borrower traded in the secondary market at 62.00 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 5.60 percentage points from
the previous week, the Journal relates.  The loan matures on
January 6, 2012.  Accuride pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's.
It carries a junk rating by Standard & Poor's.

As reported by the Troubled Company Reporter on January 29, 2009,
Accuride bank debt traded in the secondary market at 69.00 cents-
on-the-dollar, an increase of 1.83 percentage points from the
previous week.  The bank debt used to carry Moody's B2 rating and
Standard & Poor's B- rating.

Syndicated loans of other auto parts suppliers also trade at
substantial discount in the secondary market during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.

Participations in a syndicated loan under which Dana Corp. is a
borrower traded at 28.71 cents-on-the-dollar, a drop of 1.71
percentage points from the previous week.  The loan matures on
January 31, 2015.  Dana Corp. pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.

Visteon Corp. bank debt traded at 16.07 cents-on-the-dollar, a
drop of 1.64 percentage points from the previous week.  The loan
matures on May 30, 2013.  Visteon pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.

Lear Corp. bank debt traded in the secondary market at 31.17
cents-on-the-dollar, a drop of 3.40 percentage points from the
previous week.   The loan matures on March 29, 2012.  Lear Corp.
pays 250 basis points above LIBOR to borrow under the facility.
The bank debt is not rated.

                        About Accuride Corp.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components.  Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.  Revenues in 2007 were approximately $1.0
billion.


AF EVANS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Blanca Torres at San Francisco Business Times reports that A.F.
Evans Co. in Oakland said that it has sought bankruptcy protection
under Chapter 11 due to dropping house prices and the credit
crunch.

Business Times quoted A.F. Evans CEO and Chairperson Art Evans,
who also started the business, as saying, "The total collapse of
the condo market and a couple other things that happened
overwhelmed this company.  We're not happy to (file for
bankruptcy).  We've been trying to sell properties to pay off
debts for two years...  This gives us time, it's all it does."
Business Times states that the bankruptcy filing won't affect AF
Evans' property management or senior housing subsidiaries.

According to Business Times, A.F. Evans estimated that it has over
$50 million in debts and that it will raise $35 million from
selling properties and a portion of its interests in some
properties.

Business Times relates that A.F. Evans has three projects going
through the entitlement process in San Francisco, which has cost
the firm millions in fees and holding expenses.  The report quoted
Mr. Evans as saying, "We saw the problem coming.  We would have
worked our way through it had the market had not completely
collapsed....  Going forward, we will be focused on property
management, assisted living and on doing affordable housing.  I
will stay with the company until it's on its feet and emerges from
bankruptcy healthy."

AF Evans won't lay off any of its 550 workers, Business Times
states.  Development arm, A.F. Evans Development Inc., will keep
looking for projects in the Bay Area, according to the report.

A.F. Evans Co. is a developer in Oakland.


AF EVANS: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: A.F. Evans Company, Inc.
        1000 Broadway, Ste. 300
        Oakland, CA 94607

Bankruptcy Case No.: 09-41727

Type of Business: The Debtor is a property developer.
                  See: http://www.afevans.com/

Chapter 11 Petition Date: March 5, 2009

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Eric A. Nyberg, Esq.
                  e.nyberg@kornfieldlaw.com
                  Kornfield, Nyberg, Bendes and Kuhner
                  1999 Harrison St. #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000

Estimated Assets: Less than $50,000

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Key Bank                                         $10,861,539
PO Box 94831
Cleveland, OH 44101-4831

Union Bank                                       $10,000,000
PO Box 30115
Los Angeles, CA 90030

US Bank                                          $9,054,101
PO Box 790401
St. Louis, MO 63179

MW Housing Partners                              $8,637,394
1301 5th Ave, Ste 3100
Seattle, WA 98101

Trinity Housing Foundation                       $7,138,385
65 Civic Dr
Pittsburg, CA 94565

Cushman King Investors LLP                       $3,000,000
1801 Oakland Blvd, #200
Walnut Creek, CA 94596

Central Valley                                   $1,574,963
Community Bank
7100 N financial Dr., Suite 101
Fresno, CA 93720

William McClure                                  $1,030,715
66 Balboa Ave.
San Rafael, CA 94901

James E. Roberts Obayashi                        $827,507
Corp
20 Oak Court
Danville, CA 94526

Alan Greenwald                                   $822,559
1745 Vallejo St.
San Francisco, CA 94123

AICCO, Inc.                                      $723,125
1630 E. Shaw Ave., Suite 160
Fresno, CA 93710

Citizens Housing Corporation                     $499,196

Pyatok Architects, Inc.                          $478,245

Quintin McMahon                                  $452,910

Cathay Bank Washington Lending                   $350,000
Division

John Rimbach                                     $335,365

John Robertson                                   $328,534

Rjc & Associates Inc.                            $148,800

The petition was signed by Richard A Bell, executive vice
president.


AF EVANS: Interests in "Coventry Park" to be Auctioned April 6
--------------------------------------------------------------
CP III Evans, LLC, as secured creditor, disclosed in a legal
notice that it will hold a public auction on Monday, April 6,
2009, at 10:00 a.m. Pacific Time at the offices of Manatt, Phelps
& Phillips, LLP, One Embarcadero Center, 30th Floor, San
Francisco, California 94111 of these ownership interests:

  a) a 62.802% Class B membership interest of A.F. Evans Company,
     Inc. in Coventry Park, LLC, which interest is subject to the
     senior security interest of Cushrex/Coventry Investors,
     L.P.;

  b) a 5.314% Class B membership interest of Arthur F. Evans in
     Coventry Park, LLC;

c) a 100% ownership interest of A.F. Evans in 1550 Sutter, Inc.

The sale will occur pursuant to the applicable provisions of the
Uniform Commercial Code and the Pledge and Security Agreements in
favor of secured creditor covering each interest in connection
with a $3,000,000 loan made to the borrower.  All interests relate
to the ownership interest of an assisted living facility located
at 1550 Sutter Street, San Francisco, California, commonly known
as "Coventry Park".

The interests will be sold on an "as is, with all faults" basis.

Final bids must be submitted and received by April 6, 2009, at
10:00 a.m. Pacific Time to:

     Manatt, Phelps & Phillips, LLP
     Attention: Marv Pearlstein, Esq.
     Fax: (415) 291-7511

For more information, please fax Otten, Johnson, Neff & Ragonetti,
P.C., attorneys for CP III, Attention: Michael Westover, Esq., or
Andrew Schwatz, Esq., at (303) 825-6525.  The fax must include the
name of the party interested in bidding and the name, e-mail
address and address of the person from such party that CP III can
contact.

Blanca Torres of the San Francisco Business times reported
March 7, 2009, that A.F. Evans Company has filed for Chapter 11
bankruptcy.

"The total collapse of the condo market and a couple other things
that happened overwhelmed this company," said Art Evans, chief
executive and chairman of the company.  "We're not happy to (file
for bankruptcy).  We've been trying to sell properties to pay off
debts for two years . This gives us time, it's all it does."

According to the report, the company said the filing will not
affect its property or senior housing subsidiaries.  The company
is not planning any layoffs.

Based in Oakland, Calif., A.F. Evans Company, Inc. --
http://www.afevans.com/-- is a subdivider/developer of real
estate.


AFFILIATED COMPUTER: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Affiliated
Computer Services, Inc. to Positive and affirmed the ratings:

  -- Issuer Default Rating at 'BB';
  -- Senior secured revolving credit facility at 'BB';
  -- Senior secured term loan at 'BB';
  -- Senior notes at 'BB-'.

Approximately $3.4 billion of debt, including the $1 billion
revolving credit facility, is affected by Fitch's action.

The Positive Outlook reflects:

  -- The demonstrated resiliency of ACS' business model to the
     current U.S. recession, given the company's solid financial
     results for calendar 2008, including revenue, EBITDA and
     free cash flow growth of approximately 7%, 5% and 9%,
     respectively.

  -- Strong new contract bookings growth of 31% in calendar 2008
     and record new business pipeline of $2.1 billion at year-end,
     both of which are key drivers of future revenue growth. ACS'
     pipeline also includes new opportunities in the U.S. federal
     market following the expiration of a non-competition
     agreement with Lockheed Martin Corporation in November 2008.

  -- Greatly reduced event risk in terms of debt-financed share
     repurchases due to the expiration on March 20, 2009 of an
     uncommitted term loan accordion feature with $2 billion
     remaining that served as ACS' primary funding vehicle for
     prior debt-financed share repurchases. Fitch expects no
     further term loan borrowings prior to expiration.

  -- Fitch's belief that the terms of the credit agreement also
     diminish future event risk associated with significant debt-
     financed share repurchases and/or acquisitions until the
     $1.8 billion term loan due March 2013 is repaid, including:

  -- Mandatory prepayments equal to 100% of the net proceeds from
     any permitted debt issuance, excluding refinancing of the
     existing senior notes;

-- Maximum senior leverage ratio of 2.25 times (x) compared
   with Fitch's estimate of approximately 2x at Dec. 31, 2008;
   and

  -- Revolver borrowings for share repurchases are limited to a
     maximum of $350 million and any borrowings require minimum
     liquidity of $300 million, which is based on the summation
     of cash in excess of $50 million, if any, plus borrowings
     available under the revolving facility, prior to and after
     the revolver is drawn.

The ratings are supported by ACS':

  -- Consistent FCF due to a significant recurring revenue base
     from long-term outsourcing contracts (85% of total revenue);

  -- Diverse business lines, several of which are insulated or
     countercyclical to U.S. economic growth, with minimal
     exposure (5%-10% of revenue) to discretionary IT spending,
     such as consulting;

  -- Solid growth prospects for the business process outsourcing
     services market (75% of total revenue); and

  -- Geographically diverse offshore delivery model that reduces
     the effect of currency fluctuations and/or salary inflation
     in individual offshore markets.

Rating concerns center on:

  -- ACS' acquisitive nature, which could be partially debt-
     financed going forward, partly offset by an average deal
     size of $50 million - $100 million;

  -- Operating profit pressures in the Government segment due
     primarily to declines in electronic toll processing volume
     and project-based work in the transportation business (13%
     of total revenue);

  -- The ongoing Securities and Exchange Commission (SEC) and
     Department of Justice investigations relating to historical
     stock option grants, and several lawsuits relating to the
     attempted buyout transaction by founder and chairman Darwin
     Deason and Cerberus in 2007.

The rating of 'BB-' for the senior notes incorporates the fact
that the secured credit facilities have the sole rights to ACS'
accounts receivable, which represented approximately 23% of total
assets and 44% of tangible assets as of Dec. 31, 2008, despite the
notes being equally and ratably secured with the senior secured
credit facilities under the terms of the related indenture.  The
credit facility is secured by a first priority perfected pledge of
all notes owned by the borrowers and guarantors, all capital stock
of predominantly all domestic subsidiaries and certain foreign
subsidiaries of ACS, and a first priority perfected security
interest in all other assets owned by ACS, including tangible and
intangible assets.

As of Dec. 31, 2008, the financial covenant ratios contained in
the credit facility were contingent upon the amount of covenant
adjusted debt outstanding.  CAD is defined as the aggregate
principal amount of the initial term loan ($800 million) and
incremental term loans utilized ($1 billion) for the repurchase of
ACS' senior notes or equity, excluding any portion that is
incurred in conjunction with the repurchase of the company's
existing senior notes ($0).  Subsequent to the expiration of the
uncommitted term loan accordion feature on March 20, 2009, the
financial covenant ratios become fixed since the amount of CAD
outstanding ($1.8 billion) can no longer change.  The financial
covenants consist of bank-defined maximum consolidated senior
leverage ratio of 2.25x, maximum consolidated total leverage ratio
of 3.25x and minimum interest coverage covenant of 4.5x.  Although
total leverage (total debt/operating EBITDA) year-over-year was
relatively unchanged at 2.1x as of Dec. 31, 2008, net leverage
improved to 1.6x from 1.9x due to a higher cash balance and EBITDA
growth.  Fitch estimates interest coverage (operating EBITDA/
gross interest expense) increased to 7.8x for the latest 12 months
ended Dec. 31, 2008 compared with 6.2x in the year-ago period due
to EBITDA growth and lower market interest rates rather than debt
reduction.

Fitch believes ACS' liquidity is solid and was supported by
approximately $567 million of cash at Dec. 31, 2008 and
$859 million of availability on its $1 billion secured revolving
credit facility expiring 2012, net of $67 million of borrowings
and $74 million of letters of credit.  The credit facility also
includes an uncommitted accordion feature enabling ACS to increase
the size of the revolver by up to $750 million for general
corporate purposes under certain circumstances.  Liquidity is
further supported by ACS' consistent FCF, which increased to $480
million in calendar 2008 from $439 million in the prior year,
despite the challenging economic environment. Fitch anticipates
approximately $500 million of FCF in fiscal 2009 ending June 30,
2009.

Total debt as of Dec. 31, 2008 was approximately $2.4 billion,
consisting primarily of $1.8 billion of secured term loans due
2013 and $250 million of senior notes due in June 2010 and June
2015. ACS' near-term debt maturities are manageable as the next
material debt obligations of $275 million occur in fiscal year
2010.  However, if ACS' failure to timely file its 10-K for fiscal
2006 is ruled an event of default by an appeals court, Fitch
believes ACS will utilize existing cash and incremental borrowings
under its $1 billion revolver to refinance the $500 million of
senior notes that would become immediately due at par value plus
accrued interest.


AMERICAN ACHIEVEMENT: S&P Raises Corporate Credit Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Austin, Texas-based American Achievement Corp. to
'CCC+' from 'SD' (selective default).  At the same time, S&P
raised its issue-level rating on American Achievement Group
Holding Corp.'s (the parent company of AAC) 12.75% senior PIK
notes to 'CCC-' (two notches lower than the 'CCC+' corporate
credit rating on AAC) from 'D'.  The recovery rating on these
securities remains at '6', indicating S&P's expectation for
negligible (0%-10%) recovery for lenders in the event of a payment
default.  The rating outlook is negative.

In addition, S&P lowered the issue-level rating on AAC Group
Holding Corp.'s (the intermediate holding company of AAC) 10.25%
senior discount notes to 'CCC-' (two notches lower than the 'CCC+'
corporate credit rating on AAC) from 'CCC+'.  The recovery rating
on these securities remains at '6', indicating S&P's expectation
for negligible (0%-10%) recovery for lenders in the event of
payment default.  S&P also lowered the issue-level rating on AAC's
senior secured credit facility to 'B' (two notches higher than the
'CCC+' corporate credit rating on AAC) from 'BB-'.  The recovery
rating on these securities remains unchanged at '1', indicating
S&P's expectation for very high (90%-100%) recovery for lenders in
the event of a payment default.

In addition, S&P lowered the issue-level rating on the 8.25%
senior subordinated notes to 'CCC+' (at the same level as the
corporate credit rating on AAC) from 'B'.  The recovery rating
remains unchanged at '4', indicating S&P's expectation for average
(30%-50%) recovery for lenders in the event of a payment default.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed on May 21, 2008.

"The upgrade of AAC follows the conclusion of S&P's review of the
company's capital structure after the repurchase of $104 million
of the 12.75% senior PIK notes issued by AAC's parent company at
an aggregate purchase price of $24 million," explained Standard &
Poor's credit analyst Michael Listner.  The purchase was at a
substantial discount to the par amount of the outstanding issue,
and the sellers of the notes, representing a majority in principal
amount, consented to a second supplemental indenture which removed
substantially all of the restrictive and reporting covenants under
the original indenture.  "As a result," said Mr. Listner, "we
viewed the purchase as being tantamount to default given the
distressed financial condition of the company and our concerns
around AAC's ability to sustain its capital structure over the
intermediate term."

"Despite the reduction in consolidated leverage resulting from the
PIK notes purchase, and historical stability in demand for
commemorative products produced by AAC," said Mr. Listner, "the
company is unlikely to reduce its highly leveraged financial
profile over the intermediate term."  S&P's measure of pro forma
total consolidated leverage was 7.2x at November 2008.  This is
because S&P expects that cash flow available for debt repayment in
fiscal years 2009 and 2010 will be matched or exceeded by
capitalized interest on the remaining outstanding PIK notes at the
parent company level.


AMERICAN COMMUNITY MUTUAL: Cut to Non-Investment Grade by AM Best
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from
"bbb-" of American Community Mutual Insurance Company (American
Community) (Livonia, MI). The outlook for both ratings is
negative.

The downgrades reflect material unfavorable operating results in
the last three years with corresponding decreases in surplus.  The
company's net losses resulted from inadequate product pricing,
underwriting and reserving primarily within its group major
medical segment in 2007.  American Community's write-off of a
discontinued information system in 2006 and a subsidiary,
Precedent Insurance Company, in 2007 also contributed to the
losses.  Additionally, the lower surplus level includes two
surplus notes representing a sizeable portion of the total amount.

American Community's premium revenue and net income are derived
primarily from marketing major medical products to individuals and
employer groups chiefly in seven Midwestern states and Arizona.
Although the company implemented a number of corrective actions
over the past few years to improve its performance, A.M. Best
expects its future operating results will be challenged by an
increasingly competitive major medical market dominated by larger
managed care carriers with deeper network discounts.


AMERICAN INTERNATIONAL: Racing Against Time to Divide Business
--------------------------------------------------------------
American International Group Inc. is racing against time, and
bracing against a deteriorating global economy, to separate its
operating businesses from the mounting debt of its corporate
holding company, industry observers said in last week's issue of
BestWeek U.S./Canada, according to A.M. Best Co.

If the newest version of a federal rescue plan to keep the company
solvent, unveiled last week, - now grown to a potential $180
billion in federal aid -- works, the result will be rebranded and
independent insurance companies standing on their own, or sold to
other companies, with the AIG name reserved for a holding company
that holds only portfolios of toxic assets and debts, according to
BestWeek.

Also, in BestWeek Europe, Lloyd's has long been aware that
currency movements can have subtle, and not so subtle, effects.
But after a run of profitable years, both Lloyd's and the wider
insurance market are healthy, and not unduly concerned about the
pound's fall, noted Luke Savage, Lloyd's director of finance, risk
management and operations.

And in BestWeek U.S./Canada, a series of hearings convened by
House Financial Services Committee Chairman Barney Frank, his
Senate counterpart Chris Dodd, and the Obama administration have
set April's G-20 meeting in London as a deadline to at least offer
an outline of the plan to regulate systemic risk, but the list of
questions they will have to answer grows longer each day.

BestWeek is published by A.M. Best Co. for insurance
professionals.  To subscribe, please visit:
http://www.ambest.com/sales/BestWeekor e-mail your request to
customer_service@ambest.com

         A.M. Best Comments on Govt.'s Revised Plan for AIG

A.M. Best on March 2 commented that all financial strength ratings
and issuer credit ratings are unchanged for AIG and its
subsidiaries.  The rating outlooks remain negative.

This comment takes into consideration the record loss of
$61.7 billion posted by AIG in fourth quarter 2008 and the
continued and steadfast financial support provided by the Federal
Reserve Bank of New York (FRBNY) and the United States Department
of the Treasury which, under a revised plan, provides AIG with
additional capital and liquidity to enhance its capital structure,
provide liquidity and assist in the divestiture of assets.

Some of the main features of the revised plan include a new equity
commitment to AIG from the U.S. Treasury of $30 billion, modified
(equity-like) terms of AIG's Series D preferred equity, in-kind
repayment of its senior secured lending facility with the FRBNY,
securitizations, elimination of the LIBOR floor in its existing
senior secured lending facility with the FRBNY and continued
access to the remaining FRBNY facility.

A.M. Best's decision to leave the ratings unchanged at this time
reflects the continued commitment of the U.S. Government to
support AIG's financial position, demonstrated by the
new and revised plans announced recently.  Despite the continued
financial support of the government, the negative rating outlook
reflects A.M. Best's concern regarding the billions of remaining
notional exposure at the AIG Financial Products unit and the
negative implications and challenges associated with AIG's "core"
franchise, including the recent and potential employee turnover,
continued market acceptance in the commercial casualty sector and
the inherent competitive pressures brought on by professional
insurance brokers and risk managers alike.  Management believes
plans to ultimately spin off a portion of AIG's core franchise
property/casualty business should help to alleviate these
concerns.  In addition, a potential initial public offering of AIA
and ALICO is being reviewed as an alternative path to monetization
of these assets.  The domestic life and retirement savings
subsidiaries continue to face pressures as operating results are
expected to erode from prior levels as a result of poor equity
market performance, spread compression and lower sales.
Additionally, overall distribution for the domestic life and
retirement services has tempered due to various factors associated
with the risks and reputation of the overall franchise.

A.M. Best expects to finalize its annual review of AIG's statutory
operating companies in the coming months.  While AIG's secure
rating is heavily weighted on the financial support provided by
the U.S. Government, A.M. Best's review of AIG's operating
entities goes beyond the government's involvement and its ability
to stabilize AIG and protect the interests of policyholders.  A.M.
Best's view of AIG's financial flexibility and the fungibility of
capital across the organization, as well as the adequacy of
capital at the operating unit level, will need to be reflected in
the rating evaluation of AIG's operating subsidiaries.  In
addition, trends in operating performance and business profile are
further considerations that are a part of A.M. Best's published
rating methodology.  Deterioration in those areas may lead to a
downgrade in the financial strength ratings and the issuer credit
rating of the holding company. While the ratings may be
downgraded, it is unlikely that the financial strength ratings
assigned to the key operating companies will be downgraded below
A- (Excellent) so long as the full commitment of the U. S.
Government supporting AIG remains.


AMERICAN INT'L: Bailout Beneficiaries Include Two Dozen Firms
-------------------------------------------------------------
Serena Ng and Carrick Mollenkamp at The Wall Street Journal report
that the beneficiaries of the government's bailout of American
International Group Inc. include at least two dozen U.S. and
foreign financial institutions.

WSJ relates that legislators demanded that the Federal Reserve
disclose names of financial firms that have received money from
AIG.  WSJ says that the government's financial assistance helped
prevent AIG's counterparties from incurring immediate losses on
mortgage-backed securities and other assets they had insured
through the company.  The bailout, states that report, provided
AIG with cash to pay the banks collateral on the money-losing
trades and bought out underlying mortgage-linked securities, many
of which are currently worth less than half their original value.

According to WSJ, institutions that have been paid $50 billion
since the Federal Reserve first extended financial assistance to
AIG include:

     -- Goldman Sachs Group Inc., which received $6 billion in
        payments between mid-September and December 2008;

     -- Deutsche Bank AG, which received $6 billion in payments
        between mid-September and December 2008;

     -- Merrill Lynch;

     -- Societe Generale SA;

     -- Morgan Stanley;

     -- Royal Bank of Scotland Group PLC; and

     -- HSBC Holdings PLC.

WSJ notes that Federal Vice Chairpesron Donald Kohn had declined
during a Senate Banking Committee hearing in Washington on
Thursday to identify AIG's trading partners, saying that doing so
would make people wary of doing business with AIG.  According to
the report, Mr. Kohn told lawmakers that he would take their
requests to his colleagues.  The Federal Reserve, says the report,
is considering whether to disclose more details about the AIG
transactions.

       AIG Faces Class Action Lawsuit From Tramont Guerra

The Securities Law Firm of Tramont Guerra & Nunez, PA, said that
AIG Medium Term Notes, Series AIG-FP investors are prospective
members of class action lawsuit filed in the United States
District Court for the Southern District of New York on
January 15, 2009.  AIG and major Wall Street firms were named
parties to the class action lawsuit.  The major Wall Street firms
involved in the securities underwriting syndicate who were named
parties included:

     -- Banc of America Securities, LLC;
     -- Citigroup Global Markets;
     -- UBS Securities, LLC;
     -- Barclays Capital, Inc.;
     -- Credit Suisse Securities (USA); and
     -- Morgan Stanley & Co.

The class action lawsuit further alleges that AIG and the
underwriting syndicate had "access to material non-public
information" that represented adverse facts which were not
disclosed. Prospective class members need to determine which legal
process is more suitable for them to recover investment losses, a
class action lawsuit or an individual securities arbitration claim
filed with FINRA.

The Wall Street firms which were involved with the underwriting of
the public offerings are obligated to conduct due diligence of
facts concerning the risks associated with the investment. Many
investors were advised by their financial advisors that an
investment in AIG Medium Term Notes were suitable for current
income investment objectives.

Recommendations of unsuitable investments and/or concentrated
investments in the financial sector are both sales practice
violations which form the basis of a securities arbitration claim
filed with FINRA should an investor sustain damages (losses) as a
result.  In some cases, shareholders must "opt-out" as a class
member in order to pursue a securities arbitration claim,
otherwise this legal option is not available.

The Securities Law Firm of Tramont Guerra & Nunez, PA, is a
nationally recognized, Martindale Hubbell "AV" rated securities
law firm.

                 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.


ASARCO LLC: Agrees to Sell Operate Assets to Sterlite for $1.7-Bil
------------------------------------------------------------------
Sterlite Industries (India) Limited, a subsidiary of Vedanta
Resources plc, the London-based FTSE 100 metal and mining group,
announced March 7 that it has signed a new agreement with ASARCO
LLC for purchase of substantially all the operating assets of
Asarco.

The purchase consideration comprises (a) a cash payment of US$ 1.1
billion on closing; and (b) a senior secured non-interest bearing
promissory note for US$600 million, payable over a period of nine
years as follows: (i) US$ 20 million per year from the end of
second year for a period of seven years; and (ii) a terminal
payment of US$ 460 million at the end of the ninth year, totaling
to US$ 600 million.  In the event that the annual average of daily
copper prices in a particular year increases beyond US$6,000 per
tonne, the annual payment in that year will be proportionately
increased subject to a maximum of US$ 66.67 million and the
terminal payment in the ninth year will be correspondingly
reduced, keeping the total payment at US$ 600 million.  The
principal amount of the Note will be adjusted for any variations
in working capital on closing.  The obligations under the Note are
secured against the assets being acquired and are without any
recourse to Sterlite.

The agreement is subject to the approval of the U.S. Bankruptcy
Court for the Southern District of Texas, Corpus Christi Division.

Asarco, formerly known as American Smelting and Refining Company,
is a 110 year old company and is currently the third largest
copper producer in the United States of America.  It sold
approximately 237,000 tonnes of refined copper in 2008. Asarco's
mines currently have estimated reserves of 5 million tonnes of
contained copper.  For the year ended December 31, 2008, Asarco
had total revenues of nearly US$1.9 billion and profit before tax
of US$ 393 million.

The integrated assets to be acquired include three open-pit copper
mines and associated mills and SX-EW in Arizona, USA, a copper
smelter in Arizona, USA and a copper refinery, rod and
cake plants and a precious metals plant in Texas, USA. The asset
acquisition is on a cash free and debt free basis.  Sterlite will
assume operating liabilities but not legacy liabilities for
asbestos and environmental claims for ceased operations.  The
consideration being paid is towards the gross fixed assets and
working capital of Asarco.

"We are happy that we have reached agreement with ASARCO on these
new terms," said Mr. Anil Agarwal, Chairman, Sterlite. "This
acquisition is in line with our strategy of leveraging our
existing skills to become a diversified global copper producer and
creating long term value for shareholders."
Asarco is expected to create significant long term value for all
stakeholders through:

   -- Leveraging Sterlite's proven operational and project skills
      to develop and optimise Asarco's mines and plants;

   -- Access to attractive mining assets with long life;

   -- Geographic diversification in the North American market; and

   -- Stable operating and financial platform for Asarco.

RBS Securities acted as financial advisor and Shearman & Sterling
acted as legal advisor to Sterlite in this transaction.  Barclays
Capital acted as financial advisor and Baker Botts L.L.P. acted as
legal advisor to Asarco in this transaction.
For further information, please contact:

   Sumanth Cidambi
   Director - Investor Relations
   Sterlite Industries (India) Limited
   sumanth.cidambi@vedanta.co.in
   Tel: +91 22 6646 1531

   Sheetal Khanduja
   Manager - Investor Relations
   Sterlite Industries (India) Limited
   Sheetal.khanduja@vedanta.co.in
   Tel: +91 22 6646 1427

                     About Sterlite Industries

Sterlite Industries is India's largest non-ferrous metals and
mining company with interests and operations in aluminum, copper
and zinc and lead.  It is a subsidiary of Vedanta Resources plc, a
Londonbased diversified FTSE 100 metals and mining group. Sterlite
Industries' main operating subsidiaries are Hindustan Zinc Limited
for its zinc and lead operations; Copper Mines of Tasmania Pty
Limited for its copper operations in Australia; and Bharat
Aluminum Company Limited for its aluminum operations.  The company
operates its own copper operations in India. The company has
entered the commercial energy generation business and is in the
process of setting up a 2,400MW independent power plant through
its wholly owned subsidiary, Sterlite Energy Limited.  Sterlite
Industries is listed on the Bombay Stock Exchange and National
Stock Exchange in India and the New York Stock Exchange in the
United States.  For more information, please visit www.sterlite-
industries.com.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Agree to Creditors Panel's Retention of Exponent
------------------------------------------------------------
In a negotiated order signed by Judge Richard S. Schmidt, ASARCO
LLC and the Official Committee of Unsecured Creditors agree that
the Creditors Committee may retain Exponent Inc. as environmental
consultants to review proposed environmental settlements subject
to these limitations:

  (a) At the Creditors Committee's direction, Exponent may
      evaluate ASARCO's proposed environmental settlements of
      five sites from the Custodial Sites Settlement Agreement
      filed with the Court on September 25, 2008, and five sites
      from the Miscellaneous Federal and State Sites Settlement
      Agreement filed with the Court on the same date for sites
      in which ASARCO settled for more than $6,000,000.  ASARCO
      will make available to Exponent all information reasonably
      requested by Exponent or the Creditors Committee to
      evaluate ASARCO's basis for the proposed settlements;

  (b) Exponent may evaluate ASARCO's proposed settlement at the
      Omaha site filed with the Court on September 25, 2008.
      Exponent's evaluation will be limited to reviewing the
      expert reports filed during the estimation hearing,
      related testimony and exhibits relied upon by the experts,
      and the U.S. Environmental Protection Agency's October
      2008 Record of Decision for the Omaha site, including
      supporting reports and appendices, and related documents
      obtained by Asarco Incorporated in connection with Freedom
      of Information Act litigation.  The Creditors Committee
      will insure that Joyce Tsuji, Ph.D., does not participate
      in Exponent's review or communicate with Exponent
      personnel, who are conducting the review.  Dr. Tsuji is a
      principal scientist within the Center for Toxicology and
      Mechanistic Biology of Exponent's Health Sciences
      practice;

  (c) Notwithstanding the limitations, the Creditors Committee
      will have the right to participate in all discovery,
      settlement discussions and hearings in connection with any
      request pursuant to Rule 9019 of the Federal Rules of
      Bankruptcy Procedure to approve an environmental
      settlement.  The Creditors Committee may seek the advice
      of Exponent in connection with those procedures as it
      deems necessary or advisable;

  (d) Exponent will provide the Creditors Committee with a
      budget for its review of the environmental settlements.
      The administration of the budget will be the sole
      responsibility of the Creditors Committee, which also
      agrees to add the Department of Justice as a notice party
      with respect to Exponent's fee applications.  The Debtors
      and parties-in-interest retain all rights to object to the
      payment of professional fees of Exponent for any
      unnecessary or unreasonable services rendered and for any
      other grounds allowed under the Bankruptcy Code and
      Bankruptcy Rules; and

  (e) The Creditors Committee retains all rights to apply to the
      Court to expand the scope of Exponent's engagement,
      including having Exponent testify at a hearing in
      connection with any environmental settlements, should the
      Creditors Committee deem it necessary or advisable to do
      so to protect the interests of unsecured creditors.

ASARCO and the Creditors Committee previously agreed to extend to
February 25, 2009, the deadline for any party to file an
objection to the application.  No objection was filed.

As reported by the Troubled Company Reporter on February 11, 2009,
the Committee sought permission to retain Exponent, nunc pro tunc
to January 12, 2009.

Exponent Inc. will advise the Creditors Committee on ASARCO LLC's
potential liability for certain unsettled environmental claims
and will assist the Committee to determine the reasonableness of
any proposed settlement reached by ASARCO and claimant.As the
Creditors Committee's environmental consultant, Exponent
Inc. will:

  (a) estimate remediation costs, restoration costs, natural
      resources damages costs, and asset retirement obligations
      at certain sites for which ASARCO has alleged liability,
      including certain:

       * custodial trust sites;
       * miscellaneous state and federal sites; and
       * residual sites.

  (b) assist the Creditors Committee in negotiations with
      various parties;

  (c) render expert testimony as required by the Creditors
      Committee;

  (d) assist the Creditors Committee in conducting discovery,
      preparing expert testimony or reports, and evaluating
      reports and testimony by other experts and consultants;
      and

  (e) render other advisory services as may be requested by the
      Creditors Committee.

Exponent Inc. will be paid for its services on an hourly basis,
in accordance with the firm's normal billing practices:


    Position                                 Hourly Charge
    --------                                 -------------
    Principal/Officer                         $260 - $600
    Senior Manager                            $225 - $425
    Manager                                   $175 - $350
    Senior Engineer/Scientist/Associate       $140 - $250
    Engineer/Scientist/Associate              $100 - $205
    Associate Technical/Research Specialist    $80 - $195
    Technical Assistant                        $60 - $125
    Administrative/Non-technical Assistant     $60 - $130

Dr. Mark W. Johns will be principally responsible for the
consulting services to be provided by Exponent Inc. for the
Committee's benefit.  Dr. Johns is a principal scientist and his
hourly rate is $300.  Other members of Exponent Inc. that will
assist Dr. Johns may include, among others, (i) Scott Shock, a
managing engineer with an hourly rate of $195, and (ii) Mark
Bryant, a managing engineer with an hourly rate of $205.

In addition, Exponent Inc. will submit for reimbursement, all of
its reasonable out-of-pocket expenses incurred in connection with
its retention.

Dr. Johns assures the Court that Exponent Inc. does not have or
represent any interest materially adverse to the Debtors' or their
bankruptcy estates, creditors, or interest holders; and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Seeks to Terminate Wachovia Letter of Credit
--------------------------------------------------------
ASARCO LLC seeks permission from Judge Richard S. Schmidt of the
U.S. Bankruptcy Court for the Southern District of Texas to
terminate a letter of credit with Wachovia Bank, N.A., with
respect to a site in Manchester, New Jersey.

The site located in Manchester, New Jersey, previously owned by a
ASARCO LLC's predecessor-in-interest from 1961 to 1986, mined
minerals from dredged sand between 1973 and 1982.  In October
1985, ASARCO and Heritage Minerals, Inc., entered into an
agreement for the purchase of the Manchester Site and certain
other assets from ASARCO.  Heritage processed the tailings and
continued operation of the Manchester plant until March 31, 1990.

By February 6, 1990, ASARCO and Heritage entered into an
agreement with respect to certain environmental issues at the
Site, under which agreement Heritage agreed to conduct a clean-up
of the Site and both parties agreed to allocate their liability
with respect to clean-up costs by 1991.  In 1993, Heritage, as
operator, and Hovsons, Inc., as owner of the Site, executed an
administrative consent order with the New Jersey Department of
Environmental Protection to address contamination and
environmental concerns at the Site.

ASARCO subsequently signed a Consent Order pursuant to a June
1995 agreement with Heritage, which attempted to resolve some of
their differences and allocate some of the costs with respect to
contamination and environmental conditions at the Site.  The 1995
Agreement differentiated costs at the Site between several
categories, including one for shared costs.  The Shared Costs
refer to certain future costs of remediation, excluding certain
costs related to "mining materials" that ASARCO and Heritage
agreed to share.

Under the 1995 Agreement, both ASARCO and Heritage were required
to post a letter of credit for the purpose of guaranteeing to the
other party its payment of its share of the Shared Costs.  The
1995 Agreement further provided that if a party failed to renew
the letter of credit, the other party could draw upon it and use
the proceeds to pay for the Shared Costs.

In this light, Wachovia Bank issued an Irrevocable Letter of
Credit No. S811505, dated February 14, 2000, for $1,000,000 in
favor of ASARCO as beneficiary.  The LOC is set to expire
July 21, 2009.  Heritage has continued to renew the Letter of
Credit up until the present.

As part of its reorganization case, ASARCO reached an agreement
with both Heritage and Hovsons, including NJDEP, regarding the
Manchester Site.  The Manchester Site Settlement Agreement
appears to resolve all remaining claims against ASARCO at the
Site, except for the LOC.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
avers that ASARCO does not have any outstanding costs owed to it
by Heritage at the Site that would have been secured by the LOC.

The Letter of Credit is no longer needed because all remaining
claims against ASARCO at the Site, as well as the 1995 LOC
Agreement, were resolved in the Manchester Settlement Agreement,
Mr. Kinzie asserts.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ATP OIL: Bank Debt Gains in Secondary Market Trading
----------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 54.50 cents-
on-the-dollar during the week ended March 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.57 percentage
points from the previous week, the Journal relates.  The loan
matures on December 30, 2013.  ATP Oil pays 475 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated.

As reported by the Troubled Company Reporter, ATP Oil & Gas bank
debt traded at 50.33 cents-on-the-dollar during the week ended
February 20, 2009, a drop of 2.17 percentage points from the
previous week.

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

The bank loan traded at 56.25 cents-on-the-dollar during the week
ended January 2, 2009, representing a drop of 2.08 percentage
points from the previous week.

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


AZTECA MOBILE: Files for Chapter 7 Bankruptcy, Owes $22.3 Million
-----------------------------------------------------------------
Kansas City Business Journal reports that Azteca Mobile LLC has
filed for Chapter 7 bankruptcy.

Business Journal relates that Azteca Mobile listed $1.9 million in
assets and $22.3 million in liabilities.  The company has almost
80 creditors, says the report.  The company, according to the
report, owes:

     -- more than $17 million to Azteca Movil SA de CV,
     -- almost $600,000 to Sprint Nextel Corp.,
     -- $749,369 to Telcordia Technologies,
     -- $973,260 to Corporacion RBS SA de CV, and
     -- $2.33 million to Grupo Iusacell Celular SA de CV.

Business Journal states that Azteca Mobile listed gross income of
$1.62 million in 2008 and $1.03 million in 2007.  The company has
gross income of $247,035 so far this year, Business Journal says.

According to Business Journal, Azteca Mobile appears had been
selling its assets to pay its bills.  Azteca Mobile, says Business
Journal, sold its nearly 4,600-member subscriber base to Cozac
Wireless for $91,900 in January 20, 2009.  The next day, Azteca
Mobile sold its trademarks and intellectual property in exchange
for release of $564,405 in liability to Azteca Movil, and sold
6,591 handsets to Ready Wireless LLC for $99,788, Business Journal
states.  After the sales, Azteca Mobile made payments to
creditors, including almost $1 million to Sprint Nextel in
February, Business Journal reports.

Azteca Mobile, court documents say, listed no secured creditors
and said unsecured creditors would likely get nothing.  Its CEO
Daniel Dow's employment was terminated on January 31, according to
Business Journal.

Business Journal states that Azteca Mobile has an office lease at
Corporate Woods that runs through November 1, 2009, at $5,827 a
month.

Overland Park-based Azteca Mobile LLC is owned by Adrian Steckel,
CEO of Azteca America, the subsidiary of Mexican broadcaster TV
Azteca SA de CV.  Azteca Mobile targeted Hispanic customers with
specific products for communicating between the United States and
Mexico.


BANK OF NEW YORK: Moody's Upgrades Rating on Class B Bond to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded the global foreign currency
rating of the Class B bonds to B3 from Caa1.

This upgrade follows the upgrade of the government of Belize's
foreign and local currency bond ratings to B3 from Caa1.

The methodology used to rate the Class B bonds is to base the
rating directly on the guarantee provided by the government of
Belize (rated B3) and the support from the Development Finance
Corporation.  The government of Belize unconditionally and
irrevocably guarantees the timely payment of principal and
interest on the bonds.  Other methodologies and factors that may
have been considered in the process of rating these transactions
can also be found at www.moodys.com on the Rating Methodology &
Performance page.

Moody's last rating action on the notes was on March 5, 2007, when
Class B notes were upgraded to Caa1 from Caa3.

                           Rating Action

The complete rating action is:

Issuer: The Bank of New York acting solely in its capacity as
trustee.

-- Class B notes upgraded to B3 (Global Scale, Foreign
   Currency) from Caa1 (Global Scale, Foreign Currency);
   previously on March 5, 2007 upgraded to Caa1 (Global Scale,
   Foreign Currency) from Caa3 (Global Scale, Foreign Currency).


BARNEY'S NEW YORK: S&P Gives Neg. Outlook; Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
New York City-based Barney's New York Inc. to negative from
stable.  At the same time, S&P affirmed all other ratings on the
company, including the 'B-' corporate credit rating.  The outlook
revision reflects S&P's expectations for increasing performance
challenges for the company over the near term due to the
deteriorating retail environment, particularly for upscale
apparel.

"After an extremely difficult 2008, S&P anticipates that
operations will remain challenged over the near term, which is in
line with S&P's expectations for other upscale department stores,"
said Standard & Poor's credit analyst David Kuntz.  S&P expects
revenues to decline over the next few quarters due to negative
same-store sales, and S&P anticipates that margins are likely to
be pressured by increased promotional activity and negative
operating leverage.


BARZEL INDUSTRIES: S&P Puts 'B' on Neg. Watch Due to Weak Market
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Norwood, Massachusetts-based Barzel Industries Inc. (formerly
Novamerican Steel Inc.), including the 'B' long-term corporate
credit and 'B-' secured debt ratings, on CreditWatch with negative
implications.

"We base the CreditWatch placement on our opinion that steel
service center Barzel's operating performance is weakening along
with the sharp deterioration in steel market conditions in North
America," said Standard & Poor's credit analyst Donald Marleau.
"Furthermore, the continuation of poor profitability and cash flow
in first-half 2009 could pressure what S&P view as the company's
adequate liquidity," Mr. Marleau added.

A rapid reduction in steel prices and shipments, combined with the
flow-through of high-cost inventory caused Barzel's operating
profitability to decline sharply during the fourth quarter of
2008.  S&P expects that market conditions will remain weak for the
first half of 2009, at least, but believe that more stable steel
prices and Barzel's shift to higher-value products and shorter
lead times could improve earnings in the second half of 2009.
Demand for steel has dropped significantly in North America, as
slowing economic conditions have led to a contraction in
manufacturing, particularly in the automotive sector.  In
response, Barzel has in the past year been reducing its sales to
the troubled North American auto industry, and currently has
minimal receivables exposure to the sector.

Notwithstanding the sharp decline in operating profitability and
heavy interest burden, Barzel reported US$41 million of free
operating cash flow in fiscal 2008, mostly in the second half, as
it liquidated high-cost inventory.  As a result, liquidity is
adequate for the ratings, with US$32.3 million of cash and
availability under the company's asset-based revolving credit
facility as of Jan. 30, 2009, supplemented by US$15.5 million in
proceeds from the sale of certain Canadian assets effective
Feb. 27, 2009.  However, S&P believes that liquidity could
deteriorate if profitability remains at current depressed levels
through the first half of 2009, because Barzel's heavy interest
burden would likely result in negative operating cash flow.
Moreover, S&P believes that any combination of weak operating
profitability, lower receivables and inventory, or increased
borrowings under the revolver could cause the company to breach a
1x fixed-charge covenant that would come into effect if excess
availability under the revolver (defined as eligible assets in the
borrowing base minus amounts outstanding under the revolver) is
less than US$20 million.

Standard & Poor's expects to resolve the CreditWatch after
assessing near-term steel demand, as S&P believes that steel
throughput is the most significant driver of Barzel's
profitability and liquidity.  S&P could lower the ratings on
Barzel if the company is unable to improve its profitability in
first-half 2009 to a level that contributes to EBITDA interest
coverage of above 1.3x on a last 12 month basis, which is a level
S&P believes should ensure some free cash flow taking into account
modest maintenance capital expenditures of US$6 million.  In
addition, the ratings on Barzel would be under pressure if the
company risks breaching the covenant under its revolver, which S&P
believes would have a serious effect on its liquidity after
first-quarter 2009, potentially jeopardizing the US$18.1 million
May 2009 interest payment on its US$315 million notes.


BEARINGPOINT INC: Sec. 341(a) Meeting of Creditors on March 24
--------------------------------------------------------------
The first meeting of creditors in Bearingpoint, Inc., and its
debtor-affiliates' bankruptcy cases will be held on March 24,
2009, at 2:00 p.m., at 80 Broad Street, Fourth Floor, New York,
New York, 10004.

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 officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com-- is 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, Viginia,
BearingPoint -- a former consulting arm of KPMG LLP -- has
approximately 15,000 employees focusing on the Public Services,
Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done.  The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

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

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


BEARINGPOINT INC: Proposes Weil Gotshal Lead Bankruptcy Counsel
---------------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Weil, Gotshal & Manges LLP as counsel.

Weil Gotshal will:

   a. prepare on behalf of the Debtors, as debtors in possession,
      all necessary or appropriate motions, applications, answers,
      orders, reports, and other papers in connection with the
      administration of the Debtors' estates;

   b. to take all necessary or appropriate actions in connection
      with a plan or plans of reorganization and related
      disclosure statement and all related documents, and such
      further actions as may be required in connection with the
      administration of the Debtors' estates;

   c. take all necessary actions to protect and preserve the
      estates of the Debtors, including the prosecution of
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;
      and

   d. perform all other necessary legal services in connection
      with the prosecution of these chapter 11 cases.

Alfredo R. Perez, member of the firm of Weil Gotshal, tells the
Court that firm's customary hourly rates, subject to change from
time to time, are:

     Members and Counsel              $650 to $995
     Associates                       $355 to $640
     Paraprofessionals                $155 to $310

Mr. Perez adds that prior to the petition date, Weil Gotshal
received advances in the aggregate amount of $4,130,469 on account
of services and expenses in connection therewith.  As of the
petition date, the fees and expenses incurred by the firm was
$3,394,647.  The precise amount will be determined upon the final
recording of all time and expense charges.  As of the petition
date, the firm has a remaining credit balance of approximately
$735,821 for additional professional services and expenses in
connection with these Chapter 11 cases.  After application of
amounts for payment of any additional prepetition professional
services and related expenses, the excess advance amounts will be
held by Weil Gotshal as a retainer.

Mr. Perez assures the Court that Weil Gotshal is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Perez can be reached at:

     Weil, Gotshal & Manges LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: +1 212 310 8000
     Fax: +1 212 310 8007

                      About BearingPoint Inc.

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

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

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


BEARINGPOINT INC: Endorses Greenhill & Co as Financial Advisor
--------------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Greenhill & Co., LLC, as financial advisor and investment
banker.

Greenhill & Co. will:

   a. review the business, assets and operations of BearingPoint,
      Inc. and its historical and projected financial condition;

   b. assist the board of directors in assessing the Debtors'
      current and potential future equity value;

   c. review the strategic and capital needs of the Debtors,
      analyzing the alternatives for raising capital, refinancing
      or restructuring existing indebtedness and assisting the
      Debtors in designing and implementing an appropriate
      capital structure;

   d. evaluate and recommend financial and strategic alternatives
      with respect to a proposed (i) merger or sale of the
      Company as a whole; (ii) acquisition of a majority of the
      stock of the Debtors; (iii) reorganization,
      recapitalization or debt restructuring, tender or exchange
      offer; (iv) a sale of all or substantially all of the
      assets of the Debtors; or (v) the sale by the Debtors of
      any of its five principal business unites (EMEA, Asia
      Pacific, Public Services, Commercial Services, and
      Financial Services) or a majority of the assets of any the
      principal business unit including a debt refinancing or
      restructuring strategy for the Debtors' various series of
      subordinated debt, including its 5% convertible senior
      subordinated debentures due 2025;

   e. identify and contact selected qualified partners to a
      proposed Transaction that are approved in advance by the
      Debtors;

   f. advise the Board as to the timing, structure and pricing of
      a proposed Transaction;

   g. assist the Debtors in marketing, selling, negotiating and
      consummating a proposed Transaction;

   h. provide assistance to the Board regarding investor relation
      matters; and

   i. provide the other financial advisory and investment banking
      services as are customary for similar transactions and as
      may be mutually agreed upon by the board and Greenhill.

Bradley A. Robins, managing director of Greenhill, tells the Court
that the firm will receive:

   a. a retainer fee of $1,000,000 per quarter, payable in cash
      quarterly during the term of the Greenhill Agreement with
      the first payment due promptly after the date of the
      Greenhill Agreement, the second payment due on Jan. 1, 2009,
      and the remaining payments due on a quarterly basis
      thereafter for the remainder of the term of the Greenhill
      Agreement.  One half of the Retainer Fees, to the extent
      paid, will be credited against any Transaction Fee if
      payable to Greenhill under the Greenhill Agreement.

   b. a transaction fee equal to $9 million, will be payable in
      cash if, during the term of the Greenhill Agreement or, if
      the Greenhill Agreement is terminated prior to the end of
      its stated term or expires other than if the Greenhill
      Agreement is terminated by Greenhill, within 12 months of
      the termination or expiration, a Transaction is consummated
      or a definitive agreement is entered into that subsequently
      results in a Transaction.

   c. reimbursement for travel and other out-of-pocket expenses
      incurred by Greenhill in performing its services hereunder,
      including the reasonable fees and expenses of legal counsel.

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

                      About BearingPoint Inc.

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

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

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


BEARINGPOINT INC: Taps Fragomen Del Rey as Immigration Counsel
--------------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Fragomen, Del Rey, Bernsen & Loewy, LLP as special
immigration counsel.

Fragomen will provide advice and assistance on immigration matters
including filing petitions and applications with the U.S.
government and worldwide jurisdictions for temporary work visas
and permanent residency for the Debtors' employees and their
dependents.

Fragomen will not act as bankruptcy counsel for the Debtors or
represent the Debtors in the administration of these Chapter 11
cases.  The Debtors do not anticipate any duplication of the
services to be rendered by Fragomen and the services of the
Debtors' bankruptcy counsel, Weil, Gotshal & Manges LLP, or any of
the Debtors' other retained professionals in their bankruptcy
cases.

Hany Brollesy, a lawyer at Fragomen, tells the Court that the
hourly rates of the firm's professionals are:

     Partner                   $350 - $450
     Associate                 $200 - $300

The Debtors propose to continue to fund the attorney trust account
to allow Fragomen to disburse certain government filings fees on
behalf of the Debtors.  In 2005, Fragomen established an attorney
trust account in order to provide a mechanism by which Fragomen
could expedite payment of all government fees because employment-
based immigration petitions and applications require significant
government filing fees.  The Debtors fund the Trust Account that a
minimum balance of $100,000 is maintained.  There is approximately
$63,000 in the Trust Account.

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

Mr. Brollesy can be reached at:

     Fragomen, Del Rey, Bernsen & Loewy, LLP
     7 Hanover Square
     New York, NY 10004-2756
     Tel: +1 212 688 8555
     Fax: +1 212 480 9930s

                      About BearingPoint Inc.

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

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

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


BEARINGPOINT INC: Wants Sheppard Mullin as Special Counsel
----------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Sheppard Mullin Richter & Hampton, LLP, as special counsel.

Sheppard Mullin will provide on-going advice and representation in
connection with the Debtors' government contracts business,
including various regulatory and compliance matters, and certain
on-going litigation, investigation and administrative proceedings
related thereto.

The Debtors propose to continue the employment of Jonathan S.
Aronie, Esq., and the other legal professionals of Sheppard Mullin
for the duration of the Debtors' bankruptcy cases and as needed
while the Debtors' bankruptcy cases are pending before the Court.
The continued retention of Sheppard Mullin will maintain
continuity in the representation of the Debtors in existing
litigation matters and pending administrative proceedings, and
will ensure the Debtors' continued compliance with the applicable
rules and regulations affecting the conduct of the Debtors'
substantial government contracts business.

The Debtors relates that Sheppard Mullin will not act as
bankruptcy counsel for the Debtors or represent the Debtors in the
administration of their chapter 11 cases.  The Debtors do not
anticipate any duplication of the services to be rendered to them
by Sheppard Mullin and the services rendered and to be rendered to
the Debtors by the Debtors' bankruptcy counsel, Weil, Gotshal &
Manges LLP, or any of the Debtors' other retained professionals in
these bankruptcy cases.

Mr. Aronie, a member of Sheppard Mullin, tells the Court that the
hourly rates for the work being performed for the Debtors by the
firm is presented on a by-matter basis, for each matter open and
active as of their Chapter 11 petition date:

              For the Court of Federal Claims Action


     Jonathan S. Aronie                   $529
     Christopher M. Loveland              $418
     Louis D. Victorino                   $529
     Marko W. Kipa                        $381
     Jessica S. Mailman                   $381
     Aleksander Lamvol                    $450
     Daniel J. Marcinak                   $354
     David F. Geneson                     $676
     Sarah C. Lewis                       $239
     Paul F. Giangiordano                 $202

                       For the Investigations


     Jonathan S. Aronie                   $520
     Christopher E. Hale                  $377
     Marko W. Kipa                        $381

                       All Other Matters


     Jonathan S. Aronie                   $529
     Louis D. Victorino                   $529
     Anne Perry                           $575
     Keith Szeliga                        $441
     Marko W. Kipa                        $381
     Jessica S. Mailman                   $381
     Daniel J. Marcinak                   $354

Mr. Aronie assures the Court that Sheppard Mullin is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Aronie can be reached at:

     Sheppard Mullin Richter & Hampton, LLP
     1300 I Street, N.W., 11th Floor East
     Washington, DC 20005
     Tel: (202) 218-0000
     Fax: (202) 218-0020

                      About BearingPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com-- is 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, Viginia,
BearingPoint -- a former consulting arm of KPMG LLP -- has
approximately 15,000 employees focusing on the Public Services,
Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done.  The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

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

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


BERNARD L. MADOFF: Owner Waives Right to Jury Review on Charges
---------------------------------------------------------------
Bernard Madoff has waived his right to have a grand jury review
the accusations against him, Amir Efrati and Chad Bray at The Wall
Street Journal report, citing people involved in the case.

"We've waived indictment and the case will proceed by
information," WSJ quoted Daniel Horwitz, the attorney for Mr.
Madoff, as saying.

A trial is unlikely in cases where prosecutors don't seek a grand-
jury indictment, WSJ says, citing criminal defense experts,
because the grand-jury process functions as a kind of practice run
that let prosecutors uncover more evidence to build their cases.
According to the report, criminal defense attorney Charles A. Ross
said, "I think that it's virtually impossible that a U.S. attorney
from the Southern District of New York has agreed to file an
information and will allow Mr. Madoff to go to trial on that.  If
there's going to be a trial in this case, they would file an
indictment."

WSJ, citing people familiar with the matter, relates that
prosecutors would file additional charges against Mr. Madoff this
week in connection with an alleged Ponzi scheme.

According to WSJ, the sources said that Mr. Madoff appeared to be
moving closer to a guilty plea.  WSJ states that Mr. Madoff could
plead guilty at an arraignment hearing on Thursday, or he could
deny the charges at that time and seek a jury trial.

Citing a person familiar with the matter, WSJ states that if Mr.
Madoff pleads guilty, it wouldn't be part of a plea agreement
under which he would face lesser charges or get a recommendation
for lenient treatment from the U.S. attorney's office.

Lawyers say that white-collar criminals often plead guilty with no
deal in place, WSJ notes.  According to the report, criminal
defense lawyer and former prosecutor Christopher Clark said that
in cases where a defendant won't cooperate against other
individuals, and the government will only do a plea deal in which
it recommends a long sentence, "you might as well take your
chances with the judge."  Citing lawyers, WSJ states that
defendants, by pleading guilty, can argue that they've saved the
government time and resources, making judges give them some
leniency.

Under the federal sentencing guidelines, Mr. Madoff could face 30
years to life in prison.

                     About Bernard L. Madoff

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

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

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

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


BETHANY GROUP: Affiliates File for Chapter 11 Bankruptcy
--------------------------------------------------------
Mark Mueller at Orange County Business Journal reports that
Bethany Group affiliates have filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Central District
of California.

According to Business Journal, the bankruptcy filings are for
several thousand apartments in three portfolios of properties in
Maryland and Texas.  Business Journal says that Bethany Group has
a total of seven portfolios of apartments, totaling an estimated
15,000 apartments, but the other four portfolios aren't included
in the bankruptcy filing.  Bethany Group's lawyers said that
secured debt on the three portfolios totals about $400 million,
the report states.  Citing the lawyers, the report says that
Bethany Group's properties in Arizona, where some of the company's
biggest holdings are, have not filed for bankruptcy protection.

Reports in Maryland and Arizona say that Bethany Group workers
weren't being paid, that there were mass layoffs at the firm, and
that utilities for complexes were being turned off.  The reports
also mentioned tenant confusion.

Bethany Group's lawyers, Business Journal reports, claimed that
lenders had been cutting off the company from money needed to pay
expenses.

The Bethany Group -- http://www.thebethanygroup.ca/-- is a faith-
based organization that operates a wide range of homes and
services for older, disabled and vulnerable people, with varying
levels of health care and hospitality services.  The range of
services offered by the organization include: continuing care,
Rosehaven Provincial Program, designated assisted living, seniors
supportive living, seniors lodges, seniors apartments, and a
variety of housing programs for affordable family housing.


BH S&B: Court Sets March 30 Deadline for Filing Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set March 30, 2009, at 5:00 p.m. Prevailing Eastern Time, as
the deadline for each person or entity to file proofs of claim in
BH S&B Holdings LLC, and its debtor-affiliates' bankruptcy cases.

Governmental units are given until May 18, 2009, at 5:00 p.m.
Prevailing Eastern Time, to file proofs of claim in the Debtor's
bankruptcy cases.

Proofs of claim must be delivered so as to be received on or
before the applicable Bar Date by the official noticing and claims
agent in the Debtors' bankruptcy cases at this address:

     BH S&B Holdings Claims Processing Center
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue, Los Angeles, CA 90245

                           About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BLOCKBUSTER INC: Bank Debt Continues Slide; Sells at Near 35% Off
-----------------------------------------------------------------
Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded in the secondary market at 66.70 cents-on-
the-dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.50 percentage points from
the previous week, the Journal relates.  The loan matures on
August 20, 2011.  Blockbuster pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's B rating.

Syndicated loans of other retailers also trade at substantial
discount in the secondary market during the week ended March 6,
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 at 61.50 cents-on-the-dollar, a
drop of 3.57 percentage points from the previous week.  The loan
matures on April 6, 2013.  Neiman Marcus pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded at 54.08 cents-on-the-dollar, a drop of
2.28 percentage points from the previous week.  The loan matures
on October 31, 2013.  Michaels Stores pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.

Yankee Candle bank debt trades at 61.80 cents-on-the-dollar, an
increase of 1.63 percentage points from the previous week.  The
loan matures February 6, 2014.  Yankee Candle pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.

US Foodservice bank debt trades at 60.21 cents-on-the-dollar, a
drop of 2.45 percentage points from the previous week.  The loan
matures July 3, 2014.  US Foodservice pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's N.R. rating.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. is a leading global
provider of in-home movie and game entertainment, with more than
7,500 stores throughout the Americas, Europe, Asia and Australia.
The Company may be accessed worldwide at
http://www.blockbuster.com/

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Blockbuster Inc. said it has no intention of filing for
bankruptcy.  The Company has hired the law firm of Kirkland &
Ellis LLP to advise it with respect to its ongoing financing and
capital raising initiatives.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

The TCR said on March 6, 2009, that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on Blockbuster on CreditWatch with negative implications.
This action reflects S&P's concern regarding the company's ability
to refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

Fitch meanwhile expects Blockbuster will be able to repay the
approximately $19 million outstanding on the term loan A and
possibly renew its bank facility, although the terms will likely
be more restrictive as Blockbuster is anticipated to report
positive EBITDA and free cash flow generation for fiscal 2008.  In
the event the refinancing is not successful and Blockbuster's
liquidity position is weakened, this will prompt Fitch to review
the ratings on the company.


BRODER BROS: Hiring of Financial Advisor Cues S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including the corporate credit rating, on Trevose,
Pennsylvania-based Broder Bros. Co. to 'CCC' from 'B-'.  The
outlook is negative.  The company had about $468 million of
adjusted debt as of Sept. 30, 2008.

The downgrade follows Broder's announcement that it hired a
financial advisor to assist it in exploring financing and
strategic alternatives, with respect to its long-term capital
structure and S&P's belief that operating performance will
continue to deteriorate over the near term, which will likely
result in a further weakening of company credit measures.  A
significant proportion of Broder's customers participate in the
highly cyclical and mature promotional products industry, which is
highly vulnerable to the currently weak economy.  As a result, S&P
estimate that fiscal year ending Dec. 31, 2008, results will be
much weaker than S&P had previously anticipated.

The ratings on Broder reflect the company's highly leveraged
financial profile, weakening liquidity position, vulnerability in
a weak economy, and the highly competitive operating environment.

The negative outlook reflects S&P's concerns that Broder may face
challenges in reducing leverage and maintaining adequate liquidity
under persistent difficult operating conditions.  S&P believes
that the company's already very high leverage and thin operating
margins limit the company's financial flexibility.  Given current
weak economic conditions and declining sales volumes in the
industry, S&P estimates that leverage for fiscal year ending Dec.
31, 2008, may approach the 13x area, assuming revenues are flat or
decline slightly and EBITDA margins decline by 100 basis points.

"Over the near term, if the company's operating results or credit
protection measures weaken further, and/or if the company's
liquidity position weakens, S&P may lower the ratings further,"
said Standard & Poor's credit analyst Bea Chiem.  "A stable
outlook is unlikely over the near term until Broder can stabilize
performance and reduce leverage," she continued.  S&P will review
the ratings and discuss financial plans with management if the
company revises its capital structure.


CANWEST MEDIA: DBRS Junks Issuer and Debt Ratings
-------------------------------------------------
Dominion Bond Rating Service has downgraded the Issuer Rating of
Canwest Media Inc. to CCC from B (high) and its debt instrument
ratings.  At the same time, DBRS has downgraded Canwest Media's
wholly owned subsidiary, Canwest Limited Partnership (Canwest LP).
Canwest LP's Issuer Rating has been downgraded to CCC (high) from
BB (low).  The ratings have also been placed Under Review with
Negative Implications pending the outcome of Canwest Media's
negotiations with its banks regarding its secured credit facility.

DBRS had originally placed Canwest Media and Canwest LP's ratings
Under Review with Negative Implications on January 15, 2009.  This
followed the Company's Q1 F2009 results and outlook for F2009,
stating that it may not be able to meet its financial leverage
ratio covenants in F2009.  As a result, DBRS was concerned that
the Company's liquidity and financial risk profile could continue
to be increasingly pressured.

DBRS has downgraded its rating on Canwest Media's Secured Bank
Debt to B from BB (high) and confirmed its recovery rating of RR1,
indicating anticipated recovery prospects of 90% to 100%.  DBRS
has also downgraded the Company's Senior Subordinated Notes four
notches to CCC (low) from B and confirmed its recovery rating of
RR5, indicating anticipated recovery prospects of 10% to 30%.

The downgrade of Canwest Media's Issuer Rating reflects two main
factors.  Firstly, DBRS believes that Canwest Media's financial
flexibility is extremely limited as it is not currently in
compliance with its bank covenants regarding its $300 million
credit facility and negotiations with its banks remain ongoing,
with recent waivers set to expire on February 27, 2009.  Should
the terms of this facility not be successfully renegotiated or
some other solution be implemented in the near term to repay the
nearly $100 million drawn under this facility, Canwest Media would
be in a default position under this credit facility.

Secondly, the pressure on the Company's underlying business
remains significant given the dramatic economic pressure affecting
the Canadian advertising market along with the ongoing structural
changes in its conventional TV operations.  Additionally, similar
pressure is being felt at Canwest Media's subsidiaries, Canwest LP
and TEN Network Holdings, which support Canwest Media's $1.1
billion of debt at this level with their distributions.  DBRS
expects distributions from both of these entities to decline in
F2009 as a result of the pressure on their operations.

While DBRS notes that Canwest Media has implemented some cost-
cutting initiatives at its TV operations and at Canwest LP's
newspaper operations and recently announced its plans to sell its
second-tier conventional TV channels, these factors are not likely
great enough to offset the Company's operating pressure and put
Canwest Media onside with its debt covenants.

DBRS notes that Canwest Media reset its debt covenants as part of
its amended credit facility in November 2008.  DBRS notes that any
covenant headroom gained from these amendments has been completely
eroded given that both economic conditions and the advertising
market have weakened much faster than the Company had anticipated.

DBRS has also downgraded the Issuer Rating of Canwest LP to CCC
(high) from BB (low) and its Secured Bank Debt to B (low) from BB
(high); the recovery rating of the Secured Bank Debt has been
downgraded to RR3 from RR2, indicating anticipated recovery
prospects of 50% to 70%.  The lower recovery rating on is due to
greater pressure expected on this business and a lower recovery
multiple given lower multiples in the newspaper industry.  DBRS
has also downgraded Canwest LP's Senior Subordinated Notes to CCC
(low) from B and confirmed its recovery rating at RR6 indicating
anticipated recovery prospects of 0% to 10%.

The downgrade of Canwest LP reflects the following: (1) the
weakness in its newspaper operations that is pressuring its
distributable cash flow; (2) high levels of debt at $1.5 billion,
with modest financial flexibility; and (3) DBRS's view that a
default at Canwest Media could ultimately indirectly affect
Canwest LP.

While the newspaper operations of Canwest LP tend to be highly
cyclical, DBRS notes that the pace of the current pressure is
significant (EBITDA down 29.1% in Q1 F2009).  This was driven by a
dramatic downturn in the Canadian economy and a significant
slowdown in key advertising categories across the country such as
automotive, retail and real estate.  While Canwest LP has
attempted to cut costs and continues to benefit from healthy
online advertising growth, the benefit of these factors is not
likely to keep pace with this pressure throughout F2009.  As a
result, both EBITDA and EBITDA margins are expected to be lower
for Canwest LP in F2009.  Additionally, DBRS is concerned that
this operating pressure, coupled with high levels of debt, is
likely to push Canwest LP closer to its financial covenants during
F2009.  Furthermore, the seasonal nature of the newspaper business
could require additional borrowing throughout F2009.

Finally, DBRS notes that while creditors at Canwest Media do not
have recourse to the assets of the operating subsidiaries such as
Canwest LP, a portion of its debt is secured by the shares of its
operating companies.  As such, should a restructuring occur at
Canwest Media, this could indirectly affect Canwest LP as it could
be part of an overall restructuring plan.  DBRS notes that from a
consolidated perspective Canwest Media has $4.1 billion of debt
outstanding and gross debt-to-EBITDA for the 12 months ending
November 30, 2008, of 7.08 times.

As part of its review, DBRS expects to continue to monitor closely
Canwest Media's negotiations with its banks and other means it
takes to improve its liquidity and financial risk profile.  At
this stage, DBRS cannot rule out additional rating actions that
could further lower the ratings of Canwest Media and Canwest LP.

Rating actions:

   (1) Issuer: Canwest Media Inc.
       Issuer Rating UR-Neg. CCC --

   (2) Issuer: Canwest Media Inc.
       Issuer Rating Downgraded CCC --

   (3) Issuer: Canwest Media Inc.
       Secured Bank Debt UR-Neg. B -- RR1

   (4) Issuer: Canwest Media Inc.
       Secured Bank Debt Downgraded B -- RR1

   (5) Issuer: Canwest Media Inc.
       Senior Subordinated Notes UR-Neg. CCC (low) -- RR5

   (6) Issuer: Canwest Media Inc.
       Senior Subordinated Notes Downgraded CCC (low) -- RR5

   (7) Issuer: Canwest Limited Partnership
       Issuer Rating UR-Neg. CCC (high) --

   (8) Issuer: Canwest Limited Partnership
       Issuer Rating Downgraded CCC (high) --

   (9) Issuer: Canwest Limited Partnership
       Secured Bank Debt UR-Neg. B (low) -- RR3

  (10) Issuer: Canwest Limited Partnership
       Secured Bank Debt Downgraded B (low) -- RR3

  (11) Issuer: Canwest Limited Partnership
       Senior Subordinated Notes UR-Neg. CCC (low) -- RR6

  (12) Issuer: Canwest Limited Partnership
       Senior Subordinated Notes Downgraded CCC (low) -- RR6


CAPMARK FINANCIAL: S&P Puts 'B+' Rating on Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed all of its servicer
rankings affiliated with Capmark Financial Group on CreditWatch
with negative implications.  These CreditWatch placements follow
the March 2, 2009, downgrade of Capmark Financial Group Inc., to
'B+' from 'BBB-' and the placement of the ratings on the company
on CreditWatch negative.

S&P has placed these Capmark-related servicer rankings on
CreditWatch negative:

  -- In the U.S., S&P's STRONG commercial mortgage master
     servicer, primary servicer, and special servicer rankings on
     Capmark Finance Inc.

  -- In the U.K., S&P's STRONG commercial mortgage servicer
     ranking on CapmarkServices Ireland Ltd. and S&P's STRONG
     commercial mortgage special servicer ranking on Capmark
     Services U.K. Ltd.

  -- In Japan, S&P's ABOVE AVERAGE commercial mortgage master
     servicer and commercial mortgage primary servicer rankings
     on Premier Asset Management Co.

  -- In Canada, S&P's ABOVE AVERAGE commercial mortgage primary
     servicer ranking on Capmark Canada Ltd.

All of the affected Capmark-related servicing entities remain on
Standard & Poor's Select Servicer List, which looks at a number of
factors, including maintaining a sufficient financial position.
The current 'B+' corporate credit rating for Capmark Financial
Group meets S&P's criteria for a sufficient financial position.
In light of the corporate downgrade, however, S&P is monitoring
each servicing entity's operational performance and ongoing
ability to meet its respective advancing, reporting, and portfolio
management duties.

As part of S&P's ongoing servicing surveillance efforts, S&P
maintain regular dialog with Standard & Poor's U.S. CMBS
Surveillance group, as Capmark has a sizeable presence in the U.S.
CMBS market.  Specifically, Capmark serves as master or lead
servicer on 112 Standard & Poor's rated CMBS deals with an
aggregate pool balance of $123.2 billion.  The company is also the
named special servicer on 76 Standard & Poor's rated CMBS deals,
55 of which Capmark also serves as the master or lead servicer.
The aggregate pool balance of the Standard & Poor's rated deals
where Capmark is the named special servicer is
$49.5 billion.  The placement of the servicer rankings assigned to
Capmark on CreditWatch negative will not at this time prompt
actions on the Standard & Poor's rated CMBS deals.  S&P will
comment on the situation or take further
action as warranted.

In an unrelated action requested by Capmark, Standard & Poor's is
withdrawing its AVERAGE commercial mortgage special servicer
ranking on Capmark Canada Ltd., given that Capmark no longer has
any CMBS special servicing assignments in Canada.

As of Dec. 31, 2008, Capmark Finance Inc.'s total U.S. ommercial
mortgage servicing portfolio comprised 34,032 loans with an unpaid
principal balance of $250.2 billion.  The company's total rated
CMBS serviced portfolio in the U.S. comprised 17,557 loans
totaling $134.3 billion across 481 deals.  The company was the
named special servicer on 116 rated CMBS deals covering 9,124
loans with an UPB of $48.4 billion.  It was also the named special
servicer on two rated CRE CDO transactions covering 54 loans with
an UPB of $814 million.  The company's active special servicing
portfolio comprised 165 loans and 56 real estate owned properties
with a balance of $1.56 billion (the specially serviced CMBS
component was $1.15 billion covering 150 loans and 49 real estate
owned properties).

Inclusive of the U.K. and Japan, the global servicing portfolio
for all Capmark entities comprised 49,729 loans with an unpaid
principal balance of $362.1 billion of Dec. 31, 2008.


CARLOS JUSTO: Files for Personal Bankruptcy in Florida
------------------------------------------------------
Oscar Pedro Musibay at South Florida Business Journal reports that
Carlos Justo has filed for personal bankruptcy in the U.S.
Bankruptcy Court for the Southern District of Florida.

Court documents say that Mr. Justo has almost $700,000 in assets.
Business Journal relates that Mr. Justo listed more than
$20 million in debts.  Business Journal states that Mr. Justo owes
about:

     -- $6.45 million in back taxes from 2002 to 2005 to the
        Internal Revenue Service;

     -- $4 million to Gibraltar Private Bank;

     -- almost $2 million to City National Bank;

     -- more than $1 million to Great Florida Bank;

     -- almost $130,000 to the Fisher Island Club; and

     -- almost $3,800 to the Imperial at Brickell condo
        association.

According to court documents, Mr. Justo's financial resources have
been decreasing.  Business Journal says that Mr. Justo's gross
commission dropped to$713,298 in 2008, from $1.1 million in 2007.
Mr. Justo, Business Journal relates, made $35,400 on commissions
in the first 45 days of this year.

Business Journal reports that Mr. Justo said that he expects to
rebound by returning to sales and leaving real estate investing to
others.

Carlos Justo is a celebrity mansion broker.


CC MEDIA: S&P Affirms 'B-' Long-Term Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-' long-
term corporate credit rating on San Antonio, Texas-based CC Media
Holdings Inc. (which S&P analyzes on a consolidated basis with its
operating subsidiary, Clear Channel Communications Inc.).  The
outlook is negative.

S&P removed the ratings from CreditWatch, where they had been
placed with negative implications on Feb. 13, 2009, due to S&P's
expectation of weak operating performance and concerns regarding
the company's ability to remain in compliance with financial
covenants in 2009.

"After anemic fourth-quarter 2008 results, S&P remain concerned
about potential covenant violations in the fourth quarter of 2009
if EBITDA continues to decline at similar rates," said Standard &
Poor's credit analyst Michael Altberg, "and cash balances are
reduced due to discretionary cash flow deficits."  As a result of
extensive add-backs in the credit agreement covenant definitions,
S&P estimate that the company could avoid a covenant breach in
2009 if EBITDA declines moderate in the second half of the year.


CENGAGE LEARNING: Moody's Cuts Rating on $1.22 Bil. Notes to Caa2
-----------------------------------------------------------------
Moody's Investors Service lowered the rating of Cengage Learning
Acquisitions, Inc.'s $1.22 billion 10.5% senior unsecured notes to
Caa2 from Caa1.  The downgrade reflects the reduced loss
absorption cushion beneath the bonds driven by open market
repurchases of Cengage Learning's 13.25% senior subordinate notes
and the 13.75% senior unsecured PIK notes issued by Cengage
Learning Holdco, Inc.  LGD assessments were also updated to
reflect the current debt mix.  CL Holdco's B3 Corporate Family
Rating, B3 Probability of Default rating and SGL-3 speculative
grade liquidity rating are not affected and the rating outlook
remains stable.

Moody's has taken these rating actions:

Downgrades:

Issuer: Cengage Learning Acquisitions, Inc.

-- 10.5% Senior Unsecured Notes, Downgraded to Caa2, LGD5 - 79%
   from Caa1, LGD5 -- 77%

Loss Given Default Updates

-- Senior Secured Bank Credit Facility, Changed to LGD3 - 31%
   from LGD2 -- 28% (B1 rating unchanged)

Cengage Learning's B3 Corporate Family Rating reflects its
relatively stable revenue and good cash flow generated from a
strong market position and broad product offerings in higher
education publishing, constrained by the very high leverage (debt-
to-EBITDA is approximately 11.3x LTM 12/31/08 incorporating
Moody's standard adjustments) following the July 2007 leveraged
buy-out from The Thomson Corporation.

The company's SGL-3 speculative grade liquidity rating indicates
adequate liquidity through the first quarter of calendar 2010.
Moody's believes the company has sufficient cash ($245 million at
12/31/08) and projected free cash flow of $100-$130 million
(calendar 2009) to meet the 1% required term loan amortization
($40.7 million per year) and the approximate $56 million
annualized coupon on the 13.25% senior subordinated notes that
turns cash pay in January 2010.  Moody's anticipates Cengage
Learnings remains reliant on its $300 million revolver to manage
its highly seasonal free cash flow.

The stable rating outlook reflects Moody's expectation that the
company will continue to maintain a comfortable cushion under its
credit facility covenants.  Moody's believes this leads to low
near-term default risk and some flexibility for Cengage to execute
its operating plans and cost reduction initiatives and absorb
weakness in its more pro-cylical lines of business (library
reference, K-12 school).  Moody's anticipates the company will
continue to generate modest free cash flow and make steady
progress toward reducing debt-to-EBITDA to a 10.0x range by 2009.

The last rating action was on June 1, 2007 when Moody's assigned
CL Holdco a B3 CFR in conjunction with the leveraged buy-out from
Thomson.

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

Cengage Learning, headquartered in Stamford, Connecticut is a
provider of learning products to colleges, universities,
professors, students, libraries, reference centers, government
agencies, corporations and professionals.  Cengage Learning
publishes college textbooks and reference materials, and
supplements its print publications with software tools and
training/assessment applications that support students and
professionals in all phases of their careers.  Annual revenue
approximates $1.7 billion.


CHARTER COMMUNICATIONS: Bank Debt Sells at Substantial Discount
---------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
77.09 cents-on-the-dollar during the week ended March 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 2.37
percentage points from the previous week, the Journal relates.
The loan matures on March 6, 2014.  Charter Communications pays
200 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's C
rating.

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

Meanwhile, participations in a syndicated loan under which
Fairpoint Communications is a borrower traded in the secondary
market at 53.50 cents-on-the-dollar during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.88 percentage points from the previous week, the Journal
relates.  The loan matures on March 31, 2015.  Fairpoint pays 275
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB+ rating.

                   About Charter Communications

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

                          *     *     *

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

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


CHINATOWN BLOSSOM: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Chinatown Blossom Plaza, LLC
        11611 San Vicente Blvd., Suite 800
        Los Angeles, CA 90049

Bankruptcy Case No.: 09-15020

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 5, 2009

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Daniel J. Weintraub, Esq.
                  dan@wsrlaw.net
                  Weintraub & Selth APC
                  12121 Wilshire Bvd., Ste. 1300
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494

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
   ------                      ---------------   ------------
Horizon Development Consulting                   $162,300
101 California St., Suite 2450
San Francisco, CA 94111

Nakada & Associates, Inc.                        $137,603
523 West Sixth St., Suite 1200
Los Angeles, CA 90014-1218

Cox, Castle & Nicholson                          $127,495
2049 Century Park East, 28th Floor
Los Angeles, CA 90067

Bell, Boyd & Lloyd, LLP                          $121,149

Allen, Matkins, Et Al.                           $82,018

Jeffer Mangels Butler & Marmaro, LLP             $4,543

The petition was signed by Lawrence S. Bond, managing member.


CITIGROUP INC: DBRS Cuts Preferred Shares Rating to 'D'
-------------------------------------------------------
Dominion Bond Rating Service downgraded its ratings for Preferred
Shares issued by Citigroup Inc. to D from BBB following the
announcement that the Company intends to suspend dividend payments
on its outstanding preferred shares.  This suspension is linked
with the Company's announced transaction to exchange common stock
for up to $27.5 billion in preferred securities.

Under DBRS policy, the suspension of dividend payments on non-
cumulative perpetual preferred securities, such as those issued by
Citigroup, results in a rating of D.

The D rating will continue as long as the dividend payments on the
Company's preferred shares remain suspended, and until such time
as the rating is discontinued or reinstated by DBRS.  The ratings
on these instruments had been Under Review with Negative
Implications since January 14, 2009, and remained there following
the downgrade of Citigroup's ratings on January 23, 2009.
Citigroup will continue to make scheduled payments on outstanding
trust preferred and enhanced trust preferred securities.


CLINT BALLINGER: Files Chapter 13; Evident Tech Not Part of Filing
------------------------------------------------------------------
Adam Sichko at The Business Review reports that Evident
Technologies Inc. president and CEO Clint Ballinger has filed for
protection under Chapter 13 of the U.S. Bankruptcy Code.

According to Business Journal, Mr. Ballinger listed $540,000 in
debts, mainly in two mortgages and at least six credit card bills.
Court documents say that Mr. Ballinger has $389,000 in assets,
most of which is connected to his house in Burnt Hills, appraised
at $320,000.

"This has nothing to do with the company.  None.  Zero.  The
company is fine.  The company has done absolutely nothing wrong.
This has nothing to do with me as CEO."

Business Journal relates that Mr. Ballinger said in December that
he was seeking $10 million to support Evident Technologies' newest
venture, an energy research unit.

Business Journal states that under Mr. Ballinger's proposed plan,
a court-appointed trustee will have "supervision and control" of
any future earnings or income, for purposes of paying off debts.
Court documents say that Mr. Ballinger earned about $146,472 from
Evident Technologies in the 2008 fiscal year.  Business Review
relates that Mr. Ballinger said in December 2008 that he expected
annual revenue to reach $4 million.

The court will hold a hearing on the April 2 in Albany the status
of Mr. Ballinger's repayment plan and one of his mortgages,
Business Journal says.

Clint Ballinger co-founded the Troy, N.Y.-based Evident
Technologies Inc.


COMFORT CO: Emerges From Chapter 11 Bankruptcy
----------------------------------------------
Comfort Co., Inc., and Sleep Innovations have emerged from its
voluntary Chapter 11 financial reorganization.  The Debtors' pre-
packaged Plan of Reorganization was confirmed by the United States
Bankruptcy Court for the District of Delaware on February 4, 2009.

"Today marks the start of an exciting new chapter for Sleep
Innovations," said Rick Heller, Sleep Innovations Chief Executive
Officer.  "I am particularly pleased that in the face of the
current economic environment we were able to complete our
restructuring in five months.  This is a testament to the hard
work of the entire Sleep Innovations team, our lenders and legal
and financial advisors.  With a strengthened capital base, we are
well-positioned to reach our full potential."

As part of its emergence from Chapter 11, the Debtors have
obtained $33 million in exit financing from their existing
lenders.

                       About Comfort Co.

Headquartered in West Long Branch, New Jersey, Comfort Co., Inc.
-- http://www.sleepinnovations.com/-- is a holding company that
owns 100% of the common stock of Sleep Innovations, Inc., which,
in turn, is the direct parent of Advanced Innovations East, LLC,
Advanced Innovations West, LLC, Advanced Innovations Central, LLC
and Advanced Urethane Technologies, Inc.  Advanced Urethane is the
direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon,
Inc., AUT Newburyport, Inc., and AUT West Chicago, Inc.

The Debtors develop, manufacture, market and distribute foam
comfort sleep products, which include pillows, mattresses and
mattress toppers, for sale to major retailers in the United
States, Canada, Mexico and other countries.  The Debtors also
manufacture and sell standard and specialty polyurethane foam
products to end market users, such as manufacturers in the
bedding, furniture, automotive, packaging, medical and consumer
products industries.

The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr.
D. Del. Lead Case No. 08-12305).  Michael R. Lastowski, Esq.,
and Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in
Philadelphia, and Sheryl L. Toby, Esq., at Dykema Gossett,
PLLC, represents the Debtors as counsel.  In its bankruptcy
petition, Comfort Co. estimated both assets and debts to be
between $100 million and $500 million.


COMMSCOPE INC: S&P Puts 'BB-' Corporate Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings on
Hickory, North Carolina-based CommScope Inc., including its 'BB-'
corporate credit rating, on CreditWatch with negative
implications.

"These actions reflect the company's challenging operating
environment, which resulted in meaningful declines in fourth-
quarter revenue and EBITDA," said Standard & Poor's credit analyst
Susan Madison.  Standard & Poor's expects profitability will
weaken further through the first quarter of 2009 and visibility
for the latter half of the year remains limited.  "The resulting
deterioration in credit metrics," said Ms. Madison, "and S&P's
expectations for reduced profitability in 2009 due to the weak
economy, could make it difficult for the company to meet the
current minimum financial covenants contained in its
$2.5 billion senior secured credit facilities."  At Dec. 31, 2008,
amounts outstanding under the facilities consisted of
$1.8 billion of term loan borrowings.


COMMUNITY HEALTH: Bank Debt Sells at Substantial Discount
---------------------------------------------------------
Participations in a syndicated loan under which Community Health
is a borrower traded in the secondary market at 81.48 cents-on-
the-dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.41 percentage points from
the previous week, the Journal relates.  The loan matures May 1,
2014.  The bank debt carries Moody's Ba3 rating and Standard &
Poor's BB rating.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital. Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.

Effective July 25, 2007, Community Health completed its
acquisition of Triad Hospitals, Inc.  Of the 115 hospitals
included in its continuing operations as of December 31, 2007, 43
of them were acquired as part of the acquisition of Triad.  The
acquisition of Triad also expanded the company's operations into
five states where it previously did not own any facilities.


CONGOLEUM CORP: Court Stays Dismissal Order Pending Appeal
----------------------------------------------------------
Judge Kathryn Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has entered an order to stay her decision
and order dismissing Congoleum Corp.'s bankruptcy case, Bankruptcy
Law360 reports.

The bankruptcy case dismissal is effective 20 days from the date
of the ruling.  As reported by the Troubled Company Reporter on
March 4, 2009, Congoleum had indicated it will file an appeal on
the ruling.  Congoleum, if the ruling stands, will lose protection
from creditors and be forced to deal with the asbestos claims in
civil court, Reuters has said.

Reuters also has reported that Congoleum's unsecured creditors
filed an emergency motion seeking to stay the court's decision,
pending results of the appeal.

The TCR related March 4, 2009, that the Court granted the motion
of First State Insurance Company and Twin City Fire Insurance
Company for summary judgment denying the confirmation of the
Amended Joint Plan of Reorganization of Congoleum Corp., et al.,
the Official Asbestos Claimants' Committee and the Official
Committee of Bondholders, dated Nov. 14, 2008.  In its decision,
the Court found that there is no genuine issue as to any material
fact and because of this, the insurers are entitled to summary
judgment as a matter of law.

On Feb. 26, 2009, the Court ordered the dismissal of the Debtors'
case, effective 20 days from the date of the order.  At the close
of the Disclosure Statement hearing on Dec. 18, 2008, the Court
ruled that the plan that had been recently filed would be the
final one it would consider.  All parties were given the
opportunity to submit their positions, either for dismissal or
conversion, to the Court.

In its opinion regarding the motion of the insurers for summary
judgement denying confirmation of the Amended Joint Plan of
Reorganization, the Court made these observations:

-- In the Court's first summary judgment opinion addressing
    confirmation, the Court noted that the pre-petition Claimant
    Agreement with Joseph Rice and Perry Weitz, referring to the
    treatment of $2 million in payments to Mr. Rice and Mr. Weitz,
    "provided for an even treatment of asbestos creditors and
    creates many of the confirmation problems that have plagued
    this case."

    Claimants' Counsel was able to exact this tribute from the
    Debtors because Sec. 524(g)(2)(B)(ii)((IV)(bb) requires that
    a Sec. 524(g) plan be approved by at least 75% of the voting
    claimants.  Thus, from the Debtors' perspective, it would be
    difficult, if not impossible, for the Debtors to confirm a
    plan unless Claimants' Counsel delivered the votes of their
    clients.

-- The inequality of distribution among asbestos claimants makes
    the plan unconfirmable.  The Plan proponents contend that the
    Amended Joint Plan provides for equality of treatment because
    all of the asbestos personal injury claims are placed in the
    same class.  While this is true, not all the creditors in
    Class 7 can avail themselves of the option available to
    asbestos claimants Kenneth Cook, Richard Arsenault and Edward
    Comstock.  For truly equal treatment the plan could have
    provided that claimants Cook, Arsenault and Comstock must
    relinquish any prepetition payments and apply to the Plan
    Trust on the same terms as all other asbestos creditors.

-- Cause exists under Sec. 1112(b)(5) for the dismissal of the
    Debtors' case because the Court has denied confirmation of
    every proposed plan, and has made clear its intent to deny
    any request for additional time to file a further amended
    plan.  Cause can also be found under Sec. 1112(b)(1) because
    there is continuing loss or diminution of the estate in the
    form of mounting professional fees.  Beyond the examples of
    cause enumerated in Sec.1112(b), the Court also finds cause
    exists to convert or dismiss based on the failed mediation
    attempts.  This case had the benefit of extensive mediation
    sessions with two extremely capable jurists, one of whom had
    previously presided over the coverage action.  The Court
    finds it quite telling that despite those efforts the parties
    could not be moved toward proposing a confirmable plan.

-- The Court believes that dismissal, as opposed to conversion,
    is the more prudent course of action.  The Debtors are able to
    pay their immediate expenses on a short term basis.
    Conversion would result in a convulsive disruption of both
    cash flow and employment.  Conversion would also add a
    significant layer of expense, as a Chapter 7 Trustee would be
    forced to start from scratch evaluating all of the Debtors
    assets and liabilities, including some very complex
    litigation.  Dismissal would leave the Debtors free to
    continue the ongoing coverage litigation in the state court
    and to negotiate in what the parties seem to agree is a tort
    litigation environment that has changed quite a bit since
    these Chapter 11s were filed.

A full-text copy of the Court's opinion, dated Feb. 26, 2009, is
available at:

  http://bankrupt.com/misc/Congoleum.OpinionSummaryJudgment.pdf

As reported in the TCR on Jan. 16, 2009, Bill Rochelle of
Bloomberg News said the two insurers argue the Plan does not
satisfy the statutory requirements under Section 1129 of the
Bankruptcy Code and therefore cannon be confirmed. The company may
only be able to emerge from bankruptcy after obtaining
confirmation of its plan.

Mr. Rochelle detailed that although the revised Plan was intended
to remedy defects the Court identified when it rejected the 12th
amended plan in June and the 10th amended plan in February, the
two insurance companies contend that the Plan still violates
bankruptcy law by not treating all creditors alike.  The insurers,
the report adds, characterize the Plan as giving Congoleum a
release from liability "for a minimal contribution" while the
insurance companies "would be saddled with a wildly inflated
liability."

As reported by the TCR on Jan. 14, Owens-Illinois, Inc., filed
with the Court a preliminary objection to the Plan filed by
Congoleum, together with its official committee of bondholders, on
Nov. 14, 2008.  Owens-Illinois claimed that the plan trust, to be
established on the effective date of the Plan, and which will
assume liability for all Asbestos personal injury claims against
Congoleum, fails to protect the interests of co-defendants in the
Asbestos litigation.

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Congoleum, together with its bondholders, filed a revised plan of
reorganization on Nov. 20, 2008.


CONSECO INC: A.M. Best Cuts Ratings to Non-Investment Grade
-----------------------------------------------------------
A.M. Best Co. on March 4, 2009, downgraded the financial strength
rating (FSR) to B (Fair) from B+ (Good) and issuer credit ratings
(ICR) to "bb" from "bbb-" for the key life/health subsidiaries of
Conseco, Inc. (Conseco) (Carmel, IN) [NYSE: CNO].  Concurrently,
A.M. Best has downgraded the ICR to "b-" from "b+" and all debt
ratings of Conseco.  All ratings have been placed under review
with negative implications.

The downgrades and under review status are largely based on
Conseco's announcement on March 2, 2009, that it plans to delay
the filing of its Annual Report on Form 10-K until on or before
March 17, 2009.  Conseco said it needs additional time to finalize
the analysis and disclosure related to its investment portfolio in
light of unprecedented market conditions.  Additionally, Conseco
was informed by its independent auditors that the potential exists
for their audit opinion to include an explanatory paragraph
regarding Conseco's ability to continue as a going concern.

The ratings will remain under review pending A.M. Best's
evaluation of additional information and analysis regarding
Conseco's liquidity and debt covenant margins, primarily those
that could be impacted by a significant amount of additional
realized losses in the company's investment portfolio.

The FSR has been downgraded to B (Fair) from B+ (Good) and the
ICRs to "bb" from "bbb-" for these key life/health subsidiaries of
Conseco, Inc.:

   -- Bankers Life and Casualty Company
   -- Colonial Penn Life Insurance Company
   -- Conseco Health Insurance Company
   -- Conseco Insurance Company
   -- Bankers Conseco Life Insurance Company
   -- Conseco Life Insurance Company
   -- Washington National Insurance Company

These debt rating has been downgraded:

Conseco, Inc.

    -- to "b-" from "b+" on $300 million 3.5% senior unsecured
       convertible debentures, due 2035 ($293 million in
       debentures outstanding)

The ICR has been downgraded to "b-" from "b+" for Conseco, Inc.


CST INDUSTRIES: S&P Changes Outlook to Negative; Holds 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
CST Industries Inc. to negative from stable.  At the same time,
S&P affirmed its ratings on the company, including the 'B' long-
term corporate credit rating.

"The outlook revision reflects increasing pressure on some of the
company's end markets, including industrial markets relating to
dry product storage tanks, which could adversely affect its near-
term operating performance," said Standard & Poor's credit analyst
Robyn Shapiro.  "Given the company's modest headroom under its
financial leverage covenant and the approaching covenant step-
downs, S&P believes weakening performance could pressure covenants
in 2009."

The ratings on Kansas City, Kansas-based CST reflect the company's
vulnerable business profile as a participant in the fragmented and
competitive metal storage tank market.  The ratings also reflect
the company's highly leveraged financial profile and modest cash
flow protection measures.

CST designs, fabricates, and erects factory-coated bolted and
welded tanks and aluminum geodesic domes for a variety of end
markets, including water, wastewater, industrial, agricultural,
and oilfield.  The industrial end markets are more cyclical than
the water and wastewater markets and the industry in general is
characterized by rival technologies and by competition among
numerous small players based on price, quality, and personal
relationships.  While the company has leading niche market shares,
it participates in a large overall market (metal storage).  A
diverse customer base with low sales concentration somewhat
offsets the risks associated with CST's narrow scope of
operations.

The company is exposed to the industrial production cycle, but has
a meaningful share of the less-cyclical water and wastewater
markets (which account for more than 50% of sales).  The company
has some geographic diversification, generating more than 30% of
sales abroad, and management intends to further expand its sales
reach to take advantage of opportunities in the international
market.  CST benefits from its technical expertise in engineering
and tank coatings.  The company is somewhat vulnerable to price
increases for raw materials (particularly for steel), but has
demonstrated an ability to pass through some cost increases to
customers during periods of strong demand, with timing lags.

The financial profile is highly leveraged.  As of Dec. 31, 2008,
total debt to EBITDA was about 5x and funds from operations to
total debt was about 8%.  Leverage is higher following the April
2008 debt-financed acquisition of Conservatek Industries Inc., a
manufacturer and installer of aluminum covers.  For the current
rating, S&P expects total debt to EBITDA to be about 5x and FFO to
total debt to be about 10%.

The outlook is negative, reflecting the company's modest margin of
financial covenant compliance.  S&P could lower the ratings if the
company violates its financial covenants and appears unlikely to
obtain satisfactory relief.  S&P could revise the outlook to
stable if the company continues to generate free cash flow and S&P
believes it can maintain about 15% headroom under financial
covenants.


DANA CORP: Bank Debt Continues Slide in Secondary Market Trading
----------------------------------------------------------------
Participations in a syndicated loan under which Dana Corp. is a
borrower traded in the secondary market at 28.71 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.71 percentage points from
the previous week, the Journal relates.  The loan matures on
January 31, 2015.  Dana Corp. pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.

Syndicated loans of other auto parts suppliers also trade at
substantial discount in the secondary market during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.

Participations in a syndicated loan under which Visteon Corp. is a
borrower traded at 16.07 cents-on-the-dollar, a drop of 1.64
percentage points from the previous week.  The loan matures on
May 30, 2013.  Visteon pays 300 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.

Lear Corp. bank debt traded in the secondary market at 31.17
cents-on-the-dollar, a drop of 3.40 percentage points from the
previous week.   The loan matures on March 29, 2012.  Lear Corp.
pays 250 basis points above LIBOR to borrow under the facility.
The bank debt is not rated.

Accuride Corp. bank debt traded at 62.00 cents-on-the-dollar, a
drop of 5.60 percentage points from the previous week.  The loan
matures on January 6, 2012.  Accuride pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's.  It carries a junk rating by Standard & Poor's.

                 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.


DANA CORP: Silver Point Discloses 10.1% Equity Stake
----------------------------------------------------
Silver Point Capital, L.P., Edward A. Mule, and Robert J. O'Shea,
in a joint Schedule 13G filed with the U.S. Securities and
Exchange Commission, disclosed holding shares of Dana Holding
Common Stock through Silver Point Capital Fund, L.P. and Silver
Point Capital Offshore Fund, Ltd., as of February 19, 2009:

                                       Dana Stock
                                      Beneficially      Equity
                                                         Stake
Entity                                       Owned     in Dana
------                                ------------    --------
Silver Point Capital, L.P.            10,698,337         10.1%
Edward A. Mule                        10,698,337         10.1%
Robert J. O'Shea                      10,698,337         10.1%

The number of common stock reported as beneficially owned by
Silver Point Capital, L.P. consists of 4,825,600 shares of common
stock, plus 5,872,737 shares of common stock that may be acquired
through conversion of shares of Dana's convertible preferred
stock.

Silver Point Capital, L.P. is the investment manager of Silver
Point Capital Fund, L.P. and the Silver Point Capital Offshore
Fund, Ltd.  and by virtue of this status may be deemed to be the
beneficial owner of the common stock held by the Fund and the
Offshore Fund.  Silver Point Capital Management, LLC is the
general partner of Silver Point Capital, L.P. and as a result may
be deemed to be the beneficial owner of the common stock held by
the Fund and the Offshore Fund.  Messrs. Edward A. Mule and
Robert J. O'Shea are members of the Management and have voting
and investment power with respect to the common stock held by the
Fund and the Offshore Fund and may be deemed to be a beneficial
owner of the common stock held by the Fund and the Offshore Fund.

                  P. Schoenfeld Dumps Dana Shares

In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission, P. Schoenfeld Asset Management LP, disclosed the
shares of Dana Holding Common Stock it and its affiliates
beneficially own, as of February 19, 2009:

                                       Dana Stock
                                      Beneficially      Equity
                                                         Stake
Entity                                       Owned     in Dana
------                                ------------    --------
P. Schoenfeld Asset Management LP        2,892,918       2.84%
P. Schoenfeld Asset Management GP LLC    2,892,918       2.84%
Peter M. Schoenfeld                      2,892,918       2.84%
PSAM WorldArb Master Fund Ltd.           2,177,965       2.15%
Rebound Portfolio Ltd.                     267,227       0.27%
Synapse I, LLC                              66,494       0.07%
Spartan Partners, L.P.                      66,494       0.07%
PSAM Texas Master Fund Ltd.                 26,494       0.03%

P. Schoenfeld previously disclosed holding 5.48% equity in
Reorganized Dana.

P. Schoenfeld Asset Management LP serves as the investment
adviser to Spartan, WorldArb, Rebound, Texas and certain managed
accounts with respect to the shares of Common Stock directly
owned by each of the Accounts and has full discretion to make all
investment decisions for the Accounts with respect to the shares
of Common Stock directly owned by each of the Accounts.

P. Schoenfeld Asset Management GP LLC, liability company serves
as the general partner of PSAM.

Mr. Peter M. Schoenfeld serves as the managing member of PSAM GP
with respect to shares of Common Stock directly owned by the
Accounts.

                 Donald Smith Reports 9.99% Stake

In a Schedule 13-G filed with the U.S. Securities and Exchange
Commission, Donald Smith & Co., Inc., discloses that it is deemed
to beneficially own 9,970,590 shares of Dana Holding Corp.'s
common stock as of February 11, 2009.

Donald Smith's shares represent 9.99% of 100,036,390 shares of
Dana Holding's Common Stock outstanding as of November 1,2008.

Mr. Smith has sole voting power is equivalent to 7,484,197 shares
of Dana's common stock.

Mr. Smith previously reported holding 2.7% equity stake in Dana
Corp.

                Avenue Capital Discloses 6.8% Stake

In a Schedule 13-G filed with the U.S. Securities and Exchange
Commission, Avenue Capital Management II, L.P. disclosed the
shares of Dana Common Stock  that it and its affiliates
beneficially own:

                                        Dana Stock      Equity
                                      Beneficially       Stake
Entity                                       Owned     in Dana
------                                ------------     -------
Avenue Capital Management II, L.P.    7,032,754.21       6.8%
Avenue Capital Management II
GenPar, LLC                           7,032,754.21       6.8%
Marc Lasry                            7,032,754.21       6.8%

The approximate percentages of shares of Common Stock reported as
beneficially owned by Avenue Capital Management II, Avenue
Capital Management II GenPar and Marc Lasry are based upon
100,036,390 shares of Dana Holding's Common Stock outstanding as
of November 1, 2008.

Avenue Capital Management II, L.P. is an investment banker to
each of the Avenue Entities. Avenue Capital Management II GenPar,
LLC is the General Partner of Avenue Capital Management II, L.P.
and Marc Lasry is the Managing Member of Avenue Capital
Management II GenPar, LLC.

                Davidson Kempner Unloads Dana Shares

In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission, Davidson Kempner Partners, L.P., disclosed that it
and its affiliates beneficially own 0% of Dana Holding Common
Stock as of February 17, 2009.

Davidson Kempner held a 7.4% equity stake in Dana on March 10,
2008.

                 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.


DANA CORP: Sues Insurance Companies Over $7.4 Million Losses
------------------------------------------------------------
Dana Holdings Corp. sued Northern Trust Corp. and Provident
Investment Counsel, Inc., over about $7,400,000 in losses tied to
Dana's pension plans, The Detroit Free Press reported on
February 21, 2009.

The newspaper, quoting the complaint filed by Dana with the
federal court in Toledo, Ohio, related that Northern Trust and
Provident failed to reconcile discrepancies in Dana's plan
records when the company switched investment advisers.

Meanwhile, about 187 employees at Dana Holding Corporation's South
Stockton, California, plant have signed up for representation by
the United Automobile, Aerospace and Agricultural Implement
Workers union, The Record reported on February 26, 2009.

"They wanted to have a voice in the workplace," Jim Soldate,
president of the UAW's Fremont-based Local 76, told The Record.

According to the newspaper, concerns over seniority after a
December 2008 layoff of about 70 at the plant convinced workers
they needed the UAW's help.  The plant's operational reduction
from two shifts to one in December displaced some workers with
more than a decade of service at the plant, while others with
only a year or two of service were allowed to stay, the report
said.

"I just don't think it's fair," Romeo Cabocan, a production-line
quality inspector who has worked at the plant for 11-1/2 years
told The Record.  "We understand with the economy, they've got to
cut people, but they've got to do it fairly."


DELPHI CORP: Seeks Court Nod for Sale of Steering Biz to GM
-----------------------------------------------------------
Delphi Corp. has submitted to the U.S. Bankruptcy Court for the
Southern District of New York a motion seeking approval of the
transfer of its global steering business to General Motors Corp.
Delphi filed the formal request three days after it released a
statement on its new deal with its former parent on March 3.

Judge Robert Drain will convene a hearing on the request on
March 24, 2009.  Objections are due March 17.

The parties have reached a deal regarding GM's exercise of its
option to purchase Delphi's global steering business, as
contemplated under the amended Master Restructuring Agreement.
The MRA, which original version was filed together with Delphi's
proposed plan of reorganization, filed in September 2007,
addresses, among other things, the scope of GM's existing and
future business awards to Delphi and related pricing agreements
and sourcing arrangements.

Delphi, in its Motion, explains that while in December 2007, it
has signed an asset purchase agreement for the steering and
halftshaft business with Steering Solutions Corporation, an
affiliate of Platinum Equity, LLC, the sale did not push through
and the APA was mutually terminated on March 3, 2009.  GM, subject
to approval by the Treasury, will pay SSC a $5.5 million break-up
fee.

Delphi also said that concurrent with the negotiations regarding
the Steering Business, it has negotiated certain arrangements
wherein GM agreed to provide advances to Delphi up to $650 million
with respect to payments GM would make upon the effectiveness of
Delphi's key agreements with GM -- the MRA and Global Settlement
Agreement.  The GSA resolves outstanding issues among Delphi and
GM that have arisen or may arise before Delphi's emergence from
Chapter 11. Following the consummation of the Amended GSA and
Amended MRA in September 2008, GM committed to make an additional
$300 million in advances pursuant to section 364(b) of the
Bankruptcy Code, which advances were coterminous with the term of
Delphi's $4.35 billion DIP credit facility.

Pursuant to an amendment executed on January 30, 3009 to the
Debtors' DIP Accommodation Agreement entered with JPMorgan Chase
Bank, N.A., administrative agent and required lenders under the
DIP Facility, the Debtors were required to secure an additional
$150 million in liquidity support from GM by March 24, 2009.  The
support form GM support might come in two parts, with $50 million
provided by February 27, 2009 and the remaining $100 million by
March 24, 2009.  On February 27, 2009, GM and Delphi reached an
agreement for GM to increase its commitment under the GM
Arrangement to $350 million, which satisfied the condition under
the Accommodation Amendment to reduction of the minimum liquidity
covenant from $100 million to $50 million.  GM conditioned the
further $100 million increase in the GM-Delphi Agreement on
finalizing an agreement in which GM could exercise its option
under the Amended MRA to purchase the Steering Business.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, notes that in order to maximize
available liquidity to the Debtors under the Accommodation
Amendment and in consideration of the benefits as a result of the
divestiture of the Steering Business, on March 3, 2009, the
Debtors and GM executed an agreement in which the parties agreed
that the conditions to GM's exercise of the MRA option were
satisfied in consideration for revised and supplemented terms of
the sale of the Steering Business.  Having reached an agreement on
the sale of the Steering Business, also on March 3, 2009, the
Debtors and GM reached an agreement, subject to certain
conditions, to increase GM's commitment under the GM-Delphi
Agreement to $450 million.

A copy of the Steering Option Exercise Agreement:

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

                      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 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.


DELTA PETROLEUM: Moody's Pares Rating on $150 Mil. Notes to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded Delta Petroleum Corporation's
(Delta) $150 million 7% senior unsecured notes due 2015 to Ca (LGD
5, 78%) from Caa3 (LGD 5, 76%).  Moody's also downgraded Delta's
Corporate Family Rating to Caa3 from Caa2 and its Probability of
Default Rating to Caa3 from Caa2.  Delta's Speculative Grade
Liquidity rating remains at SGL-4.  The outlook is negative.

The downgrade primarily reflects the lack of liquidity and the
non-compliance with its bank credit facility.  As a result, Delta
has entered into a forbearance agreement with its bank lenders
pursuant to which lenders agreed to forbear from exercising their
rights under the credit agreement (including acceleration of the
amounts due) arising as a result of Delta's non-compliance with
certain covenants in the credit agreement, specifically the
current ratio covenant of 1:1.  Consequently, Delta intends to
raise capital.  The company anticipates issuing $175 million of
convertible preferred.  With the proceeds of a potential
$175 million convertible preferred rights offering, Delta intends
to reduce amounts outstanding under its $295 million borrowing
base credit facility (100% drawn) to approximately $225 million,
reduce other accounts payable which total approximately
$159 million, and for working capital and general corporate
purposes.

Additionally, the downgrade reflects continued high and
unsustainable costs and leverage.  Specifically, Moody's estimates
Delta's three year average all sources finding and development
costs at $9.20, its leveraged full cycle costs estimated at
$45.95/boe, and its Debt/PD boe reserves at $21.94.  Concurrently,
Delta's reserves have a high concentration risk, a continued
reliance on an aggressive drilling program for growth that
includes some very expensive and higher risk/higher reward wells
which may continue to drive inconsistent results, even if
successful.  Finally, with only 20% of reserves proved developed,
Moody's estimates that Delta will continue to need significant
resources to develop its reserves potential.  As a result, Delta
will be forced to continue to sell assets to repay debt diverting
cash from reserve monetization.

Moody's will continue to assess: i) Delta's reserve potential and
financial position in light of the company's 2008 drilling, land,
and acquisition spending of $732 million and its anticipated
$52 million 2009 drilling program; ii) Delta's ability to raise
new equity or equivalent funding in the current market, in light
of an upcoming borrowing base revolver re-determination date in
April 2009; and iii) Delta's asset sale and/or joint venture
program.

The last rating action on Delta was on January 14, 2009, at which
time the Corporate Family Rating and Probability of Default Rating
were downgraded to Caa2 from Caa1and the Senior Unsecured Rating
was downgraded to Caa3 from Caa2.  Also, the ratings were placed
on review for further downgrade.

Delta Petroleum Corporation, headquartered in Denver, CO, is small
US independent exploration and production company with a focus on
the Gulf Coast, Columbia River Basin, and Rocky Mountain regions.


DENISE BANKSTON: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Denise M. Bankston
        5029 Sweetwater Drive
        Benton, LA 71006

Bankruptcy Case No.: 09-10675

Chapter 11 Petition Date: March 5, 2009

Court: Western District of Louisiana (Shreveport)

Debtor's Counsel: Robert W. Raley, Esq.
                  rraley52@bellsouth.net
                  Robert W. Raley
                  290 Benton Road Spur
                  Bossier City, LA 71111
                  Tel: (318) 747-2230
                  Fax: (318) 747-0106

Estimated Assets: $50 million to $100 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Community Trust Bank           Bank Loan         $2,350,000
1101 Roc Lane                  Premier
Ruston, LA 71270               Aggregates, LLC

Hess Management                Equipment Loan    $1,700,000
c/o Joseph Ward at Ward        Premier
and Conley, LLC                Aggregates, LLC
527 E. Boston Street Ste 200
Covington, LA 70433

Diversified Financial          Equipment Loan    $1,463,500
Services                       Premier
c/o Chip Naus at Wiener,       Aggregates, LLC
Weiss
& Madison, Attorneys
P.O. Box 21990
Shreveport, LA 71120

Alliance Bank                  Loans for         $1,200,000
Sold to California Bank and    Business B & S
Trust                          New Directions
P.O. Box 1507                  LLC
Salt Lake City, UT 84110

Ford Motor Credit              B & S New         $1,200,000
One American Road              Directions, LLC
P.O. Box 1739
Dearborn, MI 48121

GE Transportation Finance      Equipment Loan    $1,192,500
c/o Mary Cali at Shows, Calli  Premier
Berthelot, Walsh, LLP          Aggregates, LLC
PO Drawer 4425
Baton Rouge, LA 70821

Business First Bank            Business Line of  $989,264
5110 Corporate Blvd.           Credit
Baton Rouge, LA 70808

John Deere Credit Corp.        Equipment Loan    $941,000
c/o J. Michael Percy at        Premier
Stafford, Stewart, & Potter    Aggregates, LLC
3112 Jackson Street
Alexandria, LA 71301

Lehman Brothers                Building Loan     $825,000
25520 Commercentre Dr.         BSD Real Estate,
Lake Forest, CA 92630          LLC

Red River Bank                 Jet Allegiance    $737,000
601 Market Street              Aviation, LLC
Shreveport, LA 71101

Jalou Corp.                    Fuel Supplier     $667,500
c/o James Lochridge at Preis   Premier
and Roy, PLC                   Aggregates, LLC
P.O. Drawer 94-C
Lafayette, LA 70509

Altec Capital Services         Equipment Loan    $667,000
P.O. B 100816                  Premier
Atlanta, GA 30384              Aggregates, LLC
Altec Capital Services

First Tennesse Bank National   Airplane          $620,000
Ass.                           B.S. Aviation LLC
Metropolitan Division
165 Madison
Memphis, TN 38103

First Guaranty Bank            Bank Loan         $592,800
P.O. Box 2009                  Schmidt Built
Hammond, LA 70404              Homes, LLC

Bancorpsouth                   Business Line of  $495,235
                               Credit

LA Machinery Co., LLC          Equipment Loan    $496,500
                               Premier
                               Aggregates, LLC


Iberia Bank                    Business Line of  $482,590
                               Credit


Red River Bank                 Line of Credit    $480,750
                               Titan Healthcare,
                               LLC


DEXIA MEDIA EAST: Bank Debt Sells at 55% Off Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Dexia Media East
LLC is a borrower traded in the secondary market at 44.40 cents-
on-the-dollar during the week ended March 6, 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 on November 8, 2009.  Dexia Media East pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B1 rating and Standard & Poor's B- rating.

Dex Media East LLC is a subsidiary of Dex Media East, Inc. and an
indirect wholly-owned subsidiary of Dex Media, which is a direct
wholly-owned subsidiary of R.H. Donnelley Corporation.  Dex Media
East is the exclusive publisher of the "official" yellow pages and
white pages directories for Qwest Corporation, the local exchange
carrier of Qwest Communications International Inc., in Colorado,
Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South
Dakota.


DOLE FOOD: S&P Assigns 'B-' Rating on $325 Million 2014 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
rating to Westlake Village, California-based Dole Food Co. Inc.'s
proposed $325 million second-lien notes due 2014, with a recovery
rating of '3', indicating the expectation of meaningful (50%-70%)
recovery in the event of payment default.  S&P expects that the
company will use net proceeds from the issuance, together with
borrowings under the revolving credit facility, to refinance its
$345 million senior notes due May 1, 2009, and pay related fees,
premiums, and expenses.  Standard & Poor's also affirmed the
existing ratings on the company, including the 'B-' corporate
credit rating.  The outlook is negative.

S&P will consider an outlook revision to stable upon successful
completion of the refinancing under reasonable terms.  S&P will
also withdraw its 'B-' rating on the 2009 notes upon repayment.
As of Jan. 3, 2009, the company had about $2.2 billion of debt.

The ratings on Dole reflect its highly leveraged financial profile
and participation in the competitive, commodity-oriented, and
volatile fresh produce industry, which is subject to seasonality,
as well as political and economic risks.  In addition to the May
2009 note maturity, the company also needs to address a bonding
requirement related to a European Commission fine by April 30,
2009, and maturities in June 2010.

"Given current difficult market conditions, S&P remain concerned
about Dole's ability to successfully refinance the notes due May
2009," said Standard & Poor's credit analyst Alison Sullivan.  In
addition, Dole needs to address a bonding requirement related to
the EC fine by April 30, 2009.  S&P could lower the company
ratings if Dole cannot refinance the 2009 notes on a timely basis,
while maintaining adequate liquidity.

"Alternatively, Standard & Poor's could revise the outlook to
stable if the 2009 notes are successfully refinanced under
reasonable terms, liquidity is sufficient, and operating trends
continue to show improvement," she continued.


DOMTAR CORP: S&P Changes Outlook to Negative; Affirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Domtar Corp. to negative from stable.  At the same time, S&P
affirmed the ratings, including the 'BB' long-term corporate
credit rating, on Domtar.

"We revised the outlook based our expectations of Domtar's weaker
EBITDA generation in 2009 as demand for uncoated freesheet and
pulp continues to decline," said Standard & Poor's credit analyst
Jatinder Mall.

The ratings on Domtar reflect S&P's view of the company's leading
market position in the North American uncoated freesheet market
and good cost profile.  The ratings are constrained, however, by
what S&P see as a steady decline in demand for UFS; volatile
prices for commodity paper, pulp, and lumber products; and a weak
lumber business.

With about 34% of industry capacity, Domtar is the largest UFS
manufacturer in North America.  It has 4.1 million short tons of
integrated fine paper capacity at 11 pulp and paper mills.  Most
of its paper capacity is in the U.S.; Domtar also manufactures and
sells coated groundwood paper, pulp, and lumber.

The negative outlook reflects Standard & Poor's expectations that
product demand in all of Domtar's business segments will remain
weak in the near term, placing pressure on its credit metrics.
S&P could lower the ratings if market conditions do not improve
and Domtar's EBITDA generation remains at fourth-quarter 2008
levels over the first half of 2009 leading to a leverage ratio of
more than 4x.  An upgrade is unlikely in the near term and would
require a combination of Domtar improving profitability and
further deleveraging to about 2.5x.


EASTMAN KODAK: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
Eastman Kodak Co., including lowering the corporate credit rating
to 'B-' from 'B.'  S&P removed the corporate credit rating from
CreditWatch, where it was placed with negative implications on
Nov. 3, 2008.  The outlook is negative.

"The downgrade reflects the company's high rate of cash
consumption and concern that its cash balance could quickly
diminish if substantial negative discretionary cash flow
generation does not abate," said Standard & Poor's credit analyst
Tulip Lim.  The issue-level ratings remain on CreditWatch with
negative implications, pending a review of the capital structure
after the company addresses its covenant compliance on its secured
credit facility with lenders.  "We believe that the structure of
the facility could change as a result of such discussions," added
Ms. Lim.


ECLIPSE AVIATION: Now in Ch. 7 Liquidation After Botched Sale
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware said that
it would grant a motion by creditors to convert the bankruptcy
case of Eclipse Aviation Corp. to Chapter 7 liquidation,
Bloomberg's Bill Rochelle said.

As reported by the TCR on February 27, 2009, citing an Associated
Press report, Eclipse Aviation said that it won't object a motion
filed by senior noteholders to convert the company's Chapter 11
reorganization case to Chapter 7 liquidation.

The noteholders want "effective control" of Eclipse's assets.  The
Noteholders sought the conversion following the Company's failure
to complete its planned $188 million sale to EclipseJet Aviation
International Inc., an affiliate of ETIRC Aviation.

                     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.


EQUITRUST LIFE: A.M. Best Cuts FS Rating to Non-Investment Grade
----------------------------------------------------------------
A.M. Best Co. downgraded on February 27, 2009, the financial
strength rating (FSR) to B++ (Good) from A- (Excellent) and the
issuer credit rating (ICR) to "bbb+" from "a-" of Farm Bureau Life
Insurance Company (FB Life).

A .M. Best also has downgraded the FSR to B+ (Good) from A-
(Excellent) and the ICR to "bbb-" from "a-" of its affiliate,
EquiTrust Life Insurance Company.

Concurrently, A.M. Best has downgraded the ICR and debt ratings to
"bb" from "bbb-" of FBL Financial Group, Inc. (FFG) [NYSE: FFG],
the ultimate parent of FB Life and EquiTrust.  All ratings have a
negative outlook.  All companies are located in West Des Moines,
IA.

The rating actions reflect FFG's significant level of unrealized
losses in its investment portfolio, high level of real-estate
linked assets, limited financial flexibility and high intangibles
to equity, the rapid growth in annuity reserves within the
organization and the losses reported in its 2008 GAAP results, due
primarily to one-time deferred acquisition cost and sales
inducement adjustments related to anticipated surrenders at
EquiTrust Life.

FFG reported a 53% decline in its GAAP equity between the third
and fourth quarters of 2008 due to a significant increase in its
accumulated other comprehensive loss.  As these unrealized losses
do not flow through statutory statements, the reported capital for
the life insurance entities remained stable and increased modestly
due to capital contributions and permitted practices in the state
of Iowa.  Nevertheless, A.M. Best is concerned with the magnitude
of the unrealized losses relative to capital as the company
continues to maintain a high exposure to real-estate linked
assets, with high growth in its commercial mortgage portfolio over
the last several years.  While performing to date, a downturn in
commercial real estate performance is anticipated given weak
macroeconomic conditions.  Rapid growth has led to heightened
interest rate risk and a high level of intangibles to equity.  In
addition, A.M. Best believes that spread management will continue
to be a challenge for FFG.

The significant annuity growth experienced at EquiTrust has been
supported through capital contributions from FFG, primarily from
the issuance of debt and originally from ongoing dividend payments
from FB Life to its parent.  A.M. Best notes that additional
leverage was added in 2008 through the fourth quarter issuance of
a three-year $100 million note to affiliated companies.

EquiTrust's interest-sensitive liabilities have shown significant
growth, through sales of both indexed annuity products, and more
recently, through sales of multi year guaranteed fixed annuities.
While the company's risk-adjusted capitalization is presently
viewed as adequate, continued rapid growth and further investment
impairments would weaken its capital position.

The ratings continue to recognize FB Life's more balanced business
profile between life and annuity reserves, strong affinity within
the Farm Bureau market and stable profitability trends. The
ratings also recognize EquiTrust's rational product design,
competent hedging programs and proactive market conduct and
compliance programs.

The negative outlook on the ratings reflects A.M. Best's concern
with the reduced level of financial flexibility within the
organization in the current unfavorable credit environment, the
continued concern with potential future losses in its portfolio
and an elevated level of surrenders.

These debt ratings have been downgraded:

FBL Financial Group Inc.--

   -- to "bb" from "bbb-" on $75 million 5.85% senior unsecured
      notes, due 2014

   -- to "bb" from "bbb-" on $100 million 5.875% senior unsecured
      notes, due 2017


EUROFRESH INC: Moody's Downgrades Corporate Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service lowered the corporate family and senior
unsecured bond ratings of Eurofresh, Inc. to Ca from Caa3. Moody's
affirmed the company's probability of default rating at Ca and its
senior subordinated discount notes at C.  Moody's placed all
ratings with the exception of the senior subordinated discount
notes under review for possible downgrade.

These rating actions reflect Moody's expectation that a
restructuring of Eurofresh's liabilities is inevitable given a
debt burden that is currently unsupportable from operations.  LGD
assessments are subject to adjustment.

Ratings lowered and under review for possible downgrade:

  -- Corporate family rating to Ca from Caa3

  -- $170 million senior unsecured discount notes due 2013 to Ca
     from Caa3

Ratings affrimed and under review for possible downgrade:

  -- Probability of default rating a Ca

Rating affirmed:

-- $44.17 million senior subordinated discount notes due 2014
   at C

Eurofresh did not make the January 2009 interest payment on its
11.5% Senior Notes due 2013, entering the grace period which has
been extended to March 18, 2009.  The company is evaluating
strategic alternatives, including balance sheet recapitalization.
Eurofresh is in negotiations with secured lenders and noteholders
regarding its capital structure.

Moody's review will focus on Eurofresh's liquidity and changes in
its capital structure, if any.

Moody's most recent rating action for Eurofresh on December 20,
2007 downgraded the company's ratings with a negative outlook.

Based in Wilcox, Arizona, Eurofresh, Inc., is the country's
largest producer of greenhouse tomatoes.  Sales for the twelve
months ended September 30, 2008 were approximately $179 million.


EVERYTHING BUT WATER: Organizational Meeting to Form Panel Today
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 9, 2009, at 11:00
a.m. in the bankruptcy case of Everything But Water LLC.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209 in Wilmington, Delaware.

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

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

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

Based in Orlando, Florida, Everything But Water, LLC --
http://www.everythingbutwater.com/-- owns and operates a chain of
women's swim and resort-wear stores in the United States.

Everything But Water and its affiliate, Just Add Water, Inc.,
filed for Chapter 11 bankruptcy protection on February 25, 2009
(Bankr. D. Del. Case Nos. 09-10649 and 09-10650).  Judge Mary F.
Walrath presides over the case.  Neil Raymond Lapinski, Esq., and
Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf in
Wilmington, serve as bankruptcy counsel.  When it filed for
bankruptcy, Everything But Water disclosed $50,001 to $100,000 in
assets and $1,000,001 to $10,000,000 in debts.


EXCHANGE INSURANCE: A.M. Best Cuts Fin'l Strength Rating to Weak
----------------------------------------------------------------
A.M. Best Co. downgraded on February 27, 2009, the financial
strength rating to C (Weak) from B (Fair) and the issuer credit
rating to "ccc" from "bb" of The Exchange Insurance Company
Limited (Exchange) (United Kingdom).  The ratings remain under
review, but the implications of the review have been revised to
negative from developing.

The ratings of Exchange have been downgraded due to the continued
failure to complete negotiations with external investors to raise
additional capital.  The downgrading of the ratings reflects the
company's capacity to pay claims in the event of run-off given the
increased likelihood that it will be placed into administration.

Exchange continues to pursue negotiations to sell the company to
potential investors.  The ratings remain under review pending
resolution of these discussions.  Should these talks conclude
successfully, an upgrade is possible.  However, the company will
require regulatory approval for a change of controller if
negotiations are concluded successfully.


EZEQUIEL ALCALA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ezequiel Alcala Tapia
        aka Ike Tapia
        dba Tapia Dairy
        3913 Veribest Park Rd.
        Miles, TX 76861

Bankruptcy Case No.: 09-60048

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tapia Dairy # 3, L.L.C.                            09-60049
Tapia Pearsall, L.L.C.                             09-60052

Chapter 11 Petition Date: March 5, 2009

Court: Northern District of Texas (San Angelo)

Judge: Robert L. Jones

Debtor's Counsel: Dana A. Ehrlich, Esq.
                  danaehrlichlawoffice@yahoo.com
                  Law Office of Dana Ehrlich
                  P.O. Box 1831
                  San Angelo, TX 76902
                  Tel: (325) 655-5351
                  Fax: (325) 655-7089

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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


FAIRPOINT COMMUNICATIONS: Bank Debt Sells at 47% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Fairpoint
Communications is a borrower traded in the secondary market at
53.50 cents-on-the-dollar during the week ended March 6, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.88
percentage points from the previous week, the Journal relates.
The loan matures on March 31, 2015.  Fairpoint pays 275 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB+ rating.

Meanwhile, participations in a syndicated loan under which Charter
Communications is a borrower traded in the secondary market at
77.09 cents-on-the-dollar during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 2.37 percentage points from the previous week, the Journal
relates.  The loan matures on March 6, 2014.  Charter
Communications pays 200 basis points above LIBOR to borrow under
the facility.  The bank debt carries Moody's B1 rating and
Standard & Poor's C rating.

Charter and its subsidiaries expect to file voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code
by April 1, 2009, to implement a restructuring aimed at improving
its capital structure.  As reported by the Troubled Company
Reporter on February 19, 2009, Charter reached an agreement in
principle with holders of certain of its subsidiaries' senior
notes holding approximately $4.1 billion in aggregate principal
amount of notes issued by Charter's subsidiaries, CCH I, LLC and
CCH II, LLC.

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


FIRST INDUSTRIAL REALTY: Moody's Cuts Senior Unsecured Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of First
Industrial Realty Trust and First Industrial L.P. (senior
unsecured debt to Baa3, from Baa2) and placed the ratings on
review for possible downgrade.  These ratings actions reflect the
continued weakening of First Industrial's credit metrics and the
breaching of certain benchmarks previously laid out by Moody's as
likely to put negative pressure on the ratings.  In addition, with
a fully drawn line of credit, First Industrial has very little
room within its liquidity profile for any operating difficulties.

During its review Moody's will focus on First Industrial's
performance. Moody's will also closely monitor the progress of
First Industrial's refinancing efforts for its $125 million June
2009 maturity.  In addition, First Industrial's ability to meet
its financial covenants with respect to both its bond and bank
line may erode if economic conditions in 2009 put negative
pressure on its NOI and property sales.

First Industrial's fixed charge coverage for Q4'08 was only 1.5X
indicating a strong negative trend and far below the 2.5X criteria
established by Moody's.  Also, First Industrial's leverage
measured as debt/EBITDA rose to 9.7X for Q4'08, much higher than
the 6X level that Moody's viewed as prudent, which points to a
downward trend for 2009.  Moody's believes that the REIT's
portfolio performance and credit profile will continue to be
pressured by reduced tenant demand resulting from the recessionary
economy.  In addition, First Industrial will not be receiving as
significant an upside from its joint ventures and merchant
building activities as it had in prior years.

Counterbalancing these challenges, First Industrial benefits from
a well-diversified and largely (96%) unencumbered portfolio which
performed well in 2008.  Same property NOI growth was 1.5% for
2008 and even the weakest performance in the fourth quarter was
positive with a 0.7% increase.

The rating outlook would likely return to stable once First
Industrial achieves and maintains a consistent credit profile
encompassing effective leverage of approximately 60% and/or 6X
debt/EBITDA, fixed charge coverage (including proceeds from
merchant building and JV activities) of approximately 2.5X and
secured debt under 10% of gross assets.  However, Moody's does not
expect this to happen in the near term.  In addition, adequate
liquidity and successful refinancing of upcoming debt maturities
would be key for a stable outlook.

A ratings downgrade could result from further declines in First
Industrial's fixed charge coverage (including JV and merchant
building proceeds) to below 2X over several quarters, a sustained
increase in effective leverage to over 65% debt/gross assets or
over 7X debt/EBITDA, or a rise in secured debt closer to 20% of
gross assets.  Any covenant breaches could also cause the ratings
to be lowered, including a multiple-notch downgrade.

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

* First Industrial L.P. -- Senior debt to Baa3 from Baa2; senior
  debt shelf to (P)Baa3 from (P)Baa2

* First Industrial Realty Trust, Inc. -- Preferred stock at to
  Ba1 from Baa3; preferred stock shelf to (P)Ba1 from (P)Baa3

Moody's last rating action with respect to First Industrial was on
November 5, 2008, when Moody's affirmed the ratings of First
Industrial L.P. at Baa2 (senior unsecured) and First Industrial
Realty Trust, Inc. at Baa3 (preferred stock) and revised the
rating outlook to negative.

First Industrial Realty Trust, Inc. [NYSE: FR] is an industrial
real estate investment trust that controls over 70 million square
feet of warehouse, manufacturing and light industrial assets, in
addition to over 680 acres of developable land in more than 30
markets in the United States and Canada.  At December 31, 2008,
First Industrial had $3.2 billion in assets and $864 million in
book equity.


FORD MOTOR: Restructuring Has No Immediate Impact on DBRS Ratings
-----------------------------------------------------------------
Ford Motor Company last week announced a series of offers
pertaining to the restructuring of its automotive debt
obligations.  Concurrently, the Company provided an update on its
tentative agreements with the United Auto Workers regarding, among
other items, future Voluntary Employee Beneficiary Association
payments.

While the attempted measures are viewed positively by Dominion
Bond Rating Service, the rating agency said that, at present there
are no resulting rating implications.  DBRS notes there remains
considerable execution risk with respect to every major component
of the proposed debt restructuring.  Additionally, DBRS further
noted that Ford must also demonstrate continued progress with
respect to other aspects (e.g., operations, cost and capacity
reductions, product portfolio, etc.) of its attempted
transformation.  This progress will be all the more challenging in
the face of global automotive industry conditions that appear to
be deteriorating even more than l2008's severe downturn.

The announcement is aimed at restructuring Ford's automotive debt.
As of December 31, 2008, total automotive debt amounted to $25.8
billion.

The Company, in conjunction with Ford Motor Credit Company LLC,
announced various offers, with respect to the restructuring of
these obligations.

   (1) Ford Credit announced a cash offer of up to $1.3 billion
       to purchase certain series of the senior unsecured notes.
       DBRS notes that the tender offer consideration varies from
       27% to 52% of the respective face amounts (in each case
       supplemented by an early tender premium of 3%), with the
       highest consideration being offered to the 9.50%
       debentures due June 1, 2010.

   (2) Regarding the convertible notes, Ford is offering a
       common stock conversion supplemented by a cash premium,
       specifically each $1,000 principal amount of the
       convertible notes is subject to an offer of 108.6957
       shares of Ford common stock plus an $80 cash premium.

   (3) Ford has announced its intention to defer future interest
       payments on these securities, beginning with the payment
       due April 15, 2009.  The Company pointed out that it is
       permitted to defer such payment for up to 20 consecutive
       quarters.

   (4) Regarding the senior secured term loan debt, Ford Credit
       has announced a cash offer in the amount of $500 million
       to purchase these loans on an auction basis, with a price
       range of not less than 38% of par and nor greater that 47%
       of par.

If the measures are successfully executed, Ford's debt and VEBA
obligations would be materially reduced, providing the Company
with significantly greater financial flexibility to weather the
severe global automotive downturn.

However, DBRS notes that, apart from its financial burden, several
other aspects of Ford's attempted transformation remain.  A key
component of the Company's strategy entails an increased focus on
Ford's core brands.  As such, the Company completed the
divestitures of several non-core brands, including Aston Martin,
Jaguar and Land Rover.  Ford has also reduced its stake in Mazda
and is currently reviewing its options with respect to Volvo.

As for product planning, while Ford will continue to offer a full
assortment of vehicles (i.e., from small cars to large pickup
trucks and sport utility vehicles (SUVs)), the Company will place
an increased focus on small and midsize cars in response to the
recent distinct shift in vehicle segmentation (i.e., away from
larger vehicles and toward smaller, more fuel-efficient models).

Finally, Ford has emphasized the strategic importance of Ford
Credit, whose objective is to consistently support the sale of
Ford vehicles.  Ford retains whole ownership of Ford Credit.  This
is seen to be a distinct advantage vis--vis General Motors
Corporation and Chrysler LLC, which no longer have total control
of their respective captive finance companies.  This gives Ford
greater flexibility in supporting vehicle sales, particularly in
the current environment of very tight credit conditions.

DBRS acknowledges the progresses made by Ford as well as the
strategic merits of the Company's announced initiatives, which, if
successfully executed to a substantial degree, would likely have
positive rating implications.  However, DBRS is currently not
taking any action with respect to the ratings, which have a
Negative trend, in light of the significant cash burn of the
automotive operations and the severe automotive industry
conditions.  Future rating action will depend on an aggregate
assessment of the Company's progress in its transformation in the
context of prevailing industry conditions.


FREEDOM BANK: Georgia Regulators Appoint FDIC as Receiver
---------------------------------------------------------
Freedom Bank of Georgia, based in Commerce, Georgia, was closed on
March 6, 2009, by the Georgia Department of Banking and Finance,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Northeast Georgia Bank, of
Lavonia, Georgia, to assume all of the deposits of Freedom Bank of
Georgia.

The four offices of Freedom Bank of Georgia reopened on March 9,
2009, as branches of Northeast Georgia 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 March 4, 2009, Freedom Bank of Georgia had total assets of
approximately $173 million and total deposits of $161 million.  In
addition to assuming all of the deposits of the failed bank,
Northeast Georgia Bank agreed to purchase approximately $167
million in assets at a discount of $13.65 million.  The FDIC will
retain the remaining assets for later disposition.

The FDIC and Northeast Georgia Bank entered into a loss-share
transaction.  Northeast Georgia Bank will share in any losses on
approximately $96.5 million in assets covered under the agreement.
The loss-sharing arrangement is projected to maximize returns on
the covered assets covered by keeping them in the private sector.
The agreement 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 $36.2 million.  Northeast Georgia Bank's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
Deposit Insurance Fund compared to alternatives.  Freedom Bank of
Georgia is the seventeenth FDIC-insured institution to fail in the
nation this year.  The last bank to fail in Georgia was FirstBank
Financial Services, McDonough, on February 6, 2009.


G.I. JOE'S: Aims to Keep Going Concern Value; Must Sell in 30 Days
------------------------------------------------------------------
G.I. Joe's Inc. filed, contemporaneous with its bankruptcy
petition, documents seeking approval from the U.S. Bankruptcy
Court for the District of Delaware to auction off all its assets
on March 30.

The Debtor appears to prefer bids that would keep the stores open,
saying in an affidavit submitted together with its "first day"
motions that it intends to honor gift cards totaling $2,070,000 so
as not to erode customer base and damage going concern and sale
value, and that it would solicit bids for a sale of as many of the
stores as possible as a going concern.

The Debtor, however, is contemplating a two-track sale process,
with the other one contemplating going-out-of-business sales.  In
addition, the Debtors' secured lenders have required the company
to close a deal for the sale of all its assets within 30 days.
G.I. Joe's blamed its bankruptcy on weak retail sales brought
about from the volatile credit markets, housing downturn and the
global recession.  It said it wasn't able to secure more loans
from lenders.

Wells Fargo Retail Finance, LLC, collateral agent for the Debtor's
prepetition secured lenders, has committed to provide $51 million
of debtor-in-possession financing to allow G.I. Joe's to complete
a sale of its assets.  Well Fargo is already owed $47 million for
pre-bankruptcy secured loans.  The Debtor also owes Crystal
Capital Fund Management, L.P., $35.2 million on term loans backed
by second priority liens on the same collateral.  The bid
procedures provide that a holder of a lien on assets of the Debtor
will be permitted to credit bid pursuant to Section 363(k) of the
Bankruptcy Code.

The Debtor says that the DIP facility, which will provide
borrowings of up to $1.2 million upon interim approval of the
loans, and the use of cash collateral, which the lenders have
consented, will allow the Debtor to meet their administrative and
operation obligations during the early stages of the Chapter 11
cases, a "very critical period for preserving going concern
values."

G.I. Joe's is seeking approval of a sale process on this
timetable:

  -- initial bids are due March 20, 2009.

  -- the selection of a bid or combination of bids as the stalking
     horse bid(s) on or before March 24, 2009;

  -- the execution of definitive documentation with respect to the
     stalking horse bids on or before March 27, 2009;

  -- receipt of final competing bids on or before March 27, 2009.l

  -- an auction on or before March 30, 2009;

  -- hearing to approve the sale to the winning bidder(s) on or
     before April 2, 2009;

  -- closing of the sale transactions on or before April 3, 2009.

The stalking horse bidder will receive a $100,000 break-up fee,
payable if the Debtor elects to pursue a sale with other bidders
for the same assets.  The Debtor believes that break-up fee to be
less than 1% of the total anticipated sale proceeds.

Patrick J. O'Malley of development Specialists Inc. has been
tapped as chief restructuring officer and his firm has hired as
financial advisors.

Aside from the bid procedures, the Debtor has also filed a motion
to reject a lease agreement with TRF Pacific LLC for premises
located at 2620 Second Avenue, Seattle Washington.  The Debtor
said it had over 30 leases.

                         About G.I. Joe's

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owns and operates retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos.: 09-10713 and 09-10714.  Proskauer Rose LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Steven M. Yoder, Esq., at Potter Anderson &
Corroon LLP, as their Delaware counsel and Patrick J. O'Malley, at
Development Specialist Inc., chief restructuring officer.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million.


G.I. JOE'S: Case Summary & 28 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: G.I. Joe's Holding Corporation
        1209 Orange Street
        Wilmington, DE 19801

Bankruptcy Case No.: 09-10713

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
G.I. Joe's Inc.                                    09-10714

Type of Business: The Debtors own and operate a retail store
                  that sells sports apparel, and camping equipment
                  and accessories.

                  See: http://www.joessports.com/

Chapter 11 Petition Date: March 4,2009

Court: District of Delaware (Delaware)

Debtors' Counsel: Proskauer Rose LLP
                  1585 Broadway
                  New York, NY 10036-8299
                  Tel: (212) 969-3000
                  Fax: (212) 969-2900
                  http://www.proskauer.com/

Delaware Counsel: Steven M. Yoder, Esq.
                  syoder@potteranderson.com
                  Potter Anderson & Corroon LLP
                  Hercules Plaza
                  1313 North Market Street
                  Wilmington, DE 19801
                  Tel: (302) 984-6107
                  Fax: (302) 778-6107

Chief Restructuring Officer: Patrick J. O'Malley
                             26 Broadway
                             New York, New York 10004-1840
                             Tel: (212) 425-4141
                             Fax: (212) 425-9141
                             Development Specialist Inc.
                             http://www.dsi.biz/

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
DBA Baja Motorsports                             $1,164,629
PO Cox 33442
Charlotte, NC 28233-3442
4602 Ehammond Lane, Ste 101
Phoenix, AZ 85034-641i
Tel: (602) 443-9160

Columbia Sportswear Co.                           $888,292
PO Box 535118
Atlanta, GA 30353-5118
14375 NW Science Park Drive
Portland, OR 97229-5418
Tel: (503) 985-5953

Carhartt Incorporated                            $830,771
PO Box 600
5750 Mercury Drive
Dearborn, MI 48121-0600
Tel: (313) 749-6681

Georgia Boot Rocky Brands                        $707,048

Security Chain Co.                                $661,928

Under Armour                                     $647,873

Heater Corporation                               $507,352

All Sports Supply Inc                            $443,900

Browning                                         $395,595

Diamondback/Raleigh                              $381,747
America

New Balance Athletic Shoes                       $371,800

Easton Sports                                    $366,288

Asics America Corporation                        $365,645

K2 Corporation                                   $363,775

AMS                                              $359,950

Dakine                                           $345,067

Adidas Sales Inc                                 $340,164

Federal Cartridge Company                        $336,242

Cannon Safe                                      $335,412

Wolverine                                        $332,647

Traeger Industries                               $322,554

Smith Sport Optics Inc.                          $298,636

Duofold/Hanesbrands Inc.                         $287,092

Madrona Watumull Inc.                            $269,182

Marmot Mountain LLC                              $231,554

Quiksilver Inc.                                  $228,419

Seatile Seahawks                                 $225,000

Brooks Sports Inc.                               $220,954

The petition was signed by Hal Smith, chief executive officer.


G.I. JOE'S: Organizational Meeting to Form Panel on March 16
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 16, 2009, at 1:30
p.m. in the bankruptcy case of G.I. Joe's Holding Corporation.
The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, Room 5209 in Wilmington, Delaware.

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

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

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


GAP INC: Moody's Withdraws 'Ba1' Corporate Family Rating
--------------------------------------------------------
These ratings of Gap Inc. have been withdrawn:

  -- The Ba1 Corporate Family rating;
  -- The Ba1 Probability of Default Rating;
  -- The SGL-1 Speculative Grade Liquidity Rating.

Moody's has withdrawn these ratings for business reasons.  Moody's
added that the ratings were withdrawn because this issuer has no
rated debt outstanding.

The last rating action on Gap Inc. was on February 5, 2007 when
its corporate family rating was assigned at Ba1.


GENERAL MOTORS: Hires Three Law Firms to Advise European Units
--------------------------------------------------------------
Joseph Mapother at Bloomberg News reports that a GM Europe
spokesperson said that General Motors Corp. and its German Adam
Opel GmbH subsidiary have hired three law firms to advise on
reorganization and insolvency options.

Bloomberg relates that GM has hired Baker & McKenzie and Clifford
Chance LLP to advise GM Europe, while the Opel spokesperson said
that Wellensiek has been retained by the unit.  The report quoted
the spokesperson as saying, "For Opel, the primary reason is for
advice on reorganizing."

Bloomberg states that Carl-Peter Forster, GM's top executive in
Europe, held talks with government officials in Berlin last week.
According to the report, GM is offering as much as 50% of Opel to
outside investors for EUR3.3 billion in public assistance.  "The
draft must be improved and clarified.  We will help if the benefit
for all people concerned is greater than the damage," the report
quoted Chancellor Angela Merkel as saying.

According to Bloomberg, Germany's Economy Minister Karl-Theodor zu
Guttenberg will travel to the U.S. from March 15 to March 18 to
discuss with GM executives on their plans for Opel.  Minister
Guttenberg, says Bloomberg will also meet with U.S. Treasury
Secretary Timothy Geithner.

           Bondholders Doubt Viability Plan Can Save GM

Citing a person familiar with the matter, John Hughes at Bloomberg
News reports that GM bondholder representatives plan to tell the
auto task force that the firm's viability proposal may not keep it
out of bankruptcy.  The source, according to Bloomberg, said that
deep concessions are going to have to be made if GM is to remain
in business.

Nick Carey at Reuters relates that the task force interrogated
GM's bondholders on the proposed terms of the debt-reduction deal.

Reuters states that GM has been trying to complete deals with its
bondholders and its major union to reduce some $28 billion in debt
from its balance sheet to cut financing costs.

Bloomberg says that the task force must decide by the end of March
whether to give the firms as much as $21.6 billion more in aid or
tip them into bankruptcy.

The source said that the bondholders are discussing with the panel
as to what additional steps the government can take and whether it
can guarantee new debt, Bloomberg reports.

Reuters quoted White House spokesperson Robert Gibbsas saying,
"All the stakeholders involved are going to have to give in order
to ensure that the restructuring takes place."

         Jim Flaherty Frets on Co.'s Possible Bankruptcy

Reuters reports that Canadian Finance Minister Jim Flaherty is
worried of General Motors Corp.'s possible bankruptcy even after
receiving government aid.

According to Reuters, Mr. Flaherty said in a news conference, "Of
course it's a concern.  It's a serious situation.  That's why
we've created a major stimulus package in the Canadian economy.
This is not business as usual."

Reuters relates that Mr. Flaherty said that mentioned troubles in
Canada's media and steel industries as evidence of the severity of
the economic situation.

                       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. 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: Canadian Union Agrees to Concessions With Firm
--------------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that the Canadian
Auto Workers union has agreed to sweeping concessions with General
Motors Corp., after the company warned that it might stop
operations in Canada.

"There is no joy on our side of the bargaining table.  This is the
furthest thing we wanted to do, but the alternatives are worse....
We had to keep pace to make sure there were no reasons to move
work from our plants to the United States.  This will cause real
hardships to are members and their families," WSJ quoted CAW
President Ken Lewenza as saying.

According to WSJ, CAW's agreement to the concessions cleared the
way for GM to secure loans from the Canadian government.  WSJ
relates that the Canadian government had said that it wouldn't
consider giving financial assistance to GM unless the union would
agree to concessions.  WSJ states that GM said it needs at least
$6 billion in financial assistance from other governments this
year in addition to up to $16.6 billion in additional aid from the
U.S.

WSJ notes that the new agreed concessions freezes wages for
current employees and pension payments for retirees.  It gives
workers less time off and forgoes cost-of-living pay increases,
says the report.  Under the new deal, retirees will make co-
payments for health care, the report states.

GM's hourly workers in Canada will vote on the concessions this
week, says WSJ.  A majority of 10,000 votes for the concessions is
required, according to the report.

GM said in a statement that the labor deal will make its Canadian
units more competitive and will help the firm execute its global
viability plan.

                       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. 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.


GREAT REPUBLIC LIFE: A.M. Best Affirms & Withdraws Weak Ratings
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of C-
(Weak) and issuer credit rating of "cc" of Great Republic Life
Insurance Company (Great Republic) (Seattle, WA).  The outlook for
both ratings is negative.  Consequently, A.M. Best has assigned a
category NR-4 (Company Request) to the FSR and an "nr" to the ICR
in response to a request from Great Republic's management to be
removed from A.M. Best's interactive rating process.

The rating affirmations reflect Great Republic's weak risk-based
capital position and the challenges the company faces in managing
its run-off long-term care business.

Through the first nine months of 2008, Great Republic's capital
and surplus increased as a result of a release of reserves.
However, future business prospects remain uncertain for companies
such as Great Republic that are competing against much larger and
well-capitalized insurers for business and capital resources in a
difficult economic environment.


GSCP LP: Projected Low Earnings Cue Moody's Junk Rating from 'B3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
GSCP (NJ), L.P., to Caa1 from B3.  The downgrade was driven by the
rating agency's expectation for lower earnings and constrained
financial flexibility resulting from devaluations of structured
credit products and other funds managed by GSC.  GSC is the
borrowing entity of GSC Group, an asset management firm
specializing in credit-based alternative investment strategies.
The outlook on the rating remains negative.

Moody's VP/Senior Credit Officer Matthew Noll commented, "GSC's
credit profile depends on managed assets within its funds holding
reasonable valuations; however, market weakness is expected to
continue to pressure these valuations for the foreseeable future."
Moody's noted that GSC has written down a significant number of
its investments in its recovery (distressed private equity) and
European mezzanine funds, as well as its US and European corporate
credit CLOs to about half the values held at the beginning of
2008.  In addition, the company's distributions from its stronger
performing funds have been lower than anticipated due to market
conditions for asset sales.  "GSC is substantially dependent on
realizing distributions from its funds for the debt service of its
bank loan", commented Mr. Noll, "and its prospects for raising
capital from investors for additional new funds will be a major
challenge for the foreseeable future".

Moody's added that GSC's bank agreement, which was amended in
early 2008, subjects the company to more restrictive financial
covenants in 2009 and thereafter; as a result, it is quite
possible that the company will breach its covenants later this
year.  Furthermore, the rating agency believes that GSC's
liquidity and cash flow will also be challenged over the next 12
months by a mandatory amortization of the bank loan and required
equity contributions to its investment funds.

GSC's rating outlook could be moved back to stable if the fund
distributions and its management fee income stabilize in 2009, if
there is no further deterioration in the performance of GSC's
financial and liquidity profile, and if the company demonstrates
successful capital raising for future alternative investment funds
and executes on fund initiatives already in place.  On the other
hand, the rating agency said GSC could be further downgraded if
distributions from its recovery funds were meaningfully below
expectations, if higher corporate defaults would significantly
impact the fees and distributions from GSC's corporate credit
CLOs, if there is increased likelihood that the ABS CDOs will be
forced to liquidate (which would further reduce GSC's management
fees), or if the bank loan is not amended and the company breaches
its financial covenants.

GSC Group is a privately-held asset management firm focused on
credit-based alternative investments for institutions and high net
worth individuals.  Headquartered in Florham Park, New Jersey,
GSC's assets under management were $18 billion as of September 30,
2008.

The last rating action on GSC was on April 17, 2008 when the
company's senior debt rating was downgraded to B3 from B2 with a
negative outlook.


HALLWOOD ENERGY: Gets Interim Okay to Use Cash Collateral
---------------------------------------------------------
Hallwood Energy, L.P., has been granted authority, on an interim
basis, to use cash collateral.  A final hearing on the use of cash
collateral will be held on April 1, 2009.  The ability to use cash
collateral will allow Hallwood Energy to continue to operate for
at least the next 30 days.

In addition to being granted use of cash collateral, several other
of the company's first day motions were granted, including its
ability to continue to pay its employees and their benefits.

The Board of Directors of Hallwood Energy Management, LLC, the
general partner of Hallwood Energy, authorized the filing of
Chapter 11 in order to protect its assets and maximize value for
the benefit of creditors.  Hallwood Energy intends to emerge from
the Chapter 11 process stronger and more financially viable in the
current environment.  In addition, Hallwood Energy has selected
James R. Latimer, III, of Blackhill Partners, LLC, as its Chief
Restructuring Officer.

Hallwood Energy intends to continue its relationship with FEI
Shale, L.P., a subsidiary of Talisman Energy, under the agreement
entered into by the companies in June, 2008.


HILL SWIM: In Foreclosure; Owes Over $9,000 in Property Taxes
-------------------------------------------------------------
Justin McClelland at Western-Star reports that Trustee Mike
Shaffer said that the Hill Swim Club is in foreclosure.

According to the Turtlecreek county auditor's Web site, the Hill
Swim Club owes more than $9,000 in unpaid property taxes.
Western-Star states that the township can file a lean against the
property to try and recover their expenses for maintaining the
site from whoever buys it.

Western-Star relates that caring for the dilapidated swimming pool
without incurring taxpayer expense has become a concern for
Turtlecreek Twp. trustees.  The report says that Hill Swim Club
has fallen into disrepair after its owners, the Hunters, declared
bankruptcy.

Citing Mr. Shaffer, Western-Star states that the pump station of
the club is disintegrating and while the fence line is secure,
access to the pool is possible.  Mr. Shaffer, according to the
report, said that part of the main building is accessible but he
was unsure when the pool had closed, although he estimated it had
been at least two to three years ago.

Western-Star reports that the township has received several
complaints of tall grass and stagnant water around the pool and
Mr. Shaffer said that the health department has been trying to
address the stagnant water issue.  "I don't want the township to
have to be responsible for the maintenance of the property.  But I
don't want a nuisance in the area, either," Western-Star quoted
trustee Dan Jones as saying.

"It's not a bad piece of property.  If it gets cleaned up, it
would be a nice place for a house," Mr. Shaffer said, according to
Western-Staff.

The Hunter's Hill Swim Club operated a private swim club on Pearl
Drive on the border of Turtlecreek and Franklin townships.  Its
grounds include a large, empty pool, an office and changing
facility.  The Philadelphia Court of Bankruptcy's records say that
the pool voluntarily filed for Chapter 7 bankruptcy on
May 17, 2004.


HAROLD TREGO: Meeting to Form Creditors' Panel on March 17
----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 17, 2009, at 2:00
p.m. in the bankruptcy case of Harold E. Trego Construction, Inc.
The meeting will be held at the Office of the United States
Trustee, 833 Chestnut Street, Suite 501, 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.

Based in Exton, Pennsylvania, Harold E. Trego Construction, Inc.,
filed for bankruptcy on February 3, 2009 (Bankr. E.D. Pa. Case No.
09-10771).  Judge Jean K. Fitzsimon presides over the case.  Marc
D. Collazzo, Esq., at Armstrong & Carosella, P.C., in West
Chester, Pennsylvania, presides over the case.  The Debtor
disclosed $500,001 to $1,000,000 in assets and $1,000,001 to
$10,000,000 in debts when it filed for bankruptcy.


HCA INC: Bank Debt Continues Slide in Secondary Market Trading
--------------------------------------------------------------
Participations in a syndicated loan under which HCA Inc. is a
borrower traded in the secondary market at 80.63 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.83 percentage points from
the previous week, the Journal relates.  The loan matures on
November 6, 2013.  HCA Inc. pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch Ratings affirmed HCA Inc.'s Issuer Default Rating at 'B';
Secured bank credit facility at 'BB/RR1'; and Senior unsecured
notes at 'CCC+/RR6'.

The TCR also reported on January 8, 2009, that Participations in a
syndicated loan under which HCA Inc. is a borrower traded in the
secondary market at 77.05 cents-on-the-dollar during the week
ended January 2, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 3.11 percentage points from the previous week, the
Journal relates.  HCA Inc. pays interest at 225 points above
LIBOR.  The bank loan matures on November 6, 2013.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.


HOMEGOLD FINANCIAL: Jack Sterling Guilty of Deceiving Investors
---------------------------------------------------------------
Jeffrey Collins at The Associated Press reports that the South
Carolina jury has found Jack Sterling, the former HomeGold
Financial Inc. chairperson, guilty of securities fraud.

The AP relates that the Hon. Edward Cottingham sentenced Mr.
Sterling to five years in prison for his role in a bankruptcy that
cost investors about $275 million.  Prosecutors, according to The
AP, had asked the court for a maximum 10-year sentence.  The
report states that Mr. Sterling's lawyers asked Judge Cottingham
to let their client serve at least part of his sentence in home
confinement, pointing out the jury's split verdict.  "They clearly
separated Jack Sterling from the other defendants," the report
quoted Bart Daniel, one of the defense lawyers, as saying.

Judge Cottingham said that some of Mr. Sterling's actions in the
years before HomeGold Financial's bankruptcy in 2003 were
troubling.  The report quoted Judge Cottingham as saying, "Even as
the doors were getting ready to close ... they were still
accepting money from unsophisticated investors."

According to The AP, Mr. Sterling was acquitted of a conspiracy
charge.  Judge Cottingham let Mr. Sterling remain free during any
appeal as long as he put up a new $100,000 bond, says The AP.  The
report states that Mr. Daniel said that he wanted to review the
trial transcript before deciding whether to appeal.

The AP relates that the split verdicts and a note from jurors
asking whether they could find Mr. Sterling "guilty of severe
recklessness," appeared to indicate they decided that the former
HomeGold Financial executive deceived investors by withholding
information about bad decisions he made trying to save the company
and its subsidiary, Carolina Investors.  The AP states that the
jurors didn't appear to think that Mr. Sterling lied directly to
them or conspired with other executives to keep them in the dark.

The AP relates that Carolina Investors was a successful small
company that started in the 1960s by making small loans to people
to purchase cemetery plots until it was taken over by HomeGold
Financial in 1995.  According to The AP, HomeGold Financial used
the money from Carolina Investors to make high-risk mortgage loans
nationwide.  That market, says the report, began struggling in
1998.  Within four years, HomeGold Financial owed more to Carolina
Investors depositors than the company was worth, the report
states.

HomeGold Financial Inc. originated and sold residential mortgages
to homebuyers with credit problems.  HomeGold Financial and
HomeGold Inc. filed for chapter 11 protection on March 31, 2003
(Bankr. D. S.C. Case No. 03-03865).  William E. Calloway, Esq., at
Robinson, Barton, McCarthy, Calloway & Johnson, P.A., represented
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than $100
million.


HUDSON PRODUCTS: Moody's Gives Negative Outlook; Holds B1 Rating
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook on Hudson
Products Holdings, Inc., to negative from stable.  In a related
action, Moody's affirmed all ratings on Hudson including the B1
corporate family rating and Ba3 ratings on the senior secured bank
credit facility.  The change in rating outlook reflects Moody's
view that Hudson is facing a cyclical downturn, notably in North
American end-markets, at a time when its financial leverage is
considered elevated for the rating category.

The negative outlook reflects Moody's belief that ongoing project
delays and the slowing of new order trends will continue over the
near term as capital spending plans of key customers are
reconsidered in light of the precipitous drop in the price of oil,
reduced demand for refined products globally and challenging
credit market conditions.  This shift in capital spending trends
is expected to weigh on Hudson's operating margins and result in a
modest decline in earnings during 2009.  Accordingly, Moody's no
longer anticipates that earnings growth will drive the de-
leveraging of the balance sheet and cautions that leverage would
not be sustainable at the current rating if the company's adequate
liquidity profile were to deteriorate during 2009.  The ratings
outlook incorporates the expectation that Hudson will generate
positive cash flow in 2009, increase cash balances during the year
and maintain full availability under its revolver.  Deviation from
these expectations would likely lead to a ratings downgrade.

These ratings were affirmed:

  -- B1 Corporate Family Rating;

  -- B1 Probability-of-default rating;

  -- Ba3 (LGD3, 30%) on the $30 million first lien revolving
     credit facility; and

  -- Ba3 (LGD3, 30%) rating on the $220 million first lien term
     loan B.

The last rating action was on August 11, 2008 when the B1
corporate family rating was assigned.

Hudson, headquartered in Sugar Land, Texas, is one of the world's
leading heat transfer solutions companies providing air-cooled
heat exchangers, axial-flow fans and related aftermarket hardware
and support to the refinery, petrochemical, natural gas and power
generation end-markets.  Revenues for 2008 were $267 million


HUGH BROOKS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Hugh Lawrence Brooks
        Tammie Latheres Sims-Brooks
        8336 Lakeshore Circle, #3824
        Indianapolis, IN 46250

Bankruptcy Case No.: 09-02012

Chapter 11 Petition Date: February 26, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator Redman Bruner Shive & Ludwig
                  151 N. Delaware St., Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426
                  Email: ksmith@batorredman.com

Total Assets: $289,830

Total Debts: $1,192,426

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

             http://bankrupt.com/misc/insb09-02012.pdf


INDALEX HOLDING: Missed Interest Payment Cues Moody's 'D' Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Indalex Holding Corp.'s
probability of default rating to D from Ca while affirming all
other ratings.  The rating outlook remains negative.

Moody's believes that Indalex did not make the interest payment on
its $200 million 11.5% second priority senior secured notes, which
was due on February 2, 2009, with a thirty-day grace period.
Moody's deems a default to have occurred when an interest payment
is not made by the end of a grace period, regardless of whether an
Event of Default has been declared by note holders.

The negative outlook reflects continued uncertainty regarding
Indalex's viability as a going concern and the risk of a
distressed exchange involving the notes or bondholder acceleration
following the expiration of the grace period.

These ratings were affected:

  -- Probability of Default Rating lowered to D from Ca
  -- Corporate Family Rating affirmed at Ca
  -- Senior Unsecured Note Rating affirmed at C (LGD 5; 75%)
  -- Speculative Grade Liquidity rating affirmed at SGL-4
  -- Outlook remains negative

The last rating action was on February 4, 2009, when the corporate
family rating and probability of default ratings were downgraded
to Ca from Caa2.

Indalex Holding Corp. is an aluminum extruder that was acquired in
2006 by Sun Capital Partners from Honeywell International, Inc.
Residential housing and transportation are the company's primary
end markets.


INDIANAPOLIS DOWNS: Moody's Downgrades Corporate Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Indianapolis Downs, LLC's
Corporate Family Rating and Probability of Default Rating to Caa2
from Caa1.  Moody's also lowered the company's senior secured
second lien notes to Caa2 from Caa1, and its third lien notes to
Ca from Caa3.  At the same time, Moody's assigned a B1 rating to
Indianapolis Downs' existing $75 million delayed draw term loan
and new $25 million revolving credit facility.  The rating outlook
is negative.  This completes the review of Indianapolis Downs'
ratings that commenced on November 3, 2008.

The downgrade and negative outlook reflect Moody's heightened
concern that Indianapolis Downs could develop issues with respect
to liquidity and covenant compliance in late 2009 or early 2010 if
it is unable to materially increase win per unit per day when its
new racino facility opens in mid-March 2009.  This is of
particular concern given Moody's expectation that weak gaming
demand conditions will continue -- and possibly get worse --
through 2009.  An improvement in win per unit is also necessary
for the company to succeed over the longer-term given its existing
highly-leveraged capital structure.

The B1 rating assigned to Indianapolis Downs' $100 million credit
facility -- a relatively high rating compared to the company's
Caa2 Corporate Family Rating -- acknowledges the credit facilities
senior-most ranking in the capital structure, with a significant
amount of effectively subordinated debt beneath it to satisfy the
material amount of anticipated loss absorption to be realized by
creditors of the firm.

Ratings downgraded:

  -- Corporate Family rating to Caa2 from Caa1

  -- Probability of Default rating to Caa2 from Caa1

  -- Senior secured second lien notes to Caa2 (LGD4, 55%) from
     Caa1 (LGD4, 53%)

  -- Senior secured third lien notes to Ca (LGD6, 94%) from Caa3
     (LGD6, 92 %)

Ratings assigned:

  -- $25 million senior secured first lien revolver expiring 2011
     -- at B1 (LGD1, 5%)

  -- $75 million senior secured first lien term loan due 2011 --
     at B1 (LGD1, 5%)

Moody's last rating action for Indianapolis Downs was on
November 3, 2008 when the company's Corporate Family Rating and
Probability of Default Rating were downgraded to Caa1 from B3.

Indianapolis Downs, LLC owns and operates Indiana Downs, a 180-
acre pari-mutuel horse racing facility located about 25 miles
southeast of Indianapolis, Indiana in Shelbyville, Indiana.


INDIGO JOE'S: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Puget Sound Business Journal reports that Joe's Sports, Outdoor
and More has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Delaware.

Joe's Sports listed $100 million to $500 million in assets and
$100 million to $500 million in liabilities, Puget Sound states.
Court documents say that Joe's Sports said it has 1,000 to 5,000
creditors.  Puget Sound relates that Joe's Food owes its top 30
creditors about $12.77 million.  Puget Sound says that those
creditors include:

     -- Baja Motorsports, owed $1.164 million;
     -- Columbia Sportswear Co., owed $888,292;
     -- Carhartt Inc., owed $830,771;
     -- Georgia Boot Rocky Brands, owed $707,048; and
     -- Security Chain Co., owed $661,928.

Steven Yoder, Esq., at Potter Anderson & Corroon LLP assists the
company in its restructuring effort, according to Puget Sound.

Puget Sound relates that Joe's Sports President and CEO Hal Smith
blamed the declining retail economy for the company's capital
crunch.  Mr. Smith said in a statement, "This restructuring
process will allow us time to address our capital challenges so
that we can potentially emerge as an even stronger company with a
firm financial position."

According to Puget Sound, Joe's Sports said it secured
$50 million of debtor-in-possession financing from Wells Fargo
Retail Finance, and that the financing is sufficient to cover the
company's expenses while it reorganizes.

California-based Joe's Sports, Outdoor and More operates 30 large
format stores under the name Indigo Joe's Food & Services, Inc.,
selling outdoor and sporting goods throughout the Northwest.

Indigo Joe's, dba Indigo Joe's Sports Pub & Restaurant, filed for
Chapter 11 bankruptcy protection on April 16, 2008 (Bankr. C.D.
Calif. Case No. 08-14103).


INSIGHT HEALTH: Refinancing Cues S&P's Rating Downgrade to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and issue-level ratings on Lake Forest, California-based
InSight Health Services Corp. by two notches.  S&P lowered the
corporate credit rating to 'CCC' from 'B-', and the rating outlook
is negative.

"This action reflects our opinion that, despite adequate near-term
liquidity," said Standard & Poor's credit analyst Cheryl E.
Richer, "the company has not gained sufficient momentum to
position itself for a successful refinancing of its floating-rate
notes, which mature in November 2011."  After increasing for two
successive quarters, EBITDA declined in the second fiscal quarter
of 2009 (ended Dec. 31, 2008).  "While this may, in part, be
explained by seasonal weakness, as well as the extended holiday
weekends," said Ms. Richer, "the recession may have contributed to
the poor results."  This added headwind to the already challenging
task of turning around the business creates additional risk.


INTERPUBLIC GROUP: S&P Gives Stable Outlook; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the rating
outlook on Interpublic Group of Companies Inc. to stable from
positive.  All ratings on the company, including the 'B+'
corporate credit rating, were affirmed.

"The outlook change reflects our concern that a prolonged
recession and its effect on client budgets could exert pressure on
Interpublic's revenue, EBITDA, cash flow, and credit measures,
postponing upgrade potential until an economic recovery begins to
materialize," said Standard & Poor's credit analyst Heather
Goodchild.  Interpublic achieved strong business wins, organic
revenue growth, EBITDA margin expansion, and credit measure gains
during 2008, but organic revenue contracted 2.2% in the fourth
quarter, and S&P has become more concerned about deterioration in
the economy and demand for advertising and marketing services in
2009.  That said, cost reductions since 2006 and over the course
of 2008 aided margin expansion and an increase in discretionary
cash flow in the 2008 fourth quarter.  Liquidity remains strong,
conferring the ability to meet 2009 and 2010 maturities from a
combination of discretionary cash flow and cash balances.

The 'B+' rating reflects Interpublic's broad business mix of
traditional advertising and marketing services, progress with
profitability and cash flow measures in 2008, and S&P's concern
about the severity of recessionary pressures (including the
potential consequences of increased bad debt expense and
possible liability exposure to media commitments for financially
stressed clients).  The company's good trend of business wins and
organic revenue growth through much of 2008 and its very strong
cash balances are additional considerations.


JAMES CROMWELL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: James Fitzgerald Cromwell
        Grace Chouinard Cromwell
        6627 Alicant Drive
        Sugar Land, TX 77479

Bankruptcy Case No.: 09-31276

Chapter 11 Petition Date: February 26, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Debtor's Counsel: Margaret M. McClure, Esq.
                  Law Office of Margaret M. McClure
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 658-0334
                  Fax: (713) 659-1333
                  Email: McClureMar@Aol.Com

Total Assets: $2,568,734

Total Debts: $3,454,427

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

             http://bankrupt.com/misc/txsb09-31276.pdf


JAY HOSTETTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jay Hostetter
        6140 Johnston Road
        Albany, NY 12203
        dba Jay's Mobil

Bankruptcy Case No.: 09-10557

Chapter 11 Petition Date: February 26, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Francis J. Brennan, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  Email: fbrennan@nolanandheller.com

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

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

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

             http://bankrupt.com/misc/nynb09-10557.pdf


JOSEPH PREBUL: Trustee to Reveal Possible Bidders for Dealerships
-----------------------------------------------------------------
Lauren Gregory at Chattanooga Times Free Press reports that
federal bankruptcy trustee Jerrold Farinash said that he will
disclose this week which of 11 possible bidders will take over
former auto mogul Joseph Prebul's dealerships in Chattanooga and
Dalton.

According to Chattanooga Times, Mr. Prebul filed for Chapter 7
bankruptcy protection for his Chapman Road, Brainerd Road, and
Dalton-based dealerships in February, after he was charged with 11
counts of wire fraud for defrauding his brother-in-law in New York
out of $7 million.

The Hon. John C. Cook at the U.S. Bankruptcy Court Eastern
District of Tennessee granted Mr. Farinash permission to keep the
dealerships open until March 31, Chattanooga Times relates.

Chattanooga Times states that Mr. Farinash said that he has been
operating on the $207,000 that the court originally budgeted for
the businesses but has collected additional revenue from day-to-
day operations.  Mr. Farinahs, Chattanooga Times reports, said
that he will ask the court to put additional money into the
businesses at a hearing this week.

Mr. Farinash will also sell the "blue sky" rights to the
dealerships and file paperwork related to the sale, according to
Chattanooga Times says.

Chattanooga Times relates that the deadline for bidders was last
Monday.  Offers from dealership owners in Chattanooga and Dalton
were still rolling in as recently as Wednesday, the report states,
citing Mr. Farinash.


JOURNAL REGISTER: Proposes Management Bonuses if 450 More Jobs Cut
------------------------------------------------------------------
Journal Register Company hopes to emerge from bankruptcy in July
2009, with a de-levered balance sheet, pursuant to a pre-packaged
Chapter 11 plan that contemplates zero recovery for unsecured
creditors.  It also aims to reduce labor costs by scrapping
collective bargaining agreements with four unions.

Management also intends to eliminate many non-daily publications
and several newspapers, with the goal of making the company a
leaner, more profitable enterprise.  To do that, the company,
however, believes it must provide 31 officers and key employees
with incentives, citing that these employees are being asked to
take on considerable additional responsibilities during a
"challenging period".

The company has acknowledged that they cannot provide bonuses to
employees to compensate them for their enhanced responsibilities
consistent with past practice.  The company is thus, seeking
approval from the U.S. Bankruptcy Court for the Southern District
of New York of a management incentive plan.  Pursuant to the MIP,
the participants will receive bonuses if certain performance
objectives are met -- minimum EBITDA, Chapter 11 emergence, and
headcount reductions.  After terminations of 140 "full time
equivalent positions" were completed by December 31, 2008, the 31
"key employees" were paid a bonus aggregating $450,000.

The MIP provides:

   -- If additional reductions in force -- totaling 450 full time
      equivalent positions -- are completed on or prior to
      March 31, 2009, the Key Employees will be entitled to an
      additional bonus, which may total $486,000, with an average
      bonus $15,700 per Key Employee.

   -- Key Employees will receive a bonus if "many non-daily
      publications and several daily publications" slated for
      elimination in the Oct. 15, 2008 business plan are shut in a
      timely manner.  A maximum aggregate amount equal to $486,000
      may be payable to the Key Employees if this objective is met
      by February 28, 2009.

   -- Key Employees will receive a third bonus of $486,000 if a
      minimum of $16 million of EBITDA is met for the fourth
      quarter of 2008 and the first quarter of 2009.

   -- Upon consummation of a Chapter 11 plan of reorganization of
      JRC, 10 Key Employees will be eligible to receive a bonus
      aggregating $253,000.

Rachel C. Strickland, Esq., at Willkie Farr & Gallagher LLP,
proposed counsel, in justifying the MIP, noted that, aside from
the added responsibilities, the Key Employees continue to work
against the backdrop of uncertainty of their continued employment
and without assumed employment or severance agreements.

                             Objections

Not everyone agrees that the proposed bonuses or incentives are
necessary.  An anonymous employee of the Delaware County PA Times
Newspaper said that the proposed $1.7 million in bonuses should be
denied.  The employee, who declined to divulge his name for fear
of retribution, said that the bonuses are not justified given that
some employees have been fired and the company is scrapping
contracts with unions to reduce pay and benefits.

The Attorney General for the State of Connecticut also objects,
saying that the Motion cannot be properly evaluated under any
standard because it lacks certain relevant information.  "The
Debtors should provide the names and respective positions of the
31 Key Employees so that a determination can be made as to which
Key Employees are insiders," Attorney General Richard Blumenthal
said.

With respect to the EBITDA Objective, there is insufficient
information to determine whether the earnings benchmark is
reasonable and deserving of increased compensation or whether the
EBITDA threshold is set so low that the bonuses are virtually
guaranteed to be paid, the Attorney General added.  Noting that
there is only one month left in the six-month time period that
will determine whether the EBITDA Objective has been met, the
Attorney General says that if its true objective is motivation for
future performance, it is difficult to see how bonuses linked to
tasks that have already been completed or events that have already
occurred will fulfill that function.

"The Debtors' Plan provides that general unsecured creditors and
equity holders will receive nothing," the Attorney General points
out.  "In the short time between the Petition Date and
confirmation, it is highly unlikely that the Key Employees will be
able to effect any tangible improvement to the treatment of
unsecured creditors.  In fact, there is a greater likelihood that
the unsecured creditors will benefit if the $1,700,000 in proposed
bonuses remains in the estate."

                      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: "Golden Parachute" for Chief Exec. Questioned
---------------------------------------------------------------
Journal Register Company has filed before the U.S. Bankruptcy
Court for the Southern District of New York a proposal to pay
$1.7 million in bonuses to 31 officers and key employees if
certain objectives in their business plan are achieved.  These
objectives include the termination of additional 450 full time
positions, an EBITDA of at least $16 million for the fourth
quarter of 2008 and first quarter of 2009, and a Chapter 11
emergence without any specified deadline.

A footnote in the motion filed in connection with the management
incentive plan says that James Hall, the Debtors' Chief Executive
Officer, is not a participant in the MIP.

The Chapter 11 plan support agreement signed by JRC and JPMorgan
Chase Bank, N.A., agent for certain secured lenders, mention a
settlement payment and other payments provided for in an agreement
signed by JRC and Mr. Hall a month before the bankruptcy filing.

The Plan Support Agreement, which forms the basis of the secured
lenders' support for JRC's Chapter 11 plan, provides that
unsecured creditors and existing equity holders will have zero
recovery, and the secured lenders will get the shares of stock of
the reorganized JRC.  The Chapter 11 Plan also contains that the
Consenting Lenders (i.e. the lenders who signed the Plan Support
Agreement), will elect the five seats of the board of directors of
reorganized JRC, which board will elect the CEO.

As for Mr. Hall, the existing CEO, the Plan Support Agreement
provides:

    The Consenting Lenders and the Existing Agent shall
    not, as long as the Plan Support Agreement is in effect,
    initiate, participate or cooperate in any manner in any
    proceeding to avoid or seek disgorgement of, under chapter 5
    of the Bankruptcy Code or otherwise, the "Settlement Payment"
    and the other payments provided for in that certain Transition
    and Separation Agreement between JRC and James Hall, dated as
    of January 20, 2009.

The Separation Agreement, while mentioned in the Plan Support
Agreement, was not mentioned in the Chapter 11 and Disclosure
Statement filed with the Bankruptcy Court.

"Meanwhile, before skipping out, CEO James Hall worked out a
potentially lucrative departing bonus with the company's major
lender.  He started cashing out before he filed the company's
bankruptcy papers - and secured a promise from lenders not to go
after him later for the money," Paul Bass, wrote in a Feb. 26
article, titled "CEO Flies Off With Golden Parachute," to describe
the transaction.

An anonymous employee of the Delaware County PA Times Newspaper
cited the Bass Article in a letter sent to Judge Allan Gropper.
The letter asked Judge Gropper to deny approval of the
$1.7 million in bonuses to executives.

"I don't see how this pay for lack of performance can justify this
compensation-they should be fired on the spot and get the same
bonus I'd get for them firing me-nothing," the Employee said.  He
noted that while high ranking executives get bonuses, the "new
restructuring boss" is going to scrap the collective bargaining
agreements with union represented employees and cut their pay and
benefits.  He noted that in Europe, they get rid of all vestiges
of the management that created the problem and not expect the
employees to pay the price.  The Employee declined to divulge his
name for fear of retribution.

JRC has filed with the Bankruptcy Court its statement of financial
affairs, which requires a list of payments to creditors during the
90-days preceding the petition date (3b), and payments to
creditors who are insiders during the one-year period preceding
the petition date (3c).  The list provides that Mr. Hall received
$112,500 in salary on Feb. 1, 2008, and after that, $56,250 a
month until December 15, 2008.  Mr. Hall received payments
totaling $873,229 for his salaries and business expenses during
the one-year period ending Dec. 15, 2008.  The list does not
provide any info on payments to officers after December 2008.

Public companies are required by the Securities and Exchange
Commission to report in Form 8-K, a "current report" to announce
major events that shareholders should know about, including under
5.02, "Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers".  JRC did not disclose
its entry into the Hall Separation Agreement with the SEC.

Copies of the SOFA and the attached schedules are available at:

   http://bankrupt.com/misc/JRC_SOFA.pdf
   http://bankrupt.com/misc/JRC_SOFA3b.pdf
   http://bankrupt.com/misc/JRC_SOFA3c.pdf

A copy of the Plan Support Agreement is available at:

   http://bankrupt.com/misc/JRC_PlanSupportPact.pdfLINK

                      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: Shareholder R. Freeman Wants to Probe Finances
----------------------------------------------------------------
The Associated Press relates that Journal Register Co. shareholder
Richard Freeman has asked the court to let him examine the
company's finances and to let him see a "transition and separation
agreement" with CEO James Hall that hasn't been publicly
disclosed.

According to court documents, Mr. Hall signed the agreement on
January 20, but remained CEO on February 20, when he signed an
affidavit in support of the bankruptcy filing.  Journal Register
is seeking the court's permission to appoint Robert Conway as
chief restructuring officer.

Mr. Freeman said that he's concerned that Mr. Hall might have been
given a "golden parachute", a substantial severance money, The AP
states.  "The shareholders are being asked to take it on the chin
and lose their equity when the CEO, or former CEO, is inflating
his golden parachute," the report quoted Mr. Freeman as saying.

The AP reports that Journal Register's next bankruptcy hearing
will be on March 17.

                      About Journal Register

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

The Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP assist the company in its restructuring
effort.  The company's financial advisor is Lazard FrSres & Co..
Its restructuring advisor is Conway, Del Genio, Gries & Co., LLC.
Robert P. Conway is the company's chief restructuring officer.
The company listed $100 million to $500 million in assets and
$500 million to $1 billion in debts


LAWRENCE-MCFADDEN: Meeting to Form Creditors' Panel on March 13
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 13, 2009, at 10:00
a.m. in the bankruptcy case of The Lawrence-McFadden Co.  The
meeting will be held at the Office of the United States Trustee,
833 Chestnut Street, Suite 501, 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.


LEAR CORP: Trading in Bank Debt Continues Slide; Now Near 70% Off
-----------------------------------------------------------------
Participations in a syndicated loan under which Lear Corp. is a
borrower traded in the secondary market at 31.17 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 3.40 percentage points from
the previous week, the Journal relates.   The loan matures on
March 29, 2012.  Lear Corp. pays 250 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated.

Syndicated loans of other auto parts suppliers also trade at
substantial discount in the secondary market during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.

Participations in a syndicated loan under which Visteon Corp. is a
borrower traded at 16.07 cents-on-the-dollar, a drop of 1.64
percentage points from the previous week.  The loan matures on
May 30, 2013.  Visteon pays 300 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.

Dana Corp. bank debt traded in the secondary market at 28.71
cents-on-the-dollar, a drop of 1.71 percentage points from the
previous week.  The loan matures on January 31, 2015.  Dana Corp.
pays 375 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B+
rating.

Accuride Corp. bank debt traded at 62.00 cents-on-the-dollar, a
drop of 5.60 percentage points from the previous week.  The loan
matures on January 6, 2012.  Accuride pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's.  It carries a junk rating by Standard & Poor's.

                         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 January 30, 2009,
Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
and $3.5 billion in reported debt as of December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, 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.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear 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: Elliott Associates May Force Hedging
-----------------------------------------------------
Lehman Brothers Holdings Inc. says that in the ordinary course, it
entered into hedging transactions aimed to reduce the risk
associated with market fluctuations that could cause the value in
certain prepetition derivative contracts to deteriorate.  LBHI had
900,000 pre-bankruptcy derivative contracts.

LBHI in late January asked Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to grant first
priority liens to certain broker dealers in cash, securities, and
other collateral that will be posted in connection with
Institutional Futures Account Agreements, Prime Brokerage Account
Agreements, and other related agreements that the Debtors may
enter into with the Broker Dealers.

The official committee of unsecured creditors objected to the
Motion, noting that it "does not contemplate any Committee or
court oversight with respect to the hedging transactions."  Other
parties including Elliott Associates LP also moved for the denial
of the proposal to the extent LBHI intends to utilize any of their
securities or bonds as collateral in the proposed hedging
transactions.  The Debtors, Elliott adds, have failed to disclose:
(a) the current value of the derivatives to be preserved, (b) the
value of each Debtor's assets to be put at risk by being pledged
to hedge derivative contracts, and (c) the types of Hedging
Transactions and documents the Debtors will enter into for each
Debtor.  Elliott said that while it "sympathizes with the Debtors'
desire to have the flexibility to lock in gains in their open in-
the-money derivative positions in certain circumstances" it firmly
believes that the Committee needs to be involved in the process to
ensure that the Debtors' stakeholders' interests are protected.

Elliott holds public debt of LBHI, open trade positions with
Lehman Commercial Paper Inc., is party to derivative contracts
with Lehman Brothers Commodity Services and Lehman Brothers
Special Financing, and as a result, is a substantial creditor of
such Debtors.

In a document submitted to the Court on March 4, 2009, Elliott
complains that despite the urgency cited by Lehman in its Hedging
Motion, it subsequently adjourned the hearing on the Motion to
March 11 because LBHI and the Committee could not agree on what,
if any, oversight responsibilities the Committee would have over
the Hedging Transactions.  "In other words, while the Debtors
admitted in the Hedging Motion that they need to enter into
Hedging Transactions to avoid risk and to preserve the value of
their derivatives contracts, they have risked that very value
rather than allow the Committee to have an effective ability to
monitor and approve/disapprove Hedging Transactions," says
counsel, Martin J. Bienenstock, Esq., at Dewey & Leboeuf LLP.

In the meantime, there is a complete lack of information available
to the Debtors' stakeholders concerning the value of the
derivative contracts, how that value relates to the overall value
of the Debtors' estates and the types of Hedging Transactions
proposed by the Debtors, Mr. Bienenstock points out.  Creditors,
he says, are left to make educated guesses about how much of the
estates' property has been put at risk, or perhaps permanently
lost, on account of the Debtors' delay in obtaining Court
permission to enter into Hedging Transactions in an effort to
avoid Committee oversight.

Accordingly, if the Debtors adjourn the Hedging Motion again or
refuse to cooperate with the Committee, Elliott will file an
emergency motion requesting the Court to grant the Committee the
authority to direct the Debtors to enter into Hedging Transactions
and the responsibility of overseeing such Transactions, Mr.
Bienenstock tells the Court.  "If the Debtors determine to go
forward with an appropriate protocol with the Committee, the
Debtors should prioritize hedging positions in those products
(such as rates and commodities) which are not directly correlated
with the "cash" credit positions elsewhere in the estate (such as
corporate loans, bonds and commercial real estate)."

                       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: Alvarez & Marsal Queries Barclays on Funds
-----------------------------------------------------------
The Financial Times reported that Lehman Brothers Holdings Inc.'s
liquidator asked Barclays Plc to explain what happened to
$3.3 billion in bonus money and other liabilities acquired from
the failed U.S. bank, Steven McPherson of Bloomberg reported.

Bloomberg relates that on Feb. 19 Bryan Marsal, Lehman's chief
executive officer and head of Alvarez & Marsal, the firm running
the liquidation, wrote to Barclays asking about the funds.

Mr. Marsal estimated that Barclays paid only $700 million of
$2 billion in bonuses and severance set aside for transferred
employees, the newspaper said. According to the source, On
February 23, Jonathan Hughes, general council of Barclays Capital,
responded, saying his company was open to discussion, but rejected
any change to the original takeover agreement, the report said,
citing people close to the situation.

"Alvarez & Marsal's position is completely without merit, baseless
and serious misunderstandings of the facts, besides the matters
were approved by a New York bankruptcy court in September"
Barclays said, according to the FT report.

                        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: Moody's Confirms Corporate Family Rating at 'Caa1'
-----------------------------------------------------------
Moody's Investors Service confirmed Level 3 Communications, Inc.'s
(Level 3) Caa1 corporate family rating while downgrading the
company's probability of default rating to Caa2 from Caa1 and
positioning the ratings outlook as negative.  Concurrently, the
company's SGL-2 speculative grade liquidity rating (indicating
good near-term liquidity) was affirmed, and, owing to changes in
the company's consolidated waterfall of liabilities stemming from
recent tender offer activity as well as the PDR revision, certain
ratings and loss given default assessments for individual debt
instruments were adjusted (see ratings listing below).  The rating
actions conclude a review initiated on November 24, 2008.

While Level 3's current liquidity position is more than adequate
to satisfy near-term requirements, there is significant potential
of it deteriorating steadily and materially over the next five to
seven quarters as the company addresses maturing indebtedness and
there is little perceived safety margin should cash generation
unexpectedly subside.  In addition, the company will not be able
to address 100% of the debt balance coming due in 2011 (and
beyond) without accessing the capital markets for funding.  This
combination of potentially weak liquidity and uncertainties as to
Level 3's ability to repay or refinance debt coming due in 2011
(and beyond) causes the PDR to be elevated beyond normal
expectations for a company with Level 3's business attributes and
cash flow profile.  In addition to being a key component of the
Caa1 CFR assessment, this is also the primary driver underpinning
the negative ratings outlook.

Longer term, in the absence of a default due to some liquidity-
driven event (including another prospective distressed exchange),
Level 3 has an intuitively appealing business plan.  As a company
with Internet protocol expertise and an IP-enabled network, should
Level 3 successfully weather ongoing financial market dislocation
and liquidity rationing, it is well positioned to benefit from
expanding bandwidth demand and the conversion of telephony to IP-
based capacity.  In addition, should the approximately $700
million of debt due in 2009 and 2010 be fully repaid (presumably
with current excess cash balances), Level 3 will continue to de-
leverage (and, in fact, accelerate the recent de-leveraging
trend).  At present, however, the ratings' impact of longer-term
fundamentals is a somewhat secondary consideration.  Pending
normalization of capital markets access or a substantial cash
infusion, expectations of deteriorating liquidity combined with
uncertain refinancing prospects will be the primary rating
drivers.

Rating Actions and Loss Given Default Assessment Adjustments:

Issuer: Level 3 Communications, Inc.

  -- Corporate family rating, confirmed at Caa1

  -- Probability of default rating, downgraded to Caa2 from Caa1

  -- Speculative grade liquidity rating, unchanged at SGL-2

  -- Senior Unsecured Regular Bond/Debenture, downgraded to Caa3
     (LGD5, 73%) from Caa2 (LGD5, 82%)

  -- Senior Unsecured Conv. Bond/Debenture, downgraded to Caa3
     (LGD5, 73%) from Caa2 (LGD5, 82%)

-- Senior Unsecured Conv. Sub. Bond/Debenture, unchanged at
   Caa3 with the LGD assessment revised to (LGD5, 84%) from
   (LGD6, 94%)

Issuer: Level 3 Financing, Inc.

  -- Senior Secured Bank Credit Facility, unchanged at B1with the
     LGD assessment revised to (LGD1, 3%) from (LGD1, 7%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at
     Caa1with the LGD assessment revised to (LGD3, 33%) from
     (LGD3, 49%)

Outlook Actions:

Issuers: Level 3 Communications, Inc. and Level 3 Financing, Inc.

  -- Outlook changed to negative from under review down

Moody's most recent rating action concerning Level 3 was taken on
January 8, 2009, at which time the company's PDR was adjusted to
Ca/LD and it was announced that the then ongoing ratings review
would continue.  The company's CFR remained unchanged at Caa1.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.


LIBERTY MEDIA: DBRS Halts Ratings; May Have Dropped to "BB"
-----------------------------------------------------------
Dominion Bond Rating Service on March 5, 2009, discontinued its
rating of Liberty Media LLC, a wholly owned subsidiary of Liberty
Media Corporation.

The rating has been discontinued without resolution of the Under
Review with Negative Implications status that was initiated on
September 4, 2008, as Liberty Media has not completed its
distribution of the shares of Liberty Entertainment to its
shareholders.  DBRS continues to believe that this transaction
would have resulted in DBRS lowering Liberty Media's rating from
the current BBB (low) level into the BB range, given the lower
asset coverage.

DBRS said the action is unrelated to Liberty Media's credit
profile.


LYONDELL CHEMICAL: Inks Amendment to Credit Agreements
------------------------------------------------------
Gerald O'Brien, vice president and general counsel of Lyondell
Chemical Company, disclosed in a regulatory filing with the
Securities and Exchange Commission, that on March 3, 2009, the
Debtors entered into Amendment No. 2 and Waiver to the Credit
Agreement, dated as of December 20, 2007, as amended and restated
as of April 30, 2008 -- the Prepetition Senior Credit Agreement --
adding certain transition provisions with respect to Roll-Up
Loans.

A full-text copy of Amendment No. 2 and Waiver to the Prepetition
Senior Credit Agreement dated as of March 3, 2009, is available
for free at:

http://idea.sec.gov/Archives/edgar/data/842635/000119312509046278/
dex101.htm

A full-text copy of the DIP Term Facility Credit Agreement dated
as of March 3, 2009, is available for free at:

http://idea.sec.gov/Archives/edgar/data/842635/000119312509046278/
dex102.htm

A full-text copy of the DIP ABL Facility Credit Agreement dated
as of March 3, 2009, is available for free at:

http://idea.sec.gov/Archives/edgar/data/842635/000119312509046278/
dex103.htm

As reported by the Troubled Company Reporter on March 2, 2009,
Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York has approved, on a final basis,
the terms of Lyondell Chemical's $8,015,000,000 debtor-in-
possession financing package -- the largest in history.

The DIP financing includes two senior secured superpriority
credit agreements:

  -- a $6.5 billion term loan, comprising $3.25 billion in new
     loans and a $3.25 billion roll-up of existing loans -- the
     Term Facility; and

  -- a $1.54 billion asset-backed lending facility -- the
     ABL Facility.

Judge Gerber has initially deferred ruling on the Debtors' DIP
Financing at the hearing scheduled last February 25, 2008, to
further hear arguments regarding the DIP Motion, Bloomberg News
said.  The Judge directed Marshall S. Huebner, Esq., at Davis
Polk & Wardwell, in New York, counsel for Citibank, N.A, to give
more information regarding the repercussions of the DIP loans'
deadlines.  Judge Gerber also heard arguments for seven hours
from the objecting parties, Bloomberg noted.

According to Lyondell's official statement, the Court's Final
Approval will allow the company access to an additional
$1.083 billion of the DIP financing and will make an additional
EUR260 million available to LyondellBasell entities that are
organized outside of the United States.  To recall, the Debtors
received on Jan. 8, 2009, interim authorization to use up to
$3.682 billion of its DIP funding, including EUR440 million for
LyondellBasell's non-U.S. entities.  The DIP lenders include a
combination of banks and investment firms, like 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."

The maturity date of the DIP Facilities is December 15, 2009,
subject to (i) the earlier occurrence of (a) the consummation of
a plan of reorganization by the Debtors, or (b) acceleration of
the loans under the Term Facility or the ABL Facility, and (ii)
in the case of the Term Facility, the extension of the Term
Facility.

The Debtors, as borrowers, are subject to significant (i)
affirmative covenants, including financial reporting to the
lenders and satisfaction of certain milestones with respect to
timing of events in the Bankruptcy Cases, and (ii) negative
covenants, including financial covenants with respect to minimum
cumulative consolidated EBITDAR, minimum liquidity and
limitations on capital expenditures and limitations on
indebtedness, liens and investments.  The DIP Facilities contain
customary representations and warranties and events of default.

Loans outstanding under the DIP Facilities accrue interest on the
outstanding principal amount at a rate per annum equal to:

  (a) a prime rate based floating rate for dollar denominated
      loans -- the Base Rate Loans -- or a LIBOR based floating
      rate for euro denominated loans -- the Eurocurrency Rate
      Loans, plus

  (b) the applicable margin spread for the loans.

The applicable margin per annum spread is (i) 9.00% on Base Rate
Loans and 10.00% on Eurocurrency Rate Loans with respect to New
Money Loans, (ii) 2.69% on Base Rate Loans and 3.69% on
Eurocurrency Rate Loans with respect to Roll-Up Loans, and (iii)
6.00% on Base Rate Loans and 7.00% on Eurocurrency Rate Loans
with respect to ABL Facility loans.

Under the Final DIP Order, the Court approved the "Carve-Out",
which means (i) all fees required to be paid to the Clerk of the
Bankruptcy Court and to the Office of the United States Trustee
pursuant to 28 U.S.C. Section 1930(a), (ii) all reasonable fees
and expenses incurred by a trustee under Section 726(b) of the
Bankruptcy Code in an amount not exceeding $10,000,000, and (iii)
after the occurrence and during the continuance of an Event of
Default, an amount not exceeding $25,000,000 in the aggregate,
which amount may be used subject to the terms of the Final DIP
Order, to pay any fees or expenses incurred by the Debtors and
any professionals of any statutory committees appointed in the
Cases that remain unpaid.

Judge Gerber held that the DIP Liens will not be subject or
subordinate to (i) any lien or security interest that is avoided
and preserved for the benefit of the Debtors and their estates
under Section 551 of the Bankruptcy Code, (ii) any liens arising
after the Petition Date, including, without limitation, any
liens or security interests granted in favor of any federal,
state, municipal or other governmental unit, commission, board or
court for any liability of the Debtors or (iii) any intercompany
or affiliate liens of the Debtors, other than any valid,
perfected, enforceable and unavoidable postpetition liens that
may have arisen or arise in favor of Elgin Joliet and Eastern
Railway Company -- now known as Gary Railway -- or its designees
pursuant to the applicable agreements or tariffs in
connection with its transportation and storage work for the
Debtors in an amount not to exceed $2,800,000.

The procedures for making allocations of the New Money DIP
Loans set forth in the New Money Loan Commitment Procedures
Memorandum and the New Money Loan Commitment Standard Terms,
substantially in the form filed with the Court on February 23,
2009, are approved, the Court said.  Allocations of the New Money
DIP Loans made by the Term DIP Agent in accordance with the
Procedures will be final and binding.  The amendment to Annex V
of the DIP Term Sheet, which sets forth the method of allocation
for the New Money DIP Loans, substantially in the form filed with
the Court on February 23, 2009, is also approved.

                    GIM Cogeneration LLC

To address some of the DIP objections filed in Court, the Final
DIP Order provides, among other things, that the DIP Agents, for
their own benefit and the benefit of the applicable DIP Lenders,
are granted a lien in the Cogen Site -- as defined in the Second
Amended and Restated Site Lease Agreement dated December 15,
1999, between Equistar Chemicals, LP and GIM Channelview
Cogeneration, LLC, as assignee of Reliant Energy Services
Channelview LLC -- and easements appurtenant thereto, junior and
subordinate to any of GIM Channelview Cogeneration, LLC's rights
and estates in the Cogen Site and easements, including any of its
rights and estates under the Lease Agreement and the agreements
creating the appurtenant easements.  This includes GIM's
possessory interests in the Cogen Site, any easements appurtenant
to the Cogen Site, and any other rights, estates or related
interests.   Nothing will affect or modify the rights and
obligations of the Debtors with respect to the Lease Agreement,
including their rights and obligations under the Bankruptcy Code.

GIM is authorized to file or record that certain Subordination
and Attornment Agreement dated on or prior to the closing of the
Term DIP Credit Agreement and the ABL DIP Credit Agreement, by
and among GIM, Citibank, N.A., as ABL Facility Agent and Lender,
and UBS AG, Stamford Branch, as Term Facility Agent and Lender.

The DIP Agents are granted a lien in any proceeds that may be
generated from the assumption and assignment or other
disposition, if any, of the rights of Equistar Chemicals, LP, as
landlord, under the Lease Agreement, and the DIP Lenders are not
granted a lien in GIM's rights and estates under the Lease
Agreement or any easements appurtenant to the Cogen Site.

The DIP Agents agree that nothing will impact, affect, or attempt
to modify any of GIM's rights under the Second Amended and
Restated Energy Supply Agreement dated December 15, 1999, between
Equistar Chemicals, LP and GIM Channelview Cogeneration, LLC, as
assignee of Reliant Energy Services Channelview LLC, or the
Second Amended and Restated Steam Supply Agreement dated
December 15, 1999 between Equistar Chemicals, LP and GIM
Channelview Cogeneration, LLC, also as assignee of Reliant Energy
Services.

The DIP Lenders are granted a lien in the Supply Agreements,
including any payments that may be due, now or in the future,
from GIM to the Debtors under the Supply Agreements, subject to
all of the terms and conditions of the Supply Agreements
including any of GIM's rights of netting, set-off or recoupment.

                      2015 Notes

The Court ruled that nothing contained in the DIP Documents or
the Final DIP Order will or be deemed to:

  (a) constitute an amendment, modification or supplement to the
      Indenture for the $615,000,000 83/8 % Senior Notes Due
      2015 and EUR500,000,000 83/8 % Senior Notes Due 2015,
      dated as of August 10, 2005, as amended from time to time,
      or the documents executed and delivered in connection with
      the 2015 Indenture;

  (b) constitute a finding or determination that the DIP
      Documents or the Final DIP Order would or would not
      constitute a violation of, or a default under, the 2015
      Documents or the 2015 Notes; or

  (c) constitute an admission by the 2015 Trustee or the holders
      of the 2015 Notes.

A full-text copy of the Final DIP Order is available for free at:

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

Prior to the Court's entry of the Final DIP Order, the Debtors
filed with the Court:

  * final schedules to the DIP Term Loan Agreement on February
    25, 2009, a full-text copy of which is available for free
    At: http://bankrupt.com/misc/933_FinalSchedsreTermLoanAgr.pdf

  * final schedules to the ABL Revolving Credit Agreement on
    February 25, 2009, a full-text copy of which is available
    for free at:

      http://bankrupt.com/misc/933_FinalSchedsreTermLoanAgr.pdf

  * draft of an Amendment No. 2 and Waiver to Credit Agreement
    to the Credit Agreement on February 26, 2009, a full-text
    copy of which is available for free at:

        http://bankrupt.com/misc/961_DraftAmndmentNo.2.pdf

  * revised proposed final DIP Financing order on February 27,
    2009 based on input from and accommodations reached with
    several parties-in-interest, a full-text copy of which is
    available for free at:

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

                   Court Overrules Objections

In addressing the various DIP objections, counsel for the
Debtors, George A. Davis, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, explained that ABN AMRO Bank, a member of the
ABL and Term Facilities, has determined to drop out because it
disagrees with the manner in which the other 13 lenders have
decided to document the Roll-up Loan.  Mr. Davis noted that this
is an entirely intercreditor dispute as ABN's objection raises no
question whatsoever about compliance with Section 364 of the
Bankruptcy Code.  More importantly, he said, the other 13 lenders
have agreed to fill the funding commitments from which ABN is
walking away.  Mr. Davis added that the Official Committee of
Unsecured Creditors did not point to a single action that the
Debtors could have done to reduce their borrowing.  He explained
that the Debtors evaluated their operations and borrowing needs
and could not, at this time, make material changes.  Moreover,
the liens of The Bank of New Mellon, indenture trustee under
indentures between Lyondell Chemical Company and Equistar
Chemicals LP, are being primed, and as adequate protection, is
receiving liens subordinate to the DIP Financing on all of the
Debtors' assets. A summary of the Debtors' response to the DIP
objections is available for free at:

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

Robert A. Bartell, managing director of Duff & Phelps, LLC, an
investment and banking firm retained by Cadwalader Wickersham
also avers that BoNY's financial advisor's conclusions is based
upon incomplete or outdated date or flawed calculation
methodology.

Citibank, N.A., as administrative agent for the ABL DIP Facility,
for its part, noted that the DIP maturity date of December 15,
2009 is appropriate given the state of the credit markets and the
inability of the Debtors to furnish reliable long-term
performance forecasts and the sheer size of the DIP Credit
Facility.  As to the Committee's objection to granting of liens
from avoidance action proceeds, Mr. Huebner clarified that the
avoidance proceeds are property of the estates that must be paid
to creditors in accordance with statutory priorities.

Linda H. Martin, Esq., at Simpson Thacher & Bartlett LLP, in New
York, counsel for UBS AG, Stamford Branch, as administrative
agent under the DIP Term Loan Agreement, contended that the
undeniable weight of the evidence shows that the DIP Financing is
reasonable and necessary to allow the Debtors to obtain
postpetition financing.  Mr. Martin pointed out that BoNY and the
prepetition noteholders are adequately protected for the priming
of their liens, through the receipt of a substantially broader
collateral base, the existence of an equity cushion, and
additional forms of relief that will result in the realization of
the indubitable equivalent of the noteholders' prepetition lien.
UBS sought and obtained the Court's approval to partially file
under seal a copy of its DIP Objection with respect to GIM and
permit access to the DIP Objection only to the Debtors' counsel,
the United States Trustee for Region 2 and parties to the
stipulation.

Consequently, Law Debenture Trust Company of New York filed a
supplement to its DIP objection citing various case law, while
the Committee filed with the Court the deposition transcript of
David A. Jaffe, a director in the Asset-Based Finance Group for
Citigroup Global Markets Inc.'s, a copy of which is accessible
for free at:

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

Greif, Inc., withdrew its objection to the Debtors' DIP
Financing, without citing the reason for its withdrawal.

Judge Gerber ruled that any objections with respect to the entry
of the Final DIP Order that have not been withdrawn, waived or
settled, and all reservations of rights, are denied and
overruled.

Judge Gerber said he approved the loan despite his concerns about
the one-year deadline, unusual for a company of Lyondell's size,
Bloomberg says.  The Judge said he only approved it subject to
new terms that will give him flexibility about when he holds
hearings, citing the "terrible economic times" that have
increased his case load.

Reuters said Judge Gerber found that the DIP agreement had been
"negotiated in good faith", but asked that certain deadlines be
given more flexibility given that six weeks have already lapsed
in the one-year duration of the loan.  Specifically, hearings for
milestones like the approval of Lyondell's rough plan of
reorganization will be extended by about a week, and the Dec. 15
maturity date, will be adjusted by a like amount, notes
Bloomberg.

"If lenders don't like it, they can file me a new plan," Judge
Gerber said, Bloomberg says.

In addition, Gerber said he had added provisions to the loan
which would "make clear" his "neutrality" on disputes ABN Amro
had with other creditors.

Judge Gerber said the covenants were "reasonable," as were its
fees, given the economic conditions, according to reports.

                      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: Gets Go-Signal to Use Cash Collateral
--------------------------------------------------------
Lyondell Chemical Company and its affiliates sought and obtained
approval from Judge Robert Gerber of the U.S. Bankruptcy Court for
the Southern District of New York to use any Cash Collateral in
which the Senior Facility Prepetition Agent, any Senior Facility
Prepetition Secured Lender, the Bridge Prepetition Agent, any
Bridge Prepetition Secured Lender, any Indenture Trustee or any
Noteholder may have an interest.  The Court directed these Parties
to promptly to turn over to the Debtors all Cash Collateral
received or held by them, provided that the Parties are granted
adequate protection and, except on the terms and conditions of the
Final DIP Order, the Debtors will be enjoined and prohibited from
at any time using the Cash Collateral.

Judge Robert E. Gerber of the United States Bankruptcy Court for
the Southern District of New York approved the cash collateral use
in his order approving, on a final basis, the terms of Lyondell
Chemical's $8,015,000,000 debtor-in-possession financing package -
- the largest in history.

The Debtors' right to use Cash Collateral, and the Adequate
Protection Parties' consent to use of Cash Collateral, will
terminate automatically (i) on the Termination Date with respect
to the Cash Collateral that is ABL DIP Collateral and (ii) on the
Maturity Date with respect to Cash Collateral that is Term DIP
Collateral.

The Adequate Protection Parties are entitled to adequate
protection of their interest in their prepetition collateral,
including the Cash Collateral, subject to any rights of the
Creditors' Committee or other party-in-interest to assert a
Lender Claim, for and equal in amount to the aggregate diminution
in the value of the Adequate Protection Parties' interest in the
Prepetition Collateral during the Cases, including, without
limitation, any diminution during the Cases resulting from the
sale, lease or use by the Debtors of Cash Collateral and any
other Prepetition Collateral, the priming of the Adequate
Protection Parties' security interests and liens in the
Prepetition Collateral by the DIP Agents and the DIP Lenders
pursuant to the DIP Documents and the Final Order, and the
imposition of the automatic stay pursuant to section 362 of the
Bankruptcy Code.

No Adequate Protection Party will be entitled to adequate
protection with respect to any diminution in the value of that
Adequate Protection Party's interest in its Prepetition
Collateral resulting from any successful Avoidance Action or
other Lender Claim against, or Avoidance Proceeds recovered from,
that Adequate Protection Party.

                      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: Gets Green Light to Hire Cadwalader as Counsel
-----------------------------------------------------------------
Lyondell Chemical Company and its affiliates sought and obtained
authority from Judge Robert Gerber of the U.S. Bankruptcy Court
for the Southern District of New York to employ Cadwalader,
Wickersham & Taft LLP as their bankruptcy counsel.

As reported by the Troubled Company Reporter on February 16, 2009,
as the Debtors' counsel, Cadwalader will:

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

  * prepare, on behalf of the Debtors, all necessary and
    appropriate applications, motions, draft orders, and other
    documents, and review all financial and other reports to be
    filed in the Debtors' Chapter 11 cases;

  * advise the Debtors concerning, and prepare responses to,
    applications, motions, and other pleadings, notices, and
    other papers that may be filed and served in the Debtors'
    bankruptcy cases;

  * advise the Debtors concerning actions that they might take
    to collect and recover property for the benefit of their
    estates;

  * review the nature and validity of any liens asserted against
    the Debtors' property and advise the Debtors concerning the
    enforceability of those liens;

  * advise and assist the Debtors in connection with any
    potential asset dispositions;

  * advise the Debtors concerning executory contracts and
    unexpired lease assumptions, assignments and rejections;

  * assist the Debtors in reviewing, estimating, and resolving
    claims asserted against their estates;

  * commence and conduct any and all litigation necessary or
    appropriate to assert rights held by the Debtors, protect
    assets of their estates, or otherwise further the goal of
    completing a successful reorganization;

  * advise and assist the Debtors in connection with the
    solicitation and confirmation of a plan of reorganization
    and related documents;

  * advise and assist the Debtors in the preparation and
    filing of various documents required  in
    compliance with the U.S. securities laws; and

  * perform all other necessary legal services in connection
    with the Debtors' Chapter 11 cases and other general
    corporate matters concerning the Debtors' businesses.

The Debtors will pay Cadwalader's professionals according to
these customary hourly rates:

     Title                        Rate per Hour
     -----                        -------------
     Partners                     $650 to $1050
     Counsel                       $335 to $930
     Legal Assistants              $170 to $385

Pursuant to Section 330(a) of the Bankruptcy Code, the Debtors
will also reimburse Cadwalader of actual, necessary expenses and
other charges.

Since December 2008, Cadwalader has received $4,181,903 for its
prepetition services, which amount has been applied against
professional services rendered by the firm prior to the Petition
Date.  As of the Petition Date, Cadwalader is holding an advance
payment retainer of $6 million for professional services and
expenses to be rendered to or incurred for the Debtors.

Deryck A. Palmer, Esq., partner at Cadwalader, notes that his
firm, its members, counsel and associates:

  -- are not creditors, equity holders or insiders of the
     Debtors;

  -- are not and was not, within two years before the Petition
     Date, a director, officer or employee of the Debtors;

  -- do not have an interest materially adverse to the interests
     of the Debtors' estates or of any class of creditors or
     equity security holders;

  -- have not represented any party-in-interest in connection
     with matters relating to the Debtors, although Cadwalader
     has certain relationships with other parties-in-interest
     and other professionals in connection with unrelated
     matters; and

  -- are not related to any the Judge in the Debtors' cases, or
     to the United States Trustee for Region 2.

Although not relevant in concluding Cadwalader's
"disinterestedness," Mr. Palmer further discloses that:

  * Cadwalader may currently represent entities which hold
    certain of the Debtors' debt in beneficial accounts on
    behalf of unidentified parties.

  * Since note debt is traded in the commercial markets,
    Cadwalader may be unaware of the actual holder of the debt
    of the Debtors.

  * Cadwalader has represented, may currently represent, and may
    in the future represent entities with respect to matters
    involving legal and regulatory authorities which may be
    involved in the Debtors' Chapter 11 cases.

  * Cadwalader has not, does not, and will not represent any of
    the entities in matters related to the Debtors' Chapter 11
    cases.

According to Mr. Palmer, Cadwalader represented Leonard
Blavatnik, chairman and principal shareholder of the Access
Group, in connection with certain trust and estate planning
matters, during the period between October 30, 2007 and May 22,
2008.  In addition, ConocoPhillips CO and ExxonMobil Chemical
Corp. are counterparties to contracts with the Debtors, and
parties to Heartland Automotive's creditors' committee which
Cadwalader represents.

Since Cadwalader represents the Heartland committee as a whole,
Cadwalader does not believe its representation of the Debtors in
matters adverse to particular members of the Heartland Committee
interferes with Cadwalader being disinterested.  However,
Cadwalader can be adverse to Conoco Phillips and Exxon, Mr.
Palmer discloses.

A copy of Cadwalader's client match list is available for free
at: http://bankrupt.com/misc/Lyondell_CadwaladerClientsList.pdf

Based on those disclosures, Mr. Palmer avers that Cadwalader is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                      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: Seeks to Tap Blank Rome as Special Counsel
-------------------------------------------------------------
Lyondell Chemical Company and its affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Blank Rome LLP as their special counsel, nunc pro tunc to
January 6, 2009.

Before the Petition Date, Blank Rome served as the Debtors'
litigation counsel with respect to methyl tertiary butyl ether
products liability lawsuits.

As special counsel, Blank Rome will:

(1) as the Debtors' coordinating national defense counsel with
    respect to MTBE lawsuits:

     * coordinate the collection and indexing of documents
       from MTBE cases filed in state and federal courts;

     * interview and prepare the Debtors' employee Witnesses in
       connection with MTBE lawsuits; and

     * respond to discovery requests and drafting and filing
       all motions and pleadings in MTBE Lawsuits.

(2) serve as defense counsel for Debtor Equistar Chemicals, LP,
    in a commercial lawsuit filed by ICC Chemical Corporation,
    which is currently pending in the U.S. District Court,
    Southern District of New York;

(3) serve as defense counsel for Debtor Lyondell Chemical
    Company in an arbitration demand asserted by an unidentified
    claimant for which an arbitration hearing is being
    scheduled;

(4) serve as defense counsel for Debtor Millennium
    Petrochemicals Inc. in a products liability action filed by
    Small Tube Manufacturing, which is currently pending in the
    U.S. District Court for the Eastern District of
    Pennsylvania;

(5) serve as bankruptcy counsel for Equistar, an unsecured
    creditor and trade vendor in the Chapter 11 case of Wellman,
    Inc., which is pending in the U.S. Bankruptcy Court for the
    Southern District of New York;

(6) serve as Delaware bankruptcy counsel for Equistar, an
    interested party in the Chapter 11 case of Reliant Energy
    Inc., which is currently pending in the U.S. Bankruptcy
    Court for the District of Delaware;

(7) serve as Delaware bankruptcy counsel for Equistar, a
    creditor in the Chapter 11 case of Flying J Inc., which is
    pending in the Delaware Bankruptcy Court; and

(8) serve as Delaware bankruptcy counsel for Equistar, a
    creditor in the Chapter 11 case of Hilex Poly Co., which is
    pending in the Delaware Bankruptcy Court.

The Debtors will pay Blank Rome's professionals according to
their customary hourly rates:

           Title                        Rate per Hour
           -----                        -------------
           Partner                       $425 to $785
           Associates and Counsel        $245 to $485
           Paraprofessionals             $105 to $280

The Debtors will also reimburse Blank Rome for necessary, out-of-
pocket expenses incurred.

Alan J. Hoffman, Esq., a partner at Blank Rome, says that as of
the Petition Date, Blank Rome is an unsecured creditor of the
Debtors for $454,204 for prepetition fees and expenses.  However,
his firm does not hold or represent any interest adverse to the
Debtors on matters relating to the engagement, and is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                      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: Seeks to Tap Gardere Wynne as Special Counsel
----------------------------------------------------------------
Lyondell Chemical Company and its affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Gardere Wynne Sewell LLP as their special counsel, nunc pro
tunc to January 6, 2009.

Before the Petition Date, Gardere Wynne represented the Debtors
on toxic tort and related environmental litigation.  By this
application, Gardere Wynne will:

  * represent the Debtors at trial and in connection with
    appeals;

  * provide litigation support to the Debtors and other
    outside counsel through investigating and developing
    historical witnesses and other persons with knowledge of
    relevant facts of products manufactured by the Debtors and
    the processes used in the manufacture;

  * source, investigate and collect information and documents
    necessary to develop and discern the Debtors' corporate
    histories and respond to discovery in pending litigation;

  * retain and consult with expert consultants all issues
    relevant to the Debtors' toxic tort and related
    environmental litigation products and processes employed in
    the manufacture of those productions;

  * advise and consult where necessary and appropriate on
    matters relating to potential, existing and anticipated
    future claims against the Debtors;

  * monitor, advise, consult and assist the Debtors with respect
    to public policy issues in order to reduce the Debtors'
    litigation concerns and risks, especially in the lead
    pigment or paint matters; and

  * provide advice to the Debtors regarding emerging issues
    that may affect the Debtors' operations and working with the
    Debtors to develop and implement strategies to effectively
    address those emerging issues.  The emerging issues include
    toxic emissions, accounting for those emissions and their
    dispersion, and evaluating and preparing top address
    arguments that those emissions are capable of producing
    injuries and damages inside and outside the Debtors'
    facilities.

The Debtors will pay Gardere Wynne's professionals according to
their customary hourly rates:

         Title                      Rate per Hour
         -----                      -------------
         Partners                    $380 to $595
         Associates                  $230 to $350
         Paralegals                  $155 to $180

The Debtors will pay Richard O. Faulk, Esq., who will have
primary responsibility in the engagement, according to his
customary billing rate of $595 per hour.

The Debtors will reimburse Gardere Wynne its expenses incurred.
Gardere Wynne has agreed to receive payment of fees and
reimbursement of expenses not exceeding $150,000 for each month
that the Chapter 11 proceedings remain pending, the Debtors note.

Mr. Faulk, a partner at Gardere Wynne, relates that upon review,
his firm does not represent, has not represented and will not
represent the Debtors' secured lenders, the Debtors, Debtor
affiliates and Non-Debtor Affiliates, the Debtors' officers and
directors, the Debtors' principal equity holders, the Debtors'
insurance carriers, significant creditors, and the Debtors'
common carriers.  He, however, notes that the certain of the
parties-in-interest are former or current clients of Gardere
Wynne on matters unrelated to the Debtors' Chapter 11 cases.
Mr. Faulk adds that the Debtors owe Gardere Wynne $464,030 for
prepetition services, however, there are no prepetition claims
against the Debtors held by his firm.

Accordingly, Mr. Faulk assures the Court that Gardere Wynne is a
"disinterested person" as that term is defined under Section
101(14).

                      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: May Sell Three More Horse Race Tracks
----------------------------------------------------------
Hannah Cho at Baltimore Sun Reporter reports that Magna
Entertainment Corp. may sell its Laurel Park, Pimlico Race Course,
and Santa Anita Park.

As reported by the Troubled Company Reporter on March 6, 2009,
Magna Entertainment, together with certain of its wholly- owned
subsidiaries, entered into an agreement with MI Developments Inc.,
to sell its interests associated with these assets:

   -- Golden Gate Fields;
   -- Gulfstream Park, including MEC's interest in The Village at
      Gulfstream Park(TM), a joint venture with Forest City;
   -- Palm Meadows Training Center;
   -- Lone Star Park;
   -- AmTote International;
   -- XpressBet(R); and
   -- a holdback note associated with the sale of The Meadows.

Baltimore Sun relates that Magna Entertainment chairperson and CEO
Frank Stronach was asked whether Pimlico, Laurel, and Santa Anita
Park would be sold.  "If the price is right," the report quoted
Mr. Stronach as saying.

According to Baltimore Sun, Magna Entertainment said that
operations at the company will continue while it seeks to sell
assets and restructure.

Baltimore Sun states that Jockey Club president and chief
operating officer Tom Chuckas expects no interruption at Laurel
and Pimlico.  Baltimore Sun quoted Mr. Chuckas as saying, "I'm
hopeful that the Chapter 11 restructuring will take the immediate
pressure off the operations."

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. --
http://www.magnaent.com/-- 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.

Magna Entertainment and its affiliates filed for Chapter 11
bankruptcy protection on March 5, 2009 (Bankr. D. Delaware Case
No. 09-10720).  Marcia L. Goldstein, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP assist the Debtors in their
restructuring effort.  The Debtors' claims agent is Kurtzman
Carson Consultants LLC.  As of December 31, 2008, the Debtors
listed $1,049,387,000 in assets and $958,591,000 in liabilities.


M/I HOMES: Moody's Downgrades Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of M/I Homes,
Inc., including the company's corporate family rating to B3 from
B2, senior unsecured notes rating to Caa1 from B3, and preferred
stock to Caa3 from Caa2.  The speculative grade liquidity
assessment was affirmed at SGL-3, and the ratings outlook is
negative.  This concludes the review for downgrade that was
initiated on February 4, 2009.

These rating actions were taken:

  -- Corporate family rating lowered to B3 from B2;

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

  -- $200 million senior unsecured notes rating lowered to Caa1
     (LGD4, 61%) from B3 (LGD4, 60%);

  -- $100 million preferred stock rating lowered to Caa3 (LGD6,
     99%) from Caa2 (LGD6, 99%);

Speculative grade liquidity rating affirmed at SGL-3.

The downgrades reflect Moody's expectation that M/I Homes' cash
flow performance, though still expected to be positive, will
decline in 2009 from 2008 levels.  In 2010, Moody's projects the
cash flow generation to deteriorate further and it could even turn
negative.  The downgrades also reflect the company's eroding
tangible net worth base due to negative operating income and
impairments.  The company has a $100 million tangible net worth
covenant in its credit facility.  Albeit the company should have
adequate room under the covenant in 2009, Moody's projects the
cushion under the covenant to narrow significantly in 2010.
Finally, Moody's is projecting that the company will continue
generating operating losses well into 2010.

The ratings are supported by the M/I Homes' debt leverage vis--
vis its peers.  The company's debt to capitalization stood at
46.5% at December 31, 2008 (as adjusted per Moody's Standard
Analytical Adjustments).  The ratings are also supported by the
absence of any material near term debt maturities.  The company's
$150 million revolving credit facility matures in October 2010 and
$200 million senior unsecured notes mature in April 2012.

The negative outlook reflects the expectation of Moody's Corporate
Finance Group that housing market conditions will worsen in 2009
and that the bottom is not yet visible.  Furthermore, liquidity
will remain tight and 2009 will be a year of greatly reduced
deliveries.

Going forward, the ratings could be lowered further if the
company's cash flow generation were to weaken significantly,
cushion under the company's tangible net worth covenant narrows
meaningfully, and/or if the company were to engage in a distressed
bond exchange.

The outlook could stabilize if the company were to generate
sizable amounts of operating cash flow (after excluding
contributions, if any, from tax refunds) and build its cash
balance.

Moody's most recent announcement concerning the ratings for M/I
Homes was on February 4, 2009, at which time Moody's put all of
the company's ratings on review for possible downgrade.  The
principal methodology used in rating M/I Homes was Moody's U.S.
Homebuilding Industry rating methodology, which can be found at
www.moodys.com in the Credit Policy & Methodologies directory, in
the Ratings Methodologies subdirectory (December 2004, document
#90996).

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes and Showcase Homes,
with homebuilding operations located in Columbus and Cincinnati,
Ohio; Indianapolis, Indiana; Chicago, Illinois; Tampa and Orlando,
Florida; Charlotte and Raleigh, North Carolina; and the Virginia
and Maryland suburbs of Washington, D.C. Homebuilding revenues and
consolidated net income for the fiscal year ended December 31,
2008 were approximately $594 million and ($250) million,
respectively.


MANITOWOC CO: Bank Debt Continues Slide; Trades at Near 30% Off
---------------------------------------------------------------
Participations in a syndicated loan under which Manitowoc Co. Inc.
is a borrower traded in the secondary market at 73.07 cents-on-
the-dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.93 percentage points from
the previous week, the Journal relates. The loan matures April 14,
2014.  Manitowoc pays 350 basis points above LIBOR to borrow under
the facility.  The bank debt 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

                        *     *     *

As reported by the Troubled Company Reporter on March 5, 2009,
Standard & Poor's Ratings Services revised its rating outlook on
The Manitowoc Co. Inc. to negative from stable.  All ratings are
affirmed, including the 'BB' long-term corporate credit rating.
"This action reflects increased concern that Manitowoc's near-term
debt reduction plans may be affected by lower-than-expected
proceeds from an asset divestiture required by regulators to
complete the acquisition of Enodis in late 2008," said Standard &
Poor's credit analyst John R. Sico.

The Company has stated it could violate certain debt covenants
during the second half of 2009.  S&P is concerned the Company may
not meet covenants on its credit facilities that step down from
4.0x currently to 3.75x by Dec. 31, 2009.

On July 31, 2008, 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: Buy-Out Deal May Cost KKR $650 Million
------------------------------------------------------
Kohlberg Kravis Roberts & Co., may lose $650 million in
investments in Masonite International Corp. after the Canadian
door manufacturer undergoes a debt restructuring.

According to Financial Post, three years ago, Masonite cut a
$3.1-billion deal with U.S.-based KKR to privatize the firm.  Back
then, the company was posting $2.5 billion in annual sales.  Now
the entire equity in the firm has been wiped out with news that
Masonite arranged a $2-billion debt-to-equity swap with its senior
secured lenders and a committee of bondholders.

Karen Mazurkewich of Financial post reports that the senior
secured debtholders will own 97.5% of the company. The bondholders
have been given a sweetener of 2.5% equity plus warrants if they
accept a deal in which the senior lenders are "clearly under
water," according to one restructuring expert.

The debt-to-equity swap still faces a vote, but if it proceeds,
KKR and its partners will see its US$650-million go up in smoke,
Financial post said.  It's one of the most expensive mistakes by a
private equity firm in Canada, said Financial Post.

Kevin Morley, chairman of the asset-based lending group at Ogilvy
Renault, as cited by the report said, "The need to convert debt to
equity is becoming increasingly commonplace. These kinds of deals
aren't unusual considering the debt loads these types of companies
are holding". Since the credit freeze, buyout firms are seeing
their highly leveraged portfolio companies submerge. It's the
latest in what bankruptcy experts say will be a whiteout for
companies purchased by private equity at the height of the credit
bubble, the report added.

                   About Masonite International

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

                           *     *     *

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

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


MICHAELS STORES: Bank Debt Continues Slide; Now Sells at 45% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded in the secondary market at 54.08 cents-
on-the-dollar during the week ended March 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.28 percentage points
from the previous week, the Journal relates.  The loan matures on
October 31, 2013.  Michaels Stores pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.

Syndicated loans of other retailers also trade at substantial
discount in the secondary market during the week ended March 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.

Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded at 66.70 cents-on-the-dollar, a drop of 2.50
percentage points from the previous week.  The loan matures on
August 20, 2011.  Blockbuster pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's B rating.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded at 61.50 cents-on-the-dollar, a
drop of 3.57 percentage points from the previous week.  The loan
matures on April 6, 2013.  Neiman Marcus pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Yankee Candle bank debt trades at 61.80 cents-on-the-dollar, an
increase of 1.63 percentage points from the previous week.  The
loan matures February 6, 2014.  Yankee Candle pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.

US Foodservice bank debt trades at 60.21 cents-on-the-dollar, a
drop of 2.45 percentage points from the previous week.  The loan
matures July 3, 2014.  US Foodservice pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's N.R. 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.


MME LLC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MME, LLC
        6620 SO Tenaya, Suite 200
        Las Vegas, NV 89113

Bankruptcy Case No.: 09-12931

Chapter 11 Petition Date: March 4, 2009

Court: District of Nevada (Las Vegas)

Judge: Mike k. Nakagawa

Debtor's Counsel: kelly J. Brinkman, esq.
                  kbrinkman@gooldpatterson.com
                  Goold Patterson Ales & Day
                  4496 S. Pecos Road
                  Las Vegas, NV 89121
                  Tel: (702) 436-2600
                  Fax : (702) 436-2650

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
New South Federal Bank         A&D Loan          $18,000,000
Attn: Chris Zoercher
      Joel Bodiford
      Betsy Reynolds
210 Automation Way
Birmingham, AL 35210

Tier One Bank                  A&D Loan          $11,000,000
Attn: Tim Laphen
P.O. Box 83009
1235 N. Street
Lincoln, NE 68508-2083

Focus Property Group           common area       $365,254
Attn: Larry Bross
      Tom Devore
3455 Cliff Shadows Pkwy.
Suite 220
Las Vegas, NV 89129

Landtek LLC
Attn: James E. Smyth, II
3800 Howard Hughes
Parkway, 7th Floor
Las Vegas, NV 89169

Office of the County           property taxes    $49,078
Association

Clark County Treasurer         semi-annual       $46,379
                               SID


MS Concnrete                   Retention amount  $45,000

Badger Construction            Retention amount  $40,000

Mountains Edge Co-op           Marketing and     $35,000

Maravilla at Mountains Edge    Capital Reserve   $15,305
Edge Homeowner's Association

Mountains Edge Master          HOA Fees          $10,000

Brown & Brown Insurance        Insurance Broker  unknown

The petition was signed by David R. McEntire, president of
Amstar Homes Inc. and member of MME LLC.


MORGAN STANLEY: S&P Downgrades Rating on $3 Mil. Notes to 'C'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Morgan
Stanley ACES SPC's series 2006-8 $3.0 million class A-5 secured
fixed-rate notes to 'C' from 'CCC-' and placed it on CreditWatch
with negative implications.

The rating on the class A-5 notes is linked to the lowest rating
of (i) the reference obligation, Bowater Inc.'s 6.5% senior
unsecured notes due June. 15, 2013 ('C/Watch Neg'); (ii) the
guarantor under related swap and forward agreements, Morgan
Stanley (A/Negative/A-1); and (iii) the underlying securities, BA
Master Credit Card Trust II's series 2001-B class A certificates
due 2013 ('AAA').

The rating action on the class A-5 notes reflects the Feb. 10,
2009, lowering of S&P's rating on Bowater Inc.'s 6.5% senior
unsecured notes due June 15, 2013, to 'C' and its placement on
CreditWatch with negative implications.


MOVIE GALLERY: Plan Trustee Files Avoidance Suit vs. 22 Vendors
---------------------------------------------------------------
William Kaye, as Plan Administrator and Litigation Trustee of the
Movie Gallery Litigation Trust, filed with the U.S. Bankruptcy
Court for the Southern District of New York complaints for the
avoidance of preferential transfers, recovery of property,
disallowance of claims, and prejudgment interest against 22
vendors:

   (1) Telekenex, Inc.
   (2) Venevision International, Inc, Venevision International
       Productions, Inc.
   (3) Intense Industries, Inc.
   (4) BCW Diversified, Inc.
   (5) Officemax Incorporated
   (6) Archer Corporation
   (7) Boston America Corp.
   (8) Billsoft, Inc.
   (9) Custom Cabling Solutions, Inc.
  (10) Mastermedia, LLC
  (11) Vesdia Corporation
  (12) TY, Inc.
  (13) Peach Interactive, Inc., Peach Mobile, Inc., Peach
       International, Inc.
  (14) Tri-State Sheet Metal, Inc.
  (15) Formula Telecom Solutions, Inc.
  (16) Conditioned Air Mechanical Services, Inc.
  (17) Drivesafe
  (18) Gamers Factory Incorporated
  (19) HDMI Leasing, LLC
  (20) Hilco Real Estate, LLC
  (21) National Datacast, Inc.
  (22) U.S. Maintenance, Inc. doing business as Daystar USM; and
       Tower Cleaning Systems

The MG Trustee's proposed counsel, Craig B. Young, Esq., at
LeClairRyan, in Alexandria, Virginia, notes that within 90 days
prior to the Petition Date, the Debtors made transfers to these
vendors at these amounts:

            Transferee              Transfer Amount
            ----------              ---------------
            Officemax                    $1,289,819
            Gamers Factory                  433,858
            Telekenex                       221,801
            National Datacast               177,000
            U.S. Maintenance                168,453
            Formula Telecom                 110,250
            Conditioned Air                  68,632
            Vesdia                           64,865
            Peach                            31,725
            Mastermedia                      31,683
            Drivesafe                        25,640
            Intense Industries               21,293
            Billsoft                         21,108
            BCW                              19,826
            Archer                           19,077
            Boston America                   18,576
            TY                               14,638
            Tri-State                        14,534
            Custom Cabling                   13,603
            Venevision                       12,656
            Hilco                            10,036
            HDMI Leasing                     10,000

Mr. Young says that the Transfers were on account of antecedent
debts owed by the Debtors to the Vendor Transferees.  However,
the Debtors were insolvent when they made those Transfers as
debtors are presumed to be insolvent during the 90 days preceding
the filing of Chapter 11 petitions.  Thus, the Transfers enabled
the Vendor Transferees to receive more than they would have
received if the Debtors' Chapter 11 cases have been cases under
Chapter 7, if the Transfers had not been made, and the Vendor
Transferees received payment on the debts to the extent provided
by the Bankruptcy Code.  According to Mr. Young, the MG Trustee
is entitled to an order and judgment that the Transfers are
avoided under Section 547.

Moreover, since the Vendor Transferees are the initial
transferees, the MG Trustee is entitled to recover for the
estates the proceeds or value of the Transfers under Section 550.
The MG Trustee is, thus, entitled to an order and judgment under
Section 550 that the proceeds or value of the Transfers is
recovered for the benefit of the estates, Mr. Young asserts.

He further notes that in line with Section 502(d), if the Vendor
Transferees are liable for any avoidable transfer under Section
547, then any claims held by the Vendor Transferees against the
Debtors' estates must be disallowed unless and until the Vendor
Transferees pay the amount of the Transfers to the MG Trustee.
The Vendor Transferees have neither returned nor paid the value
of any of the Transfers, and thus their claims against the
Debtors should be disallowed, Mr. Young says.

Mr. Young further notes that the MG Trustee made demands upon the
Vendor Transferees for the return of the Transfers on Sept. 11,
2008, but the Vendor Transferees have failed or refused to return
the Transfers.  Accordingly, the MG Trustee is entitled to a
grant of prejudgment interest on the value of the Transfers from
September 11, 2008, until the entry of final judgment in the
adversary proceedings to compensate the estates for the delay
arising from the Defendants' refusal to return the Transfers.

By these Complaints, MG Trustee asks the Court to enter judgment
for:

  (i) a determination that the Transfers are avoidable as
      preferential transfers under Section 547, and MG Trustee
      is entitled to recover those Transfers under Section 550;

(ii) disallowance of all of Vendor Transferees' claims against
      the Debtors' estates under Section 502(d), unless and
      until the amount of judgment for avoidance and recovery of
      the Transfers is paid by the Vendor Transferees to the MG
      Trustee;

(iii) costs incurred in the Adversary Complaints including
      attorneys' fees; and

(iv) for judgment interest on the judgment amount to the
      fullest extent allowed by applicable law.

The MG Trustee reserves the right to bring any and all other
causes of action that it may maintain against the Vendor
Transferees, including causes of action arising from transactions
set forth in the Complaints, to the extent discovery in the
adversary proceedings or further investigation by the MG Trustee
reveals further causes of action.

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is the second largest North
American video rental company with approximately 3,300 stores
located in all 50 U.S. states and Canada operating under the
brands Movie Gallery, Hollywood Video and Game Crazy.  Since MGI's
initial public offering in August 1994, the Company has grown from
97 stores to its present size through acquisitions and new store
openings.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853). Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represented the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, were the Debtors' local counsel. The Debtors' claims &
balloting agent was Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of US$891,993,000 and total liabilities of
US$1,419,215,000.

The Official Committee of Unsecured Creditors has selected
Robert J. Feinstein, Esq., James I. Stang, Esq., Robert B.
Orgel, Esq., and Brad Godshall, Esq., at Pachulski Stang Ziehl &
Jones LLP, as its lead counsel, and Brian F. Kenney, Esq., at
Miles & Stockbridge PC, as its local counsel.

The U.S. Bankruptcy Court for the Eastern District of Virginia
confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008. The Debtors emerged from
bankruptcy on May 20, 2008. (Movie Gallery Bankruptcy News;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


NASDAQ OMX: Moody's Affirms Corporate Family Rating at 'Ba1'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of NASDAQ OMX
(corporate family at Ba1) with a positive outlook.

Moody's said that 2008 was a transformative year for the NASDAQ
OMX franchise.  First, management consummated the merger between
NASDAQ and OMX.  Then, in the summer, NASDAQ OMX acquired the
Philadelphia and Boston Stock Exchanges.  Finally, in the fall,
NASDAQ OMX acquired the derivatives clearing and trading
operations of Nord Pool.

"Our positive outlook reflects the increased scale and
diversification of NASDAQ OMX, as well as management's progress
during 2008 integrating its recently acquired platforms" said
Peter Nerby, a Senior Vice-President at Moody's.

The rating agency noted that NASDAQ OMX's pro-forma cash expenses
(excluding compensation and merger costs) dropped to
$79.9 million in 4Q08 from $106.5 million in 4Q07.  These cost
saves strengthen NASDAQ OMX's ability to manage through an
environment of depressed trading volumes.  The cost saves
contributed to an expansion in the EBITDA margin to 48% in 2008
from 43% in 2007.

Over the longer term, management at the NASDAQ OMX has executed on
a strategy to create economies of scale in processing trade
volumes, while steadily reengineering its businesses.  A
cornerstone of that plan was the 2005 acquisition of INET, which
allowed the NASDAQ OMX to reclaim some of the market share in
trading of NASDAQ-listed securities and allowed management to move
all public equity trading onto the scalable INET platform.

Moody's said a primary hurdle to an upgrade to investment grade
has been management's past propensity to lever the firm in pursuit
of its strategic goals.  "Margin compression and pursuit of scale
is driving rapid consolidation of exchanges," Nerby observed.
"Management has increased leverage to participate in this
consolidation".  For the rating to reach investment grade, NASDAQ
OMX management must continue to reduce leverage and have the
discipline to maintain it at lower levels.  For example,
demonstrating an ability to maintain a Debt/EBITDA ratio of below
3xs through the cycle could support an upgrade.

A further concern is the continuing fierce competition that NASDAQ
OMX faces for cash equities order flow from traditional exchange
rivals, new trading platforms as well as from the major global
investment banks.  Electronification has boosted overall volumes
in many markets, but margins have compressed and the severity of
the capital market crisis and global economic downturn makes the
outlook for trading volumes highly uncertain for 2009 and 2010.
As a result, Moody's expects reduced net trading revenues for
NASDAQ OMX in 2009, with uncertain prospects for recovery in 2010.
However, even with lower revenues, Moody's expects the firm to
produce earnings and cash flows consistent with the Ba1 rating.

"Over the past several years, NASDAQ OMX has learned to adapt to
the price competition in the United States" Nerby said.  For
example, NASDAQ has increased its matched market share of NYSE-
listed securities (22.2% in 2008, up from 17.1% one year earlier)
even as the firm has lost matched share in NASDAQ securities
(43.2% in 2008 down from 46.1% one year earlier).

The last rating action on NASDAQ OMX was on February 27, 2008,
when the ratings were upgraded to Ba1 and the positive outlook was
initially assigned.

The NASDAQ OMX reported $319.9 million of net income in 2008.


NAT'L STATES INSURANCE: A.M. Best Cuts FS Rating to Marginal
------------------------------------------------------------
A.M. Best Co. downgraded on February 27, 2009, the financial
strength rating to C++ (Marginal) from B- (Fair) and issuer credit
rating to "b" from "bb-" of National States Insurance Company
(National States) (St. Louis, MO).  The outlook for these ratings
has been revised to negative from stable.

These rating actions reflect National States' expected weak year-
end risk-adjusted capital position and sizeable operating loss.
Adverse experience on its South Florida home health care block was
the primary reason for the company's poor 2008 operating results.
National States is also reliant on receiving timely and
appropriate rate increases, which continues to be challenging in
Florida.

National States has taken a number of corrective steps, including
expansion of its accident and health products into the Midwest and
sustaining modest growth in the capital intensive whole life
business.  National States had previously increased its
reinsurance to support its capital position and discontinued its
graded benefit life product and stand-alone home health care
product sales in its unprofitable South Florida segment.  A.M.
Best believes the company will be challenged to return to
profitability near term.


NEIMAN MARCUS: Bank Debt Continues Slide; Sells at Near 40% Off
---------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded in the secondary market at 61.50
cents-on-the-dollar during the week ended March 6, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 3.57 percentage points
from the previous week, the Journal relates.  The loan matures on
April 6, 2013.  Neiman Marcus pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB rating.

Syndicated loans of other retailers also trade at substantial
discount in the secondary market during the week ended March 6,
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 at 54.08 cents-on-the-dollar, a drop of
2.28 percentage points from the previous week.  The loan matures
on October 31, 2013.  Michaels Stores pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.

Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded at 66.70 cents-on-the-dollar, a drop of 2.50
percentage points from the previous week.  The loan matures on
August 20, 2011.  Blockbuster pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's B rating.

Yankee Candle bank debt trades at 61.80 cents-on-the-dollar, an
increase of 1.63 percentage points from the previous week.  The
loan matures February 6, 2014.  Yankee Candle pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.

US Foodservice bank debt trades at 60.21 cents-on-the-dollar, a
drop of 2.45 percentage points from the previous week.  The loan
matures July 3, 2014.  US Foodservice pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's N.R. rating.

                       About Neiman Marcus

Headquartered in Dallas, Texas, Neiman Marcus Inc.'s --
http://www.neimanmarcusgroup.com/-- 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.

                           *     *     *

As reported by the Troubled Company Reporter on March 5, 2009,
Fitch Ratings affirmed the Issuer Default Rating on Neiman Marcus,
Inc. and its subsidiary, The Neiman Marcus Group, Inc. at 'B' and
revised the Rating Outlook to Negative from Stable.  NMG had $3
billion of debt outstanding as of Jan. 31, 2009.

The TCR said February 9, 2009, that Standard & Poor's Ratings
Services placed its ratings on six department store companies,
including Neiman Marcus ("B+"), on CreditWatch with negative
implications.

"The CreditWatch listings and negative outlooks reflect our
deepening concern about the impact of the U.S. recession on the
increasingly troubled department store sector," said Standard &
Poor's credit analyst Diane Shand, "which felt the full brunt of
the declining U.S. economy and weakening consumer confidence in
2008."  The recession is likely to worsen through the first half
of 2009 given weakening employment, the still-poor housing market,
and continuing turmoil in financial markets.


NORTEL NETWORKS: Union Slams Firm for Reneging on Severance
-----------------------------------------------------------
Dave Coles, president of the Communications, Energy and
Paperworkers Union of Canada, has criticized Nortel Networks Corp.
for hiding behind bankruptcy legislation to avoid paying their
employees severance.

Nortel, according to Mr. Coles, "should be ashamed for reneging on
signed severance agreements with its laid off workers while paying
off its big-business creditors first.  These employees gave Nortel
its good name, stood by the company in bad times and were promised
they would be treated fairly."

Mr. Coles is speaking out on behalf of Nortel workers already laid
off and of hundreds of other Canadian Nortel employees who will be
laid off in coming months without any severance whatsoever.  He
believes the laid off workers have been far too polite in their
correspondence with their ex-employer.  Mr. Coles believes that
that is probably because their severance agreements prohibit them
from speaking negatively about the company.

"Not only are they being treated badly by a greedy employer, but
they have had their own mouths duct-taped shut.  Very little is
being done to protect workers who are the victims of this
recession.  The federal government should step in now with a
stimulus package for workers, not just for banks and big business.
And it should ensure that companies like Nortel are forced to pay
their employees first, not make them go to the back of the line,"
Mr. Coles said.

Mr. Coles stated, "Aside from the moral argument, the corporate
community is doing itself a disservice by giving workers in the
high-tech industry the back of the hand.  It is sending a signal
that R&D is not valued in Canada, and knowledge workers will pick
up on that cue very quickly."

Mr. Coles notes that thanks to the labour movement's hard-fought
amendments to Canada's bankruptcy legislation, which came into
effect last July, the collective agreements of unionized workers
cannot be altered and any severance provisions are protected.  The
layoff at Quebecor World, also under bankruptcy protection, is a
case in point, where CEP members received the severance they were
entitled to under their collective agreements.

CEP represents workers in the telecommunications sector, and is
the largest union in other key sectors or the economy, namely
forestry, energy and media.

                           About Nortel

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

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

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

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

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

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

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

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


NOVA CHEMICALS: DBRS Puts 'B(high)' Ratings Under Review
--------------------------------------------------------
Dominion Bond Rating Service has placed the B (high) Issuer and
Unsecured Notes & Debentures ratings of NOVA Chemicals Corporation
(NOVA or the Company) Under Review with Developing Implications
and removed them from Under Review with Negative Implications,
where they were placed on January 30, 2008.  The change in rating
status follows the announcement that NOVA and International
Petroleum Investment Company, a state enterprise wholly owned by
the Government of the Emirate of Abu Dhabi (not rated by DBRS),
have entered into an agreement providing for the all-cash
acquisition of 100% of the outstanding shares of the Company for
$6.00 per share (roughly $500 million).  The acquisition is
subject to approval by at least two-thirds of NOVA's shareholders
and necessary regulatory approvals, and the Company's Board of
Directors has unanimously approved the agreement.

The proposed transaction is positive for NOVA on several fronts,
and the bid price represents a substantial premium (348%) to its
closing share price on February 20, 2009.  DBRS views the
significant premium paid for NOVA as a reflection of the strength
of its asset base, namely, its world-class Joffre, Alberta,
chemical complex, and the low valuation of the Company stemming
from the liquidity issues it faces over the near and medium term.
A rating action is currently not warranted as the agreement is
subject to closing conditions, and more information, expected over
the coming month, is required regarding the Company's ultimate
legal and capital structure.

As part of the agreement, IPIC has agreed to a $250 million credit
backstop facility, which increases NOVA's liquidity position.  The
Company has not indicated whether the credit backstop facility,
which exceeds the $200 million in new financing required for
covenant relief to June 30, 2009, will meet the requirements under
its main credit facilities for covenant relief to June 30, 2009.
However, NOVA also announced that it has secured $150 million in
new financing in the form of a revolving credit facility with
Export Development Canada
($100 million) and a syndicate of three banks ($50 million); this
provides covenant relief to June 1, 2009, and has effectively
removed the refinancing risk associated with the Company's
maturing 7.4% $250 million debentures due April 1, 2009.  The
Company continues to face large debt maturities through 2010, and
outstanding bonds do not have a change of control clause.  DBRS
requires additional information regarding NOVA's strategy in terms
of how future maturities will be addressed.

Upon completion of the agreement, NOVA would operate as an
independent chemicals and plastics company, but benefit from being
part of a much larger, financially stronger entity from continued
investments in the business and longer-term growth opportunities.
IPIC is a leading investor in the field of petroleum and energy,
primarily in Europe, the Middle East and Asia, with an investment
portfolio of roughly $14 billion.


OXFORD INDUSTRIES: S&P Puts 'BB-' Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Oxford Industries Inc., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications, meaning that
S&P could affirm or lower the ratings following S&P's review.  The
Atlanta, Ga.-based apparel company had about
$395 million in adjusted debt as of Nov. 2, 2008.

"The CreditWatch placement follows the company's announcement of
weak preliminary results and expected noncash impairment charge of
goodwill and other intangible assets of $275 million to
$325 million for the fourth-quarter ended Jan. 31, 2009," said
Standard & Poor's credit analyst Bea Chiem.  While S&P had
expected that year-end results would be lower than the previous
year due to the weak economy and retail environment, S&P believes
that credit metrics may be weaker than S&P's previous
expectations, including Oxford's maintenance of leverage below 4x.
S&P estimate that leverage may increase to the 4x-4.5x area if
operating margins deteriorate by at least 100 basis points or more
for the fiscal year ending Jan. 31, 2009, an increase from 3.5x
for the 12 months ended Nov. 1, 2008.

Standard & Poor's will monitor developments and meet with Oxford's
management to review the company's ongoing operating strategies
and financial policy.

"Our resolution of the CreditWatch listing will focus on Oxford's
ability to improve its operating business trends and financial
metrics," she continued.


PARTY CITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Party City of San Diego
        11465 Carmel Mountain Road
        San Diego, CA 92128

Bankruptcy Case No.: 09-02734

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Franchise Management Services, Inc.                09-02738
AIKO Party, Inc.                                   09-02739
Party City of Temecula                             09-02741
Party City of Clairemont                           09-02743
Party City of Murrieta, Inc.                       09-02744
Party City of Lemon Grove, Inc.                    09-02747

Chapter 11 Petition Date: March 4, 2009

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Christopher Celentino, Esq.
                  ccelentino@duanemorris.com
                  Duane Morris LLP
                  101 W. Broadway, Suite 900
                  San Diego, CA 92101
                  Tel: (619) 744-2246
                  Fax: (619) 744-2201

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

A full-text copy of the Debtors' list of 20 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/califsb09-02734.pdf

The petition was signed by Jason Craig, president.


PILGRIM'S PRIDE: Seeks June 29 Extension of Lease Decision Period
-----------------------------------------------------------------
Pursuant to Section 365(d)(4)(B), Pilgrim's Pride Corporation and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Northern District of Texas to extend until June 29, 2009, their
lease decision deadline to afford them more time to analyze
whether assumption or rejection of the real property leases is
appropriate in their Chapter 11 cases.

Section 365(d)(4) of the Bankruptcy Code provides that the
Debtors must assume or reject their non-residential real property
leases by the earlier of (a) 120 days after the Petition Date, or
(b) the date of entry of an order confirming a Chapter 11 plan of
reorganization.  If the Debtors fail to make an election with
regards to any specific Real Property Lease by the lease decision
deadline, the leases will be "deemed rejected."

The Debtors' current lease decision deadline is March 31, 2009.

The Debtors are party to about 76 real property leases.  The
Debtors, because of the complexity and size and their Chapter 11
cases, do not believe that it will be possible to make an
informed decision as to whether to assume or reject all real
property leases by March 31, 2009, as required by Section
364(d)(4).

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, however, tells the Court that the Debtors have
already begun the process of evaluating their executory contracts
and real property leases to see which ones should be amended and
which ones are rejected.

Absent the extension of the lease decision period, the real
property leases will be subject to premature forfeiture, Mr.
Youngman says.  Forfeiture of the Debtors' interest in the real
property leases would cause significant disruption to the
Debtors' core operations and harm all of the Debtors'
stakeholders, he points out.  By contrast, the extension
requested will allow the Debtors to make prudent business
decisions regarding their future needs for leased real property,
he explains.

Furthermore, Mr. Youngman contends that because the Debtors are
current, and intend to remain current, on their postpetition
obligations under the Real Property Leases, the requested
extension will not prejudice the lessors of the Real Property
Leases.

                   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)


PILGRIM'S PRIDE: Court Extends Removal Deadline Amid Objections
---------------------------------------------------------------
Judge Michael Lynn of the U.S. Bankruptcy Court for the Northern
District of Texas granted the request of Pilgrim's Pride
Corporation and its affiliates for extension of the period within
which the Debtors may remove prepetition civil actions until the
date an order is entered confirming any reorganization plan in the
Debtors' Chapter 11 cases.

The plaintiffs in the Fair Labor Standards Act multidistrict
litigation, and Teresa Boshell, tried to block approval of the
Debtors' request:

(a) FLSA Plaintiffs

The FLSA Plaintiffs of the multidistrict litigation pending in
the U.S. District Court for the Western District of Arkansas, El
Dorado Division, argue that to allow the Debtors additional time
beyond what is provided for in Rule 9027(a)(2) will unduly
prejudice the interests of the Plaintiffs while accruing no
significant benefit to the Debtors.

Representing the Plaintiffs, Joseph Postnikov, Esq., at Goodrich
Postnikoff & Petrococchi, LLP, in Forth Worth, Texas, emphasized
that as provided for in Rule 9027(a)(2), if the claim or cause of
action is pending when a case under the Bankruptcy Code is
commenced, a notice of removal may be filed only within the
longest of:

  -- 90 days after the Petition Date;

  -- 30 days after entry of an order terminating a stay, if the
     claim or cause of action has been stayed under Section 362
     of the Bankruptcy Code; or

  -- 30 days after a trustee qualifies in a Chapter 11
     reorganization case but not later than 180 days of the
     order for relief.

For purposes of the hearing on the Debtors' motion, the FLSA
plaintiffs filed with the Western Arkansas District Court their
Witness and Exhibit list pursuant to Sections 105(a) and 362 of
the Bankruptcy Code.

(b) Teresa Boshell

Ms. Boshell points out that the requested extension affects the
prepetition personal injury lawsuit she filed against Gold Kist
Russellville in the Circuit Court for Walker County, Alabama.
The Debtors assumed the operations of Gold Kist Russellville
pursuant to the Debtors' acquisition of Gold Kist, Inc., in 2006.

Ms. Boshell says she has more than $954,000 in damages for
medical expenses, about $638,000 for lost past and future wages.

Ms. Boshell tells the Court that she would be filing a motion in
the U.S. Bankruptcy Court for the Northern District of Texas,
Fort Worth Division, to lift the automatic stay to allow
prosecution of her personal injury action to resolution.

If the lift stay motion is granted, discussions on her Personal
Injury complaint is critical for purposes of judicial economy as
the Circuit Court will be hearing pre-trial motions, Ms. Boshell
asserts.

Ms. Boshell argues that allowing the Debtors additional time to
remove the Personal Injury Lawsuit beyond the time set forth in
Bankruptcy Rule 9027(a) will unduly prejudice her interests.

(c) Codey Wheeler, Don Davis and Davey Williams

Messrs. Wheeler, Davis and Davey do not object to the extension
motion to the extent that the Debtors only seek to extend their
time to determine which cases they will seek to remove to the
Bankruptcy Court.

However, Messrs. Wheeler, Davis and Davey do not consent to the
removal of their pending lawsuits against the Debtors because the
Bankruptcy Court is not the appropriate venue to adjudicate the
lawsuits.

Thus, Messrs. Wheeler, Davis and Davey preserve their rights to
seek:

  -- a remand of their lawsuits against the Debtors to the
     courts in which the lawsuits are currently proceeding;

  -- relief from the automatic stay to have their lawsuits
     proceed to final judgment before the court in which they
     are currently pending; and

  -- withdrawal of the reference to have their lawsuits
     adjudicated by the U.S. District Court for the Northern
     District of Texas.

Messrs. Wheeler, Davis and Davey further say that they do not
consent to the enlargement or revival of any time to remove cases
that expired before the Debtors filed the Motion.

With respect to the FLSA MDL Litigation, Judge Lynn extended the
Removal Period to the earlier of:

  (i) the date an order is entered confirming any Chapter 11
      plan in the Debtors' Chapter 11 cases; or

(ii) 30 days after entry of an order granting relief from the
      stay imposed by Section 362 of the Bankruptcy Code with
      respect to the FLSA MDL Litigation.

                   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)


PILGRIM'S PRIDE: Inks Amendment to $450-Million DIP Facility
------------------------------------------------------------
Pilgrim's Pride Corporation said in a regulatory filing with the
U.S. Securities and Exchange Commission that it entered into a
First Amendment on February 26, 2009, to the Amended and Restated
Postpetition Credit Agreement dated December 31, 2008, among the
company, as borrower, certain subsidiaries of the company, as
guarantors, Bank of Montreal, as agent, and the lenders party
thereto.

The Amendment modifies the definition of "EBITDAR" in the Credit
Agreement to include, and permit the company to incur, certain
costs and charges, not to exceed $35 million, related to the
idling of the company's processing plants in Douglas, Georgia; El
Dorado, Arkansas; and Farmerville, Louisiana.

A full-text copy of the First DIP Amendment is available for free
At: http://ResearchArchives.com/t/s?3a21

                   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
in 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)


PRIMUS GUARANTY: Moody's Downgrades Senior Debt Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured debt
and issuer ratings of Primus Guaranty, Ltd., to B2, from Ba3.
Moody's said that the downgrade of Primus Guaranty's ratings was
prompted by continued credit deterioration at its main operating
company, Primus Financial Products LLC, and resulting uncertainty
about the group's strategic direction going forward.  The outlook
for the ratings is negative.

According to Moody's, the credit profile of Primus Financial's
single name CDS portfolio deteriorated significantly during the
fourth quarter of 2008, with exposures rated below investment
grade increasing by roughly 40% to $1.6 billion.  The firm's
portfolio is heavily exposed to the finance, insurance and real
estate sectors, all of which have been severely affected by the
current economic crisis.  Moody's noted that the estimated
expected loss associated with Primus Financial's CDS portfolio is
roughly equivalent to its equity, indicating that the value of
Primus Guaranty's investment in its subsidiary may be limited to
future premium income, which is currently estimated at
$280 million, net of operating expenses.

The rating agency said that Primus Guaranty's liquidity was fairly
strong at year-end 2008, with cash and investments of
$77 million relative to remaining holding company debt of
$109 million.  Moody's noted, however, that the company's
contemplated acquisitions of structured credit assets could
somewhat reduce holding company liquidity going forward.

Primus is contemplating a range of strategic initiatives,
including a restructuring of its CDS portfolio and investments in
the asset management space.  Moody's said that the lack of current
business volume, coupled with the possibility of substantial
additional deterioration at Primus Financial increases the level
of uncertainty associated with the future strategic profile and
direction of the company.  The rating agency indicated that it
could further revise its rating if Primus were to pursue a
strategy that would adversely affect the risks to its senior
creditors.

The outlook for the ratings is negative, reflecting the potential
for further credit deterioration in the group's CDS portfolio.

The last rating action for Primus Guaranty was taken on
November 25, 2008, when Moody's downgraded the firm's senior debt
and issuer ratings from Ba1 to Ba3 with a negative outlook.

                      List Of Rating Actions

These ratings have been downgraded with a negative outlook:

* Primus Guaranty, Ltd. -- senior unsecured debt to B2 from Ba3;
  issuer rating to B2 from Ba3.

Primus Guaranty, Ltd. is a publicly traded holding company based
in Bermuda.  It is the parent of Primus Financial Products, LLC, a
credit derivatives product company that provides credit protection
against obligations of corporate and sovereign issuers, and
structured credits.


PS RACQUET: Vineyard Bank Allowed to Foreclose on Calif. Property
-----------------------------------------------------------------
Vineyard Bank, which holds a $12.5 million mortgage on a property
owned by PS Racquet Club Properties LLC was allowed by the U.S.
Bankruptcy Court for the Central District of California to
foreclose on the property, Bloomberg's Bill Rochelle reported.

The report adds that Vineyard said the property, which is located
in Palm Springs, California, was worth $9.9 million.  The company,
however, had said that if construction on the property were
finished and the units sold, the property would be worth $42.5
million.

Los Angeles, California-based PS Racquet Club Properties LLC filed
for Chapter 11 on October 28, 2008 (Bankr. C.D. Calif., Case No.
08-28120).  Carolyn A. Dye, Esq., was tapped as counsel.  In its
bankruptcy petition, it disclosed assets of $42,610,500 and debts
of $15,198,678.


QIMONDA NA: Wants to Hire Alvarez & Marsal as Financial Advisor
---------------------------------------------------------------
Qimonda North America Corp. and Qimonda Richmond LLC, U.S.
subsidiaries of German semiconductor memory product maker Qimonda
AG, seek permission from the U.S. Bankruptcy Court for the
District of Delaware to employ Alvarez & Marsal North America, LLC
as restructuring and financial advisor.

A&M will:

   a) assist the Debtors in the preparation of financial
      disclosures required by the Court, including the schedules
      of assets and liabilities, the statement of financial
      affairs and monthly operating reports;

   b) assist the Debtors with information and analyses required
      pursuant to any postpetition debtor-in-possession
      financings;

   c) assist with the identification and implementation of short-
      term cash management procedures;

   d) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the assumption or rejection of each;

   e) assist in the Debtors' management team and counsel focused
      on the coordination of resources related to the ongoing
      reorganization effort;

   f) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts, and analysis of proposed
      transactions for which Court approval is sought;

   g) attend meetings and assistance in discussions with
      potential investors, banks and other secured lenders, any
      official committees appointed in these Chapter 11 cases,
      the United States Trustee, other parties in interest and
      professionals hired by the same, as requested;

   h) analyze creditor claims by type, entity, and individual
      claim, including assistance with development of databases,
      as necessary, to track the claims;

   i) assist in the preparation of information and analysis
      necessary for the confirmation of a plan of reorganization
      in these Chapter 11 cases, including information contained
      in a disclosure statement;

   j) assist in the evaluation and analysis of potential
      avoidance actions, including fraudulent conveyances and
      preferential transfers; and

   k) render other general business consulting or other
      assistance as Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in these proceedings.


William H. Runge, III, managing director of Alvarez & Marsal North
America, LLC, tells the Court the firm's professionals hourly
rates are:

     Managing Director                      $625 - $850
     Directors/Senior Directors             $450 - $625
     Associates/Senior Associates           $300 - $450
     Administration/ Analysts               $225 - $300

These professionals are expected to have primary responsibility in
the Debtors' cases and their hourly rates are:

     William H. Runge, III                      $675
     Cory Schupp                                $500
     Paulo Motoki                               $450
     Kyle Sturgeon                              $350

A&M received various retainers in connection with preparing for
the filing of these Chapter 11 cases.  The unapplied residual
retainer, estimated to approximately $300,000, will constitute a
general retainer for postpetition services, will not be segregated
by A&M in a separate account, and will be held until the end of
these Chapter 11 cases and applied to A&M's finally approved fees
in these proceedings.  No amounts are due as of the petition date.

Furthermore, A&M will receive incentive compensation of between
$1,000,000 to $1,500,000 for its services in addition to the
compensation.

Mr. Runge adds that A&M will be entitled to the incentive fee of
$1,000,000 upon the earlier of (x) the consummation of a Chapter
11 plan of reorganization for all of the Debtors; and (y) the
consummation of a sale, transfer, or other disposition of all or
substantially all of the assets or equity of the debtors in one or
more transactions approved in these Chapter 11 cases.  In either
case, A&M will be entitled to an additional $500,000 if either
plan or sale occurs by Dec. 31, 2009.

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

                        About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

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

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


REDCORP VENTURES: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: KPMG Inc.
                       777 Dunsmuir Street
                       P.O. Box 10426
                       Vancouver, BC V7Y 1K3
                       Tel: (604) 646-6332
                       Fax: (604) 691-3036

Chapter 15 Debtor: Redcorp Ventures Ltd. and Redfern
                   Resources Ltd.
                   1281 West Georgia Street, Suite 800
                   Vancouver BC V6E 3J7
                   CANADA

Chapter 15 Case No.: 09-12019

Type of Business: The Debtor is a mineral exploration and
                  development company with active projects in
                  British Columbia, Canada and Portugal.

                  See: http://www.redcorp-ventures.com/

Chapter 15 Petition Date: March 5, 2009

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Chapter 15 Petitioner's Counsel: Mary Jo Heston, Esq.
                                 hestonm@lanepowell.com
                                 Lane Powell PC
                                 1420 5th Ave., Ste. 4100
                                 Seattle, WA 98101
                                 Tel: (206) 223-7000

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million


REGAL JETS: Organizational Meeting to Form Panel on March 16
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 16, 2009, at 9:30
a.m. in the bankruptcy case of Regal Jets LLC.  The meeting will
be held at J. Caleb Boggs Federal Building, 844 King Street, Room
2112 in Wilmington, Delaware.

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

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

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

Based in Dallas, Texas, Regal Jets, LLC, filed for bankruptcy on
February 25, 2009 (Bankr. D. Del. Case No. 09-10648).  Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP in
Wilmington, represents the Debtor.  When it filed for bankruptcy,
the Debtor reported $10 million to $50 million in assets, and $100
million to $500 million in debts.


RESORTS ATLANTIC: Column Financial Can Foreclose on Firm
--------------------------------------------------------
Wayne Parry at The Associated Press reports that New Jersey casino
regulators told Column Financial that it can start foreclosure
proceedings against Resorts Atlantic City.

The AP says that Paul O'Gara, Column Financial's lawyer, said that
his client could initiate foreclosure proceedings within a few
days.  Column Financial and Resorts Atlantic, The AP relates, said
that they hope to continue talks on an agreement to restart loan
payments.  The AP states that Resorts Atlantic's 2009 budget
doesn't include money for interest payments on the loan.

According to The AP, the state Casino Control Commission also
ruled that Column Financial and its loan servicers, Trimont Real
Estate Advisors, can't take control of Resorts Atlantic City until
the commission decides that they need a state casino license.  The
report states that the commission rejected Column Financial's
request to take control of Resorts Atlantic's bank accounts.  The
AP reports that Resorts Atlantic had argued that Column Financial
doesn't have a casino license.

The AP relates that the poor economy made Resorts Atlantic default
on its bank loan payments in November.  Nicholas Ribis, one of
Resorts Atlantic's co-owners, said that the company wants to avoid
Chapter 11 bankruptcy protection, The AP says.  The report quoted
Mr. Ribis as saying, "Nine months ago we started to see a very,
very bad slide in business in New Jersey.  That accelerated in the
fourth quarter.  Our intent has been to try to find a way through
this.  We don't want a bankruptcy where the lifeblood of your
company is sucked out by administrators, fees and lawyers.  We've
tried hard to reach a resolution that makes sense for everybody."

A foreclosure lawsuit wouldn't change anything at the casino, The
AP states, citing Mr. Ribis.  The lawsuit would be filed in state
Superior Court, according to the report.

Resorts Atlantic, The AP relates, agreed to put $15 million in a
reserve account to make sure it has sufficient cash on hand to run
its daily operations.

Las Vegas-based Resorts Atlantic City was opened in May 1978.
The casino has been operating under a state-appointed conservator
since December 2007, when the casino commission stripped its
former owners of their casino license.


ROBBINS BROS: Can Access Cash Collateral on Interim Basis
---------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized Robbins Bros. Corporation to
access, on an interim basis, cash collateral securing repayment of
secured loans to its prepetition lenders until May 3, 2009.

The Debtor has named Wells Fargo Bank National Association,
Paradox Syndication LLC, and Western Presidio Capital IV LP and
WPC Entrepreneur Fund II LP who have interest in the cash
collateral.  Each entity is a party to a certain loan agreement
dated Jan. 19, 2007, with the Debtor.

Proceeds of the cash collateral will be used to provide funding on
the Debtor's operations pending the consummation of the sale of
substantially all of its assets including the payment of its
employees, professional fees and expenses.  The Debtor said it
will not make expenditures of cash collateral more than 15%.

The secured lenders will be granted replacement liens in all of
the Debtor's postpetition assets as adequate protection.

A hearing is set for March 25, 2009, at 11:00 a.m., at 824 North
Market Street, 6th floor, Courtroom No. 2 in Wilmington, Delaware,
to consider final approval of the request.  Objections, if any,
are due March 19, 2009.

A full-text copy of the Debtor's cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?3a23

Headquartered in Azusa, California, Robbins Bros. Corporation aka
William Pitt Inc. -- http://www.robbinsbros.com-- sells
Jewelries.  The company filed for Chapter 11 protection on March
3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal, Esq.,
at Pachulski, Stang, Ziehl Young & Jones, represents the Debtor in
its restructuring efforts.  Omni Management Group LLC will serve
as the Debtor's claims, noticing and balloting agent; Deloitte
Financial Advisory Services LLP, bankruptcy reporting advisor;
William Blair & Company, L.L.C., investment banker; and Deloitte
Tax LLP, tax advisor.  When the Debtor filed for protection from
their creditors, it listed assets and debts between $50 million
and $100 million each.


ROBBINS BROS: Organizational Meeting to Form Panel on March 12
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 12, 2009, at 1:00
p.m. in the bankruptcy case of Robbins Bros. Corporation.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, in Wilmington, Delaware.

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

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

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

                        About Robbins Bros.

Based in Azusa, California, Robbins Bros. Corporation, aka William
Pitt, Inc. or William Pitt, LLC -- http://www.robbinsbros.com/--
sells jewelries.  Robbins Bros. filed for Chapter 11 bankruptcy
protection on March 3, 2009 (Bankr. D. Del. Case No. 09-10708).
Judge Peter J. Walsh presides over the case.  Bruce Grohsgal,
Esq., at Pachulski, Stang, Ziehl Young & Jones in Wilmington,
serves as bankruptcy counsel.  Omni Management Group LLC, serves
as the Debtor's claims and noticing agent.  Deloitte Financial
Advisory Services LLP serves as the Debtor's bankruptcy reporting
advisors.  William Blair & Company, L.L.C. acts as the Debtor's
investment bankers.  Deloitte Tax LLP serves as the Debtor's tax
advisers.  The Debtor disclosed $50 million to $100 million in
both assets and debts when it filed for bankruptcy.


SEARS CANADA: DBRS Confirms Issuer Rating at 'BB'
-------------------------------------------------
Dominion Bond Rating Service discontinued Sears Canada Inc.'s
Revolving Term Facility (RTF) rating and confirmed the Company's
Issuer and Medium-Term Notes (MTN) ratings at BB and BBB,
respectively.

Sears Canada's secured, three-year, C$200 million RTF expired in
December 2008.  The RTF had been solely used to support the
Company's offshore merchandise purchasing program and has been
replaced by a US$120 million letter of credit facility.

When the Company's three-year RTF was established in 2005 as a
secured facility, Sears Canada's unsecured MTN noteholders were
also granted security in all assets of the Company and its
material subsidiaries on a pari passu basis to the RTF providers.
At that time, DBRS's ratings were amended to reflect the change in
status of the MTN, from an unsecured to secured basis and
thereafter the MTN were referred to as Secured Notes.  With non-
renewal of the RTF (which expired in December 2008), all security
interests have now been discharged and the MTN or Secured Notes
have reverted to their original unsecured structure, per the Trust
Indenture dated December 22, 1998.  The MTN are no longer governed
by financial covenants, however MTN noteholders still benefit from
a negative pledge and covenants limiting the sale of assets.

The confirmation of the remaining ratings is based on the view
that the above changes do not materially affect the overall credit
risk profile of the Company.  Although the MTN are now unsecured,
their priority position remains unchanged -- the majority of Sears
Canada indebtedness is now on an unsecured basis with no major
secured creditor ahead of the MTN noteholders.  Sears Canada's
total debt at January 31, 2009, was C$364.6 million, consisting
mostly of MTN ($300 million maturing in 2010), with the remainder
made up of joint venture debt and capital leases.

Secondly, DBRS continues to believe that Sears Canada's creditors
can expect a full recovery on a going-concern basis.  DBRS's view
is based on its previously completed recovery analysis -- see DBRS
report dated September 19, 2008.  In DBRS' analysis, Sears
Canada's strong asset recovery value was estimated based on: 1)
the Company's brand and license values; 2) its real estate
portfolio; 3) its relatively low debt levels; and 4) its short
bond maturities (2010).  In addition, DBRS believes that the near-
term recovery would be enhanced by the Company's large cash
balances ($819.8 million at January 31, 2009 -- excluding
restricted amounts).  DBRS notes however, that in addition to the
elimination of financial covenants, negative covenants limiting
distributions are also no longer present.  While this increases
the risk of funds being redirected to majority shareholder Sears
Holdings Corporation (Sears Holdings), DBRS remains comfortable
that the recovery value excluding cash balances would still
provide sufficient coverage to support the RR1 rating (i.e. 90% -
100% recovery).

Lastly, Sears Canada continues to perform relatively well despite
the current economic environment and continued decline in
performance at majority shareholder Sears Holdings Corp.  For the
52 weeks ended January 31, 2009 Sears Canada reported operating
EBITDA (before unusual items) of C$517.0 million on sales of
C$5.733 billion, compared with operating EBITDA and sales of
C$521.6 million and C$5.845 billion respectively for the
comparable prior period.  Same store sales were down 1.6% compared
to last year on a comparable basis.  DBRS notes that Sears Canada
reported an 11.3% increase in EBITDA through Q3 F2009, however an
increasingly difficult retail environment in Q4 helped reverse
those gains for the full year.  While results were down slightly
for the year, Sears Canada's performance remains very acceptable
when considering the decline in consumer spending and overall
retail sector results.

In contrast, Sears Holdings Corporation's performance continues to
deteriorate.  For the year ended January 31, 2009, comparable
store sales declined 8% in 2008, resulting in full year revenues
declining to US$46.8 billion from US$50.7 billion in the prior
year.  Sears Holdings realized net income (excluding unusual
items) of US$215 million compared with US$806 million in the prior
year.

While Sears Canada's ratings continue to be driven by: 1) the
influence of struggling majority shareholder Sears Holdings on the
day-to-day decision-making and operation of Sears Canada (i.e.,
cost-cutting and reduced capital investment); and 2) the
possibility that Sears Holdings could remove significant cash flow
and/or capital from Sears Canada, there is not necessarily a
direct relationship between the ratings of the two companies.  At
this time DBRS continues to believe Sears Canada's BB Issuer
Rating adequately reflects the risk associated with Sears
Holdings.  However, DBRS will continue to monitor the declining
performance and management strategy at Sears Holdings for
potential impact on Sears Canada's ratings over the longer-term.

Rating actions:

   (1) Issuer: Sears Canada Inc.
       Issuer Rating
       Confirmed BB Stb --

   (2) Issuer: Sears Canada Inc.
       Medium-Term Notes
       Confirmed BBB Stb RR1

   (3) Issuer: Sears Canada Inc.
       Revolving Term Facility
       Disc.-Repaid Discontinued --


SECURITY BENEFIT: A.M. Best Cuts Ratings to Non-Investment Grade
----------------------------------------------------------------
A.M. Best Co. downgraded on February 27, 2009, the financial
strength rating to B (Fair) from B++ (Good) and issuer credit
ratings to "bb" from "bbb+" of Security Benefit Life Insurance
Company (SBL) (Topeka, KS) and its wholly owned subsidiary, First
Security Benefit Life Insurance and Annuity Company of New York
(FSBL) (White Plains, NY).

Concurrently, A.M. Best has downgraded the debt rating to "b+"
from "bbb-"on the existing surplus notes of SBL.  All ratings have
been removed from under review and assigned a negative outlook.
SBL and FSBL are operating insurance companies of Security Benefit
Corporation (SBC Group), an intermediate parent company that is
ultimately owned by Security Benefit Mutual Holding Company
(Topeka, KS).

These rating actions reflect A.M. Best's belief that SBC Group
will incur a material decline in its consolidated GAAP equity and
statutory capital and surplus funds due to continued deterioration
in the value of its collateralized debt obligations (CDO)
investments.  A.M. Best also notes very high levels of goodwill
and intangibles relative to its modest stockholders' equity,
declining GAAP and statutory financial results, significant
declines in its separate account business due to the U.S. equity
market turmoil and a high level of affiliated investments on SBL's
balance sheet and surplus notes backing its statutory capital and
surplus funds.

A.M. Best expects a higher level of realized investment losses for
2008, given that these CDOs represent exposure to subprime
residential mortgages and other structured credits.  SBC Group's
balance sheet contains a high level of goodwill and intangible
assets resulting from the 2008 acquisition of an asset management
company, Rydex Investments (Rydex).  A.M. Best expects a large
decline in the group's separate account business and the related
fee income from assets under management due to the continuing
equity market volatility in the United States.

On a statutory basis, SBL's capital and surplus funds also have
declined significantly in 2008 as a result of realized and
unrealized investment losses from its fixed income and stock
portfolios.  A.M. Best also notes that SBL's statutory capital and
surplus funds are supported by $150 million in surplus notes owed
to private investors and affiliated investments represent a
measurable portion of invested assets.

Partially offsetting rating factors include SBL's long established
presence in the 403(b) plan marketplace, an insignificant exposure
to commercial mortgages and commercial mortgage-backed securities,
generally stable fixed annuity liabilities with surrender
protection, strong third-party administration operation and a
large base of assets under management and administration.
Additionally, A.M. Best notes that SBC Group continues its efforts
to raise new capital to strengthen SBL's statutory surplus
position.

These debt ratings have been downgraded:

Security Benefit Life Insurance Company--

   -- to "b+" from "bbb-" on $50 million 8.75% surplus notes, due
      2016

   -- to "b+-" from "bbb-" on $100 million 7.45% surplus notes,
      due 2033


SENSATA TECHNOLOGIES: Moody's Downgrades Default Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
rating of Sensata Technologies B.V. to Caa3 from Caa2.  All other
existing ratings of the company have been affirmed, including the
Caa2 Corporate Family Rating.  The Speculative Grade Liquidity
rating remains SGL-3 and the outlook remains negative.

The downgrade of the company's PDR reflects Sensata's recent
announcement of the commencement of two separate Dutch auction
cash tender offers.  One auction is to purchase the maximum
aggregate principal amount of the company's 8% senior notes due
2014 for $40 million.  The second auction is to purchase the
maximum aggregate principal of the company's 9% senior
subordinated notes due 2016 and 11.25% senior subordinated notes
for $10 million.  In both instances, the cash tender offer is
substantially below par.  Moody's would view this exchange, as
proposed, to be a distressed exchange.  As a result, the downgrade
of the PDR reflects the increased likelihood of this event taking
place.  Moody's will classify this exchange as a limited default
and will likely change the PDR to Caa2/LD upon the closing of the
modified Dutch auction tender.

These ratings/assessments were affected by this action:

  -- Corporate family rating affirmed at Caa2;

  -- Probability of default rating lowered to Caa3 from Caa2;

  -- Senior secured credit facility affirmed at B3 (LGD2, 29%);

-- $450 million senior unsecured notes due 2014 affirmed at
   Caa3 (LGD5, 75%);

-- EUR141 million senior subordinate notes due 2014 affirmed at
   Ca (LGD6, 91%);

-- EUR245 million senior subordinate notes due 2016 affirmed at
   Ca (LGD6, 91%); and,

The company's speculative grade liquidity rating affirmed at SGL-
3.

The last rating action was on February 25, 2009 at which time
Moody's downgraded the Corporate Family Rating to Caa2.

Sensata Technologies B.V., incorporated under the laws of The
Netherlands and headquartered in Attleboro, Massachusetts, designs
and manufactures sensors and electronic controls.  Sensata is a
global designer, manufacturer, and marketer of customized and
highly-engineered sensors and control products.  Revenues for FY08
totaled about $1.4 billion.


SHERRITT INT'L: DBRS Cuts Debt Rating to BB (high)-Negative
-----------------------------------------------------------
Dominion Bond Rating Service downgraded Sherritt International
Corporation's Senior Unsecured Debt to BB (high) from BBB (low)
and placed the rating Under Review with Negative Implications
following the Company's February 25, 2009 announcement of
significantly deteriorating operating performance in its Metals
and Oil and Gas units in Q4 2008 and a large increase in the cost
estimate of its Ambatovy Project (Ambatovy).

The rating downgrade is the result of Sherritt's rising non-
Ambatovy-related debt in 2008 and poor results from the Company's
Metals and Oil and Gas operations, which have led to poorer credit
metrics and increased financial risk.  The Company has been placed
Under Review with Negative Implications in view of Sherritt's
limited access to credit and a poor business outlook for 2009.

In addition to facing the need to resolve funding for Ambatovy,
Sherritt is expected to come under additional financial strains in
2009.  If the Company is required to use its cash resources to
fund operating units that face steep declines in product prices,
or to meet funding requirements for Ambatovy, credit metrics can
be expected to deteriorate to a point that they may not support
the BB (high) rating, leading to further rating actions.

Sherritt (40% interest) and its Ambatovy partners Sumitomo
Corporation, Korea Resources Corporation and SNC-Lavalin Inc. (60%
interest) have announced an approximate 30% increase in the
capital cost estimate for the development of Ambatovy in
Madagascar to US$4.5 billion (100% basis), excluding any accrued
financing charges. The Company and its partners have a
US$2.1 billion project loan facility for Ambatovy in place, but
with the significant increase in estimated costs, this facility
will not be sufficient to complete the project.  Drawdowns on
project financing totaled US$1,070 million (100% basis) as at
December 31, 2008, and project construction is estimated to be 44%
complete.

Sherritt has unexpectedly indicated that it expects Ambatovy
construction to proceed as planned, rather than to slow down the
project to limit near-term funding needs.  During 2009, Sherritt
forecasts Ambatovy capital expenditures of US$1.8 billion (100%
basis), US$0.6 billion of which is expected to be funded by
project financing drawdowns.  Sherritt's share of the remaining
2009 expenditures (US$480 million) is only partially fundable from
its remaining partner loan facility (an estimated
US$173 million not drawn at year-end 2008), meaning that the
Company will have to provide approximately US$307 million in
funding from other sources or else its interest in the project
will be negatively impacted.

Sherritt has indicated that it is engaged in advanced discussions
with its partners on a mechanism to fund the remaining equity
component of the capital cost without jeopardizing Sherritt's
balance sheet strength and liquidity.  If a funding mechanism can
be agreed upon, it is likely to significantly reduce the cash flow
the Company can expect from Ambatovy.  If Sherritt utilizes its
cash resources and available non-project financing capacity to
fund its Ambatovy needs, the Company's financial flexibility would
be severely restricted at a time of difficult market conditions
for some of its operating units.

In addition, Sherritt reported deteriorating results from existing
operations, with a net loss of $290 million for 2008, including
$571 million of writedowns taken in the fourth quarter, compared
with earnings of $89 million in 2007.  EBITDA for 2008 was $581
million, down 23% from 2007.

For the fourth quarter of 2008, Sherritt lost $592 million,
largely driven by write downs.  Fourth-quarter EBITDA showed a
loss of $1.5 million and, before corporate and other costs of $3.2
million, was only $4.1 million, down from the $201 million per-
quarter average seen in the first three quarters of 2008.
Positive results in the Company's Coal and Power segments were
offset by losses in Metals and Oil and Gas, where commodity prices
dropped significantly.

Additionally, Sherritt lost approximately 26% of its Cuban oil
production when the Cuban government unexpectedly terminated Block
7 leases on Cuba's north coast held by Peberco Ltd. (Peberco) and
farmed into by Sherritt.  Although Sherritt has received
approximately US$60 million from Peberco as a result of the lease
termination, oil production from Cuba will decline in 2009.
Sherritt feels that the termination of the Peberco lease was the
result of a specific agreement between the Cuban state oil company
and Peberco, and that it will not affect leases directly held by
Sherritt and its subsidiaries.

With nickel, cobalt and oil prices currently well below fourth-
quarter 2008 levels and lower oil production, DBRS expects 2009
net cash contributions from its Cuba-related Metals and Oil and
Gas segments to be minimal.  Additionally, Sherritt has indicated
that the expansion program at its Power operations in Cuba will
continue, utilizing cash flow from that unit.  This will leave
Sherritt's Canadian Coal unit to cover corporate overhead,
financing and other costs in 2009.

Coal performed well in 2008, with EBITDA from Prairie Coal
Operations of $160 million and Mountain Coal Operations of
$37 million.  The EBITDA contribution from Prairie Operations is
expected to increase in 2009, as it was acquired only part way
through 2008.  Prices and volumes for coal from Prairie Operations
are expected to remain steady in 2009.  Contributions from
Mountain Operations are more volatile due to the nature of the
international markets they serve.  Coal Operations' 2009 capital
plan includes completing an activated carbon project at Prairie
Operations for approximately $27 million and re-opening a mine at
Mountain Operations, estimated to cost between $8 million and $10
million excluding equipment leases anticipated, in addition to
sustaining capital for both divisions.  DBRS expects that cash
from the Coal segment will be able to cover these capital costs,
as well as corporate overhead, financing and other costs in 2009,
providing some additional liquidity to the Company.  If Coal fails
to live up to expectations, or if other divisions need any cash
input, credit metrics will deteriorate, leading to a potential
downgrade.

Sherritt's cash-on-hand was $501 million and its liquid short-term
investments were $107 million at year-end 2008 and the Company has
indicated that it is in compliance with financial covenants.  The
Company has short-term revolving credit facilities that are
subject to renewal in 2009.  These facilities can provide up to
$200 million in borrowing capacity, depending on working capital
and other measures.  The main facility includes a covenant that
requires the Company's debt-to-EBITDA ratio to be less than 2.65:1
at the end of each quarter.  Current capacity of these facilities
is estimated at $160 million, and the Company has indicated that
$97 million was drawn in mid-February 2009.  These facilities
provide Sherritt with a significant portion of non-project-
specific borrowing capacity.  The expected reduction in 2009
EBITDA, as a result of declining commodity prices, may make the
renewal of these facilities more difficult or expensive, resulting
in reduced liquidity for the Company.

Resolution of the Under Review with Negative Implications status
of Sherritt's rating can be expected if the Company can
successfully arrange financing for Ambatovy that does not draw on
current liquidity resources; successfully renew or replace its
maturing short-tem credit facilities; and demonstrate sufficient
cash generation from operations to preserve existing financial
flexibility.


SLOVENE NATIONAL: A.M. Best Cuts Ratings to Non-Investment Grade
----------------------------------------------------------------
A.M. Best Co. downgraded on February 27, 2009, the financial
strength rating to B (Fair) from B+ (Good) and issuer credit
rating to "bb" from "bbb-" of Slovene National Benefit Society
(Slovene) (Imperial , PA).  The outlook has been revised to
negative from stable. Slovene, founded in 1904, is a fraternal
insurance society organized to foster and maintain Slovene
heritage and culture.

These rating actions are based on Slovene's material decline in
its unassigned funds, which resulted from realized investment
losses, other than temporary impairment (OTTI) charges and a
significant increase in unrealized investment losses in its fixed
income portfolio.  A.M. Best notes that the large amount of
unrealized losses could have a potential negative impact on
Slovene's capital and surplus position going forward.

Additionally, the ratings reflect Slovene's high level of exposure
to interest-sensitive fixed annuity liabilities and their impact
on the risk-adjusted capitalization as measured by Best's Capital
Adequacy Ratio.  In addition, a significant portion of the fixed
annuity reserves are without surrender charges and may be
vulnerable to disintermediation risk, which in turn could further
pressure Slovene's investment portfolio and surplus funds.

Partially offsetting these negative factors are Slovene's long-
established presence as a fraternal benefit society, its
continuing initiatives to improve marketing and product profile to
enhance its membership base and its consistently positive but
fluctuating and modest statutory operating results.


SLS INTERNATIONAL: Meeting to Form Creditors' Panel on March 17
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 17, 2009, at 10:00
a.m. in the bankruptcy case of SLS International Inc.  The meeting
will be held at J. Caleb Boggs Federal Building, 844 King Street,
Room 2112 in Wilmington, Delaware.

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

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

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

Based in Ozark, Missouri, SLS International, Inc. filed for
bankruptcy on March 3, 2009 (Bankr. D. Del. Case No. 09-10696).
Judge Kevin Gross presides over the case.  Frederick Brian Rosner,
Esq., at Messana Rosner & Stern, LLP, in Wilmington, serves as
bankruptcy counsel.  The Debtor disclosed $2,703,309 in total
assets, and $5,661,504 in total debts when it filed for
bankruptcy.


SLS INT'L: To Convert Reorganization Case to Liquidation
--------------------------------------------------------
SBJ reports that SLS International, Inc., is planning to file for
Chapter 7 liquidation.

Court documents say that SLS International filed a Chapter 11
bankruptcy petition in the U.S. Bankruptcy Court for the District
of Delaware on Tuesday.  SLS International relates that SLS
International wants to sell its assets in 60 days.  According to
court documents, SLS International will convert its reorganization
case to Chapter 7.

SBJ states that SLS International has $2.7 million in assets and
$5.7 million in estimated debts.  SLS International, court
documents say, has 100 to 199 creditors, including:

     -- Best Buy Co.,
     -- Sherwood America, and
     -- Top Loyal Electronics Co.

According to SBJ, SLS International's owner John Gott took the
company public in 2001 and grew it quickly, earning it a spot
among SBJ's Dynamic Dozen -- the area's 12 fastest-growing area
companies -- in 2006.  SBJ relates that Mr. Gott a failed to enter
the retail market, sending SLS International's stock tumbling
until it was delisted from the American Stock Exchange.

Ozark-based SLS International, Inc. -- http://www.sls-
international.com/ -- helps clients overcome cultural and
linguistic boundaries.  It offers one-stop, high quality
translation and localization services in all varieties of Spanish.

SLS International filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Delaware on March 3,
2009 (Bankr. D. Delaware Case No. 09-10696).  Frederick Brian
Rosner, Esq., at Messana Rosner & Stern, LLP, assists the company
in its restructuring effort.  The company listed $2,703,309.00 in
assets and $5,661,504.00 in debts.


SMART BALANCE: Moody's Gives Negative Outlook; Keeps 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Smart
Balance, Inc., to negative from stable.  The company's corporate
family and probability of default ratings were affirmed at B1.
Moody's lowered Smart Balance's first lien debt ratings to B1 from
Ba3, and its speculative grade liquidity rating to SGL-3 from SGL-
2.  The company's second lien debt rating was affirmed.

Ratings affirmed:

  -- Smart Balance, Inc.
  -- Corporate family rating at B1
  -- Probability of default rating at B1

GFA Brands, Inc.:

  -- $10 million (original $40 million) 2nd lien Term Loan
     maturing in November 2014 at B3 (LGD5, 88%)

Rating lowered

Smart Balance, Inc.

  -- Speculative grade rating to SGL-3 from SGL-2

GFA Brands, Inc.

  -- $20 million 1st lien revolving credit agreement expiring in
     May 2013 to B1 (LGD3, 43%) from Ba3 (LGD3, 42%)

  -- $59.5 million (original $120 million) 1st lien Term Loan B
     maturing in May 2014 to B1 (LGD3, 43%) from Ba3 (LGD3, 42%)

The rating outlook was changed to negative, incorporating Moody's
concern that softening consumer demand will pressure profit
margins, precluding additional leverage improvements and will
likely result in modest covenant cushion at the end of 2009.
Concern about the extent of covenant cushion at the end of 2009
was the primary factor in the downgrade of the company's SGL
rating.

Smart Balance's SGL-3 rating reflects the expectation that the
company will generate relatively stable earnings and cash flow,
albeit at growth levels lower than in fiscal 2008.  Moody's
anticipates that free cash flow will be sufficient to fund working
capital and modest capital expenditures and scheduled debt
payments over the next 12 months.  Smart Balance maintains a $20
million revolving credit facility expiring in May 2013.  There
were no outstanding borrowings under the revolving credit as of
December 31, 2008.

The ratings on the company's senior secured first lien debt
instruments were lowered, due to the higher level of priority
payables in this growing company.

Moody's most recent rating action for Smart Balance on May 6, 2008
upgraded the company's long-term ratings, including its corporate
family and probability of default ratings to B1 from B3, assigned
a stable outlook and affirmed the speculative grade liquidity
rating of SGL-2; these actions followed two capital transactions
that significantly reduced debt.

Headquartered in Paramus, New Jersey, Smart Balance, Inc. is a
marketer of margarine and several other packaged food products
sold within the functional food category under the Smart Balance
and Earth Balance brands.  The company's products are designed to
provide specific dietary characteristics and benefits to
consumers.  Revenues for fiscal year 2008 exceeded $221 million.


SMITTY'S BUILDING: March 31 Deadline to File Proofs of Claim Set
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
established March 31, 2009, at 5:00 p.m. EST as the last day for
each person or entity to file a proof of claim against Smitty's
Building Supply, Inc. and its debtor-affiliates.  Governmental
units have until July 6, 2009, at 5:00 p.m. to file proofs of
claim against any of the Debtors.

Proofs of claim must be filed so as to be received on or before
the applicable Bar Dates to:

     Smitty's Building Supply, Inc. Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5112
     New York, NY 1010-5112

     If by overnight or hand delivery:

     Smitty's Building Supply, Inc. Claims Processing Center
     c/o Epiq Bankruptcy Solutions, LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Andrew J.
Currie, Esq., Lawrence A. Katz, Esq., Kristen Burgers, Esq., and
Abby W. Clifton, Esq., at Venable LLP, represent the Debtors in
their restructuring efforts.  Epiq Bankruptcy Solutions LLC serves
as the Debtors' claims agent.  The U.S. Trustee has appointed an
official committee of unsecured creditors in the case.
LeClairRyan, A Professional Corportion represents the Creditors
Committee as counsel.  When the company filed for protection from
their creditors, they listed assets and debts between $10 million
and $50 million each.


SMURFIT-STONE CONTAINER: Fitch Withdraws D Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has withdrawn all ratings for Smurfit-Stone
Container Corporation following the Jan. 26, 2009 downgrade of
SSCC's Issuer Default Rating to 'D' which coincided with the
company's voluntary petition for reorganization under Chapter 11
in the U.S. Bankruptcy Code.  The company's Canadian subsidiaries
similarly filed for reorganization under the Companies' Creditors
Arrangement Act.

Fitch has withdrawn SSCC's ratings:

  -- IDR 'D';
  -- Secured bank debt rated 'CCC/RR2';
  -- Senior unsecured debt rated 'C/RR6';
  -- Preferred stock rated 'C/RR6'.

SSCC is a North American producer in the corrugated box markets
with 14 paper mills and 122 corrugated container plants.


SPANSION INC: May Use Cash Collateral Until March 23
----------------------------------------------------
Spansion Technology Inc. was given temporary authorization by the
U.S. Bankruptcy Court for the District of Delaware to use as much
as $150 million cash until a final hearing March 23, a Bloomberg
report said.

According to Bloomberg's Bill Rochelle, the company told the judge
at the hearing on its bid to use lenders' cash collateral that it
should know within 30 days whether the business will be sold or
reorganized, with the noteholders becoming the new stockholders.

Spansion Inc.'s prepetition secured debt structure is comprised of
(1) a secured revolving credit facility, (2) Senior Secured
Floating Rate Notes Due 2013, and (3) a credit line with UBS Bank
USA.  As of February 22, 2009, there were $702 million in
principal and approximately $8 million in accrued interest
outstanding under these debt issuances.

Excluding trade debt, Spansion's prepetition unsecured debt
includes (1) 11.25% Senior Notes Due 2016, and (2) 2.25%
Exchangeable Senior Subordinated Debentures Due 2016.  As of
February 22, 2009, $457 million in principal and $18 million
in accrued interest were outstanding under these debt issuances.

The Senior Credit Facility and the FRNs are secured by liens on
substantially all of the Debtors' assets, including the Debtors'
"cash collateral" as that term is defined in Section 363 of the
Bankruptcy Code.  Thus, the Debtors do not have any unencumbered
cash with which to operate their businesses.

The Debtors have proposed that for the use of the cash collateral,
they will provide adequate protection to the "Secured Parties" to
secure the Prepetition Liens in connection with the Debtors' use
of Cash Collateral in which the Secured Parties have an interest,
and the diminution in the value of the Secured Parties' interest
in the Collateral.

                          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 Inc. and four affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-
10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


SPANSION INC: Organizational Meeting to Form Panel on March 12
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 12, 2009, at 11:00
a.m. in the bankruptcy cases of Spansion Inc. and its affiliates.
The meeting will be held at The DoubleTree Hotel, 700 King Street,
Salon C, in Wilmington, Delaware.

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

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

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

                          About 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 Inc. and four affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del., Lead Case No. 09-
10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


SPANSION INC: To Know Bankruptcy Exit Plan in 30 Days
-----------------------------------------------------
Spansion Inc. should know in about 30 days whether it will sell
itself, or attempt to reorganize on its own and leave court
protection, a company lawyer said.

According to Bloomberg news, attorney Gregory O. Lunt told U.S.
Bankruptcy Judge Kevin Carey at a hearing in Wilmington,
Delaware, that the company is talking to potential buyers at the
same time that it's preparing to reorganize by cutting debt and
added, "Right now we are exploring both options.  The company is
also talking to noteholders about various reorganization
possibilities, including swapping debt they are owed for equity in
the company".

Noteholder attorney Robert Stark told Carey his clients have been
talking to the company for several weeks.

                          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 Inc. and four affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del., Lead Case No. 09-
10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


STANFORD INT'L: SEC Sued By Investors for Freezing Accounts
-----------------------------------------------------------
Stanford Group Co.'s court-appointed receiver and federal
regulators were accused in a lawsuit of violating investors'
rights under the U.S. Constitution by freezing their accounts
without charging them with wrongdoing, Laurel Brubaker Calkins of
Bloomberg reports.

The report relates that the SEC sued Robert Allen Stanford, two
associates and three affiliated companies on Feb. 17, accusing
them of orchestrating an $8 billion fraud through the sale of
certificates of deposit by Antigua-based Stanford International
Bank.  U.S. District Judge David Godbey in Dallas froze all of
Stanford's personal and corporate assets and named the Dallas
receiver for companies controlled by Texas financier R. Allen
Stanford, Ralph Janvey, as receiver.

Clients of Stanford have filed a complaint against the SEC and Mr.
Janvey before the federal court in Houston in order to gain access
to the frozen funds.  The 21 plaintiffs include a Texas cotton
farmer, the head of a greyhound adoption agency and a Houston
oilfield services entrepreneur who claim they can't pay bills or
operate businesses without access to the frozen funds.

Houston attorney Michael Stanley, who filed the complaint, as
cited by Bloomberg, said in an interview, "This was an unlawful
taking of the Stanford clients' assets and they are being severely
damaged.  Even if the government gave their accounts back
tomorrow, they'd be worth less than what they were when the
government seized them".

According to Bloomberg, hundreds of investors have filed motions
asking Judge Godbey to release at least some investors' funds.
According to the report, at a hearing in Dallas federal court on
March 2, Mr. Janvey told Judge Godbey he is working on a plan to
release Stanford mutual-fund accounts and investment accounts
valued at less than $100,000, with some exceptions, as early as
March 16.

"Saying they'll get their money back in two weeks isn't soon
enough, and we're not sure he's going to give their accounts back
then. Seed needs to be planted, dogs need to be fed and employees
need to be paid right now," Attorney Stanley stressed.

Mr. Janvey cautioned Judge Godbey that he may recover only a
fraction of Stanford's stated $8 billion in assets, said
Bloomberg.  Mr. Janvey, as cited by the report, told Judge Godbey,
"It could be in the hundreds of millions of dollars, not billions.
The Stanford companies face liquidity problems and are in 'dire'
financial condition."  He added that a significant percentage of
Stanford clients may have invested in fraudulent products and
schemes, which could delay the release of funds deemed tainted by
investigators.

A constitutional law professor at the University of Houston Law
Center, Leslie Griffin, said, "The investors are using an untested
legal theory in an attempt to unlock their funds or recover
damages.  It is a novel theory, and it may just be too early to
bring a constitutional takings claim. When it gets to how the
money gets divided and whether it goes here or there, then they
may have a claim.''

Bloomberg's Ms. Calkins also reported that Bob Lawless, business
law professor at University of Illinois College of Law, said, "The
receiver isn't the one who made the investors lose money.  That's
like blaming the hospital for an illness.  The investors blaming
the court for Stanford's insolvency is misplaced frustration."

            Receiver to Release $250,000 Accounts

The Stanford Group Co. receiver will begin releasing frozen
investor accounts containing less than $250,000, so long as they
aren't linked to an $8 billion fraud investigation, according to
court papers.

Bloomberg's Laurel Brubaker Calkins relates that Ralph Janvey,
court-appointed receiver for companies controlled by Texas
financier R. Allen Stanford, filed a request with a Dallas judge
to begin releasing roughly 12,000 frozen accounts worth about $500
million as early as March 9. U.S. District Judge David Godbey
froze all of Stanford's corporate and personal assets and
appointed Mr. Janvey, a Dallas lawyer, as receiver for the
companies.

Mr. Janvey said he has been working with "clearing agents, brokers
and other interested parties, including but not limited to
Pershing," to determine the best way to let customers transfer
their accounts to other institutions. Mr. Janvey, as cited by
Bloomberg, said by March 9 he will post on his Web site,
www.stanfordfinancialreceivership.com, on "specific steps
customers with released accounts must follow to transfer their
accounts to other brokers and thereby gain access to funds in
their accounts."

He specifically declined to release larger accounts or those in
four categories, including: accounts owned by Stanford
shareholders, directors and "certain employees"; accounts owned
for the benefit of Stanford companies; accounts containing
investment assets managed by Stanford companies; and accounts with
"secure unpaid balances owed by customers or non-purpose loans
made to customers."

According to the report, Mr. Janvey also stressed that additional
accounts linked by "social security number, address or other
similar indicators" to the accounts in the four categories that
are not being released would also remain frozen.


Based on his review of the Stanford entities' financial condition,
Mr. Janvey said he believes "that Stanford probably will not be
able to continue operating as a broker dealer.  Accordingly,
customers will not be able to gain access to their accounts
through Stanford."

                          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.

The U.S. Securities and Exchange Commission on Feb. 17, charged
Robert Allen Stanford and three of his companies for orchestrating
a fraudulent, multi-billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program. The SEC also
charged SIBL chief financial officer James Davis as well as Laura
Pendergest- Holt, chief investment officer of Stanford Financial
Group (SFG), in the enforcement action.


STAR TRIBUNE: Matrix Says Union Not Blocking Reorganization
-----------------------------------------------------------
R. Michael Fox -- the president of Matrix Associates, a
Minneapolis-based consulting firm that specializes in business
turnarounds and which represents pressmen at The Star Tribune --
said in court documents that the union is being wrongly portrayed
as a hindrance to the company's successful reorganization.

As reported by the Troubled Company Reporter on February 24, 2009,
The Star Tribune asked the U.S. Bankruptcy Court for the Southern
District of New York to cancel the labor contract for its 116-
member pressmen's union and impose a measure that would save the
newspaper about $3.5 million per year.  Financial consultant Paul
Huffard of Blackstone Advisory Services described The Star
Tribune's financial situation as dire.

The Star Tribune is seeking $20 million in annual savings from its
800 unionized workers and $10 million from its smaller nonunion
workforce as it tries to restructure $477 million in debt that
remains from a $530 million acquisition of the Star Tribune by
Avista Capital Partners two years ago, David Phelps at The Star
Tribune Company reports.

Mr. Phelps relates that Mr. Fox said that there is concern that
the $3.5 million in concessions that The Star Tribune's management
wants from Local 1M of the International Brotherhood of Teamsters,
which represents 116 pressroom employees, will only be the first
round of contract cuts.

Mr. Fox said in court documents, "To the best of our knowledge,
the union [1M] is indeed negotiating but is wary with good reason.
There is a high probability that no matter what concessions the
union provides, the company will be back asking for more in short
order."

Mr. Fox, according to court documents, said that indebtedness of
The Star Tribune's owner is blocking the company's reorganization
and that the company has spent unspecified but large amounts of
corporate funds on legal fees and outside advisers.  Citing Mr.
Fox, Mr. Phelps relates that the company hasn't provided enough
financial information for Matrix to analyze the company's business
prospects coming out of bankruptcy.

Mr. Phelps states that Mr. Fox questioned the sufficiency of
financing for The Star Tribune's self-funded health insurance plan
and whether work-rule changes in the manning levels of the
newspaper's presses would make the workplace more dangerous.

The Star Tribune spokesperson Ben Taylor said that the company
will be responding to the employees' filings this week, according
to Mr. Phelps.  The court will hold a hearing on a variety of
bankruptcy-related matters on Wednesday, Mr. Phelps says.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STONE ENERGY: S&P Changes Outlook to Negative; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
independent exploration and production firm Stone Energy Corp. to
negative from stable and affirmed its 'B' corporate credit rating
on the company.

"The outlook revision reflects our expectation that the company's
borrowing base on its $700 million revolving credit facility could
be re-determined at a lower bank lending price deck," said
Standard & Poor's credit analyst Kenneth Cox.  "This could cause
liquidity to tighten at Stone."  The revolving credit facility
currently has a $625 million borrowing base, and as of Dec. 31,
2008, approximately $154 million was available.

"The ratings on Stone reflect expectations of weak commodity
prices, a small reserve base that is highly concentrated in the
mature U.S. Gulf of Mexico shelf region, and a short reserve
life," added Mr. Cox.

As of Dec. 31, 2008, Lafayette, La.-based Stone had $825 million
in long-term debt, or $993.8 million when fully adjusted for
operating leases and asset retirement obligations.

The outlook is negative. Stone's borrowing base will be re-
determined on May 1, 2009.  Although the amount of the revision of
the borrowing base has not been specified, any reduction in the
company's liquidity could pressure the ratings unless the
outstanding amount under the revolver can be reduced.  Further
pressuring the rating is S&P's view that depressed commodity
prices in 2009 will hurt cash flow during the year, impairing
Stone's ability to significantly improve liquidity and reduce
debt.

S&P could lower the rating if liquidity tightens considerably, or
if excessive capital spending in a protracted low commodity price
environment adversely affects Stone's cash flows in 2009.  In
addition, S&P could lower ratings if weaker-than-expected
production and elevated cost structure trends persist.

Given S&P's view of the company's business risk profile, S&P does
not expect to carry out any positive ratings actions for the
remainder of 2009.  Some factors supporting this view include the
company's relatively small scale of operations, its current high
geographic concentration in the U.S. Gulf of Mexico shelf region,
its short reserve life, and the weakened industry outlook given
the expectation of lower commodity prices in 2009.


SUNWEST MANAGEMENT: May File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Michael Rose at Statesman Journal reports that Sunwest Management
Inc. might file for Chapter 11 bankruptcy protection.

Court documents say that the latest proposal to retain money for
bankrupt founder Jon Harder's creditors and rescue Sunwest
Management calls for the company to file a Chapter 11 bankruptcy
petition.  Statesman Journal relates that a court must approve the
proposal, which was drafted by Mr. Harder's attorneys, the
unsecured creditors committee, Sunwest Management officials, and
others.  According to Statesman Journal, the proposal under
consideration would place Mr. Harder's estate and Sunwest
Management into jointly administered Chapter 11 bankruptcy
proceedings. Statesman Journal says that a new management
committee representing creditors would review Sunwest Management's
operations.

Mr. Harder would form with Sunwest Management executives Darryl
Fisher and Wally Gutzler a new entity called Sunwest Restructuring
LLC, which would direct Sunwest Management's restructuring,
Statesman Journal states.

According to Statesman Journal, Mr. Fisher, Sunwest Management's
chief operating officer, might also file for bankruptcy and have
the proceeding rolled into the jointly administered Sunwest
Management bankruptcies.  "It is anticipated that Fisher will file
a Chapter 11 petition in the very near future," court documents
say.  Mr. Fisher was willing to do whatever is necessary to
restructure Sunwest Management and a personal Chapter 11 filing
for was a possibility, Statesman Journal relates, citing Sunwest
Management spokesperson Steven Stradley.  Statesman Journal states
that Mr. Stradley said that Sunwest Management will emerge from
its current crisis as a smaller but viable company.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


TELEPLUS WORLD: Files for Chapter 11 Bankruptcy in Florida
----------------------------------------------------------
Teleplus World Corp. filed a voluntary petition for relief under
Chapter 11 of the United States Code with the United States
Bankruptcy Court for the Southern District of Florida.  The
company intends to continue maintaining normal operations during
this period.

The company received on March 4, 2009, a notice of default from
the former shareholders of Teleplus Connect Corp., an Ontario
Canada corporation, in connection with and pursuant to the share
purchase agreement dated March 28, 2005, by and among the company,
Teleplus Connect and the vendors for failure to pay amounts due
to the vendors under the agreement, according to Marius Silvasan,
chief executive officer of the company.  The notice of default
and the filing of the Chapter 11 Petition constitute or may
constitute an even of default or otherwise trigger or may trigger
repayment and other obligations, rights and remedies under certain
instrument and agreements relating to direct financial obligations
of the company, Mr. Silvasan said.

As a result of such an event of default or triggering event, all
obligations under the debt documents by the terms of the debt
documents, became due and payable.  The company believes that any
efforts to enforce such payment obligations and other obligations,
rights and remedies against the company under the debt documents
are stayed as a result of the Chapter 11 filing, Mr. Silvasan
added.

The company owes the vendors the aggregate outstanding balance is
$1,740,000 Canadian dollars, or $1,498,391 USD, as of Feb. 28,
2009.

                       YA Global Investments

In addition, the company's convertible debenture dated July 3,
2007, in the original principal amount of $3,000,000 issued to YA
Global Investments, L.P. fka Cornell Capital Partners LP due
July 3, 2010, which has an outstanding balance of approximately
$1,807,616 as of Feb. 28, 2009.

The company's convertible debenture dated July 28, 2006, in the
original principal amount of $3,000,000 issued to YA Global due
July 28 2009, which has an outstanding balance of approximately
$3,778,356 as of Feb. 28, 2009.

The company's convertible debentures dated Dec. 12, 2005, in
the original principal amounts of $5,850,000 and $3,375,000,
respectively, issued to YA Global due Dec. 12, 2008, which have an
aggregate outstanding balance of approximately $8,400,617 as of
Feb. 28, 2009.

The aggregate outstanding balance owed to YA Global under the
debentures is $13,986,589, as of Feb. 28, 2009.  Other than its
obligation to YA Global, the company owes $2,000,000 to Salamon
Brothers in Lawrence, New York, and $1,498,391 to a lender group
consist Steve and Melanie Kerekes, Jim Oattes, Grace Debrabandere,
Jim and Monica Reddon, and Tome and Jane Davis.

When the company filed for protection from its creditors, it
listed $10,825,743 in total assets and $21,244,618 in total debts.

South Florida Business Journal reported on March 6, 2006, that
TelePlus World shares closed up one one-hundredth of a cent to
three one-hundredths of a cent.

Phillip M. Hudson III, Esq., of Arnstein & Lehr, represents the
company.

                       About Teleplus World

Headquartered in Miami-Lakes, Florida, Teleplus World Corp.
(OTCBB: TLPE) -- http://www.teleplusworld.com-- provides
telecommunications products and services including local lines,
long distance, toll free and high speed internet services to
customers in 53 distinct centrex serving areas.


TELEPLUS WORLD: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Teleplus World, Corp.
        4960 NW 165th Street, Unit B24
        Miami-Lakes, FL 33014

Bankruptcy Case No.: 09-13799

Type of Business: The Debtor provides telecommunications products
                  and services including local lines, long
                  distance, toll free and high speed internet
                  services to customers in 53 distinct centrex
                  serving areas.

                  See: http://www.teleplusworld.com/en/

Chapter 11 Petition Date: March 5, 2009

Court: Southern District of Florida (Miami)

Judge: Robert A Mark

Debtor's Counsel: Phillip M. Hudson, III, Esq.
                  pmhudson@arnstein.com
                  200 S. Biscayne Blvd., Suite 3600
                  Miami, FL 33131
                  Tel: (305) 374-3330
                  Fax: (305) 374-4744

The Debtor's financial condition as of February 28, 2009:

Total Assets: $10,825,743

Total Debts: $21,244,618

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
YA Global Investments LP                         $13,986,589
101 Hudson Street, Ste 3700
Jersey City, NJ 07320

Howard Salamon dba                               $2,000,000
Salamon Brothers
20 Margaret Avenue
Lawrence, NY 11559

Lender Group consist of                          $1,498,391
Steve and Melanie Kerekes,
Jim Oattes, Grace
Debrabandere, Jim and
Monica Reddon, and Tome and
Jane Davis

Visioneer Holdings Group Inc.                    $300,000

Brightpoint North America LP                     $64,670

Beinstock & Michael P.C.                         $59,343

PKF                                              $37,270

Sunera LLC                                       $35,236

Kirkpatrick Lockhart Preston Gates               $16,049
Ellis

Broadridge                                       $9,189

Gordon Chow Management Ltd.                      $9,000

Hakan Wretsell                                   $4,500

Nick Shamy                                       $3,700

Thompson Financial LLC                           $3,230

Young Conway Stargatt & Taylor                   $3,211

Michael Karpheden                                $2,250

UPS Supply Chain Solutions                       $57

The petition was signed by Marlus Silvasan, chief executive
officer and chairman.


TOUSA INC: Creditors Panel Seeks Standing to Sue Former Directors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of TOUSA Inc. asks the U.S. Bankruptcy Court for the
Southern District of Florida to grant it standing to pursue
certain claims and causes of action against certain members of the
board of directors of the direct and indirect wholly owned
subsidiaries of TOUSA, Inc., and Technical Olympic, S.A.

The Committee says it intends to file an action against the
directors of the Debtors' subsidiaries, including Konstantinos
Stengos, Antonio Mon, Tommy McAden, Andreas Stengos, George
Stengos, Larry Horner, William Hasler, Michael Poulos, Marianna
Stengou, Susan Parks, J. Bryan Whitworth, Paul Berkowitz, Candace
Corra, Russell Devendorf, Brian Konderik, Tom McAndrew, Dave
Schoenborn, Gordon Stewart, and Stephen Wagman.

Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida, relates that in
order to fund the acquisition of Transeatern Properties, Inc.,
TOUSA Homes LP and Falcone/Ritchie LLC created a series of
special purpose subsidiaries, which entered into three credit
agreements with a consortium of lenders to borrow up to
$675 million.  Subsequently, the Transeastern Lenders filed
lawsuits against the TOUSA Borrowers, alleging potential defaults
and events of default under the Transeastern Credit Agreements.
In order to resolve the litigation, the directors of the Debtor
subsidiaries agreed to enter into settlement in which the TOUSA
Borrowers are required to pay:

  -- $421,522,193 to The CIT Group/Business Credit for the
     benefit of the Transeastern Lenders, with a penalty of
     $140,000 per day for any late payments; and

  -- more than $49 million to the Falcone Entities in exchange
     for the takedown of certain properties.

The Transeastern Settlement, which closed on July 31, 2007,
released all claims by the Transeastern Lenders against the TOUSA
Borrowers.  In order to fund the settlement payments, TOUSA and
Homes LP borrowed $500 million in term loans from a consortium of
lenders led by Citicorp North Americas, Inc., as administrative
agent.

Ms. Redmond argues that the Debtor subsidiaries were not
obligated to the Transeastern Debt and were not parties to the
Prepetition Transeastern Litigation or the Transeastern
Settlement, but the Directors caused them to become co-borrowers
and guarantors under the New Debt by signing a consent obliging
the Debtor subsidiaries to become co-borrowers and guarantors.
She contends that the July 2007 Transaction damaged the Debtor
subsidiaries by:

  (i) diminishing their value through the incurrence of the
      secured New Debt in order to satisfy existing obligations
      of TOUSA and Homes LP; and

(ii) subordinating the interests of the Debtor subsidiaries'
      existing creditors in their assets to the New Lenders.

She asserts that the Directors have not deliberated about the
July 2007 Transaction even though the incurrence of the liability
was against the interests of the Debtor subsidiaries and their
creditors.  She argues that the Directors should have considered
the interests of the creditors of the Debtor subsidiaries given
the economic condition at that time and the financial situation
the Debtor subsidiaries were in, which were insolvent or nearing
insolvency during the July 2007 Transaction.  Moreover, she tells
the Court, the Committee believes it futile to demand the Debtors
to prosecute against the Directors since some of them are
currently serving as directors of the Debtors.

The Committee alleges claims against the Directors arising from
breach of their fiduciary duties by approving the July 2007
Transaction in bad faith, with gross negligence and recklessness,
and through intentional or willful misconduct by acting solely in
the interest of TOUSA's shareholders.  The Committee asserts
claims against Technical Olympic for aiding the breaches of
fiduciary duty committed by the Directors to make a final
unjustifiable effort to increase the value of its then valueless
equity interests in TOUSA.  According to the Committee, at the
time of the July 2007 Transaction, Technical Olympic owned a
majority of TOUSA's stock and controlled the TOUSA board of
directors.

Ms. Redmond asserts that the Committee is the appropriate party
to prosecute the Claims because its very purpose is to defend the
interest of the creditors of the Debtors' estates.  She avers
that the unsecured creditors have the paramount stake in the
outcome of the litigation relating to the Claims and that the
Committee is more likely to pursue the litigation than any other
party, given that the Debtors are still controlled by Technical
Olympic and some of the Directors.

More importantly, the Committee emphasizes that the potential
recovery from the Claims represents a substantial pool of assets
that may be used to satisfy the liabilities of the Debtors'
estates to unsecured creditors, including about $100 million in
directors and officers' insurance.  The Committee does not
believe that the expenses to be incurred relating to the
prosecution of the Claims will exceed the potential recovery from
the Debtors' estates.  Although litigation costs are a factor to
consider, the Committee must only tell the Court that the
prosecution of the Claims represents a sensible expenditure of
the estates' resources, Ms. Redmond avers.

A draft of the Committee complaint against the Directors is
available for free at:

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

The Committee also asks the Court for permission to file under
seal its Motion for Standing to Prosecute the Claims.  It has
filed a redacted version of the Motion for Standing documents on
the Court's public docket pursuant to the Stipulated Protective
Order to which the Committee and certain lenders of the Debtors
are party to.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Court Extends Exclusivity Periods to June 22
-------------------------------------------------------
The U. S. Bankruptcy Court for the Southern District of Florida
has extended the Exclusive Plan Filing Period of TOUSA Inc. and
its affiliates, through and including June 22, 2009, and the
Debtors' Exclusive Solicitation Period, through and including
August 22, 2009.

The Debtors previously told the Court that the extension of their
Exclusive Periods would ensure their continued progress toward a
viable Chapter 11 plan.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Files Lawsuit Against SunTrust & Homeowners
------------------------------------------------------
Tousa Homes, Inc., doing business as Engle Homes South Florida,
initiated before the U.S. Bankruptcy Court for the Southern
District of Florida separate adversary proceedings against
SunTrust Bank, as escrow agent, and these parties:

  1. Sandi I. and Edna Weber
  2. Brian C. and Deborah Lynn
  3. Lee S and Shelly R. Gorodetsky
  4. Hezi and Maria C. Borba

Under the individual Complaints, the Debtor seeks for the return
of certain property of its estate pursuant to Sections 541 and
542 of the Bankruptcy Code and Rule 7001 of the Federal Rules of
Bankruptcy Procedure.

The Webers and the Debtor entered into a contract, wherein the
Debtor was to sell and construct a residence for the Webers at
16076 Glencrest Avenue, Delray Beach, in Palm Beach County,
Florida for $422,390.  The Webers paid a $43,550 deposit for the
Residence and the Deposit was placed in an escrow account with
SunTrust. The Debtor completed construction of the Residence and
scheduled for its closing in April 2008.

The Lynns and the Debtor entered into a contract, wherein the
Debtor was to sell and construct a residence for the Lynns at
15604 Glencrest Avenue, Delray Beach, in Palm Beach County,
Florida for $797,600.  The Lynns paid a $79,800 deposit, which
was placed in an escrow account with SunTrust.  The Debtor
completed construction of the Residence and scheduled for its
closing in December 2006.

The Gorodetskys and the Debtor entered into a contract, wherein
the Debtor was to sell and construct a residence for the
Gorodetskys at 8774 NW 37th Place, Cooper City, in Broward
County, Florida, for $681,990.  The Gorodetskys paid a $69,989
deposit and the Deposit was placed in an escrow account with
SunTrust.  The Debtor completed construction of the Residence and
scheduled for its closing in September 2008.

The Borbas and the Debtor entered into a contract in which the
Debtor was to sell and construct of a residence for the Borbas at
3849 NW 88 Terrace, Cooper City, in Broward County, Florida, for
$876,490.  The Borbas paid a $87,650 deposit and the Deposit was
placed in an escrow account with SunTrust.  The Debtor completed
construction of the Residence and scheduled for its closing in
September 2008.

However, Tousa Homes notes that the Webers, the Lynns, the
Gorodetskys, and the Borbas failed to close on the Residences
constructed by the Debtor and refused to consummate purchase of
the Residences.

James P.S. Leshaw, Esq., at Greenberg Traurig, P.A., in West Palm
Beach, Florida, relates that under the Contracts, the Debtor is
entitled to retain the Deposits as liquidated damages upon the
Potential Purchasers' breach of the Contracts.  The Contracts
require the Potential Purchasers to purchase the Residences.
Thus, the Potential Purchasers' failure to close on the
Residences and failure to purchase the Residences constitute a
default under the Contracts, Mr. Leshaw asserts.  The Debtor has
suffered and continues to suffer damages as a result of the
Potential Purchasers' breach of the Contracts, he points out.

Pursuant to Section 541(a)(1) of the Bankruptcy Code, the
Deposits are a property of the Debtor's estate by virtue of the
Potential Purchasers' default under the Contracts.  The Debtor is
entitled to a declaratory judgment that the Deposits are property
of its estate under Section 541, Mr. Leshaw contends.  Moreover,
under Section 542(a), the Deposits are not of inconsequential
value or benefit to the Debtor's estate.  The Debtor thus asserts
that it is entitled to an order and judgment under Section 542
directing SunTrust, as escrow agent, to release and turnover the
Deposits to the Debtor.

Accordingly, the Debtor asks the Court to:

(a) declare that the Deposits are a property of its estate
     under Section 541;

(b) enter a judgment against the Potential Purchasers with
     respect to the Deposits, plus interest;

(c) direct SunTrust, as escrow agent, to release the escrowed
     Deposits, plus all accrued interest; and

(d) rule against the Potential Purchasers by awarding the
     Debtor of its attorney's fees and costs pursuant to Section
     501.01375 of the Revised Florida Statutes.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Gets Permission to Sell Partnership Stake to Lennar
--------------------------------------------------------------
TOUSA Inc. and its affiliates sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of Florida to
allow TOUSA Homes, Inc., and Newmark Homes, LP, Inc., to enter
into an agreement with Lennar Texas Holding Company and Lennar
Homes of Texas Land and Construction Ltd. to effectuate the sale
and transfer to the Lennar members of the TOUSA members'
partnership interests in Newmark/Lennar Central Texas, L.P.

In August 2006, pursuant to a limited partnership agreement,
TOUSA Homes, Newmark Homes, Lennar Texas, and Lennar Homes formed
the Newmark/Lennar Partnership for the acquisition and
development of real estate in Texas.  The Partnership completes
infrastructure and horizontal development in residential
communities and markets those finished lots to third parties.
The Partnership may sell lots to Newmark Homes and Lennar Homes,
as long as the non-purchaser parties of the Partnership agree to
the sales.  Neither Newmark Homes nor Lennar Homes has bought any
lots from the Partnership.

TOUSA Homes and Lennar Texas, as general partners, also agreed to
perform certain management services for the Partnership under an
Administrative Services Agreement in which they agreed to perform
certain management services for the Partnership as general
partners.  The Partnership has access to a $35 million revolving
loan from Colonial Bank, N.A, and the general partners are
required to repay the Revolver Loan.

The TOUSA Members, however, have failed to comply with certain
terms of the Revolver Loan, which constituted events of default.
Thus, Colonial Bank refused to permit further draws on the
Revolver Loan.  Accordingly, TOUSA, Inc. guaranteed performance
of the Partnership's completion obligations under the Revolver
Loan and assumed payment for all direct and indirect costs
incurred pursuant to a Completion and Repayment Agreement.  TOUSA
Inc. further agreed to pay, when due, half of the Partnership's
obligations to Colonial Bank in the event of any bankruptcy on
the part of the Partnership.  TOUSA Inc. and Lennar Corp. also
executed an Environmental Indemnity in favor of Colonial Bank.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, told the Court that although development of the initial
section of lots under the Newmark/Lennar Partnership is 90%
finished, the Debtors estimate that it would require further
investment of $100,000 to finalize that initial section for sale.
Given Colonial Bank's refusal of further financing, any financing
needs must be supplied by the TOUSA Members or the Lennar Members
as cash advances.  The Lennar Members have made or are to make
cash advances of $250,000 and $300,000 to the Partnership that
may be treated as loans under the Partnership Agreement.

The Debtors, however, have determined that a cash investment in
the Partnership is not prudent based on their analyses of the
prospects for the Partnership's real estate developments, current
market conditions, their current cash needs and business plan,
according to Mr. Singerman.  More importantly, he points out, the
Debtors are not in the position to fund future required capital
investments under the Partnership Agreement and the funding made
by Lennar Members are loans to the Partnership, which would have
to be repaid before recovery is available to the TOUSA Members on
account of their equity interests under the Partnership.

Against this backdrop, the Debtors have decided that the
Newmark/Lennar Partnership is no longer a valuable asset of their
estates.  Accordingly, the TOUSA Members agreed to sell their
interests in the Partnership to the Lennar Members.  The parties
subsequently reached an agreement with respect to the decision of
the TOUSA Members to sell interests.

The salient terms of the parties' Agreement are:

  (a) TOUSA Homes and Newmark Homes will sell their interests
      in the Partnership to Lennar Homes and Lennar Texas for
      $250,000.  At the closing, TOUSA Homes and Newmark Homes
      will execute assignments of the partnership interests to
      the Lennar Members through forms of conveyance.  The
      TOUSA Members and the Lennar Members have agreed to
      exchange mutual releases.

  (b) TOUSA, Inc., Lennar Corp. and Colonial will enter into a
      Loan Modification Agreement, which amends certain terms of
      the Revolver Loan, effective after the sale of the TOUSA
      Members' interests to the Lennar Members.  The parties
      also agree to exchange mutual releases under the
      Environmental Indemnity and Completion Agreement.

  (c) The TOUSA Members and the Lennar Members will amend the
      Partnership Agreement to reflect the TOUSA Members'
      withdrawal from the Partnership.  Moreover, the parties
      will amend a Certificate of Formation of the Partnership
      to reflect that TOUSA Homes is no longer a general partner
      under the Partnership and to reflect the name change of
      the Partnership to Lennar Central Texas, L.P.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TROPICANA ENTERTAINMENT: Plans Going to Creditors for Vote
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the separate disclosure statements filed by Tropicana
Entertainment LLC and 26 other debtors; and Tropicana Las Vegas
Holdings, LLC, and six debtor affiliates in relation to their
bankruptcy plans.

In that light, the LandCo Debtors (Tropicana Las Vegas, et al.)
and Opco Debtors (Tropicana Entertainment, et al.) may now begin
distributing ballots for their respective Chapter 11 plans.

Judge Kevin Carey has set this timeline for each of the OpCo and
LandCo Plans:

   -- March 10 as the record date for the purpose of determining
      claims that are entitled to receive solicitation packages.

   -- April 17, as the voting deadline for the Plan.

   -- April 20 as the deadline for filing objections to the Plan.

   -- April 27, 2009 at 10:00 a.m. as the first day of the
      confirmation hearing.

According to the LandCo Disclosure Statement, the LandCo Plan
provides for 0% to 12.3% recovery by unsecured creditors, the
cancellation of existing stock and zero recovery for stockholders.
Holders of the LandCo Credit Facility Claims will receive full
recovery for the first $358,000,000 to $378,000,000, but zero
recovery for a deficiency claim of $65 million to $85 million.
A copy of the LandCo Disclosure Statement, as first amended, is
available at http://researcharchives.com/t/s?3a25

For the OpCo Plan, unsecured claims totaling up to $330,200,000
will receive less than 1% recovery, and also the cancellation of
all equity interests.  Holders of the OpCo Credit Facility claims
aggregating $552 million to $707 million will receive full
recovery.  A copy of the Opco Disclosure Statement, as first
amended, is available at http://researcharchives.com/t/s?3a24

                   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)


U.S. MORTGAGE: Meeting to Form Creditors' Panel on March 11
-----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 11, 2009, at 2:00
p.m. in the bankruptcy case of U.S. Mortgage Corp. aka CU National
Mortgage.  The meeting will be held at the United States Trustee's
Office, One Newark Center, 14th Floor, Room 1401, in Newark, New
Jersey.

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

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

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


UNITED AIR: Bank Debt Sells at 50% Discount in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which UAL Corporation's
United Air Lines subsidiary is a borrower traded in the secondary
market at 50.15 cents-on-the-dollar during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.96 percentage points from the previous week, the Journal
relates.  The loan matures on February 13, 2013.  United pays 200
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B+ rating.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNITED AMERICA: A.M. Best Assigns BB+ Rating on Preferred Stock
---------------------------------------------------------------
A.M. Best Co. assigned on March 6, 2009, indicative debt ratings
of "bbb" to senior unsecured debt, "bbb-" to subordinated
securities and "bb+" to preferred stock, which may be issued under
United America Indemnity, Ltd.'s (UAI) (Georgetown, Cayman
Islands) [NASDAQ: INDM] recently filed shelf registration
statement.  Proceeds from securities issued under the shelf
registration statement will be used for general corporate
purposes.  The outlook assigned to these ratings is stable.  The
issuer credit rating of "bbb" of UAI is unchanged.

Despite UAI's disappointing fourth quarter 2008 earnings
announcement (including $84 million of goodwill impairments) and
sharp decline in its shareholders' equity in 2008, its financial
leverage ratios, as measured by its debt-to-equity and debt-to-
capital ratios of approximately 19.3% and 16.2%, respectively,
remain moderate and well within A.M. Best's established guidelines
for its current ratings.

The indicative credit ratings assigned anticipate that UAI will
continue to manage its financial leverage conservatively.
Furthermore, these indicative ratings also take into consideration
UAI's planned $100 million rights offering, which was announced on
March 4, 2009.  This rights offering is expected to be completed
by April 6, 2009, and will be fully back-stopped by Fox Paine &
Company, UAI's largest shareholder.  Any shares that are not
subscribed pursuant to this rights offering will be purchased by
Fox Paine & Company.  Proceeds will be used for strategic
initiatives, to enhance liquidity to provide financial flexibility
and for other corporate purposes.

As of year-end 2008, UAI maintained cash and cash equivalent
investments totaling approximately $292.6 million, which provides
adequate liquidity.  Interest coverage and cash flows also are in
line with expectations.  Once completed, the $100 million rights
offering should further enhance UAI's liquidity and overall
leverage ratios.


UNITED METHODIST: S&P Puts Stable Outlook on Bonds' BB+ Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
stable from negative on debt issued by New Jersey Economic
Development Authority for United Methodist Homes of New Jersey.
At the same time, Standard & Poor's affirmed its 'BB+' long-term
rating on the authority's $99.2 million series 1998, 1999, 2003,
and 2008A bonds issued for UMH.

The outlook revision largely reflects management's decision not to
proceed with a $40 million project to rebuild Francis Asbury
Manor.  The stable outlook is further supported by adequate
liquidity, which has held up despite the market downturn.

The 'BB+' rating reflects weak operating earnings for the entire
system coupled with some concern that soft year-to-date
occupancies and the opening of additional units at Bristol Glen
may further pressure year-to-date operations.  UMH also
demonstrates continued solid nonoperating earnings that drive good
excess margins and an adequate balance sheet characterized by
solid liquidity, although this strength is partly offset by
extremely high leverage.  In addition, UMH has geographic and
service line dispersion throughout the state of New Jersey.

"The stable outlook reflects our expectations that, without
additional debt and project risk associated with the replacement
of Francis Asbury Manor, UMH's financial profile should stabilize
at the current rating level," said Standard & Poor's credit
analyst Cynthia Keller Mcdonald.  "Slight operating losses are
acceptable at this rating level as long as UMH maintains healthy
liquidity balances, although continued reliance on nonoperating
revenue is a negative rating factor," said Ms. Keller Macdonald.

A lower rating or outlook change could be possible if the Francis
Asbury Manor project is resurrected or if operating losses
escalate in light of soft volumes.  A return to an investment-
grade rating is not likely in the absence of a longer record of
positive operations at the system level.

UMH owns or operates 10 long-term-care facilities throughout New
Jersey.  A pledge of gross revenues and mortgages on the obligated
group facilities secure the bonds.  UMH is not a party to any
swaps at this time.


US FOODSERVICE: Bank Debt Sells at 40% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which US Foodservice is
a borrower traded in the secondary market at 60.21 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.45 percentage points from
the previous week, the Journal relates.  The loan matures July 3,
2014.  US Foodservice pays 275 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's B2 rating and
Standard & Poor's N.R. rating.

Syndicated loans of other retailers also trade at substantial
discount in the secondary market during the week ended March 6,
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 at 61.50 cents-on-the-dollar, a
drop of 3.57 percentage points from the previous week.  The loan
matures on April 6, 2013.  Neiman Marcus pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded at 54.08 cents-on-the-dollar, a drop of
2.28 percentage points from the previous week.  The loan matures
on October 31, 2013.  Michaels Stores pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.

Blockbuster Inc. bank debt traded at 66.70 cents-on-the-dollar, a
drop of 2.50 percentage points from the previous week.  The loan
matures on August 20, 2011.  Blockbuster pays 375 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B rating.

Yankee Candle bank debt trades at 61.80 cents-on-the-dollar, an
increase of 1.63 percentage points from the previous week.  The
loan matures February 6, 2014.  Yankee Candle pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.

US Foodservice, headquartered in Rosemont, Illinois, is the United
States' second largest distributor of food and related products to
more than 250,000 customers, including restaurants, healthcare
facilities, hotels, schools and governmental facilities.  The
Company employs more than 26,000 associates and operates more than
60 distribution centers, offering more than 300,000 fresh, frozen,
dry and nonfood products from every major national brand and a
robust offering of its own exclusive brands.


VALASSIS COMMUNICATIONS: Bank Debt Sells at 28% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Valassis
Communications is a borrower traded in the secondary market at
72.33 cents-on-the-dollar during the week ended March 6, 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 March 2, 2014.  Valassis pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt 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.


VINCENT PITTS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Vincent Y. Pitts
        4911 Lake Court
        Country Club Hills, IL 60478

Bankruptcy Case No.: 09-06250

Chapter 11 Petition Date: February 26, 2009

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Debra J. Vorhies Levine
                  Law Offices of Debra V. Levine
                  53 W. Jackson Boulevard, Suite 909
                  Chicago, IL 60604
                  Tel: (312) 259-5970
                  Fax: (773) 244-0094
                  Email: debravlevine@yahoo.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/ilnb09-06250.pdf


VISTEON CORP: Slide Continues; Bank Debt Sells at 84% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 16.07 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.64 percentage points from
the previous week, the Journal relates.  The loan matures May 30,
2013.  Visteon pays 300 basis points above LIBOR to borrow under
the facility.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.

Syndicated loans of other auto parts suppliers also trade at
substantial discount in the secondary market during the week ended
March 6, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.

Dana Corp. bank debt traded in the secondary market at 28.71
cents-on-the-dollar, a drop of 1.71 percentage points from the
previous week.  The loan matures on January 31, 2015.  Dana Corp.
pays 375 basis points above LIBOR to borrow under the facility.
The bank debt carries Moody's B3 rating and Standard & Poor's B+
rating.

Lear Corp. bank debt traded in the secondary market at 31.17
cents-on-the-dollar, a drop of 3.40 percentage points from the
previous week.   The loan matures on March 29, 2012.  Lear Corp.
pays 250 basis points above LIBOR to borrow under the facility.
The bank debt is not rated.

Accuride Corp. bank debt traded at 62.00 cents-on-the-dollar, a
drop of 5.60 percentage points from the previous week.  The loan
matures on January 6, 2012.  Accuride pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's.  It carries a junk rating by Standard & Poor's.

                       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 by the Troubled Company Reporter on February 27, 2009,
Visteon, for fourth quarter 2008, posted a net loss of
$328 million on sales from continuing operations of $1.7 billion.
For fourth quarter 2007, Visteon reported a net loss of
$43 million on sales of $2.9 billion.  For the full year 2008,
Visteon reported a net loss of $663 million on sales of
$9.5 billion compared with a net loss of $372 million on sales of
$11.3 billion for full year 2007.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

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

The TCR, citing The Wall Street Journal, said in January that
Visteon has hired Kirkland & Ellis LLP as legal 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.


VPB LLC: Lender Sets March 20 Auction of Village Place
------------------------------------------------------
CF PB Lender, LLC, an Illinois limited liability company, as
secured party, disclosed in a legal notice dated February 27,
2009, that it will offer at a public auction sale on March 20,
2009, at 11:00 a.m. Eastern Daylight Time, the 100% membership
interest and other pledged collateral of VPB, LLC, in Village
Place Brookhaven, LLC.  The auction sale will be held at the
offices of McKenna Long & Aldridge, LLP, 303 Peachtree Street, NE,
Suite 5300, Atlanta, Georgia 30308.

The pledged collateral is pursuant to a Pledge and Security
Agreement from Debtor to Wrightwood Capital Lender LLC, the
original secured party, dated as of January 18, 2007, as assigned
to the secured party.

Based on information provided by the Debtor and Village Place
Brookhaven, it is its understanding of the secured party that
Village Place Brookhaven owns (in fee) and operates the mixed used
development of office, residental and retail condominium units
located at the NE corner of Dresden Drive and Caldwell Road,
DeKalb County, Atlanta, Georgia, commonly known as Village Place
Brookhaven.

The project is and, after the sale has been conducted, will
continue to be subject to mortgage liens totalling approximately
$17,424,837 as of Feb. 1, 2009.

As of February 1, 2009, the total amount of the indebtedness,
exclusive of attorneys' fees and costs, was approximately
$4,855,085.

At the auction sale, the membership interest will be offered as a
single asset and not in parts or as separate assets.  Sale shall
be on an "as is, where is" basis.

A bid deposit equaal to 10% of a successful bid will be required
to be paid by cashier's check or by wire transfer on the day of
the sale.  The balance of the purchase price will be due at
closing, which shall take place not later that 5 business days
after the sale.

For information concerning the sale, please contact:

     McKenna Long & Aldridge LLP
     303 Peachtree Street, NE
     Suite 5300
     Atlanta, Georgia 30308
     Tel: (404) 527-8411


W.R. GRACE: Failed to Disclose Asbestos in Libby, Says Witness
--------------------------------------------------------------
Bloomberg's Amy Linn and Bob Van Voris report that a key witness
in the criminal trial of W.R. Grace & Co. testified that no one
from the company disclosed that 21 acres of Libby, Montana, land
it sold her and her husband was contaminated with asbestos.

W.R. Grace and its former executives face charges of conspiring to
expose residents to the tainted vermiculite, and hiding the
dangers and obstructing a government cleanup.

Bloomberg relates that the witness, Lerah Parker, told jurors in a
trial in federal court in Missoula, Montana, about a conversation
with Alan Stringer, the former Grace mine manager in Libby.  In
the spring of 2000, after learning from news coverage and
government officials that asbestos-laced vermiculite on their
property was a serious health risk, Ms. Parker related calling Mr.
Stringer, a friend, and asked him to meet her for coffee.  "I
needed to know for sure if he knew," Ms. Parker told the court,
breaking into tears.  "I said, 'I want you to tell me honestly as
my friend: In selling us the property, did you know -- did you
know this was going to happen to us?' And Alan just looked at me,
put his cup of coffee down, and he left.  And I knew he'd been
lying to us all this time."

Ms. Parker and her husband, Mel, who also testified, have both
been diagnosed with asbestos-related lung disease.  Mr. Stringer,
one of seven former Grace Officials charged in the criminal case
in 2005, died in 2007 of non-asbestos-related cancer.

According to the source, the government alleges that "hundreds if
not thousands" of people are suffering asbestos-related illnesses
in Libby, where Grace mined and processed vermiculite ore from
1963 until it closed the mine in 1990.  The individual defendants
face the possibility of five years in prison if convicted of
conspiracy.  Two are charged with violating the Clean Air Act.
Grace, in bankruptcy since 2001, has promised to pay creditors and
people hurt by its asbestos products $3.9 billion under its
reorganization proposal.  If convicted, the company may be forced
to pay almost $1.3 billion in fines and restitution, government
lawyers told a bankruptcy court in Delaware.

Physician Alan Whitehouse, a pulmonologist who is an expert in
asbestos-related illness, testified about what he called an
"epidemic" of disease he's found among residents in the Libby
area. Since the 1990s, Dr. Whitehouse has been diagnosing lung
disease in and around Libby, a northwest Montana town of about
2,500 people, helping to pinpoint asbestosis and mesothelioma, a
rare and deadly cancer.

Dr. Whitehouse, as cited by the report, told the court, "Before
the 1980s, it would be a rare day when I saw even one case of
mesothelioma.  We're in an area where there's a lot of asbestos
exposure and the highest mesothelioma rate in the nation, and it's
simply due to the fact that there's so much asbestos floating
around".

Dr. Whitehouse added that he saw as many as 11 people with
mesothelioma in and around Libby who didn't either work in the
mine or live with a miner.  Judge Molloy granted a defense
objection to the statement and struck it from the record, the
report says.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WEST CORP: Bank Debt Sells at 30% Discount in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which West Corp. is a
borrower traded in the secondary market at 70.56 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.59 percentage points from
the previous week, the Journal relates.  West Corp. pays 237.5
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's BB- rating.

As reported by the Troubled Company Reporter on February 23, 2009,
the bank debt traded in the secondary market at 75.50 cents-on-
the-dollar during the week ended February 20, 2009, a drop of 1.96
percentage points from the previous week.

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West has a team of 41,000
employees based in North America, Europe and Asia.


WHITE MOUNTAINS: A.M. Best Affirms "bb" Preferred Stock Rating
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings (FSR) of
A- (Excellent) and issuer credit ratings (ICR) of "a-" of White
Mountains Reinsurance Company of America (White Mountains Re
America) (New York, NY) and White Mountains Re Bermuda Ltd. (White
Mountains Re Bermuda).  Both companies are subsidiaries of White
Mountains Re Group, Ltd. (White Mountains Re Group), a downstream
intermediate holding company of White Mountains Insurance Group,
Ltd. (White Mountains) [NYSE: WTM].

A.M. Best also has affirmed the ICR and senior debt ratings of
"bbb-" on $400 million 6.375% senior unsecured notes and the
preferred stock rating of "bb" on $250 million fixed/floating
perpetual non-cumulative preference shares of White Mountains Re
Group.  The outlook for all ratings is stable.  All companies are
domiciled in Hamilton, Bermuda, unless otherwise specified.

The rating affirmations reflect the importance of the companies to
White Mountains, the enhanced risk management strategy and
excellent level of risk-adjusted capitalization, offset by net
operating losses in 2008.  These operating losses predominately
resulted from significant net realized and unrealized capital
losses from investments, higher natural catastrophe losses and
charges that resulted from the strengthening of prior accident
years' loss reserves.

In 2008, White Mountains Re Group increased prior year loss
reserves by $80 million after a comprehensive review in the second
quarter.  The ratings also reflect the importance of the growth
and profitability of the automobile insurance business assumed
from one of White Mountains Re Group's affiliated companies.

White Mountains Re Bermuda was recapitalized by White Mountains Re
Group in 2007 to expand the group's global reinsurance operating
platform and build a stronger presence in the Bermuda reinsurance
marketplace.


WILDWOOD INDUSTRIES: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Wildwood Industries, Inc.
                903 Morrissey Drive
                Bloomington, IL 61701

Case Number: 09-70602

Type of Business: The Debtor provides paper mill services.

Involuntary Petition Date: March 5, 2009

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Petitioner's Counsel: Alex Darcy, Esq.
                      adarcy@askounisdarcy.com
                      Thomas V Askounis, Esq.
                      taskounis@askounisdarcy.com
                      Askounis & Darcy, PC
                      401 North Michigan Avenue, Suite 550
                      Chicago, IL 60611
                      Tel: (312) 784-2400
                      Fax: (312) 784-2410

                      --- and ---

                      Gabriel Reilly-Bates, Esq.
                      gbates@shefskylaw.com
                      Shefsky & Froelich
                      111 E. Wacker Avenue #2800
                      Chicago, IL 60611
                      Tel: (312) 836-4162
                      Fax: (312) 275-7638

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Lyon Financial Services, Inc.  breach of contract;  $1,489,277
dba US Bancorp Business        unsecured: $13,475
Equipment Finance Group
1310 Madrid road, Suite 100
Marshall, MN 56258

U.S. Bancorp Equipment         breach of contract;  $2,146,760
Finance, Inc. fka U.S.         unsecured: $13,475
Bancorp Leasing & Financial
13010 SW 68th Parkway
Portland, OR 97223

Velocity Financial Group       breach of contract;  $4,256,188
Inc., individually and         unsecured: $13,475
as attorney-in-fact for
Velocity Lease Funding LLC
10255 W. Higgins Road
Suite 630
Rosemont, IL 60018

First Premier Capital, LLC     breach of contract;  $7,383,230
5201 Eden Avenue, Suite 180    unsecured: $13,475
Edina, M 55436


YANKEE CANDLE: Bank Debt Halts Slide, Sells at 38% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Yankee Candle is a
borrower traded in the secondary market at 61.80 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.63 percentage points
from the previous week, the Journal relates.  The loan matures
February 6, 2014.  Yankee Candle pays 200 basis points above LIBOR
to borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.

As reported by the Troubled Company Reporter, the bank debt traded
in the secondary market at 54.70 cents-on-the-dollar during the
week ended January 16, 2009, an increase of 2.30 percentage points
from the previous week.

Syndicated loans of other retailers also trade at substantial
discount in the secondary market during the week ended March 6,
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 at 61.50 cents-on-the-dollar, a
drop of 3.57 percentage points from the previous week.  The loan
matures on April 6, 2013.  Neiman Marcus pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Participations in a syndicated loan under which Michaels Stores
Inc. is a borrower traded at 54.08 cents-on-the-dollar, a drop of
2.28 percentage points from the previous week.  The loan matures
on October 31, 2013.  Michaels Stores pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's B rating.

Blockbuster Inc. bank debt traded at 66.70 cents-on-the-dollar, a
drop of 2.50 percentage points from the previous week.  The loan
matures on August 20, 2011.  Blockbuster pays 375 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B1 rating and Standard & Poor's B rating.

US Foodservice bank debt traded at 60.21 cents-on-the-dollar, a
drop of 2.45 percentage points from the previous week.  The loan
matures July 3, 2014.  US Foodservice pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's N.R. rating.

Headquartered in South Deerfield, Massachusetts, Yankee Candle
Company designs, manufactures, and distributes premium scented
candles in the U.S.


* 2006 Law Hurts Online Gambling Sites
--------------------------------------
Kara Deniz at Ecommerce Journal reports that the law that the U.S.
Congress passed in 2006 that prevents banks and financial
institutions from letting their clients make deposits at online
gambling sites has made it difficult for most players.

According to Ecommerce Journal, the 2006 law made it illegal to
gamble online for individuals.  As it appeared to be difficult to
detect players of online gambling sites, it was decided to just go
after the companies and financial institutions that allow the
deposits, Ecommerce Journal states.

Since the law was implemented, online gambling sites have to use
other depositing methods like e-cash options and wire transfers,
Ecommerce Journal relates.

Ecommerce Journal says that many online casinos have become
bankrupt due to the ban.  According to the report, about 75% of
the companies' profits and incomes used to come from U.S. clients.

Ecommerce Journal states that under the current economic
conditions, the 2006 gambling law may have to be repealed so that
the government can start collecting taxes from online wagering
profits.  The Ecommerce Journal notes that there is a bill on the
House may reexamine the prohibition.


* A.M. Best Keeps Stable Outlook on U.S. Commercial Lines Market
----------------------------------------------------------------
A.M. Best Co. said on March 4, 2009, it has completed its
assessment of the U.S. commercial market and continues to view the
outlook as stable despite the ongoing soft period in the cycle, a
contracting economy and the existence of a financial market
crisis.

For commercial lines, most key indicators suggest rates will
continue to be soft and competitive well into 2009.  However, that
being said, continued turmoil in the financial markets together
with credit tightening and low investment yields has many
believing that the end of the soft market could be near. In 2009,
Best expects an overall slowing of rate decreases and a flattening
of rates for most lines of business.

For the vast majority of commercial lines insurers, investment
impairments and mark to market adjustments have been manageable,
as balance sheets remain relatively intact with capital levels
that remain appropriate for their ratings.  On the other hand,
earnings prospects for commercial lines insurers are likely to be
dimmed by slower growth and less business opportunities via lower
payrolls (unemployment / construction) and a decline in gross
receipts (slower economic growth).  Weaker investment earnings and
moderating cash flows are also likely to impact future earnings
prospects due to the decline in new money yields.

A.M. Best does not expect rating actions to move profoundly in one
direction, with the number of upgrades/positive outlooks and
downgrades/negative outlooks to be fairly balanced over the next
year.  A.M. Best believes the overall commercial lines segment
will continue to maintain adequate balance sheet strength,
profitability and liquidity in 2009.  Additionally, with a modest
semblance of stability, price levels continue to support
reasonable profitability.


* A.M. Best: 2009 Global Non-Life Reinsurance Outlook Is Stable
---------------------------------------------------------------
A.M. Best Co. is maintaining a stable outlook in 2009 for the
global reinsurance sector for the third consecutive year.  This
current outlook implies that the majority of 2009 reinsurer rating
actions are likely to be affirmations with only a modest number of
anticipated rating or outlook changes.

Factors that support this view are sound underlying operating
earnings generated over the most recent timeframe, assessment that
management teams have demonstrated underwriting discipline and our
view that the risk-adjusted capital adequacy of the segment is
currently adequate relative to existing ratings with sufficient
cushion to absorb a normal level of catastrophic activity.  On a
total return basis, 2008 margins were compressed largely as the
result of drastically rising credit spreads and severely depressed
asset valuations. From an underwriting perspective, despite one of
the worst catastrophe years on record, the majority of reinsurers
generated combined ratios below 100%, demonstrating strong
underwriting discipline.  Factors that could lead to an outlook
change from stable to negative for the segment include the
segment's ability to maintain current pricing discipline and to
manage aggregate exposures, as well as the potential for further
drains on capital should the negative investment trend continue or
worsen.

The playing field of underwriting opportunities perhaps has
shifted back to traditional reinsurance underwriting, given the
removal of capacity from the market as a result of the confluence
of a global capital market crisis and severe catastrophe losses.
Additionally, financial flexibility has been adversely affected by
a near-freeze in capital markets, which has led to an
exceptionally high cost of capital.  The issuance of insurance
linked securitizations has also declined.  Due to these factors,
A.M. Best expects that the demand for reinsurance should increase
in 2009, largely for capital relief purposes.  More than ever in
2009 the challenge will be for reinsurers to ensure that business
is written at acceptable rates and to write business that can be
supported by their respective balance sheets.

Enterprise Risk Management (ERM) was firmly tested in 2008 as a
combination of the worst global economic crisis of a lifetime
coupled with significant catastrophe losses severely tested the
enterprise-risk frameworks recently established by companies in
the reinsurance sector.

It is apparent that in large part natural catastrophe losses were
contained within probable maximum loss estimates, despite several
carriers increasing loss estimates for Hurricane Ike during the
fourth quarter.  Reinsurers did get a break from higher client
retentions and the fact that, absent the Ike and Gustav losses,
record catastrophe loss experience within the U.S. mostly
comprised a large number of smaller events that were contained at
the primary level.

The magnitude of investment losses was a surprise to many as
several reinsurance companies experienced a pronounced reduction
in capitalization.  Additionally, although the credit crunch began
at the onset of the subprime meltdown in August of 2007, it did
not prevent many reinsurers undertaking share buyback programs.
With the benefit of hindsight, it appears that some management
teams did not consider the opportunity cost of managing short-term
share price values relative to the turn in the market cycle that
accelerated in the latter part of 2008.  The over-arching issue
facing reinsurers is that the wells are dryer going into 2009, as
capital is not expected to flow into the industry in a meaningful
way, even if a considerable industry-wide catastrophe where to
occur.  This represents a different position compared with other
cycle inflection points, for example, following the World Trade
Center tragedy and Hurricane Katrina when new capital poured into
the segment.

The January 2009 renewal highlighted cedants' resistance to price
increases with meaningful rate hikes confined mostly to peak-zone
catastrophe risks.  It is expected that catastrophe-exposed
property risks will continue to experience pricing increases with
casualty accounts turning at a slower rate.  The renewals through
July 1 will likely be impacted by the changes to the Florida
Hurricane Catastrophe Fund, which should increase the demand for
reinsurance.  While there are expected to be underwriting
opportunities in 2009, reinsurers must be careful when deploying
capital due to constrained financial flexibility given the present
hurdles for carriers wishing to access capital markets at a
reasonable price.  However, for carriers that have successfully
managed capital and have strong ERM practices, operating results
for 2009 are expected to be favorable, providing opportunities to
replenish capital that was lost in 2008.


* Autopart Makers' Bank Debt Continues Slump in Secondary Market
----------------------------------------------------------------
Syndicated loans of auto parts suppliers trade at substantial
discount in the secondary market during the week ended March 6,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.

Participations in a syndicated loan under which Visteon Corp. is a
borrower traded in the secondary market at 16.07 cents-on-the-
dollar during the week ended March 6, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.64 percentage points from
the previous week, the Journal relates.  The loan matures May 30,
2013.  Visteon pays 300 basis points above LIBOR to borrow under
the facility.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.

Van Buren Township, Michigan-based Visteon posted a net loss of
$328 million on sales from continuing operations of $1.7 billion
for fourth quarter 2008.  For fourth quarter 2007, Visteon
reported a net loss of $43 million on sales of $2.9 billion.  For
the full year 2008, Visteon reported a net loss of $663 million on
sales of $9.5 billion compared with a net loss of $372 million on
sales of $11.3 billion for full year 2007.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

The TCR, citing The Wall Street Journal, said in January that
Visteon has hired Kirkland & Ellis LLP as legal 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.

Lear Corp. bank debt traded in the secondary market at 31.17
cents-on-the-dollar, a drop of 3.40 percentage points from the
previous week.   The loan matures on March 29, 2012.  Lear Corp.
pays 250 basis points above LIBOR to borrow under the facility.
The bank debt is not rated.

Based in Southfield, Michigan, Lear had roughly $1.6 billion in
cash and cash equivalents as of December 31, 2008, providing more
than adequate resources to satisfy ordinary course business
obligations, according to the Company.  Lear had $6.8 billion in
total assets, and $3.5 billion in reported debt as of
December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, 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.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear 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 November 13, 2008.

Dana Corp. bank debt traded at 28.71 cents-on-the-dollar, a drop
of 1.71 percentage points from the previous week.  The loan
matures on January 31, 2015.  Dana Corp. pays 375 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's B3 rating and Standard & Poor's B+ rating.

Based in Toledo, Ohio, Dana emerged from Chapter 11 bankruptcy in
January 2008.  In January 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 November 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.

Accuride bank debt traded at 62.00 cents-on-the-dollar during the
week ended March 6, 2009, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 5.60 percentage points from the previous
week, the Journal relates.  The loan matures on January 6, 2012.
Accuride pays 225 basis points above LIBOR to borrow under the
facility.  The bank debt is not rated by Moody's.  It carries a
junk rating by Standard & Poor's.

Accuride Corporation, headquartered in Evansville, Indiana, is a
diversified North American manufacturer and supplier of commercial
vehicle components.  Principal products include wheels, wheel-end
components and assemblies, truck body and chassis parts, and
seating assemblies.  Revenues in 2007 were approximately $1.0
billion.


* House Passes "Cram Down" Legislation for Troubled Homeowners
--------------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that the House has
approved a "cram down" legislation that would let troubled
homeowners ask bankruptcy judges for relief from mortgage debts.

WSJ relates that President Barack Obama has agreed with giving
judges new authority to modify mortgages, and other supporters of
the move say that the proposal to give courts cram-down authority
could spur mortgage servicers to move aggressively to help
borrowers to avoid having modified loans forced on them by a
judge.

According to WSJ, much of the financial-services industry is
against the proposal because it would create uncertainty in an
already troubled market and force them to raise the cost of
lending.  This convinced some Democrats to block an earlier
version of the bill, says the report.  The Democrats, according to
the report, argued that greater efforts were needed to maker sure
that homeowners make good-faith attempts to work with their
lenders, before going into bankruptcy.

WSJ notes that the revised mortgage legislation was approved on
Thursday.


* Retailers' Bank Debt Continues Slump in Secondary Market
----------------------------------------------------------
Syndicated loans of retailers trade at substantial discount in the
secondary market during the week ended March 6, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.

Participations in a syndicated loan under which Blockbuster Inc.
is a borrower traded in the secondary market at 66.70 cents-on-
the-dollar, a drop of 2.50 percentage points from the previous
week.  The loan matures on August 20, 2011.  Blockbuster pays 375
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's B rating.

Based in Dallas, Texas, Blockbuster last week clarified that it
has no intention of filing for bankruptcy.  The Company has hired
the law firm of Kirkland & Ellis LLP to advise it with respect to
its ongoing financing and capital raising initiatives.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

The TCR said on March 6, 2009, that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on Blockbuster on CreditWatch with negative implications.
This action reflects S&P's concern regarding the company's ability
to refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

Fitch meanwhile expects Blockbuster will be able to repay the
approximately $19 million outstanding on the term loan A and
possibly renew its bank facility, although the terms will likely
be more restrictive as Blockbuster is anticipated to report
positive EBITDA and free cash flow generation for fiscal 2008.  In
the event the refinancing is not successful and Blockbuster's
liquidity position is weakened, this will prompt Fitch to review
the ratings on the company.

Participations in a syndicated loan under which Neiman Marcus
Group Inc. is a borrower traded at 61.50 cents-on-the-dollar, a
drop of 3.57 percentage points from the previous week.  The loan
matures on April 6, 2013.  Neiman Marcus pays 175 basis points
above LIBOR to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB rating.

Michaels Stores Inc. bank debt traded at 54.08 cents-on-the-
dollar, a drop of 2.28 percentage points from the previous week.
The loan matures on October 31, 2013.  Michaels Stores pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B2 rating and Standard & Poor's B rating.

Yankee Candle bank debt trades at 61.80 cents-on-the-dollar, an
increase of 1.63 percentage points from the previous week.  The
loan matures February 6, 2014.  Yankee Candle pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.

US Foodservice bank debt trades at 60.21 cents-on-the-dollar, a
drop of 2.45 percentage points from the previous week.  The loan
matures July 3, 2014.  US Foodservice pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B2 rating and Standard & Poor's N.R. rating.

Early in February, Standard & Poor's Ratings Services placed its
ratings on six department store companies on CreditWatch with
negative implications:

   (1) Dillard's Inc.
       Corporate Credit Rating
       From B+/Watch Neg/--
       To B+/Stable/--

   (2) Macy's Inc.
       Corporate Credit Rating
       From BBB-/Watch Neg/A-3
       To BBB-/Negative/A-3

   (3) Neiman Marcus Group Inc.
       Corporate Credit Rating
       From B+/Watch Neg/--
       To B+/Negative/--

   (4) Nordstrom Inc.
       Corporate Credit Rating
       From A-/Watch Neg/A-2
       To A-/Negative/A-2

   (5) Penney (J.C.) Co. Inc.
       Corporate Credit Rating
       From BBB-/Watch Neg/--
       To BBB-/Negative/--

   (6) Sears Holdings Corp.
       Corporate Credit Rating
       From BB-/Watch Neg/--
       To BB-/Negative/--

S&P changed the outlook on three department store companies to
negative from stable.

   (1) Bon-Ton Stores Inc.
       Corporate Credit Rating
       From B-/Negative/--
       To B-/Stable/--

   (2) Kohl's Corp.
       Corporate Credit Rating
       From BBB+/Negative/--
       To BBB+/Stable/--

   (3) Saks Inc.
       Corporate Credit Rating
       From B/Negative/--
       To B/Stable/--

Bon-Ton Stores, Kohl's Corp., and Saks Inc. have negative
outlooks, but are not on CreditWatch because S&P does not believe
S&P will lower the ratings in the near term.

"The CreditWatch listings and negative outlooks reflect our
deepening concern about the impact of the U.S. recession on the
increasingly troubled department store sector," said Standard &
Poor's credit analyst Diane Shand, "which felt the full brunt of
the declining U.S. economy and weakening consumer confidence in
2008."  The recession is likely to worsen through the first half
of 2009 given weakening employment, the still-poor housing market,
and continuing turmoil in financial markets.

Standard & Poor's expects department store operators to plan
inventories, expenses, and store growth conservatively in 2009 in
an effort to protect margins. Nevertheless, most companies'
margins are likely to erode as a result of weak consumer demand,
lack of sales leverage, and promotional activity. Ms. Shand added,
"We expect declining profitability to hurt the credit profiles of
the rated department stores enough in some cases to result in
downgrades."

However, rating changes are not necessarily a foregone conclusion
as a result of these CreditWatch placements and negative outlooks.
CreditWatch listings should be resolved within 90 days.  S&P will
take into account management's strategies, financial policies, and
liquidity (including their ability to remain in compliance with
financial covenants).

S&P added the companies that are more highly leveraged for a
particular rating category are likely to have more downside
potential.  Steps taken by companies to forgo discretionary
capital spending and to reduce costs in an effort to preserve
balance-sheet strength should be viewed favorably.


* BOND PRICING -- For Week From March 2 - 6, 2009
-------------------------------------------------
  Company            Coupon      Maturity Bid Price
  -------            ------      -------- ---------
155 E TROPICANA        8.75%     4/1/2012     40.88
ABITIBI-CONS FIN       7.88%     8/1/2009     27.00
ACE CASH EXPRESS      10.25%    10/1/2014     14.38
AHERN RENTALS          9.25%    8/15/2013     32.25
ALABAMA POWER          5.50%    10/1/2042     70.00
ALERIS INTL INC        9.00%   12/15/2014      1.10
ALERIS INTL INC       10.00%   12/15/2016      1.00
ALION SCIENCE         10.25%     2/1/2015     20.00
ALLIED CAP CORP        6.00%     4/1/2012     14.25
ALLIED CAP CORP        6.63%    7/15/2011     20.82
AMD                    7.75%    11/1/2012     52.00
AMER AXLE & MFG        5.25%    2/11/2014     22.43
AMER AXLE & MFG        7.88%     3/1/2017     16.50
AMER CAP STRATEG       8.60%     8/1/2012     31.50
AMER GENL FIN          3.00%    7/15/2009     81.97
AMER GENL FIN          3.05%    6/15/2010     35.00
AMER GENL FIN          3.10%    3/15/2009     66.25
AMER GENL FIN          3.10%    6/15/2009     40.00
AMER GENL FIN          3.10%    7/15/2009     76.80
AMER GENL FIN          3.30%    7/15/2009     87.23
AMER GENL FIN          3.30%   11/15/2009     50.00
AMER GENL FIN          3.30%    6/15/2010     58.00
AMER GENL FIN          3.35%    5/15/2009     90.40
AMER GENL FIN          3.40%   10/15/2009     79.33
AMER GENL FIN          3.45%    4/15/2010     40.00
AMER GENL FIN          3.60%    4/15/2009     94.72
AMER GENL FIN          3.80%    4/15/2009     60.00
AMER GENL FIN          3.85%    9/15/2009     91.85
AMER GENL FIN          3.88%    10/1/2009     68.00
AMER GENL FIN          3.88%   10/15/2009     66.49
AMER GENL FIN          3.88%   11/15/2009     81.00
AMER GENL FIN          3.90%    9/15/2009     74.81
AMER GENL FIN          3.90%    4/15/2010     54.47
AMER GENL FIN          3.90%    4/15/2011     24.00
AMER GENL FIN          4.00%    6/15/2009     80.49
AMER GENL FIN          4.00%    8/15/2009     78.37
AMER GENL FIN          4.00%    9/15/2009     60.00
AMER GENL FIN          4.00%   11/15/2009     59.00
AMER GENL FIN          4.00%   11/15/2009     40.00
AMER GENL FIN          4.00%   11/15/2009     67.98
AMER GENL FIN          4.00%   12/15/2009     65.17
AMER GENL FIN          4.00%   12/15/2009     65.33
AMER GENL FIN          4.00%   12/15/2009     50.00
AMER GENL FIN          4.00%    3/15/2011     36.55
AMER GENL FIN          4.00%    4/15/2012     20.00
AMER GENL FIN          4.05%    5/15/2010     21.00
AMER GENL FIN          4.10%    1/15/2010     49.22
AMER GENL FIN          4.10%    5/15/2010     26.25
AMER GENL FIN          4.10%    1/15/2011     45.00
AMER GENL FIN          4.13%    1/15/2010     62.01
AMER GENL FIN          4.15%   11/15/2010     41.00
AMER GENL FIN          4.15%   12/15/2010     26.00
AMER GENL FIN          4.15%    1/15/2011     40.76
AMER GENL FIN          4.20%    8/15/2009     34.25
AMER GENL FIN          4.20%   10/15/2009     35.00
AMER GENL FIN          4.20%   11/15/2009     30.00
AMER GENL FIN          4.20%   10/15/2010     44.75
AMER GENL FIN          4.25%   11/15/2009     68.32
AMER GENL FIN          4.25%   10/15/2010     43.64
AMER GENL FIN          4.30%    3/15/2009     98.75
AMER GENL FIN          4.30%    5/15/2009     45.00
AMER GENL FIN          4.30%    6/15/2009     86.75
AMER GENL FIN          4.30%    9/15/2009     75.07
AMER GENL FIN          4.30%    6/15/2010     80.24
AMER GENL FIN          4.30%    7/15/2010     47.90
AMER GENL FIN          4.30%    9/15/2010     44.50
AMER GENL FIN          4.30%   10/15/2011     34.03
AMER GENL FIN          4.35%    6/15/2009     86.07
AMER GENL FIN          4.35%    6/15/2009     94.50
AMER GENL FIN          4.35%    9/15/2009     74.85
AMER GENL FIN          4.35%    3/15/2010     57.17
AMER GENL FIN          4.40%    5/15/2009     75.00
AMER GENL FIN          4.40%    7/15/2009     60.00
AMER GENL FIN          4.40%   12/15/2010     22.00
AMER GENL FIN          4.40%   12/15/2011     19.00
AMER GENL FIN          4.40%    4/15/2012     20.00
AMER GENL FIN          4.50%    7/15/2009     60.00
AMER GENL FIN          4.50%    9/15/2009     65.00
AMER GENL FIN          4.50%    3/15/2010     57.03
AMER GENL FIN          4.50%    8/15/2010     23.00
AMER GENL FIN          4.50%   11/15/2010     30.00
AMER GENL FIN          4.50%   11/15/2011     37.24
AMER GENL FIN          4.55%   10/15/2009     79.00
AMER GENL FIN          4.60%   11/15/2009     13.08
AMER GENL FIN          4.60%    8/15/2010     32.00
AMER GENL FIN          4.60%    9/15/2010     22.00
AMER GENL FIN          4.60%   10/15/2010     43.69
AMER GENL FIN          4.60%    1/15/2012     65.47
AMER GENL FIN          4.63%    5/15/2009     87.35
AMER GENL FIN          4.63%     9/1/2010     36.00
AMER GENL FIN          4.63%    3/15/2012     49.00
AMER GENL FIN          4.65%    8/15/2010     61.00
AMER GENL FIN          4.70%   12/15/2009     65.28
AMER GENL FIN          4.70%   10/15/2010     43.23
AMER GENL FIN          4.75%    3/15/2009     99.39
AMER GENL FIN          4.75%    6/15/2010     30.00
AMER GENL FIN          4.75%    8/15/2010     20.00
AMER GENL FIN          4.75%    5/15/2011     38.84
AMER GENL FIN          4.80%    8/15/2009     78.63
AMER GENL FIN          4.80%    9/15/2011     37.58
AMER GENL FIN          4.85%    3/15/2009     99.38
AMER GENL FIN          4.85%    3/15/2009     99.39
AMER GENL FIN          4.85%   10/15/2009     71.88
AMER GENL FIN          4.85%   12/15/2009     77.99
AMER GENL FIN          4.88%    5/15/2010     41.80
AMER GENL FIN          4.88%    6/15/2010     68.63
AMER GENL FIN          4.88%    7/15/2012     33.00
AMER GENL FIN          4.90%   12/15/2009     82.58
AMER GENL FIN          4.90%    3/15/2011     38.93
AMER GENL FIN          4.90%    3/15/2012     35.08
AMER GENL FIN          4.95%   11/15/2010     25.75
AMER GENL FIN          5.00%    9/15/2009     86.25
AMER GENL FIN          5.00%    1/15/2010     34.00
AMER GENL FIN          5.00%    6/15/2010     78.84
AMER GENL FIN          5.00%    9/15/2010     35.00
AMER GENL FIN          5.00%   10/15/2010     26.00
AMER GENL FIN          5.00%   11/15/2010     43.50
AMER GENL FIN          5.00%   12/15/2010     50.88
AMER GENL FIN          5.00%   12/15/2010     23.00
AMER GENL FIN          5.00%   12/15/2010     33.97
AMER GENL FIN          5.00%    1/15/2011     24.00
AMER GENL FIN          5.00%    1/15/2011     51.70
AMER GENL FIN          5.00%    3/15/2011     28.00
AMER GENL FIN          5.00%    6/15/2011     39.35
AMER GENL FIN          5.00%   10/15/2011     24.26
AMER GENL FIN          5.00%   12/15/2011     36.90
AMER GENL FIN          5.00%    3/15/2012     36.56
AMER GENL FIN          5.00%    8/15/2012     22.00
AMER GENL FIN          5.10%    6/15/2009     92.93
AMER GENL FIN          5.10%    9/15/2009     78.63
AMER GENL FIN          5.10%    9/15/2010     45.46
AMER GENL FIN          5.10%    3/15/2011     54.97
AMER GENL FIN          5.10%    1/15/2012     37.02
AMER GENL FIN          5.15%    6/15/2009     97.50
AMER GENL FIN          5.15%    9/15/2009     75.43
AMER GENL FIN          5.20%    6/15/2010     65.50
AMER GENL FIN          5.20%    9/15/2010     60.10
AMER GENL FIN          5.20%    5/15/2011     20.00
AMER GENL FIN          5.20%   12/15/2011     40.00
AMER GENL FIN          5.20%    5/15/2012     33.50
AMER GENL FIN          5.25%    6/15/2009     86.36
AMER GENL FIN          5.25%    6/15/2009     86.36
AMER GENL FIN          5.25%    7/15/2010     37.70
AMER GENL FIN          5.25%    4/15/2011     39.77
AMER GENL FIN          5.25%    6/15/2011     60.15
AMER GENL FIN          5.25%    9/15/2012     34.59
AMER GENL FIN          5.30%    6/15/2009     86.56
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          5.35%    8/15/2012     35.74
AMER GENL FIN          5.38%     9/1/2009     69.33
AMER GENL FIN          5.38%    10/1/2012     34.87
AMER GENL FIN          5.40%    6/15/2011     38.35
AMER GENL FIN          5.40%    6/15/2011     38.35
AMER GENL FIN          5.45%    9/15/2009     75.44
AMER GENL FIN          5.45%    6/15/2011     38.36
AMER GENL FIN          5.45%   10/15/2011     30.00
AMER GENL FIN          5.50%    6/15/2009     86.41
AMER GENL FIN          5.50%   12/15/2010     42.16
AMER GENL FIN          5.50%    4/15/2011     32.09
AMER GENL FIN          5.50%    6/15/2012     36.17
AMER GENL FIN          5.50%    7/15/2012     23.00
AMER GENL FIN          5.50%    8/15/2012     35.88
AMER GENL FIN          5.50%   12/15/2012     25.00
AMER GENL FIN          5.50%   12/15/2012     35.08
AMER GENL FIN          5.60%    6/15/2011     38.50
AMER GENL FIN          5.63%    8/17/2011     40.00
AMER GENL FIN          5.85%    9/15/2012     31.70
AMER GENL FIN          6.00%    7/15/2011     32.81
AMER GENL FIN          6.00%   10/15/2014     23.00
AMER GENL FIN          6.00%   11/15/2014      8.07
AMER GENL FIN          6.25%    7/15/2010     79.31
AMER GENL FIN          6.25%    7/15/2011     38.92
AMER GENL FIN          6.25%    7/15/2011     20.00
AMER GENL FIN          6.75%    7/15/2011     40.02
AMER GENL FIN          7.75%    9/15/2010     46.51
AMER GENL FIN          7.85%    8/15/2010     65.00
AMER GENL FIN          7.90%    9/15/2010     46.64
AMER GENL FIN          8.00%    8/15/2010     55.00
AMER GENL FIN          8.10%    9/15/2011     37.84
AMER GENL FIN          8.13%    8/15/2009     80.00
AMER GENL FIN          8.15%    8/15/2011     55.00
AMER GENL FIN          8.20%    9/15/2011     37.98
AMER GENL FIN          8.38%    8/15/2011     40.74
AMER GENL FIN          8.45%   10/15/2009     73.00
AMER GENL FIN          8.85%    9/15/2013     33.40
AMER GENL FIN          9.00%    9/15/2013     33.65
AMER INTL GROUP        6.25%    3/15/2037     10.00
AMER MEDIA OPER        8.88%    1/15/2011     30.00
AMER MEDIA OPER       10.25%     5/1/2009     35.00
AMERICREDIT CORP       0.75%    9/15/2011     37.75
AMES TRUE TEMPER      10.00%    7/15/2012     39.50
AMR CORP              10.13%    6/15/2011     47.75
AMR CORP              10.40%    3/15/2011     52.00
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
APPLETON PAPERS        9.75%    6/15/2014     18.00
ARCO CHEMICAL CO       9.80%     2/1/2020      7.50
ARCO CHEMICAL CO      10.25%    11/1/2010     10.00
ARVIN INDUSTRIES       7.13%    3/15/2009     96.50
ARVINMERITOR           8.13%    9/15/2015     22.00
ARVINMERITOR           8.75%     3/1/2012     22.00
ASARCO INC             7.88%    4/15/2013     23.50
ASBURY AUTO GRP        3.00%    9/15/2012     40.25
ASHTON WOODS USA       9.50%    10/1/2015     19.50
AT HOME CORP           0.52%   12/28/2018      0.06
ATHEROGENICS INC       1.50%     2/1/2012     11.00
AVENTINE RENEW        10.00%     4/1/2017     17.00
AVIS BUDGET CAR        7.63%    5/15/2014     19.00
AVIS BUDGET CAR        7.75%    5/15/2016     18.00
BANK NEW ENGLAND       9.88%    9/15/1999      5.38
BANK OF AMER CRP       7.80%    2/15/2010     97.05
BANKUNITED CAP         3.13%     3/1/2034      8.00
BARRINGTON BROAD      10.50%    8/15/2014     12.50
BEAZER HOMES USA       4.63%    6/15/2024     31.00
BEAZER HOMES USA       6.50%   11/15/2013     30.09
BEAZER HOMES USA       6.88%    7/15/2015     21.00
BEAZER HOMES USA       8.13%    6/15/2016     23.00
BEAZER HOMES USA       8.38%    4/15/2012     30.50
BEAZER HOMES USA       8.63%    5/15/2011     42.88
BELL MICROPRODUC       3.75%     3/5/2024     15.63
BELL MICROPRODUC       3.75%     3/5/2024     18.00
BLOCKBUSTER INC        9.00%     9/1/2012     41.50
BON-TON DEPT STR      10.25%    3/15/2014     12.75
BORDEN INC             7.88%    2/15/2023      3.50
BORDEN INC             8.38%    4/15/2016      2.00
BORDEN INC             9.20%    3/15/2021      6.00
BOWATER INC            6.50%    6/15/2013     13.50
BOWATER INC            9.00%     8/1/2009     25.50
BOWATER INC            9.38%   12/15/2021     19.75
BOWATER INC            9.50%   10/15/2012     10.50
BRODER BROS CO        11.25%   10/15/2010     19.25
BROOKSTONE CO         12.00%   10/15/2012     48.50
BUFFALO THUNDER        9.38%   12/15/2014      7.75
BURLINGTON COAT       11.13%    4/15/2014     24.00
CALLON PETROLEUM       9.75%    12/8/2010     45.00
CAPITALSOURCE          1.63%    3/15/2034     99.00
CAPMARK FINL GRP       7.38%    5/10/2012     17.13
CAPMARK FINL GRP       7.80%    5/10/2017     15.50
CARAUSTAR INDS         7.25%     5/1/2010     50.38
CARAUSTAR INDS         7.38%     6/1/2009     50.50
CCH I LLC              9.92%     4/1/2014      2.50
CCH I LLC             10.00%    5/15/2014      2.63
CCH I LLC             11.13%    1/15/2014      2.50
CCH I/CCH I CP        11.00%    10/1/2015      8.00
CCH I/CCH I CP        11.00%    10/1/2015      8.00
CELL GENESYS INC       3.13%    11/1/2011     40.00
CELL THERAPEUTIC       5.75%   12/15/2011     14.50
CENTRAL EUROPEAN       3.00%    3/15/2013     28.68
CHAMPION ENTERPR       7.63%    5/15/2009     91.00
CHAPARRAL ENERGY       8.50%    12/1/2015     26.00
CHAPARRAL ENERGY       8.88%     2/1/2017     26.00
CHARMING SHOPPES       1.13%     5/1/2014     16.50
CHARTER COMM HLD       9.63%   11/15/2009     62.25
CHARTER COMM HLD      10.00%    5/15/2011     12.98
CHARTER COMM HLD      11.13%    1/15/2011      5.06
CHARTER COMM HLD      11.75%    5/15/2011      2.00
CHARTER COMM INC       6.50%    10/1/2027      5.50
CHENIERE ENERGY        2.25%     8/1/2012     18.75
CIRCUS CIRCUS          7.63%    7/15/2013      5.00
CIT GROUP INC          3.38%     4/1/2009     95.99
CIT GROUP INC          4.13%    11/3/2009     79.00
CIT GROUP INC          5.05%   11/15/2010     58.32
CITADEL BROADCAS       4.00%    2/15/2011     30.00
CITIGROUP INC          6.20%    3/15/2009     99.50
CITIZENS REPUB         5.75%     2/1/2013     28.25
CLAIRE'S STORES        9.25%     6/1/2015     21.25
CLAIRE'S STORES       10.50%     6/1/2017     17.25
CLEAR CHANNEL          4.25%    5/15/2009     85.00
CLEAR CHANNEL          4.40%    5/15/2011     13.25
CLEAR CHANNEL          4.50%    1/15/2010     37.50
CLEAR CHANNEL          4.90%    5/15/2015     10.00
CLEAR CHANNEL          5.00%    3/15/2012     12.00
CLEAR CHANNEL          5.50%    9/15/2014      9.00
CLEAR CHANNEL          5.50%   12/15/2016     10.50
CLEAR CHANNEL          5.75%    1/15/2013     10.00
CLEAR CHANNEL          6.25%    3/15/2011     14.25
CLEAR CHANNEL          6.88%    6/15/2018      9.00
CLEAR CHANNEL          7.25%   10/15/2027      9.00
CLEAR CHANNEL          7.65%    9/15/2010     30.00
CLEAR CHANNEL         10.75%     8/1/2016     18.38
CMP SUSQUEHANNA        9.88%    5/15/2014      2.00
COEUR D'ALENE          1.25%    1/15/2024     47.50
COLONIAL BANK          8.00%    3/15/2009     97.25
COMMSC-CALL03/09       1.00%    3/15/2024     99.73
COMPUCREDIT            3.63%    5/30/2025     23.83
CONEXANT SYSTEMS       4.00%     3/1/2026     43.03
CONSTAR INTL          11.00%    12/1/2012      2.25
COOPER-STANDARD        7.00%   12/15/2012     12.00
COOPER-STANDARD        8.38%   12/15/2014     12.00
CREDENCE SYSTEM        3.50%    5/15/2010     29.25
DAYTON SUPERIOR       13.00%    6/15/2009     59.50
DECODE GENETICS        3.50%    4/15/2011      5.00
DECODE GENETICS        3.50%    4/15/2011      4.38
DELPHI CORP            6.50%    8/15/2013      2.50
DELPHI CORP            8.25%   10/15/2033      1.00
DEVELOPERS DIVER       3.50%    8/15/2011     44.25
DEX MEDIA INC          8.00%   11/15/2013      6.25
DEX MEDIA WEST         5.88%   11/15/2011     24.75
DEX MEDIA WEST         8.50%    8/15/2010     43.13
DEX MEDIA WEST         9.88%    8/15/2013     14.50
DOWNEY FINANCIAL       6.50%     7/1/2014      0.50
DOWNSTREAM DEVEL      15.50%    10/4/2016     32.38
DUANE READE INC        9.75%     8/1/2011     53.00
DUNE ENERGY INC       10.50%     6/1/2012     25.00
E*TRADE FINL           8.00%    6/15/2011     47.17
ENERGY PARTNERS        9.75%    4/15/2014     25.00
ENERGY XXI GULF       10.00%    6/15/2013     38.00
EOP OPERATING LP       4.25%    3/15/2009     99.05
EOP OPERATING LP       7.00%    7/15/2011     38.93
EPIX MEDICAL INC       3.00%    6/15/2024     32.50
EQUISTAR CHEMICA       7.55%    2/15/2026      7.00
EVERGREEN SOLAR        4.00%    7/15/2013     25.75
FELCOR LODGING         9.00%     6/1/2011     58.00
FERRO CORP             6.50%    8/15/2013     31.00
FGIC CORP              6.00%    1/15/2034      7.88
FIBERTOWER CORP        9.00%   11/15/2012     30.00
FINISAR CORP           2.50%   10/15/2010     52.38
FINLAY FINE JWLY       8.38%     6/1/2012      0.10
FIRST DATA CORP        4.50%    6/15/2010     55.00
FIRST DATA CORP        4.70%     8/1/2013     25.12
FIRST DATA CORP        4.85%    10/1/2014     25.00
FONTAINEBLEAU LA      11.00%    6/15/2015      5.25
FORD HOLDINGS          9.30%     3/1/2030     20.75
FORD HOLDINGS          9.38%     3/1/2020     24.69
FORD MOTOR CO          6.50%     8/1/2018     17.75
FORD MOTOR CO          7.70%    5/15/2097     19.00
FORD MOTOR CO          7.75%    6/15/2043     19.21
FORD MOTOR CO          8.88%    1/15/2022     20.00
FORD MOTOR CO          8.90%    1/15/2032     22.86
FORD MOTOR CO          9.22%    9/15/2021     21.28
FORD MOTOR CO          9.50%    9/15/2011     32.71
FORD MOTOR CRED        4.30%    3/20/2009     99.00
FORD MOTOR CRED        4.50%    3/20/2009     92.00
FORD MOTOR CRED        4.70%    4/20/2009     94.00
FORD MOTOR CRED        4.80%    7/20/2009     89.00
FORD MOTOR CRED        4.90%    5/20/2009     84.59
FORD MOTOR CRED        4.90%    9/21/2009     83.92
FORD MOTOR CRED        4.90%   10/20/2009     72.91
FORD MOTOR CRED        4.90%   10/20/2009     72.76
FORD MOTOR CRED        4.95%   10/20/2009     71.70
FORD MOTOR CRED        5.00%    8/20/2009     86.00
FORD MOTOR CRED        5.00%    8/20/2009     79.50
FORD MOTOR CRED        5.00%    9/21/2009     77.96
FORD MOTOR CRED        5.00%    9/21/2009     74.69
FORD MOTOR CRED        5.00%   10/20/2009     65.00
FORD MOTOR CRED        5.00%    1/20/2011     50.53
FORD MOTOR CRED        5.00%    2/22/2011     40.00
FORD MOTOR CRED        5.05%    9/21/2009     84.46
FORD MOTOR CRED        5.10%    8/20/2009     85.25
FORD MOTOR CRED        5.10%   11/20/2009     76.00
FORD MOTOR CRED        5.10%    2/22/2011     40.10
FORD MOTOR CRED        5.15%   11/20/2009     68.62
FORD MOTOR CRED        5.15%   11/20/2009     66.25
FORD MOTOR CRED        5.15%    1/20/2011     37.21
FORD MOTOR CRED        5.20%    3/21/2011     40.91
FORD MOTOR CRED        5.20%    3/21/2011     34.66
FORD MOTOR CRED        5.25%   12/21/2009     66.39
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     34.23
FORD MOTOR CRED        5.25%    3/21/2011     40.83
FORD MOTOR CRED        5.30%    3/21/2011     48.88
FORD MOTOR CRED        5.30%    4/20/2011     40.00
FORD MOTOR CRED        5.35%    5/20/2009     86.00
FORD MOTOR CRED        5.35%   12/21/2009     78.40
FORD MOTOR CRED        5.35%    2/22/2011     45.00
FORD MOTOR CRED        5.40%    6/22/2009     82.50
FORD MOTOR CRED        5.40%   12/21/2009     66.15
FORD MOTOR CRED        5.40%    1/20/2011     51.13
FORD MOTOR CRED        5.40%    9/20/2011     31.17
FORD MOTOR CRED        5.40%   10/20/2011     34.00
FORD MOTOR CRED        5.40%   10/20/2011     35.50
FORD MOTOR CRED        5.45%    4/20/2011     47.43
FORD MOTOR CRED        5.45%   10/20/2011     34.50
FORD MOTOR CRED        5.50%    6/22/2009     90.08
FORD MOTOR CRED        5.50%    1/20/2010     70.74
FORD MOTOR CRED        5.50%    2/22/2010     71.00
FORD MOTOR CRED        5.50%    2/22/2010     55.90
FORD MOTOR CRED        5.50%    2/22/2010     73.00
FORD MOTOR CRED        5.50%    4/20/2011     34.50
FORD MOTOR CRED        5.50%    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     38.85
FORD MOTOR CRED        5.60%    4/20/2011     33.00
FORD MOTOR CRED        5.60%    8/22/2011     30.63
FORD MOTOR CRED        5.60%    9/20/2011     31.59
FORD MOTOR CRED        5.60%   11/21/2011     40.00
FORD MOTOR CRED        5.60%   11/21/2011     44.00
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        5.70%    1/15/2010     71.00
FORD MOTOR CRED        5.70%    3/22/2010     63.97
FORD MOTOR CRED        5.70%    5/20/2011     47.45
FORD MOTOR CRED        5.70%   12/20/2011     45.50
FORD MOTOR CRED        5.75%    1/20/2010     69.67
FORD MOTOR CRED        5.75%    3/22/2010     53.22
FORD MOTOR CRED        5.75%    6/21/2010     49.49
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%    2/21/2012     37.29
FORD MOTOR CRED        5.75%    2/20/2014     25.00
FORD MOTOR CRED        5.75%    2/20/2014     27.50
FORD MOTOR CRED        5.80%   11/22/2010     44.57
FORD MOTOR CRED        5.80%    8/22/2011     49.02
FORD MOTOR CRED        5.85%    5/20/2010     49.71
FORD MOTOR CRED        5.85%    6/21/2010     51.59
FORD MOTOR CRED        5.85%    7/20/2010     40.00
FORD MOTOR CRED        5.85%    1/20/2012     28.00
FORD MOTOR CRED        5.90%    7/20/2011     42.00
FORD MOTOR CRED        5.95%    5/20/2010     60.08
FORD MOTOR CRED        6.00%    2/22/2010     55.54
FORD MOTOR CRED        6.00%    6/21/2010     49.14
FORD MOTOR CRED        6.00%   10/20/2010     48.50
FORD MOTOR CRED        6.00%   10/20/2010     46.00
FORD MOTOR CRED        6.00%   12/20/2010     60.00
FORD MOTOR CRED        6.00%    1/20/2012     43.00
FORD MOTOR CRED        6.00%    1/21/2014     27.50
FORD MOTOR CRED        6.00%    3/20/2014     18.65
FORD MOTOR CRED        6.00%    3/20/2014     21.72
FORD MOTOR CRED        6.00%    3/20/2014     21.78
FORD MOTOR CRED        6.00%    3/20/2014     19.32
FORD MOTOR CRED        6.00%   11/20/2014     27.10
FORD MOTOR CRED        6.00%   11/20/2014     19.75
FORD MOTOR CRED        6.00%   11/20/2014     18.75
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     41.50
FORD MOTOR CRED        6.05%    3/20/2012     24.35
FORD MOTOR CRED        6.05%    2/20/2014     21.25
FORD MOTOR CRED        6.05%    4/21/2014     23.00
FORD MOTOR CRED        6.05%   12/22/2014     18.76
FORD MOTOR CRED        6.10%    6/20/2011     35.00
FORD MOTOR CRED        6.10%    2/20/2015     20.00
FORD MOTOR CRED        6.15%    7/20/2010     47.95
FORD MOTOR CRED        6.15%    9/20/2010     46.63
FORD MOTOR CRED        6.15%    5/20/2011     40.00
FORD MOTOR CRED        6.20%    5/20/2011     34.64
FORD MOTOR CRED        6.20%    6/20/2011     48.00
FORD MOTOR CRED        6.20%    4/21/2014     18.00
FORD MOTOR CRED        6.20%    3/20/2015     20.63
FORD MOTOR CRED        6.25%    6/20/2011     33.50
FORD MOTOR CRED        6.25%    6/20/2011     32.71
FORD MOTOR CRED        6.25%   12/20/2013     19.75
FORD MOTOR CRED        6.25%    4/21/2014     25.00
FORD MOTOR CRED        6.25%    1/20/2015     21.64
FORD MOTOR CRED        6.30%    5/20/2010     68.25
FORD MOTOR CRED        6.30%    5/20/2014     21.33
FORD MOTOR CRED        6.30%    5/20/2014     27.50
FORD MOTOR CRED        6.35%    9/20/2010     53.80
FORD MOTOR CRED        6.35%    9/20/2010     57.78
FORD MOTOR CRED        6.35%    4/21/2014     26.00
FORD MOTOR CRED        6.50%    8/20/2010     48.50
FORD MOTOR CRED        6.50%   12/20/2013     22.00
FORD MOTOR CRED        6.50%    2/20/2015     21.85
FORD MOTOR CRED        6.50%    3/20/2015     20.75
FORD MOTOR CRED        6.55%    8/20/2010     51.19
FORD MOTOR CRED        6.65%   10/21/2013     21.76
FORD MOTOR CRED        6.65%    6/20/2014     21.00
FORD MOTOR CRED        6.75%   10/21/2013     20.00
FORD MOTOR CRED        6.75%    6/20/2014     24.10
FORD MOTOR CRED        6.80%    6/20/2014     24.00
FORD MOTOR CRED        6.80%    6/20/2014     20.88
FORD MOTOR CRED        6.80%    3/20/2015     25.49
FORD MOTOR CRED        6.85%    9/20/2013     21.77
FORD MOTOR CRED        6.85%    5/20/2014     23.99
FORD MOTOR CRED        6.85%    6/20/2014     25.50
FORD MOTOR CRED        6.95%    4/20/2010     52.39
FORD MOTOR CRED        6.95%    5/20/2014     21.85
FORD MOTOR CRED        7.00%    7/20/2010     49.00
FORD MOTOR CRED        7.00%    8/15/2012     23.00
FORD MOTOR CRED        7.05%    9/20/2013     29.13
FORD MOTOR CRED        7.10%    9/20/2013     21.00
FORD MOTOR CRED        7.10%    9/20/2013     23.00
FORD MOTOR CRED        7.15%    8/20/2010     45.93
FORD MOTOR CRED        7.25%    3/22/2010     54.00
FORD MOTOR CRED        7.25%   10/25/2011     48.02
FORD MOTOR CRED        7.35%    3/20/2015     25.75
FORD MOTOR CRED        7.38%   10/28/2009     82.00
FORD MOTOR CRED        7.38%     2/1/2011     48.50
FORD MOTOR CRED        7.50%    8/20/2032     18.50
FORD MOTOR CRED        7.88%    6/15/2010     62.00
FORD MOTOR CRED        8.63%    11/1/2010     60.28
FORD MOTOR CRED        9.75%    9/15/2010     66.00
FORD MOTOR CRED        9.88%    8/10/2011     59.50
FOX ACQUISITION       13.38%    7/15/2016     32.75
FRANKLIN BANK          4.00%     5/1/2027      1.38
FREESCALE SEMICO       8.88%   12/15/2014     17.75
FREESCALE SEMICO      10.13%   12/15/2016     14.50
FRONTIER AIRLINE       5.00%   12/15/2025     15.00
G-I HOLDINGS          10.00%    2/15/2006      1.60
GENCORP INC            2.25%   11/15/2024     42.00
GENCORP INC            4.00%    1/16/2024     62.00
GENERAL MOTORS         6.75%     5/1/2028      9.88
GENERAL MOTORS         7.13%    7/15/2013     13.30
GENERAL MOTORS         7.20%    1/15/2011     15.00
GENERAL MOTORS         7.38%    5/23/2048      8.00
GENERAL MOTORS         7.40%     9/1/2025     11.00
GENERAL MOTORS         7.70%    4/15/2016     13.00
GENERAL MOTORS         8.10%    6/15/2024     12.00
GENERAL MOTORS         8.25%    7/15/2023     10.02
GENERAL MOTORS         8.38%    7/15/2033     12.56
GENERAL MOTORS         8.80%     3/1/2021     12.00
GENERAL MOTORS         9.40%    7/15/2021     11.00
GENERAL MOTORS         9.45%    11/1/2011     10.00
GENWORTH FINL          6.15%   11/15/2066     13.00
GEORGIA GULF CRP       7.13%   12/15/2013     33.00
GEORGIA GULF CRP       9.50%   10/15/2014     20.00
GEORGIA GULF CRP      10.75%   10/15/2016      3.00
GGP LP                 3.98%    4/15/2027      8.28
GMAC LLC               4.25%    3/15/2009     88.75
GMAC LLC               4.90%   10/15/2009     65.00
GMAC LLC               4.90%   10/15/2009     64.50
GMAC LLC               4.95%   10/15/2009     65.00
GMAC LLC               5.00%    8/15/2009     67.34
GMAC LLC               5.00%    8/15/2009     67.00
GMAC LLC               5.00%    9/15/2009     66.00
GMAC LLC               5.00%    9/15/2009     66.00
GMAC LLC               5.00%    9/15/2009     60.00
GMAC LLC               5.00%   10/15/2009     65.00
GMAC LLC               5.05%    7/15/2009     67.75
GMAC LLC               5.10%    7/15/2009     66.30
GMAC LLC               5.10%    8/15/2009     67.00
GMAC LLC               5.10%    9/15/2009     69.00
GMAC LLC               5.20%   11/15/2009     66.00
GMAC LLC               5.20%   11/15/2009     68.00
GMAC LLC               5.25%    7/15/2009     74.00
GMAC LLC               5.25%    7/15/2009     64.00
GMAC LLC               5.25%    8/15/2009     67.00
GMAC LLC               5.25%    8/15/2009     67.00
GMAC LLC               5.25%   11/15/2009     45.00
GMAC LLC               5.25%   11/15/2009     64.00
GMAC LLC               5.25%    1/15/2014     19.25
GMAC LLC               5.30%    1/15/2010     53.58
GMAC LLC               5.35%   11/15/2009     64.00
GMAC LLC               5.35%   12/15/2009     63.00
GMAC LLC               5.35%   12/15/2009     63.00
GMAC LLC               5.35%    1/15/2014     21.00
GMAC LLC               5.40%   12/15/2009     63.00
GMAC LLC               5.40%   12/15/2009     60.00
GMAC LLC               5.50%    1/15/2010     55.64
GMAC LLC               5.63%    5/15/2009     88.75
GMAC LLC               5.70%   10/15/2013     20.75
GMAC LLC               5.70%   12/15/2013     20.00
GMAC LLC               5.75%    1/15/2010     57.00
GMAC LLC               5.85%    2/15/2010     53.00
GMAC LLC               5.85%    5/15/2013     21.79
GMAC LLC               5.85%    6/15/2013     26.27
GMAC LLC               5.85%    6/15/2013     28.04
GMAC LLC               5.90%   12/15/2013     24.50
GMAC LLC               6.00%    4/15/2009     94.25
GMAC LLC               6.00%    1/15/2010     57.00
GMAC LLC               6.00%    2/15/2010     63.00
GMAC LLC               6.00%    2/15/2010     55.00
GMAC LLC               6.00%   11/15/2013     22.75
GMAC LLC               6.00%   12/15/2013     18.79
GMAC LLC               6.00%    3/15/2019     16.00
GMAC LLC               6.00%    9/15/2019     18.50
GMAC LLC               6.05%    3/15/2010     62.50
GMAC LLC               6.15%    3/15/2010     53.00
GMAC LLC               6.15%    9/15/2013     28.00
GMAC LLC               6.25%    3/15/2013     32.75
GMAC LLC               6.25%    7/15/2013     23.38
GMAC LLC               6.25%   10/15/2013     23.00
GMAC LLC               6.25%   11/15/2013     17.58
GMAC LLC               6.25%    5/15/2019     15.77
GMAC LLC               6.30%    3/15/2013     26.85
GMAC LLC               6.30%   10/15/2013     17.98
GMAC LLC               6.30%   11/15/2013     32.00
GMAC LLC               6.35%    5/15/2013     22.56
GMAC LLC               6.38%     8/1/2013     24.00
GMAC LLC               6.40%    3/15/2013     33.00
GMAC LLC               6.40%   12/15/2018     15.05
GMAC LLC               6.45%    2/15/2013     28.28
GMAC LLC               6.50%    6/15/2009     71.65
GMAC LLC               6.50%    3/15/2010     51.50
GMAC LLC               6.50%    7/15/2012     27.25
GMAC LLC               6.50%    2/15/2013     32.00
GMAC LLC               6.50%    3/15/2013     21.50
GMAC LLC               6.50%    4/15/2013     15.00
GMAC LLC               6.50%    5/15/2013     20.62
GMAC LLC               6.50%   11/15/2018     13.86
GMAC LLC               6.60%    8/15/2016     18.00
GMAC LLC               6.60%    6/15/2019     18.07
GMAC LLC               6.63%   10/15/2011     35.50
GMAC LLC               6.65%    2/15/2013     33.25
GMAC LLC               6.65%    6/15/2018     18.75
GMAC LLC               6.70%    6/15/2009     76.84
GMAC LLC               6.70%    7/15/2009     75.00
GMAC LLC               6.70%    5/15/2014     19.39
GMAC LLC               6.70%    5/15/2014     20.80
GMAC LLC               6.70%    6/15/2014     26.91
GMAC LLC               6.70%    8/15/2016     17.50
GMAC LLC               6.70%    6/15/2019     20.25
GMAC LLC               6.75%    9/15/2011     35.10
GMAC LLC               6.75%   10/15/2011     28.00
GMAC LLC               6.75%   10/15/2011     26.11
GMAC LLC               6.75%    7/15/2012     28.00
GMAC LLC               6.75%    9/15/2012     22.87
GMAC LLC               6.75%    9/15/2012     25.00
GMAC LLC               6.75%   10/15/2012     25.00
GMAC LLC               6.75%    4/15/2013     20.79
GMAC LLC               6.75%    4/15/2013     28.58
GMAC LLC               6.75%    6/15/2014     17.00
GMAC LLC               6.75%    7/15/2016     21.63
GMAC LLC               6.75%    8/15/2016     19.00
GMAC LLC               6.75%    3/15/2018     17.26
GMAC LLC               6.75%    5/15/2019     19.50
GMAC LLC               6.75%    3/15/2020     16.37
GMAC LLC               6.80%    7/15/2009     66.88
GMAC LLC               6.80%   11/15/2009     59.88
GMAC LLC               6.80%   12/15/2009     65.00
GMAC LLC               6.80%    2/15/2013     26.00
GMAC LLC               6.80%    4/15/2013     24.00
GMAC LLC               6.85%    7/15/2009     86.67
GMAC LLC               6.85%   10/15/2009     64.87
GMAC LLC               6.88%   10/15/2012     29.50
GMAC LLC               6.88%    4/15/2013     19.88
GMAC LLC               6.88%    8/15/2016     17.59
GMAC LLC               6.88%    7/15/2018     14.07
GMAC LLC               6.90%    6/15/2009     73.39
GMAC LLC               6.90%   12/15/2009     74.50
GMAC LLC               6.90%    6/15/2017     13.90
GMAC LLC               6.90%    8/15/2018     21.00
GMAC LLC               6.95%    8/15/2009     88.00
GMAC LLC               7.00%    7/15/2009     76.25
GMAC LLC               7.00%    8/15/2009     62.73
GMAC LLC               7.00%    9/15/2009     63.50
GMAC LLC               7.00%    9/15/2009     69.00
GMAC LLC               7.00%   10/15/2009     71.50
GMAC LLC               7.00%   10/15/2009     69.00
GMAC LLC               7.00%   11/15/2009     62.88
GMAC LLC               7.00%   11/15/2009     76.50
GMAC LLC               7.00%   12/15/2009     64.00
GMAC LLC               7.00%   12/15/2009     66.00
GMAC LLC               7.00%    1/15/2010     56.10
GMAC LLC               7.00%    3/15/2010     50.30
GMAC LLC               7.00%   10/15/2011     36.00
GMAC LLC               7.00%    9/15/2012     25.00
GMAC LLC               7.00%   10/15/2012     24.00
GMAC LLC               7.00%   11/15/2012     27.00
GMAC LLC               7.00%   12/15/2012     32.98
GMAC LLC               7.00%    1/15/2013     20.72
GMAC LLC               7.00%    6/15/2017     19.50
GMAC LLC               7.00%    7/15/2017     21.50
GMAC LLC               7.00%    2/15/2018     17.00
GMAC LLC               7.00%    2/15/2018     21.50
GMAC LLC               7.00%    3/15/2018     19.50
GMAC LLC               7.00%    5/15/2018     15.00
GMAC LLC               7.00%    8/15/2018     14.17
GMAC LLC               7.05%   10/15/2009     64.00
GMAC LLC               7.05%    3/15/2018     17.25
GMAC LLC               7.05%    4/15/2018     12.59
GMAC LLC               7.10%    9/15/2012     25.00
GMAC LLC               7.10%    1/15/2013     24.00
GMAC LLC               7.10%    1/15/2013     23.88
GMAC LLC               7.13%    8/15/2009     68.78
GMAC LLC               7.13%    8/15/2012     27.00
GMAC LLC               7.13%   12/15/2012     24.88
GMAC LLC               7.13%   10/15/2017     19.50
GMAC LLC               7.15%    8/15/2009     66.76
GMAC LLC               7.15%    8/15/2010     60.00
GMAC LLC               7.15%   11/15/2012     26.00
GMAC LLC               7.20%    8/15/2009     67.00
GMAC LLC               7.20%   10/15/2017     17.75
GMAC LLC               7.20%   10/15/2017     17.88
GMAC LLC               7.25%   11/15/2009     65.00
GMAC LLC               7.25%    1/15/2010     66.87
GMAC LLC               7.25%    8/15/2012     24.48
GMAC LLC               7.25%   12/15/2012     25.00
GMAC LLC               7.25%   12/15/2012     26.38
GMAC LLC               7.25%    9/15/2017     18.00
GMAC LLC               7.25%    9/15/2017     17.88
GMAC LLC               7.25%    9/15/2017     12.16
GMAC LLC               7.25%    1/15/2018     17.96
GMAC LLC               7.25%    4/15/2018     19.00
GMAC LLC               7.25%    4/15/2018     13.04
GMAC LLC               7.25%    8/15/2018     17.50
GMAC LLC               7.25%    9/15/2018     19.00
GMAC LLC               7.30%   12/15/2017     17.25
GMAC LLC               7.30%    1/15/2018     16.83
GMAC LLC               7.30%    1/15/2018     14.41
GMAC LLC               7.35%    4/15/2018     13.98
GMAC LLC               7.38%   11/15/2016     20.00
GMAC LLC               7.40%   12/15/2017     20.88
GMAC LLC               7.50%   10/15/2012     28.95
GMAC LLC               7.50%   11/15/2016     16.00
GMAC LLC               7.50%    8/15/2017     17.00
GMAC LLC               7.50%   11/15/2017     11.00
GMAC LLC               7.50%   11/15/2017     16.50
GMAC LLC               7.50%   12/15/2017     19.50
GMAC LLC               7.55%    8/15/2010     53.00
GMAC LLC               7.63%   11/15/2012     26.00
GMAC LLC               7.70%    8/15/2010     66.00
GMAC LLC               7.75%   10/15/2012     30.00
GMAC LLC               7.75%   10/15/2017     20.25
GMAC LLC               7.85%    8/15/2010     45.50
GMAC LLC               7.88%   11/15/2012     26.33
GMAC LLC               8.00%    6/15/2010     65.00
GMAC LLC               8.00%    6/15/2010     35.00
GMAC LLC               8.00%    6/15/2010     54.00
GMAC LLC               8.00%    7/15/2010     57.50
GMAC LLC               8.00%    7/15/2010     67.79
GMAC LLC               8.00%    9/15/2010     58.75
GMAC LLC               8.00%    8/15/2015     16.00
GMAC LLC               8.00%   10/15/2017     20.00
GMAC LLC               8.00%   11/15/2017     17.25
GMAC LLC               8.05%    4/15/2010     51.00
GMAC LLC               8.13%   11/15/2017     12.55
GMAC LLC               8.20%    7/15/2010     46.30
GMAC LLC               8.25%    9/15/2012     20.27
GMAC LLC               8.40%    4/15/2010     52.50
GMAC LLC               8.40%    8/15/2015     25.10
GMAC LLC               8.50%    5/15/2010     54.14
GMAC LLC               8.50%   10/15/2010     64.02
GMAC LLC               8.50%   10/15/2010     48.50
GMAC LLC               8.50%    8/15/2015     28.00
GMAC LLC               9.00%    7/15/2015     22.00
GRAHAM PACKAGING       8.50%   10/15/2012     43.13
GREAT ATLA & PAC       5.13%    6/15/2011     51.00
GREAT LAKES CHEM       7.00%    7/15/2009     45.00
HAIGHTS CROSS OP      11.75%    8/15/2011     38.63
HANNA (MA) CO          6.52%    2/23/2010     51.25
HARRAHS OPER CO        5.38%   12/15/2013     10.00
HARRAHS OPER CO        5.50%     7/1/2010     31.00
HARRAHS OPER CO        5.63%     6/1/2015      9.25
HARRAHS OPER CO        5.75%    10/1/2017      8.75
HARRAHS OPER CO        6.50%     6/1/2016      8.00
HARRAHS OPER CO        8.00%     2/1/2011     23.83
HARRAHS OPER CO       10.00%   12/15/2015     34.00
HARRAHS OPER CO       10.75%     2/1/2016     15.25
HARRAHS OPER CO       10.75%     2/1/2016     13.50
HARRAHS OPER CO       10.75%     2/1/2018     10.00
HARRY & DAVID OP       9.00%     3/1/2013     15.50
HAWAIIAN TELCOM        9.75%     5/1/2013      5.75
HAWAIIAN TELCOM       12.50%     5/1/2015      1.50
HAWKER BEECHCRAF       8.50%     4/1/2015     20.00
HAWKER BEECHCRAF       9.75%     4/1/2017     14.00
HEADWATERS INC         2.50%     2/1/2014     19.00
HEADWATERS INC         2.88%     6/1/2016     14.55
HERTZ CORP             6.25%    3/15/2009     99.58
HERTZ CORP             6.35%    6/15/2010     60.05
HERTZ CORP             7.40%     3/1/2011     36.70
HERTZ CORP             7.63%     6/1/2012     39.50
HEXION US/NOVA         9.75%   11/15/2014     15.06
HILTON HOTELS          7.20%   12/15/2009     87.00
HILTON HOTELS          7.50%   12/15/2017     11.50
HILTON HOTELS          8.25%    2/15/2011     14.38
HINES NURSERIES       10.25%    10/1/2011     14.50
HOECHST C-TENDER       7.13%    3/15/2009     99.00
HUTCHINSON TECH        3.25%    1/15/2026     25.63
IDEARC INC             8.00%   11/15/2016      1.50
INCYTE CORP            3.50%    2/15/2011     48.45
INCYTE CORP LTD        3.50%    2/15/2011     51.46
INN OF THE MOUNT      12.00%   11/15/2010      9.00
INTCOMEX INC          11.75%    1/15/2011     33.00
INTL LEASE FIN         4.38%    11/1/2009     81.44
INTL LEASE FIN         4.88%     9/1/2010     67.25
INTL LEASE FIN         6.38%    3/15/2009     99.95
ISTAR FINANCIAL        5.13%     4/1/2011     41.00
ISTAR FINANCIAL        5.15%     3/1/2012     32.00
ISTAR FINANCIAL        5.38%    4/15/2010     44.90
ISTAR FINANCIAL        5.50%    6/15/2012     35.00
ISTAR FINANCIAL        5.65%    9/15/2011     40.00
ISTAR FINANCIAL        5.70%     3/1/2014     27.00
ISTAR FINANCIAL        5.80%    3/15/2011     40.00
ISTAR FINANCIAL        5.95%   10/15/2013     27.00
ISTAR FINANCIAL        6.00%   12/15/2010     52.50
ISTAR FINANCIAL        6.50%   12/15/2013     27.00
ISTAR FINANCIAL        8.63%     6/1/2013     37.55
JAZZ TECHNOLOGIE       8.00%   12/31/2011     22.25
JEFFERSON SMURFI       7.50%     6/1/2013      7.25
JEFFERSON SMURFI       8.25%    10/1/2012      7.38
K HOVNANIAN ENTR       6.25%    1/15/2015     26.00
K HOVNANIAN ENTR       6.38%   12/15/2014     26.50
K HOVNANIAN ENTR       6.50%    1/15/2014     22.88
K HOVNANIAN ENTR       7.50%    5/15/2016     24.00
K HOVNANIAN ENTR       7.75%    5/15/2013     24.07
K HOVNANIAN ENTR       8.00%     4/1/2012     38.00
K HOVNANIAN ENTR       8.63%    1/15/2017     25.50
K HOVNANIAN ENTR       8.88%     4/1/2012     32.75
KAISER ALUMINUM       12.75%     2/1/2003      4.00
KELLWOOD CO            7.63%   10/15/2017      5.00
KELLWOOD CO            7.88%    7/15/2009     45.00
KEMET CORP             2.25%   11/15/2026     14.50
KEYSTONE AUTO OP       9.75%    11/1/2013     20.75
KIMBALL HILL INC      10.50%   12/15/2012      0.00
KKR FINANCIAL          7.00%    7/15/2012     25.00
KNIGHT RIDDER          4.63%    11/1/2014     14.00
KNIGHT RIDDER          5.75%     9/1/2017     13.50
KNIGHT RIDDER          6.88%    3/15/2029     10.00
KNIGHT RIDDER          7.13%     6/1/2011     13.00
KNIGHT RIDDER          7.15%    11/1/2027     14.25
KNIGHT RIDDER          9.88%    4/15/2009     90.00
KRATON POLYMERS        8.13%    1/15/2014     25.00
LANDAMERICA            3.13%   11/15/2033     10.00
LANDAMERICA            3.25%    5/15/2034     14.50
LANDRY'S RESTAUR       9.50%   12/15/2014     97.18
LAZYDAYS RV           11.75%    5/15/2012     31.88
LAZYDAYS RV           11.75%    5/15/2012      4.90
LEAR CORP              5.75%     8/1/2014     21.00
LEAR CORP              8.50%    12/1/2013     16.00
LEAR CORP              8.75%    12/1/2016     15.90
LECROY CORP            4.00%   10/15/2026     38.60
LEHMAN BROS HLDG       1.50%    3/23/2012      9.50
LEHMAN BROS HLDG       3.95%   11/10/2009     12.00
LEHMAN BROS HLDG       4.00%    4/16/2019      6.00
LEHMAN BROS HLDG       4.25%    1/27/2010     12.75
LEHMAN BROS HLDG       4.38%   11/30/2010     12.00
LEHMAN BROS HLDG       4.50%    7/26/2010     11.90
LEHMAN BROS HLDG       4.50%     8/3/2011      5.00
LEHMAN BROS HLDG       4.70%     3/6/2013      8.80
LEHMAN BROS HLDG       4.80%    2/27/2013      5.50
LEHMAN BROS HLDG       4.80%    3/13/2014     11.50
LEHMAN BROS HLDG       4.80%    6/24/2023      7.50
LEHMAN BROS HLDG       5.00%    1/14/2011     12.00
LEHMAN BROS HLDG       5.00%    1/22/2013      5.06
LEHMAN BROS HLDG       5.00%    2/11/2013      5.00
LEHMAN BROS HLDG       5.00%    3/27/2013      5.25
LEHMAN BROS HLDG       5.00%    6/26/2015      4.25
LEHMAN BROS HLDG       5.00%     8/5/2015      7.86
LEHMAN BROS HLDG       5.00%   12/18/2015      2.50
LEHMAN BROS HLDG       5.00%    5/28/2023      7.56
LEHMAN BROS HLDG       5.00%    5/30/2023      7.25
LEHMAN BROS HLDG       5.00%    6/10/2023      7.00
LEHMAN BROS HLDG       5.00%    6/17/2023      6.50
LEHMAN BROS HLDG       5.10%    1/28/2013      7.00
LEHMAN BROS HLDG       5.10%    2/15/2020      7.75
LEHMAN BROS HLDG       5.15%     2/4/2015     10.15
LEHMAN BROS HLDG       5.20%    5/13/2020      4.67
LEHMAN BROS HLDG       5.25%     2/6/2012     12.00
LEHMAN BROS HLDG       5.25%    2/11/2015      7.50
LEHMAN BROS HLDG       5.25%     3/8/2020      6.00
LEHMAN BROS HLDG       5.25%    5/20/2023      7.00
LEHMAN BROS HLDG       5.35%    2/25/2018      2.22
LEHMAN BROS HLDG       5.35%    3/13/2020      4.50
LEHMAN BROS HLDG       5.35%    6/14/2030      1.00
LEHMAN BROS HLDG       5.38%     5/6/2023      3.33
LEHMAN BROS HLDG       5.40%     3/6/2020      5.00
LEHMAN BROS HLDG       5.40%    3/20/2020      8.56
LEHMAN BROS HLDG       5.40%    3/30/2029      7.50
LEHMAN BROS HLDG       5.40%    6/21/2030      7.25
LEHMAN BROS HLDG       5.45%    3/15/2025      7.25
LEHMAN BROS HLDG       5.45%     4/6/2029      7.25
LEHMAN BROS HLDG       5.45%    2/22/2030      7.25
LEHMAN BROS HLDG       5.45%    7/19/2030      3.70
LEHMAN BROS HLDG       5.45%    9/20/2030      5.87
LEHMAN BROS HLDG       5.50%     4/4/2016      9.90
LEHMAN BROS HLDG       5.50%     2/4/2018      2.72
LEHMAN BROS HLDG       5.50%    2/19/2018      4.00
LEHMAN BROS HLDG       5.50%    11/4/2018      7.06
LEHMAN BROS HLDG       5.50%    2/27/2020      7.50
LEHMAN BROS HLDG       5.50%    8/19/2020      7.50
LEHMAN BROS HLDG       5.50%    3/14/2023      3.78
LEHMAN BROS HLDG       5.50%     4/8/2023      7.25
LEHMAN BROS HLDG       5.50%    4/15/2023      7.50
LEHMAN BROS HLDG       5.50%    4/23/2023      9.17
LEHMAN BROS HLDG       5.50%     8/5/2023      7.50
LEHMAN BROS HLDG       5.50%    10/7/2023      3.90
LEHMAN BROS HLDG       5.50%    1/27/2029      4.00
LEHMAN BROS HLDG       5.50%     2/3/2029      2.20
LEHMAN BROS HLDG       5.50%     8/2/2030      5.00
LEHMAN BROS HLDG       5.55%    2/11/2018      8.10
LEHMAN BROS HLDG       5.55%     3/9/2029      4.15
LEHMAN BROS HLDG       5.55%    1/25/2030      7.50
LEHMAN BROS HLDG       5.55%    9/27/2030      4.01
LEHMAN BROS HLDG       5.55%   12/31/2034      7.18
LEHMAN BROS HLDG       5.60%    1/22/2018      6.00
LEHMAN BROS HLDG       5.60%    2/17/2029      4.88
LEHMAN BROS HLDG       5.60%    2/24/2029      7.56
LEHMAN BROS HLDG       5.60%     3/2/2029      7.50
LEHMAN BROS HLDG       5.60%    2/25/2030      7.56
LEHMAN BROS HLDG       5.60%     5/3/2030      9.20
LEHMAN BROS HLDG       5.63%    1/24/2013     13.50
LEHMAN BROS HLDG       5.63%    3/15/2030      1.65
LEHMAN BROS HLDG       5.65%   11/23/2029      3.00
LEHMAN BROS HLDG       5.65%    8/16/2030      6.50
LEHMAN BROS HLDG       5.65%   12/31/2034      7.25
LEHMAN BROS HLDG       5.70%    1/28/2018      7.06
LEHMAN BROS HLDG       5.70%    2/10/2029      5.47
LEHMAN BROS HLDG       5.70%    4/13/2029      8.50
LEHMAN BROS HLDG       5.70%     9/7/2029      7.50
LEHMAN BROS HLDG       5.70%   12/14/2029      7.25
LEHMAN BROS HLDG       5.75%    4/25/2011     12.00
LEHMAN BROS HLDG       5.75%    7/18/2011     13.13
LEHMAN BROS HLDG       5.75%    5/17/2013     13.50
LEHMAN BROS HLDG       5.75%    3/27/2023      9.05
LEHMAN BROS HLDG       5.75%    9/16/2023     11.39
LEHMAN BROS HLDG       5.75%   10/15/2023      7.46
LEHMAN BROS HLDG       5.75%   10/21/2023      5.00
LEHMAN BROS HLDG       5.75%   11/12/2023      4.50
LEHMAN BROS HLDG       5.75%   11/25/2023      7.50
LEHMAN BROS HLDG       5.75%   12/16/2028      8.56
LEHMAN BROS HLDG       5.75%   12/23/2028      7.56
LEHMAN BROS HLDG       5.75%    8/24/2029      8.60
LEHMAN BROS HLDG       5.75%    9/14/2029      7.50
LEHMAN BROS HLDG       5.75%   10/12/2029      1.83
LEHMAN BROS HLDG       5.75%    3/29/2030      8.10
LEHMAN BROS HLDG       5.80%     9/3/2020      9.50
LEHMAN BROS HLDG       5.80%   10/25/2030      7.81
LEHMAN BROS HLDG       5.85%    11/8/2030      3.96
LEHMAN BROS HLDG       5.88%   11/15/2017     14.00
LEHMAN BROS HLDG       5.90%     5/4/2029      7.25
LEHMAN BROS HLDG       5.90%     2/7/2031      2.38
LEHMAN BROS HLDG       5.95%   12/20/2030     11.25
LEHMAN BROS HLDG       6.00%    7/19/2012     10.00
LEHMAN BROS HLDG       6.00%    1/22/2020      7.16
LEHMAN BROS HLDG       6.00%    2/12/2020      7.20
LEHMAN BROS HLDG       6.00%    1/29/2021      7.20
LEHMAN BROS HLDG       6.00%   10/23/2028      8.17
LEHMAN BROS HLDG       6.00%   11/18/2028      3.77
LEHMAN BROS HLDG       6.00%    5/11/2029      8.60
LEHMAN BROS HLDG       6.00%    7/20/2029      7.50
LEHMAN BROS HLDG       6.00%    4/30/2034      7.50
LEHMAN BROS HLDG       6.00%    7/30/2034      7.32
LEHMAN BROS HLDG       6.00%    2/21/2036      6.50
LEHMAN BROS HLDG       6.00%    2/24/2036      7.50
LEHMAN BROS HLDG       6.00%    2/12/2037      7.50
LEHMAN BROS HLDG       6.05%    6/29/2029      1.12
LEHMAN BROS HLDG       6.10%    8/12/2023      7.56
LEHMAN BROS HLDG       6.15%    4/11/2031      8.30
LEHMAN BROS HLDG       6.20%    9/26/2014     13.00
LEHMAN BROS HLDG       6.20%    6/15/2027      7.50
LEHMAN BROS HLDG       6.20%    5/25/2029      3.21
LEHMAN BROS HLDG       6.25%     2/5/2021      5.00
LEHMAN BROS HLDG       6.25%    2/22/2023      7.00
LEHMAN BROS HLDG       6.30%    3/27/2037      5.00
LEHMAN BROS HLDG       6.40%   10/11/2022      6.50
LEHMAN BROS HLDG       6.50%    2/28/2023      8.00
LEHMAN BROS HLDG       6.50%     3/6/2023      7.20
LEHMAN BROS HLDG       6.50%   10/18/2027      5.98
LEHMAN BROS HLDG       6.50%   10/25/2027      7.25
LEHMAN BROS HLDG       6.50%    1/17/2033      8.04
LEHMAN BROS HLDG       6.50%   12/22/2036      7.50
LEHMAN BROS HLDG       6.50%    2/13/2037      7.00
LEHMAN BROS HLDG       6.50%    6/21/2037      7.25
LEHMAN BROS HLDG       6.50%    7/13/2037      7.00
LEHMAN BROS HLDG       6.60%    10/3/2022      8.01
LEHMAN BROS HLDG       6.63%    1/18/2012     10.00
LEHMAN BROS HLDG       6.63%    7/27/2027     12.50
LEHMAN BROS HLDG       6.75%     7/1/2022      2.47
LEHMAN BROS HLDG       6.75%   11/22/2027      7.35
LEHMAN BROS HLDG       6.75%    3/11/2033      8.71
LEHMAN BROS HLDG       6.75%   10/26/2037      3.68
LEHMAN BROS HLDG       6.80%     9/7/2032      6.38
LEHMAN BROS HLDG       6.85%    8/16/2032      5.00
LEHMAN BROS HLDG       6.85%    8/23/2032      7.25
LEHMAN BROS HLDG       6.88%     5/2/2018     13.75
LEHMAN BROS HLDG       6.88%    7/17/2037      0.01
LEHMAN BROS HLDG       6.90%     9/1/2032      5.00
LEHMAN BROS HLDG       7.00%    5/12/2023      7.50
LEHMAN BROS HLDG       7.00%    9/27/2027     13.50
LEHMAN BROS HLDG       7.00%    10/4/2032      7.50
LEHMAN BROS HLDG       7.00%    7/27/2037      9.10
LEHMAN BROS HLDG       7.00%    9/28/2037      4.00
LEHMAN BROS HLDG       7.00%   11/16/2037      4.35
LEHMAN BROS HLDG       7.00%   12/28/2037      8.09
LEHMAN BROS HLDG       7.00%    1/31/2038      8.70
LEHMAN BROS HLDG       7.00%     2/1/2038      7.75
LEHMAN BROS HLDG       7.00%     2/7/2038     10.13
LEHMAN BROS HLDG       7.00%     2/8/2038      4.75
LEHMAN BROS HLDG       7.00%    4/22/2038      4.60
LEHMAN BROS HLDG       7.05%    2/27/2038      9.00
LEHMAN BROS HLDG       7.10%    3/25/2038      4.00
LEHMAN BROS HLDG       7.25%    2/27/2038      7.25
LEHMAN BROS HLDG       7.25%    4/29/2038      4.00
LEHMAN BROS HLDG       7.35%     5/6/2038      7.00
LEHMAN BROS HLDG       7.73%   10/15/2023      9.10
LEHMAN BROS HLDG       7.88%    11/1/2009     11.75
LEHMAN BROS HLDG       7.88%    8/15/2010     13.50
LEHMAN BROS HLDG       8.05%    1/15/2019      8.06
LEHMAN BROS HLDG       8.50%     8/1/2015     10.00
LEHMAN BROS HLDG       8.50%    6/15/2022      8.09
LEHMAN BROS HLDG       8.75%   12/21/2021      1.12
LEHMAN BROS HLDG       8.75%     2/6/2023      4.00
LEHMAN BROS HLDG       8.80%     3/1/2015     10.00
LEHMAN BROS HLDG       8.92%    2/16/2017     10.00
LEHMAN BROS HLDG       9.50%   12/28/2022      8.00
LEHMAN BROS HLDG       9.50%    1/30/2023      8.50
LEHMAN BROS HLDG       9.50%    2/27/2023      4.00
LEHMAN BROS HLDG      10.00%    3/13/2023      7.88
LEHMAN BROS HLDG      10.38%    5/24/2024      6.16
LEHMAN BROS HLDG      11.00%   10/25/2017      5.00
LEHMAN BROS HLDG      11.00%    6/22/2022      7.55
LEHMAN BROS HLDG      11.50%    9/26/2022      6.60
LEHMAN BROS HLDG      12.12%    9/11/2009      8.63
LEHMAN BROS HLDG      18.00%    7/14/2023      7.13
LEHMAN BROS INC        7.50%     8/1/2026      1.00
LEINER HEALTH         11.00%     6/1/2012      0.53
LEVEL 3 COMM INC      11.50%     3/1/2010     50.00
LITHIA MOTORS          2.88%     5/1/2014     89.50
LITTLE TRAV BAY       10.25%    2/15/2014     29.88
LOCAL INSIGHT         11.00%    12/1/2017     22.75
LOEHMANNS CAP         12.00%    10/1/2011     45.38
LOEHMANNS CAP         13.00%    10/1/2011     46.38
MAGMA DESIGN           2.00%    5/15/2010     62.50
MAGNA ENTERTAINM       7.25%   12/15/2009     31.50
MAGNA ENTERTAINM       8.55%    6/15/2010     20.50
MAJESTIC STAR          9.50%   10/15/2010     25.06
MAJESTIC STAR          9.75%    1/15/2011      3.00
MANDALAY RESORT        6.38%   12/15/2011     37.75
MANDALAY RESORT        6.50%    7/31/2009     55.00
MANDALAY RESORTS       9.38%    2/15/2010     17.25
MASONITE CORP         11.00%     4/6/2015      2.75
MEDIANEWS GROUP        6.38%     4/1/2014      4.25
MEDIANEWS GROUP        6.88%    10/1/2013      4.25
MERCER INTL INC        9.25%    2/15/2013     35.00
MERISANT CO            9.50%    7/15/2013      3.00
MERIX CORP             4.00%    5/15/2013     24.50
MERRILL LYNCH         12.00%    3/26/2010     18.44
METALDYNE CORP        11.00%    6/15/2012     11.29
MGM MIRAGE             6.00%    10/1/2009     47.00
MGM MIRAGE             6.75%     9/1/2012     37.00
MGM MIRAGE             6.75%     4/1/2013     21.50
MGM MIRAGE             8.38%     2/1/2011      9.25
MGM MIRAGE             8.50%    9/15/2010     42.50
MICHAELS STORES       10.00%    11/1/2014     34.00
MICHAELS STORES       11.38%    11/1/2016     24.00
MILLENNIUM AMER        7.63%   11/15/2026      3.75
MOHEGAN TRIBAL         6.38%    7/15/2009     76.00
MOHEGAN TRIBAL         6.88%    2/15/2015     25.00
MOHEGAN TRIBAL         7.13%    8/15/2014     30.90
MOHEGAN TRIBAL         7.13%    8/15/2014     29.63
MOHEGAN TRIBAL         8.00%     4/1/2012     33.50
MOHEGAN TRIBAL         8.38%     7/1/2011     41.00
MOMENTIVE PERFOR      11.50%    12/1/2016     19.00
MORRIS PUBLISH         7.00%     8/1/2013      6.00
MRS FIELDS            10.00%   10/24/2014     25.00
MTR GAMING GROUP       9.00%     6/1/2012     50.25
MTR GAMING GROUP       9.75%     4/1/2010     74.00
NATL FINANCIAL         0.75%     2/1/2012     34.44
NCI BLDG SYSTEMS       2.13%   11/15/2024     72.00
NCO GROUP INC         11.88%   11/15/2014     10.00
NEFF CORP             10.00%     6/1/2015     20.13
NELNET INC             5.13%     6/1/2010     64.50
NELNET INC             7.40%    9/29/2036     14.13
NETWORK COMMUNIC      10.75%    12/1/2013     15.00
NEW PLAN EXCEL         7.40%    9/15/2009     80.26
NEW PLAN EXCEL         7.50%    7/30/2029     16.00
NEW PLAN REALTY        6.90%    2/15/2028     10.33
NEW PLAN REALTY        6.90%    2/15/2028      9.00
NEW PLAN REALTY        7.65%    11/2/2026     16.00
NEW PLAN REALTY        7.97%    8/14/2026     17.00
NEWARK GROUP INC       9.75%    3/15/2014     15.00
NEWPAGE CORP          10.00%     5/1/2012     24.50
NEWPAGE CORP          12.00%     5/1/2013     13.00
NORTEK INC             8.50%     9/1/2014     14.00
NORTEK INC            10.00%    12/1/2013     35.50
NORTH ATL TRADNG       9.25%     3/1/2012     19.50
NORTHERN TEL CAP       7.88%    6/15/2026     10.00
NTK HOLDINGS INC       0.00%     3/1/2014     12.00
NUVEEN INVEST          5.00%    9/15/2010     51.75
NUVEEN INVEST          5.50%    9/15/2015     15.00
NUVEEN INVESTM        10.50%   11/15/2015     21.90
OLD EVANGELINE        13.00%     3/1/2010     78.13
OSI RESTAURANT        10.00%    6/15/2015     24.75
OUTBOARD MARINE        9.13%    4/15/2017      3.00
PALM HARBOR            3.25%    5/15/2024     18.50
PANOLAM INDUSTRI      10.75%    10/1/2013     10.00
PARK PLACE ENT         7.50%     9/1/2009     60.25
PARK PLACE ENT         7.88%    3/15/2010     32.00
PARK PLACE ENT         8.13%    5/15/2011     23.50
PEGASUS SOLUTION      10.50%    4/15/2015     24.13
PILGRIMS PRIDE         9.25%   11/15/2013      7.00
PILGRIM'S PRIDE        8.38%     5/1/2017     25.00
PINNACLE AIRLINE       3.25%    2/15/2025     74.50
PLIANT CORP           11.63%    6/15/2009     40.25
PLY GEM INDS           9.00%    2/15/2012     17.50
PLY GEM INDS          11.75%    6/15/2013     40.00
POLYONE CORP           8.88%     5/1/2012     36.50
POPE & TALBOT          8.38%     6/1/2013      0.60
POWERWAVE TECH         1.88%   11/15/2024     22.50
POWERWAVE TECH         3.88%    10/1/2027     17.00
PREGIS CORP           12.38%   10/15/2013     39.63
PRIMUS TELECOM         3.75%    9/15/2010      3.88
PRIMUS TELECOM         8.00%    1/15/2014      5.00
PRIMUS TELECOMM       14.25%    5/20/2011     32.19
QUALITY DISTRIBU       9.00%   11/15/2010     39.00
QUANTUM CORP           4.38%     8/1/2010     44.50
RADIAN GROUP           7.75%     6/1/2011     41.12
RADIO ONE INC          6.38%    2/15/2013     14.73
RADIO ONE INC          8.88%     7/1/2011     32.00
RAFAELLA APPAREL      11.25%    6/15/2011     13.50
RAIT FINANCIAL         6.88%    4/15/2027     29.45
RATHGIBSON INC        11.25%    2/15/2014     18.88
READER'S DIGEST        9.00%    2/15/2017      8.50
REAL MEX RESTAUR      10.00%     4/1/2010     75.25
REALOGY CORP          10.50%    4/15/2014     20.50
REALOGY CORP          12.38%    4/15/2015     10.75
RECKSON OPERATNG       7.75%    3/15/2009     99.50
RENTECH INC            4.00%    4/15/2013     19.50
RESIDENTIAL CAP        8.00%    2/22/2011     35.00
RESIDENTIAL CAP        8.50%     6/1/2012     23.85
RESIDENTIAL CAP        8.50%    4/17/2013     15.00
RESIDENTIAL CAP        8.38%    6/30/2010     35.00
RESIDENTIAL CAP        8.50%    5/15/2010     65.75
RESTAURANT CO         10.00%    10/1/2013     48.00
RH DONNELLEY           6.88%    1/15/2013      3.63
RH DONNELLEY           6.88%    1/15/2013      3.63
RH DONNELLEY           6.88%    1/15/2013      3.63
RH DONNELLEY           8.88%    1/15/2016      5.25
RH DONNELLEY           8.88%   10/15/2017      5.50
RH DONNELLEY INC      11.75%    5/15/2015     13.75
RITE AID CORP          6.88%    8/15/2013     18.75
RITE AID CORP          6.88%   12/15/2028     12.75
RITE AID CORP          7.70%    2/15/2027     15.05
RITE AID CORP          8.13%     5/1/2010     59.25
RITE AID CORP          8.50%    5/15/2015     22.70
RITE AID CORP          8.63%     3/1/2015     22.50
RITE AID CORP          9.25%     6/1/2013      9.75
RITE AID CORP          9.38%   12/15/2015     26.19
RITE AID CORP          9.50%    6/15/2017     22.00
RIVER ROCK ENT         9.75%    11/1/2011     48.00
RJ TOWER CORP         12.00%     6/1/2013      1.00
ROUSE CO LP/TRC        6.75%     5/1/2013     29.59
ROUSE COMPANY          5.38%   11/26/2013     27.25
ROUSE COMPANY          7.20%    9/15/2012     31.00
SABRE HOLDINGS         7.35%     8/1/2011     39.00
SALEM COMM HLDG        7.75%   12/15/2010     50.00
SECURUS TECH          11.00%     9/1/2011     64.50
SEQUA CORP            11.75%    12/1/2015     14.96
SIMMONS CO             7.88%    1/15/2014     14.00
SINCLAIR BROAD         3.00%    5/15/2027     59.00
SINCLAIR BROAD         6.00%    9/15/2012     37.50
SIRIUS SATELLITE       3.25%   10/15/2011     44.00
SIRIUS SATELLITE       9.63%     8/1/2013     43.56
SIX FLAGS INC          4.50%    5/15/2015     15.25
SIX FLAGS INC          8.88%     2/1/2010     28.00
SIX FLAGS INC          9.63%     6/1/2014     16.50
SIX FLAGS INC          9.75%    4/15/2013     12.00
SMURFIT-STONE          8.00%    3/15/2017      7.00
SONIC AUTOMOTIVE       5.25%     5/7/2009     75.00
SONIC AUTOMOTIVE       8.63%    8/15/2013     30.97
SPACEHAB INC           5.50%   10/15/2010     51.10
SPECTRUM BRANDS        7.38%     2/1/2015     20.63
SPECTRUM BRANDS       12.50%    10/2/2013     24.94
SPHERIS INC           11.00%   12/15/2012     31.50
STALLION OILFIEL       9.75%     2/1/2015      9.38
STANDARD MTR           6.75%    7/15/2009     72.37
STANDRD PAC CORP       5.13%     4/1/2009    100.00
STANLEY-MARTIN         9.75%    8/15/2015     29.00
STATION CASINOS        6.00%     4/1/2012     29.50
STATION CASINOS        6.50%     2/1/2014      2.20
STATION CASINOS        6.63%    3/15/2018      5.25
STATION CASINOS        6.88%     3/1/2016      2.50
STONE CONTAINER        8.38%     7/1/2012      7.25
STRATEGIC HOTEL        3.50%     4/1/2012     34.44
SWIFT TRANS CO        12.50%    5/15/2017     11.00
TEKNI-PLEX INC        12.75%    6/15/2010     73.50
TENNECO AUTOMOT        8.63%   11/15/2014     13.00
TENNECO INC            8.13%   11/15/2015     16.00
TERPHANE HLDING       12.50%    6/15/2009     85.63
TERPHANE HLDING       12.50%    6/15/2009     85.63
TETON ENERGY COR      10.75%    6/18/2013     36.05
THORNBURG MTG          8.00%    5/15/2013     18.00
TIMES MIRROR CO        6.61%    9/15/2027      2.50
TIMES MIRROR CO        7.25%     3/1/2013      3.25
TIMES MIRROR CO        7.25%   11/15/2096      4.25
TIMES MIRROR CO        7.50%     7/1/2023      0.70
TOUSA INC              7.50%    3/15/2011      1.00
TOUSA INC              9.00%     7/1/2010      2.00
TOYS R US              7.63%     8/1/2011     37.99
TOYS R US              7.88%    4/15/2013     32.50
TOYS R US DEL          8.75%     9/1/2021     15.00
TRANS-LUX CORP         8.25%     3/1/2012     35.20
TRANSMERIDIAN EX      12.00%   12/15/2010      6.50
TRAVELPORT LLC        11.88%     9/1/2016     32.00
TRIBUNE CO             4.88%    8/15/2010      3.63
TRIBUNE CO             5.25%    8/15/2015      3.50
TRIBUNE CO             5.67%    12/8/2008      3.00
TRICO MARINE           3.00%    1/15/2027     14.00
TRICO MARINE SER       6.50%    5/15/2028     32.27
TRIMAS CORP            9.88%    6/15/2012     48.50
TRONOX WORLDWIDE       9.50%    12/1/2012     10.50
TRUE TEMPER            8.38%    9/15/2011     37.25
TRUMP ENTERTNMNT       8.50%     6/1/2015     10.50
TRW AUTOMOTIVE         7.00%    3/15/2014     28.09
TUBE CITY IMS          9.75%     2/1/2015     16.00
UAL CORP               4.50%    6/30/2021     38.92
UAL CORP               5.00%     2/1/2021     59.88
UNION CARBIDE          6.70%     4/1/2009     99.51
UNISYS CORP            6.88%    3/15/2010     40.00
UNISYS CORP            8.00%   10/15/2012     21.75
UNISYS CORP            8.50%   10/15/2015     24.05
UNISYS CORP           12.50%    1/15/2016     27.00
UNITED COMPONENT       9.38%    6/15/2013     39.50
UNIV CITY DEVEL       11.75%     4/1/2010     74.25
UNIV CITY FL HLD       8.38%     5/1/2010     70.00
UNIVERSAL FOODS        6.50%     4/1/2009     91.50
UNIVISION COMM         7.85%    7/15/2011     55.00
US AIRWAYS GROUP       7.00%    9/30/2020     59.68
US CONCRETE INC        8.38%     4/1/2014     38.02
US LEASING INTL        6.00%     9/6/2011     12.52
US SHIPPING PART      13.00%    8/15/2014     34.50
USFREIGHTWAYS          8.50%    4/15/2010     50.50
VENOCO INC             8.75%   12/15/2011     52.50
VERASUN ENERGY         9.38%     6/1/2017      3.06
VERENIUM CORP          5.50%     4/1/2027     25.50
VERSO PAPER           11.38%     8/1/2016     17.50
VESTA INSUR GRP        8.75%    7/15/2025      1.00
VICORP RESTAURNT      10.50%    4/15/2011      3.00
VISTEON CORP           7.00%    3/10/2014      4.00
VISTEON CORP           8.25%     8/1/2010      6.00
VISTEON CORP          12.25%   12/31/2016      7.99
VITESSE SEMICOND       1.50%    10/1/2024     50.03
WASH MUT BANK NV       5.55%    6/16/2010     22.17
WASH MUTUAL INC        8.25%     4/1/2010     55.00
WATERFORD GAMING       8.63%    9/15/2014     27.13
WCI COMMUNITIES        4.00%     8/5/2023      2.10
WCI COMMUNITIES        6.63%    3/15/2015      3.19
WCI COMMUNITIES        9.13%     5/1/2012      0.50
WILLIAM LYONS          7.50%    2/15/2014     13.00
WILLIAM LYONS          7.63%   12/15/2012     17.00
WILLIAM LYONS         10.75%     4/1/2013     12.00
WIMAR OP LLC/FIN       9.63%   12/15/2014      1.76
WOLVERINE TUBE        10.50%     4/1/2009     81.00
XM SATELLITE           9.75%     5/1/2014     29.84
XM SATELLITE          10.00%    12/1/2009     75.00
XM SATELLITE          10.00%   12/31/2009     38.00
XM SATELLITE          13.00%     8/1/2013     46.79



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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