TCR_Public/090310.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 10, 2009, Vol. 13, No. 68

                            Headlines


ANDERSON NEWS: Publishers Ask for Chapter 7 Trustee
ARIEL FUND: Seeks Lift of Restraining Order in NY University Suit
ASARCO LLC: Confirms Deal for Sale of Operating Assets to Sterlite
ASARCO LLC: Americas Mining Seeks Disposition of Tax Sharing Pact
ASARCO LLC: Parent Drops 5th Circuit Appeal on USW Labor Pact

ASARCO LLC: Seeks to Void Air Permits on Closure of El Paso Plant
AUTOBACS STORES: To Conduct Own GOB Sales for 12 Stores
BANK OF AMERICA: Merrill Lynch Discovers Irregularity in Trading
BANK OF AMERICA: Andrew Cuomo Wants Bonus Recipients Disclosure
BEARINGPOINT INC: Taps Wiley Rein as Government Contracts Counsel

BEAZER HOMES: Projected Weak Cash Flow Cues Moody's Junk Rating
BELL BUSINESS: Case Summary & 33 Largest Unsecured Creditors
BELO CORPORATION: S&P Gives Negative Outlook; Affirms BB- Rating
BERNARD L. MADOFF: Ariel Asks Court to Lift Restraining Order
BERRY PETROLEUM: S&P Retains Negative Watch on 'BB-' Corp. Rating

BROWN SHOE: S&P Downgrades Corporate Credit Rating to 'B'
BUDGET WASTE: To Seek Creditor Protection Under CCAA
BUFFETS HOLDING: Existing Lenders to Participate in Exit Financing
CANADIAN SUPERIOR: Gets CCAA Protection Until March 25
CAPMARK FINANCIAL: S&P Puts Servicer Rankings on Negative Watch

CASH TECHNOLOGIES: Receives Delisting Notice From NYSE
CDX GAS: Wants Interim Nod to Use Cash Collateral Until March 27
CELLU TISSUE: S&P Puts 'B' Corp. Credit Rating on Negative Watch
CHANGING WORLD TECH: Files for Chapter 11 in New York
CINRAM INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'B'

CIRCUIT CITY: Seeks to Sell Trademarks, InterTAN to Bell Canada
CIRCUIT CITY: Canada Creditors Could Recover 100%, Says Monitor
CHALLENGER ENERGY: Receives Delisting Letter From NYSE Alternext
CIRCUIT CITY: One Liberty Records $5.2MM Charge on Rejected Leases
COLLINS & AIKMAN: S&P Puts B+ Neg. Watch on Debt-EBITDA Concerns

COTT CORP: Appoints Jerry Fowden to Board of Directors
DE CORO LIMITED: Financial Woes Cue Chapter 15 Filing
DE CORO LIMITED: Voluntary Chapter 15 Case Summary
DELTA AIR LINES: Renames Airport Lounges as Delta Sky Clubs
DIAMOND GLASS: Reaches Plan Confirmation Settlement

EARTH BIOFUELS: Board Stops Reverse Split of Common Stock
EMPORIA PREFERRED I: Moody's Has Not Withdrawn Ratings on Notes
EMPORIA PREFERRED III: Moody's Hasn't Withdrawn Notes Ratings
ENERGY PARTNERS: Gets Non-Compliance Notice From MMS
EXACT SCIENCES: Receives NASDAQ Non-Compliance Notice

FIRST INDUSTRIAL: S&P Downgrades Corporate Credit Rating to 'BB'
FORD MOTOR: Union Okays Cost-Cutting Changes in Labor Agreement
GENERAL GROWTH: Rouse Unit Seeks Forbearance From Noteholders
GENERAL GROWTH: Defers Payment of Unsec. Debt to Keep Liquidity
GENERAL MOTORS: Republican Lawmakers Want Federal Aid Stopped

GOODYEAR TIRE: Fitch Affirms Issuer Default Rating to 'BB-'
HARGRAY COMMUNICATIONS: Moody's Affirms 'B2' Corp. Family Rating
HARMAN INTERNATIONAL: S&P Affirms Corporate Credit Rating to BB+
HARRAH'S ENTERTAINMENT: S&P Downgrades Corp. Credit Rating to CC
HARRAH'S OPERATING: S&P Cuts Corp. Credit Rating to 'CC'

HEREFORD BIOFUELS: Parent to "Go Dark" and Deregister With SEC
HOVNANIAN ENTERPRISES: Weak Cash Flow Cues Moody's Junk Rating
INSITE VISION: To Appeal NYSE Decision to Delist Shares
INTERLAKE MATERIAL: Gets Court OK to Sell Biz to Mecalux for $30MM
INTERNATIONAL COAL: S&P Affirms Corporate Credit Rating at 'B-'

JOHN KING: Court Dismisses Chapter 7 Bankruptcy Case
KINGSLEY CAPITAL: Files Second Amended Disclosure Statement
LANDAMERICA ASSESSMENT: Case Summary & 20 Top Unsecured Creditors
LEUCADIA NATIONAL: Moody's Cuts Rating on $98 Mil. Notes to 'B2'
LYONDELL CHEMICAL: Houston Refining Unit Sues Koch for $11.3MM

LYONDELL CHEMICAL: Sues Air Products on Attempt to Get Payment
LYONDELL CHEMICAL: To Cease Filing Reports with the SEC
LYONDELL CHEMICAL: ConocoPhillips Appeals Injunction Order
LYONDELL CHEMICAL: Reject Lease Agreements, 3 Pipeline Pacts
MAGNA ENTERTAINMENT: Receives Interim OK to Access $62MM Facility

MAGNA ENTERTAINMENT: Taps Weil Gotshal as Lead Bankruptcy Counsel
MAGNA ENTERTAINMENT: Wants Miller Buckfire as Investment Banker
MAGNA ENTERTAINMENT: Wants to Hire Richards Layton as Co-Counsel
MCCLATCHY CO: Cuts 15% of Jobs & Reduces Exec Bonuses Under Plan
MDRNA INC: Receives Delisting Notice From NASDAQ

MEDIACOM COMMUNICATIONS: Receives Letter from Nasdaq
MERISANT WORLDWIDE: Proposes Incentives for 437 Key Employees
METROPOLITAN NASHVILLE: Moody's Assigns Rating on $33.6MM Bonds
MONACO COACH: Wants to Access Lenders' Cash Collateral
MONACO COACH: Seeks Omni Management as Claims Agent

MORTGAGES LTD: Hearing on Disclosure Statement Set for April 6
MOTOROLA INC: Ex-CFO Paul Liska Says He Was Wrongfully Terminated
MUVICO THEATERS: May File for Bankruptcy Protection
NAVISTAR INT'L: Will Present 1st Quarter Results on March 11
NAVISITE INC: Nasdaq to Hear Appeal on Delisting on April 23

NELSON RE: Moody's Reviews 'B3' Rating on Class G Notes
NEW YORK TIMES: Inks $225MM Sale-Leaseback for Part of HQ Building
NEXSTAR BROADCASTING: Says Revenues Up 12% in 4th Quarter 2008
NOVA BIOSOURCE: Receives Additional Notice From NYSE
NORTEL NETWORKS: Wins Court Nod to Award Non-Executive Bonuses

OCEAN VILLAGE: Case Summary & Six Largest Unsecured Creditors
PACIFIC ENERGY: Files for Chapter 11 to Facilitate Restructuring
PACIFIC ENERGY: Case Summary & 35 Largest Unsecured Creditors
PALATIN TECHNOLOGIES: Listing Compliance Plan Accepted by NYSE
PANDA ETHANOL: To "Go Dark" and Deregister With the SEC

PILGRIM'S PRIDE: Committee Sues Cobank to Invalidate Liens
PLASTECH ENGINEERED: Reko Gets $1.2MM for Pre-Bankruptcy Goods
PLIANT CORP: Deregisters Series AA Preferred Stock
PSYCHIATRIC SOLUTIONS: Moody's Puts Ba3 Rating on $200MM Revolver
REDCORP VENTURES: Obtains CCAA Protection Until April 3

REDCORP VENTURES: Files Chapter 15 Petition in Seattle
RICHARD BOKAVICH: Puts Dealership on Sale After Bankruptcy Filing
RIVER WEST MEDICAL: Files for Chapter 11 Bankruptcy Protection
RIVIERA HOLDINGS: Moody's Junks Corporate Family Rating from 'B3'
ROBBINS BROS: Taps Deloitte FAS as Bankruptcy Reporting Advisor

ROBBINS BROS: Taps Omni Management as Claims and Noticing Agent
ROBBINS BROS: Wants to Hire Pachulski Stang as Bankruptcy Counsel
ROBBINS BROS: Seeks to Employ Deloitte Tax As Advisors
SIRIUS XM RADIO: Liberty Media Closes Investment
SMITH MOUNTAIN: Failure to Find Buyer Leads to Bankruptcy

SMURFIT-STONE: Creditors Seek Return of Pre-Bankruptcy Deliveries
SMURFIT-STONE: Gets Go-Signal to Hire Lazard As Investment Banker
SMURFIT-STONE: Required to Obtain Workers' Insurance in Florida
SMURFIT-STONE: To Walk Away From 31 Leases & 78 Contracts
SOLSTICE LLC: Files for Chapter 11 in Manhattan

SOLSTICE LLC: Case Summary & 20 Largest Unsecured Creditors
SPIRE CORP: Receives Notice of Non-Compliance from Nasdaq
STANDARD PACIFIC: Weak Cash Flow Cues Moody's Junk Rating from B2
STERLING MINING: In Talks with Minco to Settle Lease Dispute
STRUCTURAL INVESTMENTS: Involuntary Chapter 11 Case Summary

THIELE MANUFACTURING: In Dispute With Union After Chap. 11 Filing
VALLEJO CITY: Loses $4.2MM Economic Dev't Administration Grant
VICORP RESTAURANTS: Wants Plan Filing Period Extended to June 4
VISTEON CORP: Fitch Downgrades Issuer Default Rating to 'C'
WHIRLPOOL CORP: S&P Assigns 'BB+' Subordinated Debt Rating

WHOLE FOODS: Federal Trade Settlement Won't Affect Moody's Rtngs.
WOOD STRUCTURES: Files for Chapter 11 in Portland, Maine
YANKEE CANDLE: Jan. 3 Balance Sheet Upside-Down by $2.82 Million
YELLOWSTONE CLUB: Court Defers Plan Process Until April 1
YOUNG BROADCASTING: Gets Final Approval to Use Cash Collateral

* Hearing on BAPCPA's 7-Month Lease Rule Set for March 11
* Junk Default Rate Rises to 5.2% in February, Says Moody's
* Moody's Comments on Deep Discount Substitution Amendments

* Greenhill Forms Financing Advisory & Restructuring Group

* Large Companies With Insolvent Balance Sheets


                            *********


ANDERSON NEWS: Publishers Ask for Chapter 7 Trustee
---------------------------------------------------
Four publishing companies owed a combined $37.5 million asked the
U.S. Bankruptcy Court, District of Delaware to appoint an interim
trustee in Anderson News LLC's Chapter 7 case.

The publishers, Hachette Book Group, HarperCollins Publishers,
Random House Inc., and Simon & Schuster Inc., were the same
entities that filed an involuntary Chapter 7 petition for Anderson
news.  Anderson News has 20 days from the petition date to object
to the bankruptcy filing.

According to Bloomberg's Bill Rochelle, the publishers say they
learned on Feb. 19 that Anderson was shutting down and the assets
would be applied to a secured loan from Sun Trust Bank.  The
creditors say the bank loan is $60 million.

The publishers, Mr. Rochelle says, want a trustee to take over
immediately because they don't know what's happening with $200
million of inventory.

Anderson News LLC is a sales and marketing company for books and
magazines.


ARIEL FUND: Seeks Lift of Restraining Order in NY University Suit
-----------------------------------------------------------------
Zachery Kouwe at The New York Times reports that lawyers for J.
Ezra Merkin have asked the Hon. Richard Lowe of the New York State
Supreme Court to modify a temporary restraining order restricting
Ariel Fund Ltd., from recouping losses it suffered from its
investment with Bernard L. Madoff Investment Securities LLC.

According to NY Times, the lawyers for Ariel Fund at Schulte, Roth
& Zabel requested for a court hearing to lift or modify the
restraining order because they were unable to work out a
compromise with New York University.  The NY Times relates that
the university has filed a lawsuit against Ariel Fund for
investing with Mr. Madoff.  Chad Bray at The Wall Street Journal
reports the university is seeking the appointment of a receiver
for Ariel Fund and that any improper payments to Mr. Merkin be
returned and his deferred compensation not be paid.

NY Times quoted Mr. Merkin's lawyers as saying, "Simply stated,
there is no legal or factual basis for this Court or Plaintiff to
interfere with the operations of the Fund -- which, as noted, has
not been adjudicated liable for anything, and, indeed, is not even
alleged to be liable."

NY Times states that Judge Lowe extended the restraining order in
February, barring Mr. Merkin from selling any of the $700 million
in assets remaining in Ariel Fund and other funds controlled by
his firm, Gabriel Capital.  The restraining order, says the
report, was originally put in place on December 24, 2008.  Since
then, Mr. Merkin hadn't been able to pay expenses including rent,
telephone bills, year-end bonuses, and health insurance premiums
for his workers, the report state.  According to the report, Judge
Lowe then amended the restraining order in January 2009 to allow
Ariel Fund to pay some of its bills.

WSJ states that Howard Schiffman, the attorney for Ariel Fund, has
described the company as being "hamstrung" by the order, as it
places "severe restrictions" on the fund's ability to operate and
the university has been unwilling to agree to a modification in
the order.

NY Times relates that Mr. Merkin's lawyers said that the
restraining order is preventing Ariel Fund from paying its lawyers
to file claims with the Securities Investor Protection
Corporation, which is liquidating Bernard L. Madoff Investment.
NY Times, citing the lawyers, states that the restraining order
also stops Ariel Fund from paying advisers to help liquidate the
remaining non-Madoff assets in the fund.  The lawyers also
complained that Ariel Fund couldn't pay legal counsel to help it
cooperate with continuing investigations into the Madoff fraud
because of the order, the report states.

Mr. Merkin said he will wind down the fund, WSJ reports.

                     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.

                         About Ariel Fund

Ariel Fund Ltd. is a hedge fund founded and controlled by J. Ezra
Merkin.


ASARCO LLC: Confirms Deal for Sale of Operating Assets to Sterlite
------------------------------------------------------------------
ASARCO LLC reported that it has signed a new agreement to sell
substantially all of its operating assets to Sterlite (USA), Inc.,
a subsidiary of Sterlite Industries (India) Ltd. and Vedanta
Resources plc.  The sale price is $1.1 billion cash plus a senior
secured, non-interest bearing promissory note for $600 million,
payable over nine years.  The principal amount of the note is
subject to adjustment post-closing based on a reconciliation of
ASARCO's working capital.

The operating assets to be sold include three copper mines,
associated mills and SX-EW plants in Arizona; a copper smelter in
Arizona; and a copper refinery, rod and cake plants and precious
metals plant in Texas.  The sale is part of ASARCO's plan to
reorganize under chapter 11 of the U.S.  bankruptcy code.

Two letters of credit totaling $100 million, issued by ABM AMRO
Chicago for the benefit of ASARCO, secure this agreement.  An
additional $25 million letter of credit will be issued if the
bankruptcy court approves the disclosure statement for ASARCO's
reorganization plan.  Sterlite Industries (India) Ltd. guarantees
the purchaser's performance under the new agreement.  Upon
closing, ASARCO will release Sterlite from any claims arising out
of the first purchase and sale agreement signed in May 2008.

"Reaching this agreement in such difficult economic times is a
tribute to our Board of Directors and principal creditor groups,"
said Joseph F. Lapinsky, President and Chief Executive Officer of
ASARCO.  "It is satisfying to see months of negotiations finally
bear fruit in an agreement that achieves value for all concerned,"
he continued.

Until the bankruptcy court approves certain portions of the new
agreement, ASARCO is permitted to solicit and negotiate other
offers under a "go shop" provision.  Following court approval, a
"no shop" restriction goes into effect; but ASARCO's Board of
Directors retains a "fiduciary out," enabling it to consider and
pursue any superior alternative proposed transaction.  ASARCO
expects this court approval to occur by April 15, 2009.

The entire agreement is subject to later approval of the
bankruptcy court in connection with the confirmation of ASARCO's
plan of reorganization, which will enable ASARCO to conclude its
chapter 11 case.

ASARCO is an integrated copper mining, smelting and refining
company based in Tucson, AZ with approximately 2,500 employees.
Formerly known as American Smelting and Refining Company, ASARCO
is 110 years old and currently is the third largest copper
producer in the United States.  It sold 237,000 tons of refined
copper in 2008 and had revenues of approximately $1.9 billion.
ASARCO's mines currently have estimated reserves of approximately
5 million tons of contained copper.

Sterlite Industries is an Indian non-ferrous metals and mining
company with interests and operations in aluminum, copper, zinc
and lead.  It is a subsidiary of Vedanta Resources plc, a London-
based diversified FTSE 100 metals and mining group company.

Barclays Capital acted as financial advisor and Baker Botts L.L.P.
acted as legal advisor to ASARCO in this transaction.

RBS Securities, a part of the RBS Group, acted as financial
advisor and Shearman & Sterling acted as legal advisor to Sterlite
in this transaction.

                         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: Americas Mining Seeks Disposition of Tax Sharing Pact
-----------------------------------------------------------------
Americas Mining Corporation and Asarco Incorporated renewed a
request asking the U.S. Bankruptcy Court for the Southern District
of Texas to compel ASARCO LLC to assume or reject the parties' tax
sharing agreement, pursuant to Section 365(d)(2) of the Bankruptcy
Code.

Asarco Inc. ("The Parent") and ASARCO LLC are parties to a tax
sharing agreement dated January 22, 2004, which governs the
parties' rights and obligations vis a vis each other with regard
to taxes.  Specifically, the Parent pays taxes and receives tax
refunds on behalf of ASARCO LLC and its subsidiaries.  In turn,
ASARCO LLC is obligated to reimburse the Parent for ASARCO LLC's
taxes.  ASARCO LLC is also entitled to receive refunds, less
certain professional fees, related to its business operations.
The parties' tax liabilities constitute substantial obligations
each year.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, relates that the Parent filed the original
request to compel ASARCO LLC to take a position on the TSA and to
achieve certainty in the Parent's own tax planning.  The Court
subsequently denied the original request, but stated that it
might want to rethink the issue in the future.  Since that time,
three tax years, 2006 through 2008, have come and gone.

Judge Richard S. Schmidt fixed September 19, 2008, as the bar date
for parties to file administrative claims.  To comply with the
Administrative Claims Bar Date, the Parent timely filed its
administrative claim for taxes for years the 2006, 2007 and 2008,
aggregating $514,000,000, which is the same number used by ASARCO
LLC in its projections of liabilities.  On January 9, 2009, the
Debtor filed an objection to the Parent's Claim No. 18571.

To resolve the Parent's Administrative Claim, the Court and the
Parent need to know what position ASARCO LLC intends to take with
respect to the TSA, hence, the renewed request, Mr. Beckham
relates.

"The Debtor has vacillated on the issue of whether to assume or
reject the TSA for two and a half years, clearly in an effort to
preserve the alternatives of relying on the TSA to claim
ownership of tax refunds and rejecting the TSA to avoid its tax
liability for future years," Mr. Beckham tells the Court.  "Given
the pending litigation and the substantial time that has gone by,
Debtor has had ample opportunity to weight its options," he
avers.

The uncertainty of the issue continues to interfere with the
Parent's ability to engage in effective tax planning, Mr. Beckham
notes.  Hence, the Parent urges the Court to compel ASARCO LLC to
assume or reject the TSA, so that the tax issues can be resolved
between the parties once and for all.

            AMC Wants TSA-Related Requests Consolidated

Americas Mining and ASARCO Incorporated also ask the Court to
consolidate:

  (1) The Adversary Proceeding initiated by ASARCO LLC against
      AMC and other defendants relating to a Tax Sharing
      Agreement between AMC and ASARCO LLC;

  (2) The Parent's renewed request to compel the Debtors to
      assume or reject the TSA pursuant to Section 365(d)(2) of
      Bankruptcy Code; and

  (3) ASARCO LLC's objection to the Parent's Claim No. 18571.

Mr. Beckham relates that each of the matters for consolidation
concerns the parties' rights and obligations with regard to taxes,
and is contingent upon or inherently related to the TSA.  As
ASARCO LLC has previously acknowledged in its own briefing, Mr.
Beckham reiterates that the matters are "closely intertwined," and
the resolution of one matter will inevitably impact, or possibly
moot, the other matters.  He maintains that consolidation of the
subject disputes is appropriate as it is expected to effect a
just, expeditious and complete resolution of the parties' disputes
over taxes and tax refunds.

Deciding the issues in one consolidated proceeding will avoid the
potential harm of which ASARCO LLC complained when the Parent
filed the original request to compel in 2006, Mr. Beckham
asserts.  ASARCO LLC previously expressed concern that a decision
to assume or reject the TSA is premature because the tax refund
adversary proceeding had not been resolved, and that the parties
had not yet had the opportunity to gain "clarity on the TSA."

"But two and a half years have passed since the initial Motion to
Compel was filed, and the parties have briefed the TSA repeatedly
in the Tax Refund Adversary, giving the Court the opportunity to
make a fully informed decision about which party is the rightful
owner of the Tax Refund," Mr. Beckham points out.  "The Court
should not decide these issues in a vacuum - it should address
and resolve all three matters at once, in a just and expeditious
manner, through consolidation," he continues.

                         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: Parent Drops 5th Circuit Appeal on USW Labor Pact
-------------------------------------------------------------
Charles R. Fulbruge III, Clerk of the U.S. Court of Appeals for
the Fifth Circuit, at the direction of the Appellate Court,
ordered that appellant Asarco Incorporated's unopposed request to
dismiss the appeal, pursuant to Rule 42.4 of the Fifth Circuit,
is granted without prejudice to the right of either party to
reinstate the appeal within 180 days.

Mr. Fulbruge noted that an additional period of 180 days from the
"expirational date" will be allowed for applying for relief from
a dismissal with prejudice resulting from mistake, inadvertence
or excusable neglect of counsel or a pro se litigant.

Asarco Incorporated previously notified the U.S. District Court
for the Southern District of Texas that it would take an appeal
to the Appellate Court from the final judgment entered by the
District Court, affirming the order of the U.S. Bankruptcy Court
for the Southern District of Texas holding that (i) ASARCO LLC
properly exercised its reasonable business judgment by entering
into the new collective bargaining agreement with the United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union, AFL-CIO, and
(ii) the New CBA does not constitute a sub rosa plan of
reorganization.

In January 2007, the United Steelworkers and a coalition of other
unions reached a tentative agreement with ASARCO on a new contract
covering 1,600 hourly workers.

Union members had continued working for over a year without a
contract and struck ASARCO for 19 weeks in 2005.  With copper
prices at record highs, union members agreed to a one-year
contract with a wage-freeze to gain assurances that if one or more
of the company's operations were sold, the buyers would retain the
employees and bargain new labor agreements.

The agreement includes:

    -- a single agreement covering five locations and the
       coalition of unions, expiring on June 30, 2010;

    -- strong successorship protections in the event of a sale
       of the company;

    -- substantial union influence over any plan of
       reorganization of the company;

    -- restrictions on the company's ability to outsource work;

    -- a requirement that the company remain neutral in future
       union organizing campaigns and will grant recognition on
       the basis of a card-check;

    -- at least one and most likely two union-nominated members
       on the company's board of directors, upon its emergence
       from bankruptcy;

    -- commitments that the company will invest in the business
       and that no money can be taken out of the company unless
       strict standards are met;

    -- $3,000 ratification bonus;

    -- $1.00 per hour wage increase, retroactive to January 1,
       2007;

    -- $1.00 per hour wage increases, effective September 30,
       2008, and 2009;

    -- quarterly bonuses tied to the price of copper;

    -- a 20% increase in the pension formula;

    -- no increase in active health care or drug contributions;

    -- a new SUB Plan and insurance continuation for employees
       who are laid off;

    -- improvement in other benefit plans; and

    -- restoration of most of the health care benefits for
       previous retirees whose benefits were cut unilaterally by
       ASARCO in August 2003, and a sizeable reduction in
       monthly contributions.

Approximately 1,600 employees are covered by the agreement at five
locations in Arizona and Texas.  Contracts covering approximately
800 hourly employees originally expired on July 1, 2004, between
ASARCO and unions at the company's facilities in Amarillo, Texas;
Hayden, Arizona; Sahuarita, Arizona, (Mission mine) and Marana,
Arizona, (Silver Bell mine).  The labor agreement between ASARCO
and unions covering approximately 800 hourly employees at the
company's Ray Copper mine originally expired on July 1, 2005.

The unions representing workers at ASARCO included the United
Steelworkers, International Brotherhood of Electrical Workers,
Machinists, Boilermakers, Teamsters, Operating Engineers,
Millwrights and Pipefitters.

                         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 Void Air Permits on Closure of El Paso Plant
-----------------------------------------------------------------
In a letter to the Texas Commission on Environmental Quality,
Thomas L. Aldrich, ASARCO LLC's vice president of environmental
affairs, asks the TCEQ Air Permits Division to void four of
ASARCO's air permits and pending applications:

  (1) Air Quality Permit No. 20345;

  (2) Air Quality Permit No. 4151;

  (3) Pending Application to Renew Air Quality Permit No. 4151;
      and

  (4) Pending Application for Federal Operating Permit No. 2871.

"For the immediate future, Asarco will continue to maintain
personnel on-site to oversee remediation and plant closure
activities.  Asarco has been communicating regularly with TCEQ's
Remediation Division about on-site remediation efforts, and the
Company will continue to do so," Mr. Aldrich wrote.

ASARCO released a statement on February 3, 2009, informing the
Texas Commission on Environmental Quality that it does not intend
to reopen its El Paso, Texas Copper Plant.  ASARCO noted that the
decision is based on the dramatic downturn of the world economy in
the last six months.

        TCEQ Says $52-Mil. Cleanup Budget is Sufficient

Ramon Bracamontes of the El Paso Times reports that TCEQ is
confident that the $52 million budget is sufficient to address
clean-up efforts on the site in light of current site conditions
and waste characterization.

Sen. Shapleigh and other concern citizens of El Paso, however,
said that the budget may not be enough.  If ASARCO does not put
aside enough money, taxpayers would end up paying to clean up the
Debtor's mess, Sen. Shapleigh was quoted by the El Paso Times.
Sen. Shapleigh also said that he would continue to fight to
obtain documents from TCEQ over its dealings with ASARCO.

                Texans Celebrate ASARCO Plant Closure

The office of Texas Senator Eliot Shapleigh, together with
various El Paso civic organizations, celebrated their success in
opposing the reopening of ASARCO LLC's El Paso, Texas Cooper
Plant last February 21, 2009.  The event was dubbed "A Day in the
Sun: Adios Asarco, Hello Future," held at the University of Texas
at El Paso campus.  Students for Reform, Get the Lead Out
Coalition and neighborhood associations, along with Sen.
Shapleigh's, among others hosted the event.

"Now, we can move to a new era of better jobs, clean skies and
healthier neighborhoods.  Winning this battle with ASARCO is as
important to our future as creating the medical school.  Since
the 1880's, ASARCO has defined our past -- now our talent and
aspirations will define our future," Sen. Shapleigh wrote on his
Web site.

According to the El Paso Times, during the celebration, students
gave presentations on proposed uses for ASARCO LLC's property,
including using the property for a stadium, creating a large
inner-city park space, building a renewable energy plant at the
land, and creating a research park for the UTEP campus.

"Our future is going to be decided on what we do with this site,"
Sen. Shapleigh is quoted by El Paso Times.  "We didn't come this
far to be left with a permanently polluted site that has no
uses," he added.

                         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)


AUTOBACS STORES: To Conduct Own GOB Sales for 12 Stores
-------------------------------------------------------
Bill Rochelle of Bloomberg reports that Strauss Discount Auto is
closing 12 of its 86 stores.  According to his report, rather than
hire a liquidator, the company, formally named Autobacs Strauss
Inc., decided to run its own going-out-of-business sales to
conclude by May 31.

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Debtor operate 86 retail store locations and has about 1,450
employees.  The Debtor filed for Chapter 11 protection on Feb. 4,
2009, (Bankr. D. Del. Case No.: 09-10358).  Edward J. Kosmowski,
Esq. at Young Conaway Stargatt & Taylor, LLP represents the Debtor
in its restructuring efforts.  As of Jan. 3, 2009, the Debtor had
total assets of $75,000,000 and total debts of $72,000,000.


BANK OF AMERICA: Merrill Lynch Discovers Irregularity in Trading
----------------------------------------------------------------
Marietta Cauchi at The Wall Street Journal reports that Merrill
Lynch said on Friday that it had informed regulators that it found
an irregularity during a recent review of its trading positions.

The New York Times relates that risk officers discovered three
weeks ago that a London currency trader who had recorded a trading
profit of $120 million for the fourth quarter may instead have
lost a large amount.

The Financial Times relates that Merrill Lynch has suspended the
currency trader after he ran up suspected losses of more than $400
million and trades on Norwegian and Swedish currencies went wrong.
According to Luke Baker at Reuters, the losses will cause more
financial headaches for Bank of America.  Merrill Lynch said in a
statement, "Senior managers of the business are focused on the
issue and believe the risks surrounding possible losses are under
control."

The New York Times notes that Bank of America was probing whether
Merrill Lynch had delayed booking trading losses until hefty
bonuses were approved and the buyout deal was sealed.  WSJ relates
that unexpected losses at Merrill Lynch have hurt Bank of
America's share price and spurred calls for the resignation of CEO
Kenneth Lewis.

Reuters relates that Irish regulators said that they were
investigating the "mispricing of trades" at Merrill Lynch's London
branch.  The regulators, says the report, heard of the issue in
February.  The report states that Ireland's regulator said it was
liaising with the financial authorities in Britain and the U.S.

Merrill Lynch, WSJ states, said that it was working with
authorities to investigate the issue.

                       About Bank of America

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

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

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).


BANK OF AMERICA: Andrew Cuomo Wants Bonus Recipients Disclosure
---------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that the New York
Attorney General Andrew Cuomo and U.S. House Financial Services
Committee Chairperson Barney Frank have demanded that Bank of
America Corp. immediately submit information on individuals who
received bonuses of $1 million or more at Merrill Lynch & Co. last
year.

WSJ notes that Mr. Cuomo's office is investigating disclosures
related to the timing and nature of more than $3.6 billion in
bonus payments made before BofA's merger with Merrill Lynch closed
in 2008.  WSJ states that Messrs. Cuomo and Frank said in a letter
to BofA CEO Kenneth Lewis that the bank distributed a pool of more
than $3.3 billion in bonuses.  Mr. Cuomo's office, according to
WSJ, has subpoenaed BofA for a list of individuals who received
bonuses and the amount of those awards.

WSJ relates that BofA has asked a judge in New York to restrict
Mr. Cuomo in disclosing details about who received bonuses at
Merrill Lynch and the testimony given by former Merrill Lynch CEO
John A. Thain.  Citing BofA, WSJ says that publicly releasing
details about who received bonuses and how much the awards were
would cause the bank harm and put it at a competitive
disadvantage.

BofA, WSJ reports, has previously said it has offered to provide
the bonus data if Mr. Cuomo's office would agree to a
confidentiality agreement.  WSJ relates that Mr. Cuomo's office
has declined to do so.  WSJ quoted Messrs. Cuomo and Frank as
saying, "We believe that as a matter of transparency and
disclosure, taxpayers have a right to know where their tax dollars
go once received by TARP recipients.  Accordingly, all TARP
recipient institutions should disclose individualized executive
bonus information to taxpayers."

According to WSJ, BofA has received $45 billion from the
government program, including $10 billion that Merrill Lynch was
slated to receive if the merger had failed.

"The March 9 letter is far broader, and goes beyond Merrill Lynch
to include all TARP recipients, including Bank of America.  Bank
of America has continued to offer to share Merrill Lynch bonus
information with the New York Attorney General's office subject to
a reasonable confidentially agreement," BofA said in a statement.

                       About Bank of America

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

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

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).


BEARINGPOINT INC: Taps Wiley Rein as Government Contracts Counsel
-----------------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Wiley Rein LLP as their special government contracts
counsel.

Wiley Rein will provide services related to:

   a) handling every aspect of government contracting, including
      prime contracts, sub-contracts, teaming agreements,
      alliance agreements, bid protests; existing and potential
      claims and disputes; terminations; false claims litigation;
      mergers and acquisitions; suspension and debarment matters;
      compliance programs, audits and reviews; internal and other
      investigations; "data rights" and intellectual property;
      cost accounting; general government contracts counseling;
      and employment issues uniquely affecting government
      contractors, and

   b) all other necessary legal services and advice, including,
      without limitation, preparation of all required fee
      applications and related filings.

Alexander M. Laughlin, a partner at Wiley Rein, tells the Court
that the firm's billing rates are:

     Partners                         $460 - $860
     Counsel and Consultants          $205 - $625
     Associates                       $285 - $465
     Legal Support Personnel          $125 - $250

Mr. Laughlin adds that as of the petition date, the Debtors had
$99,003 in outstanding fees owed to the firm, to which it applied
a $75,000 security retainer paid on Feb. 12, 2009, and extended a
$987 credit to the Debtors, leaving an unpaid prepetition amount
of $23,0156.

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

Mr. Laughlin can be reached at:

     Wiley Rein LLP
     7925 Jones Branch Drive, Suite 6200
     McLean, VA 22102
     Tel: (703) 905-2800
     Fax: (703) 905-2820

                      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.


BEAZER HOMES: Projected Weak Cash Flow Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of Beazer
Homes USA, Inc., including the company's corporate family rating
to Caa2 from B2 and senior unsecured notes to Caa2 from B3.  The
speculative grade liquidity assessment was affirmed at SGL-3, and
the ratings outlook is negative.  This concludes the review for
downgrade process that was initiated on February 4, 2009.

The downgrades reflect Moody's expectation that Beazer's cash flow
performance will weaken considerably in 2009 and be followed by an
even weaker 2010.  The easy part of cash flow generation is now
largely behind the company.  With the forbidding homebuilding
environment, i.e., reduced deliveries, shrunken backlogs,
declining prices, and stubbornly high cancellations, the company
will be hard pressed to shift its cash flow generation from
harvesting the balance sheet to making operations more lean and
efficient and edging toward profitability.  The downgrades also
consider that while the company's revenue run rate has
deteriorated by over 80% since fiscal 2006 and net worth by even
more, total homebuilding debt has inched down over this time
period by only about 12%, thus driving fully adjusted debt
leverage to close to 87%.  Moody's anticipates that the thin net
worth buffer of about $298 million will be further reduced by
continuing impairment charges during the year and possibly
challenge covenant compliance later this year or early next year.

Moody's is also projecting that the company will continue
generating operating losses well into 2010.  Finally, there
remains the lingering uncertainty over the extent of the company's
ultimate exposure to the ongoing investigations of its mortgage
origination business by the US Attorney's Office in the Western
District of North Carolina and by various other federal and state
agencies as well as to the unquantifiable potential charges for
the myriad lawsuits that have been filed against the company
pertaining to securities class actions, ERISA claims, and
derivative shareholder actions.

At the same time, the ratings are supported by the company's
unrestricted cash position at December 31, 2008, of about
$437 million, which has been subsequently augmented by an
approximate $168 million income tax refund, and by the absence of
any material near-term debt maturities.

The negative outlook reflects the expectation of Moody's Corporate
Finance Group that housing market conditions will worsen in 2009,
the year 2009 will be one of greatly reduced deliveries (making it
the fourth year in a row of sharply declining deliveries), the
bottom is not yet visible, government actions will be helpful
largely at the margin, liquidity will remain tight and lender
behavior uncertain.

Going forward, the ratings could be lowered further if the company
were to engage in a distressed bond exchange and/or deplete its
cash reserves either through sharper-than-expected operating
losses or through a sizable investment or other transaction.  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 reduce debt leverage to a more
manageable 60 - 70% target level.

These rating actions were taken:

  -- Corporate family rating lowered to Caa2 from B2;

  -- Probability of default rating lowered to Caa2 from B2;

  -- Senior unsecured notes lowered to Caa2 (LGD4, 61%) from B3
     (LGD4, 61%);

  -- Speculative grade liquidity assessment affirmed at SGL-3.

All of Beazer's debt is guaranteed by its principal operating
subsidiaries.

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 17 states.  Homebuilding revenues and consolidated
net income for fiscal 2008 were approximately $2.1 billion and
($952) million, respectively.


BELL BUSINESS: Case Summary & 33 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bell Business Associates, L.L.C.
        10500 E. Lost Canyon Dr. #8
        Scottsdale, AZ 85255

Bankruptcy Case No.: 09-04003

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Scottsdale Auto Salon LLC                          09-03998

Chapter 11 Petition Date: March 5, 2009

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Warren J. Stapleton, Esq.
                  wstapleton@omlaw.com
                  Osborn Maledon PA
                  2929 N. Central Avenue, Suite 2100
                  Phoenix, AZ 85012
                  Tel: (602) 640-9354
                  Fax: (602) 640-2088

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

A. Bell Business' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Legacy Bank                    Rent Receivable   $12,000,000
15100 N. 78th Way, Ste 101     from Scottsdale
Scottsdale, AZ 85260           Auto Salon LLC;
                               Secured:
                               $1,343,481

Legacy Bank                    Business          $12,000,000
15100 N. 78th Way, Ste 101     equipment,
Scottsdale, AZ 85260           fixtures,
                               inventory, etc.
                               at carwash
                               facility; secured:
                               $2,200,000

Legacy Bank                    Carwash facility  $12,000,000
15100 N. 78th Way, Ste         at 9393 E. Bell
Scottsdale, AZ 85260           Road at Scottsdale,
                               Arizona; Secured:
                               $6,800,000

Interim Capital, LLC           Business          $2,000,000
50 Portland Pier, Suite 400    equipment,
Portland, ME 04101             fixtures,
                               inventory,
                               etc. at carwash;
                               Secured:
                               $2,200,000;
                               senior lien:
                               $12,000,000

RTM Commercial Builders,      Construction       $275,000
Inc.                          contract

Basic Metals Industries, LLC  Carwash facility;  $50,418
                              Secured:
                              $6,800,000;
                              senior lien:
                              $12,000,000

Apache Pipelines, Inc.        Carwash facility;  $22,563
                              Secured:
                              $6,800,000;
                              senior lien:
                              $12,054,514

Maricopa County Treasurer     Real property      $17,735
                              taxes.

Harleysville Insurance        Insurance          $10,242
Company                       premiums due
PO Box 410045
Salt Lake City, UT 84141-0045

O'Brien's Tile, LLC           Carwash facility   $4,096
P.O. Box 1417 P.O.            at 9393 E. Bell
Gilbert, AZ 85299             Road at Scottsdale,
                              Arizona; Secured:
                              6,800,000; Senior
                              lien: 12,050,418

Maricopa County Treasurer     Personal property  $3,467
                              taxes

Abalos and Associates, PLLC   Accounting         $3,300

C. Arnold Curry               Loans              $521

Cara J. Curry                 Loans              $140

B. A full-text copy of Scottsdale Auto's list of 20 largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/azb09-03998.pdf

The petition was signed by C. Arnold Curry, manager.


BELO CORPORATION: S&P Gives Negative Outlook; Affirms BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dallas, Texas-based Belo Corp. to negative from stable.  The 'BB-'
corporate credit rating on the company was affirmed.

At the same time, S&P revised the recovery rating on Belo's senior
unsecured debt to '5', indicating S&P's expectation of modest (10%
to 30%) recovery for debtholders in the event of a payment
default, from '3'.  The issue-level rating on this debt was
lowered to 'B+' (one notch lower than the 'BB-' corporate credit
rating on the company) from 'BB-', in accordance with Standard &
Poor's notching criteria for a '5' recovery rating.

The recovery rating revision and issue rating downgrade reflect
the amendment of Belo's credit agreement, so that lenders now
benefit from guarantees by Belo's material domestic subsidiaries,
thereby subordinating the company's bonds, which are not
guaranteed.

"The negative corporate credit rating outlook reflects our concern
that despite the relaxation of financial covenants in the amended
credit agreement, Belo's revenue and EBITDA could deteriorate over
the next several quarters so that the cushion of compliance could
become very thin, necessitating another amendment or waiver," said
Standard & Poor's credit analyst Deborah Kinzer.  "Our expectation
of a sharp decline in local and national ad revenue in 2009,
particularly in the absence of significant political ad revenue,
would result in an even more precipitous drop in EBITDA."

Despite Belo's efforts to pay down debt, S&P is concerned that
headroom under its new leverage covenant could evaporate.  The
company's unadjusted debt to EBITDA was 4.3x as of Dec. 31, 2008.
Maximum leverage under its amended credit agreement is 6.25x
through the second quarter of 2010, then tightening to 5.75x in
the third quarter and to 5.00x by year-end 2010.  As of Dec. 31,
2008, Belo had about $1.1 billion of debt outstanding.  High
margins in broadcasting result in dramatic declines in EBITDA
during business downturns, and correspondingly rapid increases in
leverage, even with respectable efforts to reduce debt.

The rating reflects Belo's high financial leverage from the
retention of all outstanding indebtedness after the Feb. 8, 2008
spinoff of its newspaper business, the vulnerability of TV
broadcasting's revenues to economic cycles, earnings volatility
between election and non-election years, and competition from
alternative media.  The company's strong station portfolio,
diversification among network affiliations, good cash flow, and
high EBITDA margins relative to peers partially offset these
factors.


BERNARD L. MADOFF: Ariel Asks Court to Lift Restraining Order
-------------------------------------------------------------
Zachery Kouwe at The New York Times reports that lawyers for J.
Ezra Merkin have asked the Hon. Richard Lowe of the New York State
Supreme Court to modify a temporary restraining order restricting
Ariel Fund Ltd., from recouping losses it suffered from its
investment with Bernard L. Madoff Investment Securities LLC.

According to NY Times, the lawyers for Ariel Fund at Schulte, Roth
& Zabel requested for a court hearing to lift or modify the
restraining order because they were unable to work out a
compromise with New York University.  The NY Times relates that
the university has filed a lawsuit against Ariel Fund for
investing with Mr. Madoff.  Chad Bray at The Wall Street Journal
reports the university is seeking the appointment of a receiver
for Ariel Fund and that any improper payments to Mr. Merkin be
returned and his deferred compensation not be paid.

NY Times quoted Mr. Merkin's lawyers as saying, "Simply stated,
there is no legal or factual basis for this Court or Plaintiff to
interfere with the operations of the Fund -- which, as noted, has
not been adjudicated liable for anything, and, indeed, is not even
alleged to be liable."

NY Times states that Judge Lowe extended the restraining order in
February, barring Mr. Merkin from selling any of the $700 million
in assets remaining in Ariel Fund and other funds controlled by
his firm, Gabriel Capital.  The restraining order, says the
report, was originally put in place on December 24, 2008.  Since
then, Mr. Merkin hadn't been able to pay expenses including rent,
telephone bills, year-end bonuses, and health insurance premiums
for his workers, the report state.  According to the report, Judge
Lowe then amended the restraining order in January 2009 to allow
Ariel Fund to pay some of its bills.

WSJ states that Howard Schiffman, the attorney for Ariel Fund, has
described the company as being "hamstrung" by the order, as it
places "severe restrictions" on the fund's ability to operate and
the university has been unwilling to agree to a modification in
the order.

NY Times relates that Mr. Merkin's lawyers said that the
restraining order is preventing Ariel Fund from paying its lawyers
to file claims with the Securities Investor Protection
Corporation, which is liquidating Bernard L. Madoff Investment.
NY Times, citing the lawyers, states that the restraining order
also stops Ariel Fund from paying advisers to help liquidate the
remaining non-Madoff assets in the fund.  The lawyers also
complained that Ariel Fund couldn't pay legal counsel to help it
cooperate with continuing investigations into the Madoff fraud
because of the order, the report states.

Mr. Merkin said he will wind down the fund, WSJ reports.

                         About Ariel Fund

Ariel Fund Ltd. is a hedge fund founded and controlled by J. Ezra
Merkin.

                     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.


BERRY PETROLEUM: S&P Retains Negative Watch on 'BB-' Corp. Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including its 'BB-' corporate credit rating, on exploration and
production company Berry Petroleum Co. remain on CreditWatch with
negative implications where they were placed on Dec. 29, 2008.
However, S&P notes several recent positive developments.

"On Feb. 19, 2009, Berry received amendments on its revolving
credit facility that ease its financial covenants.  Given the
weaker than expected EBITDA generation in 2009, due to weak
commodity prices and concerns regarding Berry's cash flow
generation, Berry would have had limited cushion under its
debt to EBITDA covenant", said Standard & Poor's credit analyst
Aniki Saha-Yannopoulos.  Berry has resumed its production that was
shut-in and also received amendments from its lenders that include
relaxing the minimum total funded debt to EBITDAX (EBITDA plus
exploration costs) ratio.  Subsequently, on March 3, 2009, Berry
announced that it has entered into an agreement to sell its assets
in the Denver-Julesberg basin for $154 million.

Berry has resumed its production and has started selling its oil
on short-term contracts.  Differentials for the California crude
had narrowed to $8 currently from the $14 area in year-end 2008,
thus improving cash flow.  Currently Big West owes Berry almost
$38.5 million in pre-petition claims for previous production.
Berry has written off this receivable.  However, Berry has parent
guarantees from Big West Oil LLC and Flying J Inc up to
$75 million each.


BROWN SHOE: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on St. Louis-based Brown Shoe Co. Inc. to 'B' from
'BB-'.  At the same time, S&P lowered the issue-level rating on
the company's senior unsecured notes to 'B-' from 'B+'.  S&P
removed all ratings from CreditWatch, where they were placed with
negative implications on Feb. 25, 2009.  The outlook is negative.

"The downgrade reflects weaker-than-expected performance,
significant deterioration of credit protection metrics, and
expectations for ongoing challenges given the difficult retail
environment," said Standard & Poor's credit analyst David Kuntz.


BUDGET WASTE: To Seek Creditor Protection Under CCAA
----------------------------------------------------
BWI Holdings, Inc., on Wednesday said Budget Waste Alberta, Ltd.,
its wholly owned subsidiary in Canada, is suffering the same types
of financial issues as so many other businesses, including
shortage of affordable credit from banks and slow or failed
payment from customers as a consequence of the global financial
crisis.

To insure that the assets and business of Budget Waste are
properly protected for our shareholders, the BWI Holdings board of
directors has elected to seek protection for Budget Alberta from
creditors under the Companies Creditors' Agreement Act in Canada
to reorganize the business.

BWI Holdings, the public parent company in the U.S., is not part
of the CCAA proceedings.

BWI Holdings said Budget Alberta has sufficient cash on hand to
fund ongoing operations, and its business will continue without
interruption.

This decision to file for creditor protection is being implemented
by Budget Alberta because of the extremely high interest rates
Budget Alberta has been paying on equipment leases that have been
in place for some time and Budget Alberta's challenge with
attempting to secure refinancing of these leases with bank debt or
other financings at current market rates in an environment where
lenders are not lending.

Under CEO Jim Can, the company embarked on an ambitious turnaround
in 2008 that involved cutting costs, eliminating expenses,
reducing payroll, and focusing on key markets, all of which
allowed Budget Alberta to begin operating on a positive cash flow
basis.  However, as the global recession deepened, Budget
Alberta's customers began delaying payments, some have gone out of
business altogether without paying Budget, and the downturn in
housing construction and oil & gas projects, typical market
strongholds for Budget Alberta, all have led to a severe
tightening of cash.

"Budget Waste, Inc. must secure sound financial footing," said Jim
Can, CEO. "This step to give us protection from claims of
creditors and to allow Budget Alberta to restructure its debt is
imperative so that Budget Waste can build on its core strengths
and be focused and financially sound in the coming months and
years."

                        About BWI Holdings

BWI Holdings, Inc. -- http://www.budgetwaste.com/-- is holding
company with its primary subsidiary, a waste solutions company
located in Western Canada, that provides complete waste and
recycling services to commercial, industrial, construction,
homebuilding, oilfield and residential clients. With its broad
range of innovative services, Budget offers its customers more
value than other companies and competitive rates.


BUFFETS HOLDING: Existing Lenders to Participate in Exit Financing
------------------------------------------------------------------
Buffets Holdings Inc., and its affiliates will seek approval of
revised solicitation materials in connection with its Chapter 11
plan.  The hearing is slated for March 11.

On December 16, 2008, Buffets obtained approval of the explanatory
disclosure statement to its first amended Chapter 11 plan and sent
solicitation packages to creditors.  Holders of impaired claims
voted overwhelmingly in favor of the first amended plan.  The
confirmation hearing on the Plan was scheduled for February 3,
however, as of that date, Buffets was unable to finalize its exit
financing commitments.

On February 20, Buffets filed a second amended plan and disclosure
statement that is aimed to solve its problems with its exit
financing.  The latest version of the Plan gives secured creditors
the ability to participate in a new exit loan facility.

Faced with significant challenges in obtaining exit financing, the
Debtors entered into an engagement letter with Credit Suisse
Securities (USA) LLC for purposes of engaging Credit Suisse to act
as sole lead arranger, sole bookrunner, sole administrative agent
and sole collateral agent for a senior secured exit credit
facility providing gross cash proceeds in an aggregate amount of
at least $120,000,000.  Given the current state of credit markets,
the Debtors, in consultation with their advisors, determined that
it would be difficult to obtain third-party commitments for Exit
Facilities sufficient to adequately fund the operations of the
Reorganized Debtors and make required Plan payments on the
Effective Date, without participation from at least some of the
Debtors' existing lenders.

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware on March 4 authorized Buffets to (i) enter
into an engagement letter with Credit Suisse, for purposes of
engaging Credit Suisse to act as sole lead arranger, sole
bookrunner, sole administrative agent and sole collateral agent
for the Exit Facility; and (ii) use estate funds to pay Credit
Suisse a non-refundable $1 million structuring fee, which is
creditable against fees payable to Credit Suisse in the event of a
successful closing of the Facility, and reasonable out-of-pocket
expenses.

                Revised Plan & Disclosure Statement

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

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

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

Because the Second Amended Plan provides for potentially a greater
number of Claims to be satisfied through the receipt of shares of
the New BRHI Common Stock, the structure of the Second Amended
Plan will in all likelihood change the percentages of ownership of
shares of New BRHI Common Stock to be received by holders of Pre-
Petition Secured Credit Facility Claims in Class 3A, Senior Note
Claims in Class 5, and General Unsecured Claims in Class 6.
However, to the extent that holders of Class 2 Rollover Facility
Claims will receive shares of New BRHI Common Stock under the
Second Amended Plan, rather than replacement debt obligations
pursuant to the Second Lien Exit Facility, the Reorganized Debtors
will have a proportionately smaller debt load on the Effective
Date than was contemplated in the First Amended Plan and a
proportionately higher total equity value.  Accordingly, the
Approximate Recovery to holders of Claims in the Technically
Modified Classes will remain the same, and holders of Claims in
the Technically Modified Classes will not be negatively impacted
by the modifications set forth in the Second Amended Plan.  The
value per share of New BRHI Common Stock will remain the same
because each dollar of Rollover Facility Claims that is satisfied
by additional shares of New BRHI Common Stock will result in a
corresponding decrease in the amount of outstanding debt.

The Debtors will seek approval of the Revised Disclosure Statement
on March 11.  The Revised Disclosure Statement is substantially
similar to the Initial Disclosure Statement, other than with
respect to matters relating to the treatment of the Affected
Classes and the conforming changes to the description of treatment
of claims in the Technically Modified Classes.  A copy of the
Revised Disclosure Statement is available at:

                   April 30 Confirmation Hearing

Buffets' Secured Super-Priority Debtor in Possession Credit
Agreement dated as of January 22, 2009, matures April 30, 2009,
and may be extended with the consent of lenders May 31, 2009.

To maximize the value of the estates and successfully reorganize
the Debtors' business under the time frames dictated by the DIP
Credit Agreement, it is critical that the Debtors press forward
with a fast-paced confirmation process.  Accordingly, the Debtors
propose this confirmation timeline:

   -- December 16, 2008: Voting Record Date for Affected Classes;

   -- March 14, 2009: Deadline to mail Revised Solicitation
      Packages;

   -- April 10, 2009: Deadline for holders of Claims in Affected
      Classes to object to confirmation of the Second Amended
      Plan;

   -- April 10, 2009: Extended Voting Deadline for holders of
      Claims in Affected Classes; and

   -- April 17, 2009: Hearing to confirm the Second Amended Plan.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington Delaware, relates this timeline is critical to the
success of the Debtors' Second Amended Plan, which is supported by
representatives of each of the Affected Classes, including the
Administrative Agent for the Debtors' pre-petition lenders, as
well as the Committee.  "Indeed, a prompt progression to
confirmation of the Second Amended Plan is necessary to meet the
deadlines set forth in the DIP Credit Agreement and is key to
attracting necessary exit financing commitments."

Judge Walrath has extended Buffets' exclusive period to solicit
acceptances of its Chapter 11 plan until April 30.

                     About Buffets Holdings

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

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

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

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


CANADIAN SUPERIOR: Gets CCAA Protection Until March 25
------------------------------------------------------
Canadian Superior Energy Inc. on Friday said its application to
the Court of Queen's Bench of Alberta for an Order under the
Companies' Creditors Arrangement Act (Canada) was successful,
allowing the Company to prepare a plan of arrangement for its
creditors, and staying all claims and actions against the Company
and its assets.  The Order was made under section 11 of the CCAA
and it is in effect until March 25, 2009, at which time the matter
will be reviewed by the court.

While the Order is in effect the Company will work with a court-
appointed Monitor and it will continue to implement a plan of
arrangement for its creditors, which includes the initiative to
sell an undivided 25% or larger interest in its "Intrepid" Block
5(c) in Trinidad and Tobago.

Scotia Waterous has been retained as the Company's advisor for the
sale and the marketing process is well underway.  The Company has
said there's a high level of interest in this asset expressed by
several of the most prominent oil and gas companies in the world.

A successful sale of the Trinidad asset should allow the Company
to re-structure in an organized manner and reemerge from CCAA in
due course.

Calgary, Alberta-based Canadian Superior Energy Inc. --
http://www.cansup.com-- is a diversified global energy company
engaged in the exploration and production of oil and natural gas,
and liquefied natural gas projects, with operations offshore
Trinidad and Tobago, offshore Nova Scotia, Canada, in Western
Canada, in the United States and in North Africa.  Canadian
Superior has approximately 20,000 shareholders worldwide,
including some of the top institutional shareholders in North
America.


CAPMARK FINANCIAL: S&P Puts Servicer Rankings 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 Capmark Services 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. commercial
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.


CASH TECHNOLOGIES: Receives Delisting Notice From NYSE
------------------------------------------------------
Cash Technologies, Inc., received on February 25, 2009, a letter
from NYSE Alternext US notifying the Company that the Exchange
intends to file a delisting application with the SEC due to the
Company's failure to meet certain continued listing requirements
of the Exchange.

The letter acknowledges that the Company has met 5 of the 6
listing criteria cited by the Exchange in its letter dated
November 1, 2007, including the requirement to maintain $6,000,000
in shareholders' equity, but states that in the opinion of the
Exchange the Company continues to be "financially impaired," a
violation of Section 1003(a)(iv) of the Company Guide.

The letter also cited violations of certain other listing
criteria, including Company Guide Sections 704, 1003(d) and
132(e), which refer to the failure to hold an annual meeting in
2008 and provide certain information, Section 1003(f)(v), which is
the failure to effect a reverse split of the Company's stock and
Section 1002(b), which is the Exchange's opinion that the
Company's reduced market cap makes "further dealings on the
Exchange inadvisable."

The Company believes that it has met the objective financial
criteria of the Exchange and that the cited financial violations
are subjective and fail to adequately consider the Company's
significant recent improvements in revenues and shareholders'
equity.  Nevertheless, the Company has decided that it will not
appeal the decision and intends to trade on the OTC Bulletin Board
market for several reasons:

   (a) The Company has annually incurred a six-figure expense
       from Exchange listing fees, additional listing application
       fees, legal, accounting and transaction structuring
       expenses which it will not have to incur on the OTCBB;

   (b) Management believes that the Company's stock price will be
       determined by investors based primarily on financial
       performance without regard to its listing on any exchange
       and that the Company's uncertain listing status has itself
       contributed to the Company's low stock price;

   (c) Management believes that given the Company's expected
       growth over the next year, the drastic reverse split
       demanded by the Exchange is not in the best interest of
       the Company's shareholders.

The Company will trade on the Exchange until March 12, 2009,
following which trading is expected to resume on the OTCBB subject
to the completion of the necessary administrative procedures.
Bruce Korman, CEO of Cash Technologies, stated, "The delisting
notice prompted a decision that we had been considering for many
months based on the relative benefits and costs of being listed on
NYSE Alternext US, formerly the Amex. We've determined that as a
Bulletin Board company our resources can be better utilized,
growing our operations and completing pending transactions that
are expected to produce significant profitability.  When it is
appropriate, we will consider applying for listing on the NASDAQ
Capital Market. In the meantime we are confident that our
investors' interests will be well served on the OTC Bulletin
Board."

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies, Inc. (NYSE
Alternext US: TQ) -- http://www.cashtechnologies.com/-- develops
and markets innovative data processing solutions in the healthcare
and financial services industries.

                      Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.


CDX GAS: Wants Interim Nod to Use Cash Collateral Until March 27
----------------------------------------------------------------
CDX Gas, LLC, et al., ask the U.S. Bankruptcy Court for the
Southern District of Texas for authority, on an interim basis, to
use cash collateral of lenders backed by first and second priority
liens on their assets.  The Debtors want permission to use cash
for a three-week period, from and after March 7, 2009, and through
and including March 27, upon the Court's entry of an interim
order.

The Debtors also seek authority to use Cash Collateral, on a final
basis, from and after March 27, through and including June 12.

The Debtors tell the Court that they have an immediate need for
the use of Cash Collateral to continue the operation of their
businesses.

The use of Cash Collateral will be in accordance with the terms of
the First Final Order, and in the amounts proposed in the proposed
Interim Budget.

As reported in the Troubled Company Reporter on January 14, the
Court granted final approval to the Debtors' use of the Secured
Lenders' Cash Collateral until March 6, 2009.

As in the First Final order, as adequate protection for the use of
Collateral and/or Cash Collateral and any diminution in value of
the Collateral:

  a) the First Lien Secured Parties are granted valid and
     perfected replacement security interests in all of the
     Debtors' personal and real property, which lien shall be
     a first and prior lien, subject only to valid and perfected
     liens existing as of the petition date and the Carve-out.

  b) The Firt Lien Secured Parties are also granted allowed
     superpriority administrative claims, junior only to the
     Carve-Out, allowed Chapter 7 administrative claims, and
     priority claims of the U.S. Trustee.

  c) The Second Lien Lenders are granted valid and perfected
     security interests in the Replacement Collateral, which lien
     shall be a second-priority lien, subject only to the
     replacement security interests granted to the First Lien
     Secured Parties and valid and perfected liens existing as of
     the petition date and the Carve-Out.

  d) The Second Lien Lenders are also granted, allowed
     superpriority administrative claims (junior in priority only
     to allowed Chapter 7 administrative claims, superpriority
     administrative claims granted to the First Lien Secured
     Parties, and priority claims of the U.S. Trustee).

A full-text copy of the Debtor's proposed Cash Collateral Budget,
is available at:

    http://bankrupt.com/misc/CDXGas.ProposedInterimBudget.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on Dec. 12, 2008 (Bankr. S.D. Tex. Lead Case
No. 08-37922).  Harry Allen Perrin, Esq., John E. Mitchell, Esq.,
and Michaela Christine Crocker, Esq., at Vinson Elkins LLP,
represent the Debtors in their restructuring efforts.

In their schedules, the Debtors listed total assets of
$996,308,606 and total debts of $831,259,526.


CELLU TISSUE: S&P Puts 'B' Corp. Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B' corporate credit rating, on Alpharetta,
Georgia-based Cellu Tissue Holdings Inc. on CreditWatch with
negative implications.

"The CreditWatch listing reflects our heightened concerns
regarding Cellu Tissue's ability to refinance its $222 million
senior secured notes due March 2010, particularly given tight
credit market conditions and the company's highly leveraged
financial profile", said Standard & Poor's credit analyst Andy
Sookram.  In addition, if Cellu Tissue is unable to refinance the
notes by December 2009, borrowings under the company's revolving
credit facility (otherwise due June 2011) accelerate and
immediately become due.

Still, the company was in compliance with covenants under its
existing credit facility at Nov. 27, 2008 and S&P expects it to
remain in compliance in the near term despite challenging economic
conditions.  In addition, liquidity is currently adequate, with
about $28 million available on its $60 million borrowing-based
revolving credit facility due June 2011.  Leverage has improved,
with debt to third-quarter (ended Nov. 27, 2008) run-rate EBITDA,
which included a full period of earnings contribution from
Atlantic Paper & Foil, of around 4.3x.  S&P believes the company's
credit measures will remain in line with S&P's expectations as
lower input costs and acquisition related synergies help offset
sale price pressures associated with the weak economic conditions.

S&P understands from management that the company is already
working on the refinancing with its investment bankers.  S&P will
meet with management shortly to discuss the details of its plans
to refinance the $222 million senior notes before December 2009.


CHANGING WORLD TECH: Files for Chapter 11 in New York
-----------------------------------------------------
Changing World Technologies Inc. has filed for Chapter 11 before
the U.S. Bankruptcy Court for the Southern District of New York,
looking for more financing.

The company was forced into bankruptcy after a botched initial
public offering in February, and after design and construction
problems with its demonstration plant in Missouri, according to
Bloomberg's Bill Rochelle.

Changing World Technologies CEO Brian S. Appel told the Securities
and Exchange Commission on February 12 that "due to prevailing
market conditions", it would no longer pursue an initial public
offering for its shares.

Bloomberg relates that the company owes $1 million to the law firm
Weil Gotshal & Manges LLP on account of legal fees.  The loan is
secured by all the assets.  Weil Gotshal is not the company's
bankruptcy counsel.

The report adds that the debt to Weil Gotshal is secured by all
the assets.  An additional $2 million is owing on secured
promissory notes. The lenders agreed to allow the company to use
cash representing collateral for the lenders' claims.

Changing World Technologies Inc., developed a process for making
diesel fuel and fertilizer from animal and food-processing waste.
The company has a demonstration plant in Missouri with a capacity
of producing as much as 9 million gallons of diesel fuel a year.
As of Jan. 31, the company had assets of $30.4 million and
liabilities of $8.2 million.


CINRAM INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit and senior secured debt ratings on Scarborough,
Ontario-based Cinram International Inc. to 'B' from 'B+'.  The
outlook is negative.

"The downgrade reflects our concerns about the reduced headroom
and Cinram's ability to comply with the financial covenants in its
credit facilities," said Standard & Poor's credit analyst Greg
Pau.  "We believe this situation is a result of EBITDA shrinkage,
declining prospects in Cinram's core multimedia product
replication and distribution business, and the difficulties the
company faces in expanding into businesses with better growth
prospects," Mr. Greg Pau added.

In addition, S&P believes that the uncertainty in demand in the
current economic recession and Cinram's need to refinance its
maturing debt in May 2011 could add further challenges to the
company's credit profile.  These factors are partially offset, in
S&P's view, by Cinram's strong market position as the world's
largest manufacturer of prerecorded multimedia products and
possible debt reduction through proceeds from asset disposal and
working-capital improvements.

Cinram's core business of multimedia product replication and
distribution, which accounts for 75% of its 2008 revenue, is, in
S&P's view, facing a fundamental decline because of the
increasingly commodity-like nature of the product, competitive
pressure from alternative distribution channels (such as pay-per-
view TVs and Internet download technology), and frequent
technology shifts.  Standard & Poor's believes that these
pressures have contributed to declining volume and lower selling
prices for these products, both of which in turn have weakened
Cinram's profitability and operating cash flow.  In addition, S&P
believes that the lack of product and customer diversities has
limited Cinram's pricing power in this declining market despite
the company's leading market position in the industry.  S&P
expects that these challenges could persist or even accelerate in
the current economic recession because consumers' discretionary
spending is generally more sensitive to economic conditions.

The negative outlook reflects Standard & Poor's view of Cinram's
challenges in complying with its covenants and in handling
declining industry prospects, as well as the demand uncertainty in
the current economic recession, and the refinancing risk the
company faces in 2011.  S&P could consider lowering its rating on
Cinram if the company suffers a worse-than-expected decline in
EBITDA in the next 12 months that could pose a renewed threat of
covenant breach or if it becomes clear that Cinram is unable to
refinance its debt as it nears maturity.  Given the challenging
business environment, S&P believes that revising the outlook to
stable is unlikely in the coming year but could be possible if
there is a material increase in covenant headroom or if the
company reduces debt and refinances the debt that matures in 2011.


CIRCUIT CITY: Seeks to Sell Trademarks, InterTAN to Bell Canada
---------------------------------------------------------------
Circuit City Stores Inc. was scheduled to complete going-out-of-
business sales for 567 stores early on March 8.  It has, however,
found a buyer for its Canadian stores.

Circuit Stores Inc., and its affiliates seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia of the
sale to Bell Canada unit 4458729 Canada Inc. of:

   (A) certain trade-marks and licensed trade-marks by debtor
       Circuit City Stores West Coast, Inc. and

   (B) the shares in Circuit City Global Sourcing Limited
       by debtor Ventoux International, Inc.

   (C) substantially all of the assets of InterTAN Canada Ltd.

InterTAN Canada Ltd., which has sought bankruptcy protection in
Canada under the Companies' Creditors Arrangement Act, have
submitted a motion with the Ontario Superior Court of Justice,
Commercial List, seeking approval of the sale transactions and
related agreements.

The transactions are memorialized in an asset purchase agreement
by and among InterTAN, West Coast, and Ventoux, with, 4458729
Canada Inc. and Bell Canada.

West Coast is a wholly-owned subsidiary of Circuit City and is the
owner of certain trademarks which Canada Bell wishes to purchase
(such as the name "The Source") and other trademarks which the
Purchaser wishes to license (such as the right to use the name
"Circuit City").

Ventoux is a wholly-owned subsidiary of Circuit City and is the
owner of the shares of Circuit City Global Sourcing, Limited
("CCGS"), which sources private label products for InterTAN from
offices in Asia, and which the Purchaser wishes to acquire.

                       Asset Purchase Agreement

In early 2008, Circuit City considered its strategic alternatives
with respect to InterTAN Canada, and engaged Goldman, Sachs & Co.
as its financial advisor to canvass the market with a view to
pursuing a potential divestiture transaction. Although Goldman
received significant expressions of interest
from potential purchasers interested in an acquisition
transaction concerning the business of InterTAN
Canada as a stand-alone entity, no transaction was completed.

Following their bankruptcy filing, InterTAN Canada and affiliate
Tourmalet Corp. (referred in the CCAA proceedings as "applicants")
engaged for assistance in conducting a going concern sale process.
Rothschild contacted 87 prospective purchasers, both strategic and
financial, located in Canada and the U.S., and sent 45 teaser
documents to prospects.  Four proposals were received from bidders
by the January 23 extended deadline set by the Ontario Court.

Circuit City and InterTAN Canada has determined that the Bell
Canada Bid was the best overall bid received, both in terms of the
proposed purchase price for the InterTAN Canada business and with
respect to certainty of the Purchaser's ability to close the
transaction.

The salient terms of the Asset Purchase Agreement are:

   -- Canada Bell will make offers of employment to all of
      InterTAN's non-executive employees, assume all of the
      contracts of InterTAN's executive employees, and assume
      InterTAN's collective bargaining agreement.

   -- $15,000,000 of the purchase price will be deposited.

   -- The closing date is the later of June 30, 2009 and the date
      that is two business days after satisfaction of the closing
      conditions outlined in the APA.

   -- InterTAN will assign the Rogers Contract to Canada Bell.
      InterTAN currently sells products and services under an
      agreement with Rogers Wireless Inc. and Rogers Wireless
      Communications Inc. made as of June 21, 2001.  The Rogers
      Contract will expire in accordance with its terms on
      December 31, 2009 if it is not terminated prior to that time
      by parties who may be entitled to do so.  The consent of
      Rogers is required to assign the Rogers Contract to the
      Canada Bell.

                      Intercompany Agreement

In connection with the sale transaction, the U.S. Debtors and
InterTAN Canada have agreed that, upon Closing, InterTAN Canada
will make a payment of no more than US$15 million in the aggregate
to West Coast and/or Ventoux, or as they may otherwise direct in
writing, as consideration for Canada Bell's acquisition and/or
license of U.S. assets.

In addition, InterTAN Canada has agreed to make a loan out of the
proceeds of the sale received from the Purchaser to Circuit City
in an amount of up to CAD$35 million, on terms that are
satisfactory to Circuit City, InterTAN Canada and the Monitor.
The Loan would be subject to certain conditions precedent,
including that such Loan be made pursuant to a loan agreement or
promissory note, which agreement or promissory note must be
approved by the U.S. Bankruptcy Court.

                    About InterTAN Canada Ltd.

Headquartered in Barrie, Ontario, InterTAN Canada -- a wholly
owned subsidiary of Intertan Inc. -- is engaged in the business of
selling consumer electronics in Canada under the trade name The
Source By Circuit CitySM.  InterTAN Canada's operations consist of
approximately 750 retail stores and dealer outlets in
Alberta, British Columbia, Manitoba, Newfoundland,
Northwest Territories, Nova Scotia, Nunavut, Ontario,
Prince Edward Island, Quebec, Saskatchewan, and the
Yukon. Additionally, InterTAN Canada maintains a Web site --
www.thesource.ca -- to sell consumer electronics and related
products.

Tourmalet Corp. is a Nova Scotia unlimited liability company that
is an indirect, wholly-owned subsidiary of Circuit City.
Tourmalet is a non-operating holding company whose sole asset is
thepreferred stock of InterTAN, Inc., which is the sole
shareholder of InterTAN.  Circuit City is the Applicants' ultimate
parent company.

                      About Circuit City

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

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

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

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

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


CIRCUIT CITY: Canada Creditors Could Recover 100%, Says Monitor
---------------------------------------------------------------
Alvarez & Marsal Canada ULC, monitor of Circuit City Stores,
Inc.'s Canadian-based subsidiaries in proceedings under the
Companies' Creditors Arrangement Act, said it was engaged in
discussions with Circuit City Stores, Inc., and its Canadian
subsidiary InterTAN Canada Inc. in connection with their debtor-
in-possession financing, and the proposed sale transaction.

Circuit Stores Inc., have opted to liquidate their stores in the
U.S.  With respect to stores in Canada (which is owned an operated
by InterTAN Canada), the parties have reached a deal to sell to
Bell Canada:

   (A) certain trade-marks and licensed trade-marks by debtor
       Circuit City Stores West Coast, Inc. and

   (B) the shares in Circuit City Global Sourcing Limited
       by debtor Ventoux International, Inc.

   (C) substantially all of the assets of InterTAN Canada Ltd.

To finance their bankruptcy cases, Circuit City Stores entered
into a $1.1 billion postpetition financing facility.  InterTAN was
allowed by the Superior Court of Justice (Commercial List) to
borrow $60 million from that facility.  The U.S. Debtors have
advised the U.S. Bankruptcy Court that they expect that they will
generate sufficient net proceeds to fully pay their direct
borrowings under the DIP Facility and to have cash in excess of
103% of the face amount of their outstanding letter of credit
obligations on or before the week ending February 28, 2009.

According to A&M, as of February 21, the full amount of the DIP
Lenders' direct advances to the U.S. Debtors has been repaid and
the U.S. Debtors hold cash of approximately US$215 million that is
available to cash collateralize outstanding letters of credit
totaling approximately US$83.7 million.  Accordingly, it appears
that the DIP Lenders will be paid in full in the Chapter 11
Proceedings, the Monitor says.  A&M, however, notes that the U.S.
Debtors have indicated that they have concerns that they may
experience periods in which they need liquidity funding given that
their access to future draws under the DIP Facility has been
terminated.

In its first report, the Monitor reported that management had
estimated that the quantum of unsecured trade creditor claims that
would be subject to the stay of proceedings contained in the
Initial CCAA Stay Order (net of potential set-offs and excluding
litigation claims and claims that InterTAN expected to pay while
subject to these proceedings or to have assumed by a purchaser)
totaled approximately $29.3 million.  Currently InterTAN
management's estimate is closer to approximately $31 million and
this will be refined further as the Pre-Filing Claims Process
unfolds.

According to A&M, the Applicants' most recent cash flow projection
that is filed with the Ontario Court estimated that the
Applicants' liability under the DIP Facility will peak at
approximately $32 million between this date and June 30, 2009.  At
this time, there are no known liabilities under the Directors'
Charge contained in the Initial Order.

With the U.S. Debtors having repaid the DIP Lenders in the Chapter
11, the Monitor says that that after satisfying the first four
charges contained in, the Initial Order (including repayment of
direct advances to InterTAN under the DIP Facility) and after
payment of the U.S.$15 million payable to West Coast and Ventoux
under the APA, it is expected that there will be significant
remaining proceeds available to pay Canadian creditors on their
claims.

The Monitor notes that, in addition to the expected pre-filing
claims, additional claims may arise under the Pre-Filing Claims
Process.  Although Canada Bell is assuming a number of liabilities
under the APA (i.e. offers to all employees and no requirement to
repudiate leases), which should significantly reduce the number of
potential restructuring claims, there are a number of Excluded
Liabilities which may result in additional claims in these
CCAA Proceedings.

The Monitor believes that, subject to the outcome of the Pre-
Filing Claims Process and any process related to the adjudication
of any restructuring claims which may arise in connection with the
Sale Transaction, it appears likely at this time that the
Applicants' unsecured creditors will be paid in full, following
closing of the Sale Transaction.  "To the extent that Canadian
creditors are paid in full on their claims, any remaining proceeds
will be distributed to InterTAN's shareholder on account of its
equity."

                      About Circuit City

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

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

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

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

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


CHALLENGER ENERGY: Receives Delisting Letter From NYSE Alternext
----------------------------------------------------------------
Challenger Energy Corp. on Monday said NYSE Alternext has issued a
letter notifying Challenger of NYSE Alternext's intention to
strike the common shares of Challenger from NYSE Alternext by
filing a delisting application with the Securities and Exchange
Commission.  NYSE Alternext took this step in response to
Challenger's announcement on February 27, 2009, that it had
obtained an order for protection from creditors under the
Companies' Creditors Arrangement Act (Canada), and cited
Challenger's non-compliance with Sections 301 and 1003(a)(iv) of
the NYSE Alternext US LLC Company Guide.

On March 3, 2009, Challenger Energy said the NYSE has halted
trading in its common shares and was reviewing a possible
delisting.

Challenger's shares continue to trade on the TSX Venture Exchange,
where suspension and delisting is currently prevented by the CCAA
Order.

Calgary, Alberta, Canada-based Challenger Energy Corp. (CA:CHQ) --
http://www.challenger-energy.com/-- is an oil and gas exploration
company focusing on exploration Block 5(c) offshore the Republic
of Trinidad and Tobago.


CIRCUIT CITY: One Liberty Records $5.2MM Charge on Rejected Leases
------------------------------------------------------------------
One Liberty Properties, Inc., recorded impairment charges of
$5,231,000 against three of its former Circuit City properties
during the fourth quarter of 2008.

Circuit City, which had stores at five of One Liberty's
properties, rejected two of its leases in December 2008 and the
remaining three leases in March 2009.

According to One Liberty, the national economic recession has
taken its toll on the Company's tenants, particularly its retail
tenants, and accordingly, on the Company.

Last week, One Liberty reported that for the three months ended
December 31, 2008, it had rental income of $10,954,000 and a net
loss of $3,601,000 share.  The principal reason for the loss is
the recognition in the quarter of impairment charges against three
properties aggregating $5,231,000.  For the three months ended
December 31, 2007, One Liberty had rental income of $9,346,000 and
net income of $2,333,000.

One Liberty reported rental income of $40,341,000 for the year
ended December 31, 2008 as compared to $38,149,000 for the year
ended December 31, 2007.

One Liberty is a real estate investment trust and invests
primarily in improved commercial real estate under long term net
lease.

                        About Circuit City

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

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

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

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

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


COLLINS & AIKMAN: S&P Puts B+ Neg. Watch on Debt-EBITDA Concerns
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Dalton, Georgia-based Collins & Aikman Floorcoverings Inc.,
including its 'B+' corporate credit rating, on CreditWatch with
negative implications.  The CreditWatch placement means that S&P
could lower or affirm the ratings following the completion of
S&P's review.  As of Oct. 25, 2008, Collins & Aikman had about
$256 million of total debt.

"The CreditWatch listing reflects our concerns about the difficult
operating environment that Collins & Aikman faces, and our
expectation that credit measures will weaken over the near term,"
said Standard & Poor's credit analyst Rick Joy.  "Although the
company should start to see some benefits from lower input costs
and expense controls, S&P believes Collins & Aikman still faces
challenges from a weak economy and a significant deterioration in
demand from corporate office customers," he continued.  S&P is
concerned that the company will be challenged to meaningfully
improve credit protection measures in the near term, given S&P's
expectation for continued softness in the U.S. commercial office
industry and the overall weak economic environment.  S&P estimates
total debt to EBITDA has increased to about 4.9x for the 12 months
ended Oct. 25, 2008.  S&P believes that if sales decline by more
than 10% and EBITDA margins declined by 100 basis points over the
next year, leverage could increase to more than 6x.

Standard & Poor's will meet with management to further discuss
Collins & Aikman's operating trends and forecasts to resolve the
CreditWatch listing.


COTT CORP: Appoints Jerry Fowden to Board of Directors
------------------------------------------------------
The Board of Directors of Cott Corporation (NYSE: COT) (TSX: BCB),
disclosed on March 4, 2009, changes to its Board of Directors.

Jerry Fowden, Cott's recently appointed Chief Executive Officer,
has been appointed to the Board of Directors, effective on
March 2, 2009. In order to accommodate Mr. Fowden's appointment,
Philip Livingston offered to step down from the Board, effective
on March 2, 2009.

Mr. Livingston has played a significant leadership role since his
appointment to Cott's Board of Directors in 2003. A financial
expert and former head of Financial Executives International, the
leading membership association for chief financial officers,
controllers and treasurers, Mr. Livingston served as head of
Cott's Audit Committee for five years. He also served on Cott's
Corporate Governance Committee.

"The Board and I would like to offer our sincere appreciation to
Phil for his service and contributions to the Board over the past
five years," commented David Gibbons, Chairman of the Board of
Directors. "Phil's financial expertise and management experience
have been invaluable to the Board and to the committees on which
he has served," continued Mr. Gibbons.

                      About Cott Corporation

Cott Corporation -- http://www.cott.com/-- is one of the world's
largest non-alcoholic beverage companies and the world's largest
retailer brand soft drink company.  The Company commercializes its
business in over 60 countries worldwide, with its principal
markets being the United States, Canada, the United Kingdom and
Mexico.  Cott markets or supplies over 200 retailer and licensed
brands, and Company-owned brands including Cott, RC, Vintage, Vess
and So Clear. Its products include carbonated soft drinks,
sparkling and flavored waters, energy drinks, sports drinks,
juices, juice drinks and smoothies, ready-to-drink teas, and other
non-carbonated beverages.

                          *     *     *

The Troubled Company Reporter reported on Feb. 3, 2009, Standard &
Poor's Ratings Services lowered its long-term corporate credit
rating on Mississauga, Ontario-based Cott Corp. to 'CCC+' from
'B-'.  At the same time, S&P lowered the senior subordinated debt
rating on wholly owned U.S. subsidiary Cott Beverages Inc. to
'CCC-' from 'CCC'.  S&P also removed all ratings from CreditWatch
with negative implications, where they were placed Feb. 26, 2008.
The outlook is stable.

The company's consolidating balance sheets as of September 27,
2008, showed total assets of $995.4 million, total liabilities of
$682.3 million, minority interest of $18.2 million, and total
shareholders' equity of $294.9 million.


DE CORO LIMITED: Financial Woes Cue Chapter 15 Filing
-----------------------------------------------------
James Wardell and Chan Wai Dune of CCIF Corporate Advisory
Services Limited, the appointed provisional liquidators and
foreign representatives of De Coro Limited, made a voluntary
petition for De Coro under Chapter 15 before the United States
Bankruptcy Court for the Middle District of North Carolina.

The provisional liquidators are seeking for the entry of an order
to recognize the company's Hong Kong proceedings pending before
the High Court of the Hong Kong Special Administrative Region
Court of First Instance Companies (Winding-Up) No. 03 of 2009
under the Hong Kong Companies Ordinance, Chapter 32 of the Laws
of Hong Kong.  In addition, the provisional liquidators commenced
a Chapter 15 case to ensure that certain orders of the Hong Kong
Court are enforced in the United States.

Though the company was able to obtain as much as US$3,300,000 from
the China Construction Bank in November 2008, it found itself out
of available cash by December 2008 that result in its inability to
pay wages to its 2,000 employees, according to Chrstine Myatt,
Esq., at Nexsen Pruet PLLC.

The company maintains an interest in these wholly owned
subsidiaries:

   a) De Coro Sofa Industrial (Shenzhen) Co. Ltd., a company
      registered in the People's Republic of China with
      registered capital of US$25,000,000, which manufactures and
      sells sofas;

   b) De Coro Sofa Manufacturing (Shenzhen) Co. Ltd., a company
      registered in the PRC with registered capital of
      US$3,000,000, which manufactures and sells sofa legs;

   c) De Coro Sofa Furniture (Shenzhen) Co. Ltd., a company
      registered in the PRC with registered capital of
      US$1,300,000, which manufactures and sells sofas and
      related spare parts;

   d) De Coro Furniture (Huizhou) Co., Ltd., a company registered
      in the PRC with registered capital of US$10,000,000, which
      manufactures sofa related spare parts;

   e. De Coro USA Ltd., a company registered in the United States
      with registered capital of US$30,000, which carries on
      wholesale distribution of furniture in the United States;

   f) De Coro Europe, a company registered in France with
      registered capital of EUR7,700, which carries on wholesale
      distribution of furniture in Europe; and

   g) De Coro Italia S.R.L., a company registered in Italy with
      registered capital of EUR50,000, which was closed in
      December 2008.

Headquartered in Fanling, Hong Kong, De Coro Limited engages
principally in the production of leather upholstered furniture in
China for export to international markets.  The Debtor makes its
products at its facility in the  Longgang District of Shenzhen,
China.  The Debtor is a Hong Kong limited liability company
incorporated on Dec. 11, 1996, under the Companies Ordinance (Cap.
32).


DE CORO LIMITED: Voluntary Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioners: James Wardell and Chan Wai Dune
                        Provisional Liquidators
                        CCIF Corporate Advisory Services Limited

Chapter 15 Debtor: De Coro Limited
                   Room 416 Sun Ling Plaza
                   30 On Kui Street, On Luk Tsuen
                   Fanling, Hong Kong
                   China

Chapter 15 Case No.: 09-10369

Type of Business: The Debtor engages principally in the production
                  of leather upholstered furniture in China for
                  export to international markets.  The Debtor
                  makes its products at its facility in the
                  Longgang District of Shenzhen, China.

                  The Debtor is a Hong Kong limited liability
                  company incorporated on Dec. 11, 1996, under
                  the Companies Ordinance (Cap. 32).
                  Specifically, Debtor maintains an interest in
                  the following wholly-owned subsidiaries: De
                  Coro Sofa Industrial (Shenzhen) Co. Ltd.; De
                  Coro Sofa Manufacturing (Shenzhen) Co. Ltd.; De
                  Coro Sofa Furniture (Shenzhen) Co. Ltd.; De
                  Coro Furniture (Huizhou) Co., Ltd.; De Coro USA
                  Ltd.; De Coro Europe; De Coro Italia S.R.L.

                  In addition, the Debtor's United States assets
                  consist primarily of De Coro USA, which is
                  incorporated in 1999.  De Coro USA maintains is
                  located at 1403 Eastchester Drive, Suite 104,
                  High Point, North Carolina.

Chapter 15 Petition Date: March 5, 2009

Court: Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Chapter 15 Petitioner's Counsel: Christine L. Myatt, Esq.
                                 cmyatt@npaklaw.com
                                 Nexsen Pruet, PLLC
                                 701 Green Valley Rd., Suite 100
                                 P.O. Box 3463
                                 Greensboro, NC 27408
                                 Tel: ((336) 373-1600

Estimated Assets: unstated

Estimated Debts: unstated


DELTA AIR LINES: Renames Airport Lounges as Delta Sky Clubs
-----------------------------------------------------------
Delta Air Lines has changed the name for its more than 50 airport
lounges worldwide as part of the merger with Northwest Airlines
Corp.  The new moniker, Delta Sky Club(TM), will replace the
current Delta Crown Room Club and Northwest Airlines WorldClubs
names.

New Delta Sky Club signage will begin appearing in airports in
early April and is expected to be completed by the end of 2009.
"Creating the largest global lounge network under the Delta Sky
Club brand is the first in a series of lounge changes designed to
provide our customers with one consistent, world-class lounge
experience," said Ranjan Goswami, Delta's director of Customer
Experience.

Throughout 2009, the lounges will continue to offer existing
amenities, including complimentary beverages and snacks,
personalized flight assistance, satellite TV, Wi-Fi access and
other connectivity options.  By early 2010, Delta plans to
harmonize all Delta Sky Club offerings to provide customers with
one consistent service and product experience, adopting customer
favorites from both lounge programs.

Crown Room Club and WorldClubs members may continue to use their
current credentials and One-Day passes until the end of 2009, when
the conversion of all Delta Sky Club locations will be complete.

The introduction of Delta Sky Club is part of the airline's
integration of Delta and Northwest operations worldwide following
last year's merger.  Other upcoming merger milestones include
outfitting all pre-merger Northwest flight attendants, airport
customer service agents and Delta Sky Club employees in Delta
uniforms designed by Richard Tyler, as well introducing a
consistent on-board experience, including food choices and in-
flight entertainment, on Delta and Northwest flights.

               Delta Expands Pact With Midwest

Delta Air Lines has entered into a multi-faceted alliance
agreement with Midwest Airlines that will include reciprocity
between the two airlines' frequent flyer programs, new joint
marketing efforts and expanded access to airport lounges
throughout North America.

The agreement extends Midwest's long-standing marketing agreement
with Northwest Airlines to the new Delta Air Lines, which acquired
Northwest last year.  Under the new agreement, Midwest and Delta
frequent flyers will be able to earn or redeem frequent flyer
miles on either airline's network through the Delta SkyMiles,
Northwest WorldPerks and Midwest Miles programs.  The addition of
Delta's route system to the previously available Northwest network
increases to 379 the number of frequent flyer destinations
available to Midwest customers.

It is expected that the new codeshare arrangement will go into
effect in June 2009, while the frequent flyer portion of the
agreement will go into effect later this year.

As part of the agreement, both airlines have agreed to engage in
expanded marketing and advertising campaigns to promote the new
alliance with their frequent flyers.  It will also expand the
existing Midwest-Northwest airport club membership agreement to
include Delta Sky Clubs in the near future.

"This alliance with Delta, the world's largest airline, brings
tremendous added value to our customers," said Timothy E.
Hoeksema, Midwest chairman and chief executive officer.  "Midwest
customers now have access to the world's most extensive flight
network, a worldwide alliance of airline partners and other
valuable benefits of being associated with the power of the Delta
brand."

"Expanding our alliance relationships to include Midwest Airlines
is another customer benefit created by Delta's merger with
Northwest Airlines," said Richard Anderson, Delta's chief
executive officer.  "Delta and Midwest make natural alliance
partners given both airlines' focus on delivering excellent
service and a quality product.  Midwest customers are known as
some of the most loyal in the industry and we look forward to
welcoming them and earning their trust onboard Delta flights from
Milwaukee to Madrid to Manila."

Midwest's existing codeshare agreement with Northwest Airlines
will be phased out and replaced with the new Delta agreement.
Both Delta and Northwest will be using the Midwest code on flights
they operate on mutually agreed flights and city pairs.  The Delta
and Northwest codes will not be available for use by Midwest on
the flights it operates.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and
$17.9 billion in total debts.  On May 21, 2007, the Court
confirmed the Northwest Debtors' amended plan.  That amended plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News
Issue No. 114; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on Sept.
26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DIAMOND GLASS: Reaches Plan Confirmation Settlement
---------------------------------------------------
DG Liquidation Corp., known as Diamond Glass Inc. before it sold
its assets to Luxembourg-based Belron SA for $53.4 million plus
assumed debt, will appear before the U.S. Bankruptcy Court for the
District of Delaware on March 25 to seek confirmation of its
Chapter 11 liquidating plan.

The company was scheduled for confirmation hearings in October
2008.  As frequently happens in bankruptcy, unanticipated events
delayed and complicated the process, Bloomberg's Bill Rochelle
said.

According to Mr. Rochelle, DG Liquidation is now set for
confirmation, after it announced a settlement last week that will
enable a guaranteed distribution of at least $2.2 million to
unsecured creditors.


                      About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/or
http://www.daimondtriumphglass.com/-- provided automotive
glass replacement and repair services.  Founded in 1923, Diamond
Glass had more than 1,600 employees as of March 15.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this case.
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


EARTH BIOFUELS: Board Stops Reverse Split of Common Stock
---------------------------------------------------------
Earth Biofuels, Inc., disclosed that the Board of Directors have
decided not to pursue the reverse split of the Company's common
stock as initially disclosed in its Schedule 14-C filed with the
Securities and Exchange Commission on November 3, 2008.

The Company has determined that, at this time, a reverse stock
split may not be in the best interests of its shareholders.  The
original intent was to initiate an anti-dilutive measure, one that
would decrease the number of shares outstanding and help to create
a more orderly and healthy market for the trading of its stock.
However, upon further review and after conducting a historical
analysis of the overall effects of such a split, it has been
decided that the result often produces downward pressure on the
stock.  Management believes it can produce the most shareholder
value organically by focusing on expanding its business without
modifying the Company's current capital structure.

Headquartered in Dallas, Texas, Earth Biofuels Inc. (OTC BB: EBPF)
-- http://www.earthbiofuels.com/-- is engaged in the domestic
production, supply and distribution of alternative based fuels
consisting of biodiesel and previously liquid natural gas and
ethanol.  Earth's primary bio-diesel operations are located in
Oklahoma and Texas.  Earth sold its subsidiary which produced LNG,
at the end of the second quarter 2008, and restructured its debts
with significant investors.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $14.2 million and total liabilities of $147.9 million,
resulting in stockholders' deficit of $133.7 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $10.7 million compared with net loss of $35.4 million for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $85.8 million compared with net loss of $95.0 million for the
same period in the previous year.

                      Going Concern Doubt

Montgomery Coscia Greilich LLP, in Plano, Texas, expressed
substantial doubt about Earth Biofuels Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.

The company has incurred significant losses from operations
through June 30, 2008, and has limited financial resources.  The
company also has an accumulated deficit of $279.3 million,
negative current ratios and negative tangible net worth at
June 30, 2008.

In addition, investors holding $52.5 million in senior unsecured
notes filed with the bankruptcy courts a Chapter 7 Involuntary
Liquidation against the company during the second quarter of 2007.
However, on Nov. 14, 2007, the company negotiated and executed a
settlement agreement with the above note holders.  The agreement
required the creditors to dismiss their petition of bankruptcy.


EMPORIA PREFERRED I: Moody's Has Not Withdrawn Ratings on Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has not withdrawn,
reduced or taken any other adverse action with respect to its
current ratings on these notes issued by Emporia Preferred Funding
I, Ltd., and Emporia Preferred Funding I, Corp., as a result of
the execution of an assignment and assumption agreement dated as
of February 27, 2009, between Emporia Capital Management, LLC, and
an affiliate of Allied Capital Corporation evidencing the
assignment by Emporia Management of its rights and obligations as
collateral manager to Allied Capital:

  -- U.S. $280,140,000 Class A Delayed Draw First Priority Senior
     Floating Rate Notes Due 2018, previously on October 12, 2005
     assigned Aaa;

  -- U.S. $36,615,000 Class B-1 Second Priority Senior Floating
     Rate Notes Due 2018, Aa2 Under Review for Possible
     Downgrade; previously on March 4, 2009 Aa2 Placed Under
     Review for Possible Downgrade;

  -- U.S. $5,000,000 Class B-2 Second Priority Senior Fixed Rate
     Notes Due 2018, Aa2 Under Review for Possible Downgrade;
     previously on March 4, 2009 Aa2 Placed Under Review for
     Possible Downgrade;

  -- U.S. $24,360,000 Class C Third Priority Subordinated
     Deferrable Floating Rate Notes Due 2018, A2 Under Review for
     Possible Downgrade; previously on March 4, 2009 A2 Placed
     Under Review for Possible Downgrade;

  -- U.S. $24,360,000 Class D Fourth Priority Subordinated
     Deferrable Floating Rate Notes Due 2018, Baa2 Under Review
     for Possible Downgrade; previously on March 4, 2009 Baa2
     Placed Under Review for Possible Downgrade;

  -- U.S. $8,000,000 Class E-1 Fifth Priority Subordinated
     Deferrable Floating Rate Notes Due 2018, Ba2 Under Review
     for Possible Downgrade; previously on March 4, 2009 Ba2
     Placed Under Review for Possible Downgrade;

  -- U.S. $5,195,000 Class E-2 Fifth Priority Subordinated
     Deferrable Fixed Rate Notes Due 2018, Ba2 Under Review for
     Possible Downgrade; previously on March 4, 2009 Ba2 Placed
     Under Review for Possible Downgrade;

  -- U.S. $4,000,000 Combination Notes Due 2018, Ba1 Under Review
     for Possible Downgrade; previously on March 4, 2009 Ba1
     Placed Under Review for Possible Downgrade;

  -- U.S. $25,000,000 Class I Combination Securities Due 2018
     previously on October 12, 2005 assigned Aaa;

  -- U.S. $2,288,000 Class II Combination Securities Due 2018
     previously on October 12, 2005 assigned Aaa.

In arriving at its conclusion, Moody's reviewed documentation
relating to the transfer of rights and duties set forth in the
Collateral Manager documents from Emporia Management to Allied
Capital.  Moody's also conducted an on-site operations review of
Allied Capital.

Allied Capital and its affiliates currently manage 11 additional
collateralized loan obligations with over $4.3 billion of combined
assets.


EMPORIA PREFERRED III: Moody's Hasn't Withdrawn Notes Ratings
-------------------------------------------------------------
Moody's Investors Service announced that it has not withdrawn,
reduced or taken any other adverse action with respect to its
current ratings on these notes issued by Emporia Preferred Funding
III, Ltd., and Emporia Preferred Funding III, LLC, as a result of
the execution of an assignment and assumption agreement dated as
of February 27, 2009, between Emporia Capital Management, LLC, and
an affiliate of Allied Capital Corporation evidencing the
assignment by Emporia Management of its rights and obligations as
collateral manager to Allied Capital:

  -- U.S. $100,000,000 Class A-1 First Priority Senior Notes Due
     2021, previously on March 15, 2007 assigned Aaa;

  -- U.S. $40,000,000 Class A-2 First Priority Senior Revolving
     Notes Due 2021, previously on March 15, 2007 assigned Aaa;

  -- U.S. $132,580,000 Class A-3 First Priority Delayed Draw
     Senior Notes Due 2021, previously on March 15, 2007 assigned
     Aaa;

  -- U.S. $26,845,000 Class B Second Priority Senior Notes Due
     2021, Aa2 Under Review for Possible Downgrade; previously on
     March 4, 2009 Aa2 Placed Under Review for Possible
     Downgrade;

  -- U.S. $37,170,000 Class C Third Priority Subordinated
     Deferrable Notes Due 2021, A2 Under Review for Possible
     Downgrade; previously on March 4, 2009 A2 Placed Under
     Review for Possible Downgrade;

  -- U.S. $20,650,000 Class D Fourth Priority Subordinated
     Deferrable Notes Due 2021, Baa2 Under Review for Possible
     Downgrade; previously on March 4, 2009 Baa2 Placed Under
     Review for Possible Downgrade;

  -- U.S. $18,585,000 Class E Fifth Priority Subordinated
     Deferrable Notes Due 2021, Ba2 Under Review for Possible
     Downgrade; previously on March 4, 2009 Ba2 Placed Under
     Review for Possible Downgrade.

In arriving at its conclusion, Moody's reviewed documentation
relating to the transfer of rights and duties set forth in the
Collateral Manager Documents from Emporia Management to Allied
Capital.  Moody's also conducted an on-site operations review of
Allied Capital.

Allied Capital and its affiliates currently manage 11 additional
collateralized loan obligations with over $4.3 billion of combined
assets.


ENERGY PARTNERS: Gets Non-Compliance Notice From MMS
----------------------------------------------------
On March 5, 2009, Energy Partners, Ltd., was notified by the
United States Department of the Interior, Minerals Management
Service that an Incident of Noncompliance had been issued as a
result of the Company's failure to provide supplemental bonds or
other security in the amount of $16.7 million that was due by
February 27, 2009, to guarantee performance of the Company's
obligations to abandon wells, remove platforms and facilities, and
clear the seafloor of obstructions on leases with associated lease
obligations.  The INC states that the Company's failure to correct
this INC by the close of business on March 27, 2009 will result in
a shut-in of the Company's outer continental shelf facilities
located on and outer continental shelf wells associated with South
Pass Block 27 and South Pass Block 28 that are located in federal
waters.

Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is
an independent oil and natural gas exploration and production
company based in New Orleans, Louisiana.  Founded in 1998, the
company's operations are focused along the U.S. Gulf Coast, both
onshore in south Louisiana and offshore in the Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on March 3, 2008,
Moody's Investors Service downgraded Energy Partners Ltd.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default to Caa1 from B3, and the ratings on its $300.0 million
senior unsecured fixed rate notes and $150.0 million senior
unsecured floating rate notes to Caa2 (LGD 4, 67%) from Caa1
(LGD 4, 65%).  The downgrade reflects EPL's continued weak capital
productivity, especially as evidenced by its 2007 results,
negative sequential quarterly production trends, and continued
high financial leverage.  The rating outlook remains negative.

The TCR reported on March 2, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
independent exploration and production firm Energy Partners Ltd.
to 'CCC+' from 'B-'.  The outlook is negative.


EXACT SCIENCES: Receives NASDAQ Non-Compliance Notice
-----------------------------------------------------
EXACT Sciences Corporation received on March 6, 2009, notice from
the Listing Qualifications Staff of The NASDAQ Stock Market that
the Company no longer satisfies Marketplace Rule 4310(c)(3), which
requires a listed security to maintain a minimum $35 million in
market value of listed securities, or stockholders' equity of at
least $2.5 million for continued listing on The NASDAQ Capital
Market.  The Staff's notice has no effect on the Company's listing
at this time.

In accordance with Marketplace Rule 4310(c)(8)(C), the Company has
been provided a period of 90 calendar days, through June 4, 2009,
to regain compliance with the Rule. The Company will evidence
compliance with the Rule if it maintains a minimum $35 million
market value of its common stock for at least 10 consecutive
business days or stockholders' equity of at least $2.5 million.

If the Company has not regained compliance with the Rule by
June 4, 2009, the Staff will issue a letter notifying the Company
that its common stock is subject to delisting. At that time, the
Company may appeal the Staff's determination to a Listings
Qualifications Panel, which appeal will stay any delisting action
by the Staff pending the Listing Qualifications Panel's
consideration of the matter. The Company is exploring options to
regain compliance.

On January 27, 2009, EXACT consummated a strategic relationship
with Genzyme Corporation for total cash proceeds of up to
$24.5 million, including $22.65 million received at closing, with
an additional $1.85 million to be received by July 2010,
contingent upon the non-occurrence of certain events.  Based on
current expectations and operating assumptions, EXACT believes
that its cash resources should last into 2011.

                       About EXACT Sciences

Marlborough, Massachusetts-based EXACT Sciences Corporation (EXAS)
uses applied genomics to develop patient-friendly screening
technologies for use in the detection of cancer.  EXACT has
established a strategic relationship with Genzyme to, among other
things, facilitate the development of the Company's next-
generation stool-based DNA (sDNA) technology.  EXACT maintains an
exclusive license agreement in the United States and Canada with
Laboratory Corporation of America(R) Holdings (LabCorp(R)) for
certain intellectual property relating to sDNA screening.  Stool-
based DNA technology is included in the colorectal cancer
screening guidelines of the American Cancer Society and the U.S.
Multi-Society Task Force on Colorectal Cancer (a group comprised
of representatives from the American College of Gastroenterology,
American Gastroenterological Association, and American Society for
Gastrointestinal Endoscopy), and the American College of
Radiology.


FIRST INDUSTRIAL: S&P Downgrades Corporate Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on First Industrial Realty Trust Inc. and on First
Industrial L.P. to 'BB' from 'BBB-'.  At the same time, S&P
lowered its rating on First Industrial's senior unsecured notes to
'BB' from 'BBB-', lowered S&P's rating on the company's preferred
stock to 'B' from 'BB', and placed all of S&P's ratings on First
Industrial on CreditWatch with negative implications.  The actions
affect roughly $1.565 billion of senior notes and
$275 million of preferred stock.

"The downgrades were driven by our concern surrounding First
Industrial's June 15, 2009, $125 million senior note maturity, as
the company's essentially fully drawn credit facility
significantly limits refinancing options, especially since the
company has only $25 million in cash on hand," said credit analyst
George Skoufis.  "Additional demands on the company's capital
include roughly $16 million in unfunded costs to complete its
development pipeline."

Standard & Poor's expects to resolve the CreditWatch placements in
the next 90 days, and the outcome depends on S&P's assessment of
First Industrial's prospects for raising capital.  For the near
term, S&P will focus on the company's ability to meet its June
debt maturity.  For the longer term, S&P will assess the REIT's
ability to reduce its credit facility balance and improve
liquidity.  S&P will also consider the company's ability to remain
in compliance with all debt covenants, as S&P believes operating
conditions are likely to remain challenging into 2010.


U.S. REIT Preliminary Review Results In Two Downgrades And Nine
CreditWatch Placements (NEW YORK (Standard & Poor's) March 6,
2009)Standard & Poor's Ratings Services recently took rating
actions on 10 U.S. real estate investment trusts: S&P lowered its
ratings on two companies and placed S&P's ratings on nine
companies on CreditWatch with negative implications.  These
actions affect roughly 16% of S&P's rated 62-company universe and
were prompted by continued constrained access to debt and equity
capital for many REITs and S&P's concern that sharply
deteriorating economic conditions will result in greater pressure
on portfolio-level cash flows than previously contemplated.

In the current environment, S&P remain very highly focused on REIT
liquidity and balance sheet strength. In S&P's view, heavy credit
revolver usage (in excess of 50%), weak debt service coverage, and
an over-reliance on earnings from fee-driven and/or asset sales
activity are key areas of focus.  With regard to REIT common
dividend coverage, S&P would view even the modest funding of a
dividend shortfall with debt as a negative credit factor, given
the balance-sheet implications and the need for REITs to preserve
precious liquidity in the current environment.

From a property fundamentals standpoint, most sectors will come
under stress this year, though to varying degrees.  The sharp
curtailment in consumer spending since last fall is hitting
retailers hard, which has increased tenant default risk for retail
and net-lease REIT portfolios.  Retrenching and/or contracting
commercial tenants will pressure occupancy and rents for office
and industrial landlords.  And recently accelerating job losses
may now have a negative impact on the currently better-positioned
multifamily and self-storage sectors.  While S&P considers most
healthcare REIT property portfolios to be currently fairly
defensively postured, even this asset class could come under
pressure if government and private insurer reimbursement schemes
are meaningfully altered.

As it stands now, S&P believes that the downside scenario that S&P
considered last fall (see "The Recession May Bring More Negative
Rating Actions To U.S. REITs And Real Estate Operating Companies,"
published Nov. 7, 2008) may be coming to pass.  At that time, S&P
took negative rating actions on 19 companies.  Now, with the
recession shaping up to be deeper and longer than S&P originally
modeled for, S&P believes more REIT ratings will come under
pressure.  While S&P believes the bulk of the REITs that S&P rate
face relatively manageable 2009 capital needs, 2010 and 2011 could
be more challenging, absent an improvement in capital market
conditions and/or a nearer-term economic turnaround.

Despite these broader negative trends facing the sector, S&P
continue to evaluate each rated REIT on its own merits and believe
most companies remain highly focused on maintaining and/or
improving their liquidity positions.  While property transaction
volumes have contracted substantially on a national level, the
generally higher quality of REIT property holdings has enabled
many companies to continue to sell assets and source attractively
priced secured mortgage financing.  In addition, development
pipelines are contracting (which should reduce future funding
needs) and a number of REITs are either cutting their dividends or
considering stock dividends in an effort to retain more capital.
S&P also acknowledges that the current capital and asset pricing
dislocations in the market will eventually present very attractive
investment opportunities for those REITs with dry powder.

Most of the companies affected by S&P's recent rating actions (see
list below) previously carried negative outlooks.  With respect to
the nine CreditWatch actions, S&P expects to completes its
analyses and resolve the placements within the month, in
conjunction with a full review of all U.S. REIT ratings.  Please
see RatingsDirect for complete, company-specific articles that
address each of S&P's rating actions.  S&P will publish additional
REIT ratings commentary in early April and S&P will hold a
teleconference to discuss S&P's broader U.S. REIT ratings
perspective on Thursday April 9, 2009.

                       Creditwatch Listings

                           Property
                           Focus        To                  From
                           --------     --                  ----
   Apartment Investment &
    Management Co.         Multifamily   BB+/Watch Neg
BB+/Stable
   BRE Properties Inc.     Multifamily   BBB/Watch Neg
BBB/Stable
   Capital                 Net Lease
    Automotive LLC        (auto)         BB/Watch Neg       BB/Neg
   Colonial Properties     Multifamily   BBB-/Watch Neg     BBB-
/Neg
   Developers Diversified
    Realty Corp.           Retail        BBB-/Watch Neg     BBB-
/Neg
   Hospitality
    Properties Trust       Net Lease
                          (hotel)        BBB/Watch Neg
BBB/Neg
   ProLogis                Industrial    BBB-/Watch Neg     BBB-
/Neg
   UDR Inc.                Multifamily   BBB/Watch Neg
BBB/Stable

                             Rating Changes
                           Property
                           Focus        To                  From
                           --------     --                  ----
   Camden Property Trust   Multifamily   BBB/Stable
BBB+/Neg
   First Industrial        Industrial    BB/Watch Neg       BBB-
/Neg


FORD MOTOR: Union Okays Cost-Cutting Changes in Labor Agreement
---------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that union
workers at Ford Motor Co. have agreed to sweeping cost-cutting
changes in their labor contract.

According to WSJ, Ford Motor and the United Automobile Workers
union agreed in February to:

     -- changes on work rules,
     -- cuts on cost-of-living wage increases, and
     -- replacement of up to half of Ford Motor's cash obligation
        to a retiree health-care fund with the company's stock.

WSJ relates that the concessions were substantial, but the margin
for contract ratification wasn't very close.  Citing the UAW, WSJ
notes that 59% of production workers and 58% of skilled-trades
employees voted for the agreement.  UAW President Ron Gettelfinger
said in a statement, "Once again, UAW members have stepped up to
make the difficult decisions necessary to deal with the reality of
the current economy, the deteriorating auto industry as a whole
and specifically the negative impact the economic climate is
having on Ford Motor Co.  As we have stated many times, in order
to succeed, shared sacrifice will be required from all
stakeholders, including executives, directors, shareholders,
bondholders, dealers and suppliers."

Ford Motor officials said last week that they would try to cut up
to $10.4 billion in debt, or 40% of the company's total, WSJ
states.  Ford Motor, under its offer, would pay debt holders $280
in cash and stock for every $1,000 they have in bonds, or about 28
cents on the dollar, according to the report.  Ford Motor's CEO
and the executive chairperson of the board had voluntarily given
up 30% of their salaries through 2010.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                           *     *     *

As reported by the Troubled Company Reporter on March 6, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Ford Motor Co. to 'CC' from 'CCC+'.  S&P also
lowered the issue-level ratings on the company's senior secured
term loan, senior unsecured debt, and subordinated debt, while
leaving the issue-level rating on Ford's senior secured revolving
credit facility unchanged.  In addition, the counterparty credit
ratings and issue-level ratings on Ford Motor Credit Co. (Ford
Credit) and FCE Bank PLC remain unchanged.  The outlooks on Ford
and Ford Credit are negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


GENERAL GROWTH: Rouse Unit Seeks Forbearance From Noteholders
-------------------------------------------------------------
General Growth Properties, Inc. said its subsidiary, The Rouse
Company LP, launched a solicitation to obtain consents from the
holders of TRCLP's unsecured notes -- five series with an
aggregate outstanding principal amount of approximately
$2.25 billion at December 31, 2008 -- to forbear from exercising
remedies with respect to various payment and other defaults under
the notes through December 31, 2009.

"This is a significant step in our ongoing efforts to reach a plan
with our lenders to develop a long-term solution to the Company's
maturing debt" said Adam Metz, Chief Executive Officer. "We
developed this forbearance working together with the financial and
legal advisors to an ad hoc committee of holders of TRCLP Notes
the members of which hold, in the aggregate, approximately 41% of
TRCLP Notes.

The material terms of the forbearance are:

   -- Consenting holders of TRCLP's 3.625% Notes due March 15,
      2009, and TRCLP's 8% Notes due April 30, 2009, would agree
      to forbear from exercising their remedies with respect to
      TRCLP's failure to pay such notes at scheduled maturity.

   -- Consenting holders of the 3.625% Notes due March 15, 2009
      and the 8% Notes due April 30, 2009, as well as of TRCLP's
      7.20% Notes due 2012, its 5.375% Notes due 2013 and its
      6.75% Notes due 2013, would agree to forbear from
      Exercising their remedies with respect to TRCLP's failure
      to pay cash interest on these notes during the forbearance
      period (interest would continue accrue on such notes at the
      applicable contractual rate but will not be paid in cash
      and instead would be added to the principal amount of the
      notes).

   -- Consenting holders would agree to forbear from exercising
      their remedies with respect to certain other potential
      defaults and cross-defaults under the indentures governing
      the TRCLP Notes.

   -- Consenting holders of all series of TRCLP Notes would
      receive a quarterly consent fee of $0.625 in cash for each
      $1,000 principal amount of notes.

   -- TRCLP would agree to restrictions on various actions,
      including restrictions on certain fundamental changes,
      incurrence of debt and liens, asset sales and issuances of
      capital stock by subsidiaries, dividends and other
      restricted payments and investments, transactions with
      affiliates, as well as limitations on certain kinds of
      capital expenditures.

   -- TRCLP would also agree to provide the representative of the
      ad hoc committee with certain information, including cash
      flow budgets, business plans and terms sheets for a
      comprehensive restructuring plan (to include out-of-court
      and in-court restructuring alternatives) and will undertake
      to work with the ad hoc committee's advisors to commence
      implementation of such a restructuring plan.

   -- It is intended that the forbearance arrangement become
      effective on March 16, 2009 and would continue in effect
      through December 31, 2009 unless terminated early in
      accordance with its terms. Termination events would include
      certain bankruptcy events relating to TRCLP, breaches by
      TRCLP of its obligations under the forbearance agreement,
      certain cross-default events relating to other debt
      obligations of TRCLP and GGP, and the failure of GGP and
      TRCLP to reach agreement with the ad hoc committee on the
      terms of a comprehensive restructuring plan by the end of
      July 2009.

   -- Conditions to the effectiveness of the forbearance
      arrangement include these minimum acceptance levels
      for each series of the Notes:

      * 90% for the 3.625% Notes due March 15, 2009 and the
        8% Notes due April 30, 2009;

      * 75% for the 7.20% Notes due 2012, the 5.375% Notes due
        2013 and the 6.75% Notes due 2013.

   -- The consent solicitation will expire at 5:00 p.m. (New York
      City time) on March 16, 2009, unless extended in accordance
      with the terms of the solicitation.

The Company noted that the forbearance agreement will not be
binding on non-consenting holders, and non-consenting holders will
not be entitled to receive the consent fee. The Company also
stated that it does not intend to make any payments of principal
or interest with respect to any TRCLP Notes, including those held
by non-consenting holders, during the forbearance period, and
that, non-consenting holders will continue to have whatever rights
and remedies are available to them under the indentures governing
the TRCLP Notes and applicable law.

General Growth also stated that it was working with the lenders
under its 2006 Corporate Credit Agreement -- $1.99 billion term
loan and $590 million revolving credit facility at December 31,
2008 -- to obtain an extension of the forbearance agreement
currently in place with respect to that facility through
December 31, 2009, on terms that are similar to those in the
forbearance agreement with the holders of TRCLP Notes. It is a
condition precedent to the effectiveness of the forbearance
agreement for the TRCLP Notes that such a forbearance for the
Corporate Credit Agreement be in place.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.

                         *     *     *

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


GENERAL GROWTH: Defers Payment of Unsec. Debt to Keep Liquidity
---------------------------------------------------------------
General Growth Properties, Inc., disclose that the Company and its
subsidiary, The Rouse Company LP, continue to be in default on
substantial amounts of debt, some of which has already matured.

As stated in the Company's Annual Report on Form 10-K for the year
ended December 31, 2008, as of December 31, 2008, GGP had $1.18
billion in past due debt and additional $4.09 billion of debt that
could be accelerated by its lenders.  This amount does not include
the TRCLP notes or an additional approximately
$340 million of project-level debt that has become due in March
2009.  This debt, combined with credit market conditions and other
risks associated with the Company's financial difficulties, pose a
significant threat to the Company's liquidity.

As a result, General Growth has concluded that it is prudent to
defer cash interest payments on its unsecured corporate debt
obligations for the remainder of 2009 to provide liquidity while
attempting to negotiate a consensual restructuring of its balance
sheet. The consent solicitation seeking forbearance from the
holders of the TRCLP Notes and the discussions with the lenders
under the 2006 Corporate Credit Agreement are elements of the
Company's attempt to implement this strategy.

The Company anticipates entering into discussions with its other
major unsecured creditor groups, including the holders of the
Company 3.98% Exchangeable Senior Notes ($1.55 billion outstanding
at December 31, 2008) and the trust preferred securities issued by
GGP Capital Trust I ($200 million outstanding at December 31,
2008) concerning forbearances similar to that contemplated by the
consent solicitation for the TRCLP Notes in the near future if the
consent solicitation is successful.

However, if the Company is unable to obtain forbearances from
these creditor groups, or if substantial amounts of the Company's
debt are accelerated as a result of a default, the Company may be
forced to seek protection under the Bankruptcy Code.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.

                         *     *     *

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


GENERAL MOTORS: Republican Lawmakers Want Federal Aid Stopped
-------------------------------------------------------------
Nadine Elsibai at Bloomberg News reports that Republican lawmakers
said that the Congress should stop providing General Motors Corp.
with federal assistance and let the firm go bankrupt if necessary.

Bloomberg relates that Senator John McCain described bankruptcy as
the best thing that could happen to GM.  Citing Mr. McCain,
Bloomberg states that GM could reorganize and renegotiate its
labor contracts to come out "stronger, better, leaner."

According to Bloomberg, Senator Richard Shelby said that
"subsidization of anything for very long never works....  The
automobile business -- those companies, Chrysler, Ford and General
Motors -- they're in deep trouble.  I've suggested they go into
Chapter 11.  That's where they belong.  And they could
reorganize."

The government shouldn't give GM any more funds "until General
Motors shows that they can be a viable company for the long
term....  Anything short of that is just throwing good money after
bad," Bloomberg quoted House Minority Leader John Boehner as
saying.

House Speaker Nancy Pelosi, Bloomberg relates, told reporters at a
weekly press briefing last week, "Any money we give to the auto
industry must be a lifeline, not life support.  This isn't
endless. But there has to be a sign of viability.  And this needs
to happen, and it needs to happen soon."

Bloomberg quoted GM spokesperson Renee Rashid-Merem as saying, "As
we've demonstrated through a series of actions, GM is moving
quickly and aggressively to restructure the business, and
achieving that outside of court remains the best solution for GM
and its constituents."

GM, as part of a restructuring required to keep $13.4 billion in
U.S. loans, is cutting executive pay and will lay off about 47,000
workers this year, Bloomberg says.

Bloomberg notes that the Federal Reserve's Term Asset-Backed
Securities Loan Facility program may help struggling automakers
raise cash to make loans to consumers.  The report states that
TALF's aim is to bring investors back to the market for bonds
backed by auto loans, credit cards, student loans, and small
businesses.  The Federal Reserve, according to the report, said
that it will begin disbursing TALF funds on March 25 to boost the
market for consumer and small business loans.

               Stock Drop Worsens Bankruptcy Fears

Dow Jones Newswires reports that GM shares further dropped as much
as 32% to $1.27 on Friday, a level not seen since 1933.

"We've rated [GM bonds] underperform since February, but we now
believe a bankruptcy is more likely and the potential recovery
even harder to determine," Dow Jones quoted GimmeCredit analyst
Shelly Lombard as saying.

Dow Jones relates that President Barack Obama gathered his auto
task force in a closed-door session after GM raised still more
bankruptcy concerns.  As reported by the Troubled Company Reporter
on March 6, 2009, Deloitte & Touche LLP, which GM's Audit
Committee retained to audit the Company's consolidated financial
statements and the effectiveness of internal controls, as of and
for the year ended December 31, 2008, said that there is
substantial doubt about the Company's ability to continue as a
going concern.  According to Dow Jones, the "ominous retreat"
increased the bankruptcy chatter that has hurt the stock for
months.

If GM and its bondholders don't come up with a plan to convert
two-thirds of the company's debt into equity, the task force would
likely force the firm to file for bankruptcy than move the March
31 deadline, Dow Jones says, citing Ms. Lombard.

            Task Force to Visit GM, Chrysler & Ford

Neil King Jr. and John D. Stoll at The Wall Street Journal report
that the task force will visit the headquarters of GM, Chrysler
LLC, and Ford Motor Co. in Detroit.  The group has been gathering
information about GM and Chrysler after they submitted rescue
plans to the Treasury Department, WSJ relates.  The report states
that Treasury Department advisers Steven Rattner and Ron Bloom,
who are leading the auto task force, will seek to clarify
lingering questions surrounding the companies' rescue plans, which
many analysts have criticized as overly optimistic.

The task force, says WSJ, will meet with the United Auto Workers
union to discuss its willingness for:

     -- deep compromises over wages,
     -- staff cutbacks, and
     -- funding for its retiree health plan.

The Associated Press relates that the U.S. government said on
Friday that it was trying to determine "how to be the best
partner" for the struggling auto industry as its task force met
Friday to review the status of GM and Chrysler.  The AP states
that cabinet-level members of the panel, led by Treasury Secretary
Timothy Geithner and White House economic adviser Larry Summers,
were at the White House to review restructuring plans from GM and
Chrysler.  "Team is looking through those plans and figuring out
how to be the best partner in what's next for the auto industry,"
The AP quoted Robert Gibbs, the White House press secretary, as
saying.

                 GM Plans Payment-Assurance Program

Robert Sherefkin and David Barkholz at Automotive News report that
GM told its parts suppliers that it will roll out a payment-
assurance program that it hopes the task force will approve this
month.  GM estimates that program to cost the government about
$4.5 billion, according to the report.  The report states that the
company is trying to ease suppliers who are worried that a
bankruptcy might freeze payments for parts delivered.  The report
says that GM is aiming to launch the program on March 31.

According to Automotive News, suppliers would use the insurance to
persuade banks to continue to lend them working capital against
receivables owed for parts delivery.  Automotive News states that
suppliers could demand cash on delivery for parts, without credit
insurance.  This would increase GM's cash problems, the report
says.

            German Gov't Aid to Opel to Take Weeks

Tony Czuczka and Chris Malpass at Bloomberg relates that Economy
Minister Karl-Theodor zu Guttenberg said after talks with GM
executives that any decision on the German government aid for
Opel division will take weeks.  The report quoted Minister
Guttenberg as saying, "General Motors has understood that there
are still a series of open questions and they agree to answer the
open questions.  We also agreed that we're talking about a process
that takes weeks."

The German government had said that Opel's overhaul plan isn't
enough to grant the GM unit's request for EUR3.3 billion in
financial assistance.  "There are many detailed questions that we
will answer," Bloomberg quoted Carl-Peter Forster, Opel's top
executive in Europe, as saying.

GM, to try to win European aid, may give up as much as 50% of its
Opel unit, Bloomberg says, citing Mr. Forster.  According to the
report, Opel's supervisory board agreed to transform the company
into a separate legal entity.

                       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.


GOODYEAR TIRE: Fitch Affirms Issuer Default Rating to 'BB-'
-----------------------------------------------------------
Fitch Ratings affirms The Goodyear Tire & Rubber Company and its
subsidiary Goodyear Dunlop Tires Europe B.V.'s ratings:

GT:

  -- Issuer Default Rating at 'BB-';
  -- $1.5 billion first lien credit facility at 'BB+';
  -- $1.2 billion second lien term loan at 'BB+';
  -- Senior unsecured debt at 'B+'.

GDTE:

  -- EUR505 million European secured credit facilities at 'BB+'.

The Rating Outlook is revised to Negative from Stable.  The
ratings cover approximately $5 billion of outstanding debt.

The revision of the Rating Outlook to Negative reflects Fitch's
estimates of the impact that the weakening global economy and auto
industry will have on GT's financial results, cash flow, and
balance sheet.  Credit concerns include significant expected cash
usage this year, contracting margins, declining volumes,
substantial underfunded pension liabilities, raw material cost
increases in the first half, high leverage, and execution risk of
GT's cash savings strategies.  Additionally, Fitch is concerned
about labor contracts which expire this year and the possibility
that Sumitomo Rubber Industries will exit its alliance with GT.
Fitch could review GT's ratings for a possible downgrade should
these concerns impact the company's long term financial position.

Factors supporting the ratings include GT's strong liquidity
position, cost reduction actions, reduced OPEB liabilities, global
diversification, and a focused marketing strategy that has helped
improve brand strength and revenues per tire.

The first half of 2009 could be especially difficult for GT with
reduced volumes and high raw material costs which could
potentially lead to a high cash burn rate in this period.  GT is
reducing its current first quarter tire production by 12 million
units, which represents 25% of first quarter 2008 tire sales.  GT
forecasts raw material costs to increase 15% to 18% in the first
half of 2009, which Fitch estimates could increase costs by
$590 million, which should be partially offset by price and mix
improvements.  Fitch believes volume pressure in the second half
of the year will remain, but raw material costs could be reduced
substantially and cost savings realized.  GT has a good record of
increasing prices to stay ahead of raw material cost increases,
and production rationalization within the industry could help
support industry tire prices.

At the end of 2008, Fitch calculates GT had a liquidity position
of approximately $1.86 billion, consisting of $1.894 billion of
cash and equivalents and $817 million in aggregate of domestic and
European available revolvers, less $265 million of short-term debt
and $582 million of current maturities of long-term debt.  In the
past GT has commented that it needs about $1 billion of cash to
meet working capital needs and overseas funding requirements
through its operating cycle.  More than 50% of GT's cash holdings
are outside the United States.  GT's $1.5 billion domestic bank
revolver due 2013 has $700 million drawn on it and $497 million of
letters of credit against it currently which cannot exceed $800
million.  This bank revolver is subject to a borrowing base which
could decrease the availability of the facility and is subject to
a covenant that requires consolidated EBITDA to Consolidated
Interest Expenses not to be less than 2.0 times (x) on a rolling
four-quarter basis if the sum of domestic cash plus availability
under the revolver is less than $150 million.  GDTE's
EUR505 million first-lien credit facility due 2012 has
$182 million drawn on it and $10 million of LOCs against it.  This
facility is subject to a covenant that requires consolidated Net
Debt of GDTE (net of cash in excess of $100 million) to
Consolidated EBITDA of GDTE not to exceed 3.0x.

Fitch estimates that GT could use a significant amount of cash in
2009 as a result of required pension contributions, capital
expenditures and debt maturities.  Capital expenditures are likely
to be in the range of $700-800 million in 2009.  Cash requirements
in 2009 in addition to capital expenditures and increased pension
contributions (discussed below) include cash interest expense of
approximately $315 million to $335 million, OPEB contributions
which the company estimates at less than $70 million, and cash
charges related to restructuring actions which Fitch estimates at
over $100 million.  GT also has a $498 million debt maturity in
December.  If the debt markets open before the end of the year,
Fitch believes GT will attempt to issue additional debt to help
fund this maturity and strengthen the company's liquidity
position.  Fitch estimates that GT might need to increase debt in
2010 as well if end markets remain depressed.  GT has an
additional $975 million of debt that matures in 2011.

Pension contributions will continue to be a significant use of
cash at GT in 2009 and 2010.  GT's global pension funds plan asset
balance lost 32.5% of their value in 2008; the U.S. portion lost
35% of its value, leading to the U.S. year-end funded status of
only 57.6% ($2.1 billion underfunded) compared to 87.3% in 2007.
This performance negates the $1.1 billion OPEB liability reduction
from GT's $1 billion 2008 contribution to an independent voluntary
employees' beneficiary association.  GT estimates that pension
contributions in 2009 will be in the $350 million to $400 million
range, and contributions could rise to $550 million to
$600 million in 2010.  At the end of 2008 equities accounted for
64% of GT's U.S. pension plan assets, exposing GT to additional
funding risk given the performance in the markets so far in 2009.

Fitch's expectations for significant cash usage at GT in 2009
incorporate GT's plans to reduce costs and cash expenditures in
some areas.  In response to the current market environment GT is
reducing cash usage in 2009 through the fourth and final year of
its four point cost reduction program, which could achieve cost
savings of $700 million for the year.  Additionally, GT is
reducing its capital expenditures by approximately $250 -
350 million in 2009 from $1.049 billion last year, and it is
targeting inventory reduction of over $500 million.  It is
possible that GT reduces costs further in 2009 through additional
actions including announced capacity reduction initiatives that
are not part of GT's original savings plan, additional low cost
country sourcing efforts, and workforce reductions.

GT's debt-to-EBITDA ratio has increased to 3.5 times (x) as of
Dec. 31, 2008 from 3.0x at the end of 2007.  In 2008 the company's
EBITDA margins contracted to 7.2% from 8% in 2007.  Fitch expects
GT's leverage will continue to rise in 2009 as a result of lower
revenues and declining margins.

Beginning in September 2009 SRI can inform GT of its intent to
exit the alliance for cause pursuant to the terms of the alliance
agreement.  SRI must provide notice of its intention to exit the
alliance within three months of the date the exit rights become
available to SRI.  SRI's alliance ownership includes 25% of GT
Dunlop tires North America and GT Dunlop Tires Europe as well as
75% of GT's business in Japan.  The alliance gives SRI purchasing
leverage and technology sharing with GT.  Fitch believes the
suspension of the exit rights will likely be renewed for an
additional multi year term, but should SRI exercise any rights to
exit the alliance, the payment process would likely extend into
2010.

The rating difference between GT's secured debt and its IDR
reflects the benefit of significant collateral support.  GT's
first lien credit facility and the second line term loan are given
the same ratings due to Fitch's opinion that the collateral
package provides sufficient coverage to both facilities even in
the case of the first lien revolver being fully drawn.  The
difference between the unsecured debt and the IDR reflects the
unsecured debt's junior position in the capital structure, as well
as credit concerns previously described.


HARGRAY COMMUNICATIONS: Moody's Affirms 'B2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings for Hargray Communications Group,
Inc.,  Credit metrics for 2008 and projected metrics for 2009 are
somewhat unfavorable compared to Moody's expectations as of the
original rating assignment in June 2007 but remain appropriate for
a B2 corporate family rating.  Furthermore, Hargray benefits from
adequate liquidity to manage the higher leverage, and the under
performance has not threatened near term compliance with bank
financial covenants, in Moody's opinion.

The outlook remains stable and a summary of the actions follows.

Hargray Communications Group, Inc.

  -- Senior Secured First Lien Bank Credit Facility, Affirmed B1,
     LGD3, 33%

  -- Senior Secured Second Lien Bank Credit Facility, Affirmed
     Caa1, LGD5, 86%

  -- Affirmed B2 Corporate Family Rating

  -- Affirmed B2 Probability of Default Rating

  -- Outlook: Stable

Hargray's B2 corporate family rating reflects the pressure on its
cash flow from increasing competition and the maturity of its core
wireline voice business, although its ability to offer a variety
of services (including voice, video, and high speed data)
positions it well against its competitors.  The primarily debt
funded acquisition of the company by a private equity sponsor
contributed to high leverage (slightly over 6 times debt-to-
EBITDA), and currently weak growth prospects (due primarily to
reduced real estate development activity and sales) limit
Hargray's ability to reduce leverage or to generate meaningful
free cash flow.  Furthermore, margins remain below peers, and the
geographic concentration and lack of scale pose risk.  The company
benefits from its integrated telecommunications model and upgraded
telephony and cable plant, which mitigates the impact of rapid
technological change in the industry.  Hargray's directory
publishing business also provides a high margin, relatively stable
stream of cash flow, albeit with low to negative growth prospects
over the long term.

Moody's most recent rating action concerning Hargray ratings
occurred on June 22, 2007, at which time Moody's revised LGD point
estimates based on a change in the deal structure from the one
proposed earlier in June 2007.

Hargray Communications Group, Inc. operates rural telephone
companies providing voice, high speed data and video services to
Hilton Head Island, South Carolina (also its headquaters) and
surrounding regions.  It serves as the incumbent local exchange
carrier and incumbent cable operator in various territories in
South Carolina, and also operates as a competitive local exchange
carrier in nearby regions in South Carolina.  The company also has
a directory publishing business.  Quadrangle Group acquired
Hargray from its founding family in June 2007.  Its revenue for
the trailing twelve months ended December 31, 2008, was
approximately $135 million.


HARMAN INTERNATIONAL: S&P Affirms Corporate Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Harman International Industries Inc. to negative from stable
and affirmed its 'BB+' corporate credit rating and all debt issue
ratings on the company.

"The outlook revision reflects S&P's view that deterioration in
the global auto markets in the year ahead will hurt Harman's
revenues, earnings, and cash flows in 2009," said Standard &
Poor's credit analyst Nancy Messer.  "Harman's financial
performance in the second fiscal 2009 quarter, ended Dec. 31,
2008, was below S&P's expectations.  As a result, S&P expects the
gap between the company's credit measures and S&P's expectations
for its measures to diminish," she continued.  The rating
affirmation is based on the company's liquidity profile, leading
market position in branded auto audio and infotainment products,
well-recognized brand names in audio products, and leadership in
the production of sophisticated audio technology for the
automotive market.

Harman's weak business risk profile reflects lower profitability
for the 12 months ended Dec. 31, 2008.  The company's margins
eroded significantly during the second fiscal quarter.
Profitability declined because of lower contributions margins from
new launches (the company had a record number of launches--seven--
in fiscal 2008) and underabsorption of costs because of a
significant 24% sales decline year over year, resulting from the
global economic weakness.  The company's ongoing restructuring
efforts to rationalize its cost basis -- begun in mid-2007, when
new management was installed -- have been overtaken by the
magnitude of the global economic downturn and its negative effect
on revenues and cost absorption.  Still, S&P is concerned about
the business's profit potential despite ongoing restructuring
efforts, given Harman's dependence on technological innovation and
focus on premium vehicles.

To restore auto segment margins, Harman has implemented major
restructuring initiatives in engineering, manufacturing, and
logistics operations.  The company expects the programs to produce
$400 million in annualized savings by fiscal 2011.

The company has well-recognized brand names in audio products,
such as Harman/Kardon, JBL, and Infinity; a leading market
position in branded auto audio and infotainment products, as well
as in general audio equipment for professional use; and fair
geographic diversity.  As a leader in the production of
sophisticated audio technology for the automotive market, Harman
must continually innovate to maintain its competitive standing.
For the remainder of fiscal 2009, S&P believes Harman will
continue to face weak production volumes in the auto market
globally, which accounts for about 70% of the company's revenues.
Demand for light vehicles has fallen dramatically in recent
months, and the outlook for Harman's key European automakers
remains weak.  Harman's auto products are found primarily on
premium vehicles.

S&P views Harman's financial risk profile as aggressive.  A new
senior management team was installed after a failed 2007 LBO
attempt by Kohlberg Kravis Roberts & Co. L.P. and the retirement
of founder Sidney Harman in 2008.  In S&P's opinion, the current
management team is focused on operational improvements and
committed to maintaining a stable financial risk profile.  Still,
KKR, which holds the $400 million convertible notes, controls one
seat on the Harman board of directors.  S&P does not expect KKR to
make a second LBO attempt, given a standstill agreement, but its
presence in the corporate governance structure raises the risk
that financial policies could change in the future.

Harman's credit measures were adequate for the rating as of
Dec. 31, 2008, but S&P believes these ratios will decline because
of deterioration in its European market.  S&P's credit measure
targets reflect S&P's expectation that EBITDA will decline sharply
in fiscal 2009 because of the weak global economy that offers no
indication of when demand for light vehicles might recover.
Still, the rating reflects Harman's ongoing restructuring program,
which could lead to improved EBITDA margins in fiscal 2011 in its
automotive segment because of a rationalized global footprint that
should reduce manufacturing and engineering costs.

The negative outlook reflects S&P's opinion that pressure on
Harman's earnings and cash flow from the deteriorating global auto
markets could outpace the benefit to profitability of
restructuring initiatives and recently launched new programs.  S&P
could lower the ratings if the company's operational cash
outflows, after capital spending, exceed $30 million for any four
consecutive quarters in the year ahead.  This could occur if
revenue declines more than S&P expects or operational
inefficiencies arise.  In the year ahead, S&P expects Harman to
demonstrate it can achieve and sustain adjusted annualized EBITDA
of at least $200 million, given its pension- and lease-adjusted
total debt of $678 million as of Dec. 31, 2008, even if this does
not occur in fiscal 2009.  S&P expects earnings and cash flow for
fiscal 2010 to improve, after a very weak 2009, as cost savings
and launch activity begin to benefit earnings.  S&P does not
expect the company to pursue transforming acquisitions or large
dividend payouts in the year ahead that could pressure credit
ratios.

Although highly unlikely in the near term, S&P could revise the
outlook to stable if Harman returns to historical levels of
double-digit adjusted EBITDA margins, despite S&P's view that the
weak global economy and deteriorating production volumes for its
European auto customers will significantly pressure earnings in
fiscal 2009.  Still, Harman could achieve improved margins if
ongoing restructuring initiatives are sufficient to offset
earnings pressures.  S&P's view of the company's prospective
financial policies would be an important aspect of any positive
rating change.


HARRAH'S ENTERTAINMENT: S&P Downgrades Corp. Credit Rating to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc., to 'CC' from
'CCC'.  The rating outlook is negative.

At the same time, S&P lowered the issue-level rating on each of
HOC's outstanding senior secured second-priority and senior
unsecured debt issues to 'C', from 'CCC-' and 'CC', respectively.
S&P also lowered the issue-level rating on Caesars Entertainment
Inc.'s subordinated debt issues to 'C' from 'CC'.

In addition, S&P placed the 'B-' issue-level rating for HOC's
senior secured first-lien credit facilities on CreditWatch with
negative implications.

These actions follow Harrah's announcement that it is offering to
exchange up to $2.8 billion of new 10% senior secured second-
priority notes due 2018 for a portion (or potentially all in some
cases) of each of the outstanding senior unsecured and
subordinated notes in the company's capital structure.  In some
cases, an exchange for the new notes would represent a substantial
discount to the par amount of the outstanding issue.  In addition,
the terms of the exchange offer allow holders of notes maturing in
2015, 2016, and 2017 the option to receive cash pursuant to a cash
tender of up to $150 million (at a substantial discount to par)
offered by Harrah's BC Inc., a wholly owned subsidiary of HET.

Concurrent with the exchange offers and HBC's tender offer,
investors, including Apollo Global Management LLC and TPG Capital
L.P., are launching a $250 million cash tender offer (at a
substantial discount to par) for HOC's existing 10% second-
priority senior secured notes due 2015 and 2018, which were placed
as part of Harrah's December 2008 exchange offer.  The investor
group also intends to amend the offer to include the new notes
immediately upon settlement of the exchange offers and HBC's
tender offer.

S&P views the exchange and tender offers as being tantamount to
default given the distressed financial condition of the company
and S&P's previously stated concerns around Harrah's ability to
service its current capital structure over the next several
quarters absent this exchange offer.  S&P lowered its corporate
credit rating on the company to 'CCC' on Feb. 17, 2009,
following Harrah's announcement that it had submitted borrowing
requests for the remaining amount available under its $2 billion
revolving credit facility.  This was based on S&P's belief that
the company's ability to service its capital structure and remain
in compliance with its bank covenants was in doubt, given S&P's
expectation for EBITDA to decline in the low- to mid-teens
percentage area in 2009.

Upon consummation of the transaction, S&P would lower its ratings
on the existing senior secured second-priority, senior unsecured,
and subordinated debt issues that participate in the exchange or
tender to 'D', and the corporate credit rating to 'SD' (selective
default).  As soon as is possible thereafter, S&P will reassess
Harrah's capital structure and assign new ratings based on the
amount of notes successfully tendered.

"It is our preliminary expectation that, in the event the exchange
succeeds, the corporate credit rating would likely be in the 'CCC'
category following the consummation of the exchange transactions,"
said Standard & Poor's credit analyst Ben Bubeck.

S&P recognizes that the post-exchange capital structure could
eliminate, or at least substantially reduce, Harrah's debt
maturities over the next few years, in addition to meaningfully
lowering the company's outstanding debt.  However, Harrah's
ability to successfully service its debt obligations over the
intermediate term would still rely on a substantial moderation of
the revenue and cash flow declines recently observed in the gaming
sector.  In the event the exchange is successful, however, the
company would likely have greater capacity to weather the current
downturn over at least the next several quarters.

Due to the high variability of the post-exchange capital
structure, S&P is not yet assigning a rating to the new notes.
However, S&P does expect that, in the event the exchange offer is
even modestly successful, the recovery rating on the existing
second-priority notes would be revised to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default, from '5'.  Given the potential that
all of HOC's subsidiaries that pledge their assets to secure the
new notes could also guarantee the new notes, S&P believes the new
notes would have priority over the existing second-priority notes.
The 'B-' issue-level rating on the first-lien credit facilities
will remain on CreditWatch until the conclusion of S&P's review
following the completion of the exchange offer, once the post-
exchange capital structure becomes clear.


HARRAH'S OPERATING: S&P Cuts Corp. Credit Rating to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc., to 'CC' from
'CCC'.  The rating outlook is negative.

At the same time, S&P lowered the issue-level rating on each of
HOC's outstanding senior secured second-priority and senior
unsecured debt issues to 'C', from 'CCC-' and 'CC', respectively.
S&P also lowered the issue-level rating on Caesars Entertainment
Inc.'s subordinated debt issues to 'C' from 'CC'.

In addition, S&P placed the 'B-' issue-level rating for HOC's
senior secured first-lien credit facilities on CreditWatch with
negative implications.

These actions follow Harrah's announcement that it is offering to
exchange up to $2.8 billion of new 10% senior secured second-
priority notes due 2018 for a portion (or potentially all in some
cases) of each of the outstanding senior unsecured and
subordinated notes in the company's capital structure.  In some
cases, an exchange for the new notes would represent a substantial
discount to the par amount of the outstanding issue.  In addition,
the terms of the exchange offer allow holders of notes maturing in
2015, 2016, and 2017 the option to receive cash pursuant to a cash
tender of up to $150 million (at a substantial discount to par)
offered by Harrah's BC Inc., a wholly owned subsidiary of HET.

Concurrent with the exchange offers and HBC's tender offer,
investors, including Apollo Global Management LLC and TPG Capital
L.P., are launching a $250 million cash tender offer (at a
substantial discount to par) for HOC's existing 10% second-
priority senior secured notes due 2015 and 2018, which were placed
as part of Harrah's December 2008 exchange offer.  The investor
group also intends to amend the offer to include the new notes
immediately upon settlement of the exchange offers and HBC's
tender offer.

S&P views the exchange and tender offers as being tantamount to
default given the distressed financial condition of the company
and S&P's previously stated concerns around Harrah's ability to
service its current capital structure over the next several
quarters absent this exchange offer.  S&P lowered its corporate
credit rating on the company to 'CCC' on Feb. 17, 2009,
following Harrah's announcement that it had submitted borrowing
requests for the remaining amount available under its $2 billion
revolving credit facility.  This was based on S&P's belief that
the company's ability to service its capital structure and remain
in compliance with its bank covenants was in doubt, given S&P's
expectation for EBITDA to decline in the low- to mid-teens
percentage area in 2009.

Upon consummation of the transaction, S&P would lower its ratings
on the existing senior secured second-priority, senior unsecured,
and subordinated debt issues that participate in the exchange or
tender to 'D', and the corporate credit rating to 'SD' (selective
default).  As soon as is possible thereafter, S&P will reassess
Harrah's capital structure and assign new ratings based on the
amount of notes successfully tendered.

"It is our preliminary expectation that, in the event the exchange
succeeds, the corporate credit rating would likely be in the 'CCC'
category following the consummation of the exchange transactions,"
said Standard & Poor's credit analyst Ben Bubeck.

S&P recognizes that the post-exchange capital structure could
eliminate, or at least substantially reduce, Harrah's debt
maturities over the next few years, in addition to meaningfully
lowering the company's outstanding debt.  However, Harrah's
ability to successfully service its debt obligations over the
intermediate term would still rely on a substantial moderation of
the revenue and cash flow declines recently observed in the gaming
sector.  In the event the exchange is successful, however, the
company would likely have greater capacity to weather the current
downturn over at least the next several quarters.

Due to the high variability of the post-exchange capital
structure, S&P is not yet assigning a rating to the new notes.
However, S&P does expect that, in the event the exchange offer is
even modestly successful, the recovery rating on the existing
second-priority notes would be revised to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default, from '5'.  Given the potential that
all of HOC's subsidiaries that pledge their assets to secure the
new notes could also guarantee the new notes, S&P believes the new
notes would have priority over the existing second-priority notes.
The 'B-' issue-level rating on the first-lien credit facilities
will remain on CreditWatch until the conclusion of S&P's review
following the completion of the exchange offer, once the post-
exchange capital structure becomes clear.


HEREFORD BIOFUELS: Parent to "Go Dark" and Deregister With SEC
--------------------------------------------------------------
Panda Ethanol, Inc., said that by March 30, 2009, it intends to
file a Form 15 with the Securities and Exchange Commission to
deregister its common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and suspend the company's
reporting obligations under Sections 13(a) and 15(d) of the
Exchange Act.  Upon the filing of the Form 15, the company's
obligation to file periodic and current reports with the SEC,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
The company is eligible to file Form 15 because its common stock
is held of record by less than 300 persons.

Darol Lindloff, the chief executive officer of Panda Ethanol,
stated that "after evaluating and discussing the options before
the company, especially in light of the bankruptcy filings by our
Hereford subsidiaries, the company's board of directors has
determined that the benefits of remaining a reporting public
company were outweighed by the financial costs of complying with
the associated regulatory requirements. As a result, the board has
concluded that going dark is in the best interest of the company
and its stockholders."

On January 23, 2009, the company's subsidiaries holding and
managing its Hereford ethanol refinery filed voluntary petitions
for relief under Chapter 11 of United States Bankruptcy Code.  The
company does not anticipate that it or its shareholders will
receive any proceeds from the sale of the Hereford facility.  The
company will continue to manage construction and operations at the
Hereford facility during the bankruptcy cases.  However, the
company no longer has control of the facility and could be
replaced as manager upon completion of the sale of the Hereford
facility.  The company is currently assessing its options with
respect to future operations or projects.  Due to current economic
and market conditions, activities on the company's other
development projects are on hold.

In connection with the deregistration process, the company's
common stock will no longer be eligible for quotation on the OTC
Bulletin Board.  The company anticipates that its shares of common
stock will be quoted on the Pink Sheets, but there can be no
assurance that any broker will make a market in the company's
common stock.  Holders of restricted shares of the company's
common stock should be aware that once the company suspends its
reporting obligations under the Exchange Act, such holders will no
longer be permitted to rely on Rule 144 under the Securities Act
of 1933, as amended, to effect public resales of such common
stock.  Rule 144(i) prohibits the use of Rule 144 for the resale
of securities that were issued by a company that was a shell
company at or before the time of issuance and that is not subject
to the reporting requirements of Section 13 or 15(d) of the
Exchange Act. The company's predecessor, Cirracor, Inc., was a
shell company.

                 About Hereford Biofuels Holdings

Hereford Biofuels Holdings, based in Dallas, Texas, and three
affiliates filed for Chapter 11 bankruptcy on January 23, 2009
(Bankr. N.D. Tex. Case No. 09-30452).  Judge Stacey G. Jernigan
presides over the case.  Gregory M. Gordon, Esq., at Jones Day,
serves as the Debtors' bankruptcy counsel.  When it filed for
bankruptcy, Hereford Biofuels disclosed $50 million to $100
million in assets and $100 million to $500 million in debts.

                       About Panda Ethanol

Headquartered in Dallas, Texas, Panda Ethanol Inc. (OTC BB: PDAE)
-- http://www.pandaethanol.com-- is currently developing six 115
million gallon-per-year denatured ethanol projects located in
Texas, Colorado and Kansas.  Four of these facilities will each
generate the steam used in the ethanol manufacturing process by
gasifying upwards of 1 billion pounds of cattle manure per year.

Panda is currently constructing its first biomass-fueled refinery
in Hereford, Texas and anticipates ethanol production to commence
during the third quarter of 2008.  Once complete, the Hereford
facility will be one of the most fuel-efficient ethanol refineries
in the nation and the largest biomass-fueled ethanol plant in the
United States.

Panda Ethanol's founder is Panda Energy International, a privately
held company which has built more than 9,000 MW of electric
generation capacity at a cost of $5 billion.


HOVNANIAN ENTERPRISES: Weak Cash Flow Cues Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Hovnanian
Enterprises, Inc., including the company's corporate family rating
to Caa1 from B3, second lien senior secured notes to B1 from Ba3,
senior unsecured notes to Caa2 from Caa1, senior sub notes to Caa3
from Caa2, and preferred stock to Ca from Caa3.  The third lien
senior secured notes were confirmed at B3 and the speculative
grade liquidity assessment was affirmed at SGL-2.  The ratings
outlook is negative.  This concludes the review for downgrade
process that was initiated on February 4, 2009.

The downgrades reflect Moody's expectation that Hovnanian's cash
flow performance will weaken considerably in 2009 and be followed
by an even weaker 2010.  Even though Hovnanian was the second-to-
last in the industry to turn cash flow positive on a trailing
twelve month basis, it will be among the first in the industry to
once again turn cash flow negative, beginning this year, after
excluding the contribution from tax loss refunds.  In addition,
the downgrades consider the thin net worth buffer of about
$263 million (after giving 50% equity credit to the preferred
stock), which Moody's anticipates will be further reduced by
continuing impairment charges.  As a result, debt leverage,
already greatly elevated at an adjusted 91%, is likely to climb
even further.  Finally, Moody's is projecting that the company
will continue generating sizable quarterly operating losses well
into 2010.

At the same times, the ratings are supported by the company's
comfortable current cash position of about $842 million, covenant
compliance flexibility, and absence of any material near term debt
maturities.

The negative outlook reflects the expectation of Moody's Corporate
Finance Group that housing market conditions will worsen in 2009,
the bottom is not yet visible, government actions will be helpful
largely at the margin, liquidity will remain tight and lender
behavior uncertain, and 2009 will be a year of greatly reduced
deliveries.

Going forward, the ratings could be lowered further if the company
were to engage in a distressed bond exchange, violate the only
remaining covenant in its revised covenant package, and/or deplete
its cash reserves either through sharper-than-expected operating
losses or through a sizable investment or other transaction.  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 reduce debt leverage to a more
manageable 60 - 70% target level.

These rating actions were taken:

  -- Corporate family rating lowered to Caa1 from B3;

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

  -- Second lien senior secured notes lowered to B1 (LGD2, 22%)
     from Ba3 (LGD2, 24%);

  -- Third lien senior secured notes confirmed at B3 (LGD3, 35%)
     from B3 (LGD3, 45%);

  -- Senior unsecured notes lowered to Caa2 (LGD4, 65%) from Caa1
     with an (LGD5, 71%);

-- Senior subordinated notes ratings lowered to Caa3 (LGD6,
   93%) from Caa2 (LGD6, 93%);

  -- Preferred stock rating lowered to Ca (LGD6, 97 %) from Caa3
     (LGD6, 97%);

  -- Speculative grade liquidity assessment affirmed at SGL-2.

The substantial upnotching of the rating on the second lien senior
secured notes reflect their second lien status and well secured
priority position in the capital structure.

All of K. Hovnanian Enterprise's debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc., and its restricted operating
subsidiaries.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and consolidated net income
(before preferred dividends) for fiscal 2008 were
$3.3 billion and -$1.1 billion, respectively.


INSITE VISION: To Appeal NYSE Decision to Delist Shares
-------------------------------------------------------
InSite Vision Incorporated (NYSE Alternext US:ISV) reported
Wednesday that NYSE Alternext US LLC has notified InSite that it
has not accepted the plan that the company filed in January with
regard to how it intends to regain compliance with Sections
1003(a)(i) and (ii) of the Exchange's Company Guide by June 15,
2010, that InSite no longer complies with the Exchange's continued
listing standards and that as a result the Company's common stock
is subject to being delisted from the Exchange.  InSite has
appealed this determination and requested an oral hearing before a
committee of the Exchange, which it expects to be heard within the
next 45 days.

In addition, the staff of the Exchange notified InSite that
pursuant to Section 1003(f)(v) of the Company Guide, the staff
believes that a reverse stock split is appropriate in view of the
fact that InSite's common stock has been selling for a substantial
period of time at a low price per share and that the low selling
price of its common stock over the aforementioned period
constituted an additional deficiency with respect to the
Exchange's continued listing requirements.

On December 19, 2008, InSite received notice from the Exchange,
advising the company that it is not in compliance with certain of
the Exchange's continued listing standards as set forth in part 10
of the Exchange's Company Guide. Specifically, the Exchange stated
that the company was not in compliance with Section 1003(a)(i) of
the Company Guide because InSite's stockholders' equity is less
than the required $2,000,000 and it has losses from continuing
operations and net losses in two of its three most recent fiscal
years, and is not in compliance with Section 1003(a)(ii) of the
Company Guide because InSite's stockholders' equity is less than
the required $4,000,000 and it has losses from continuing
operations and net losses in three of its four most recent fiscal
years.

InSite intends to continue working with the Exchange toward
resolution of this issue in order to regain compliance with the
Exchange's listing standards by June 15, 2010. If InSite fails to
gain acceptance of its plan, the Exchange may initiate delisting
proceedings. If the Exchange accepts InSite's plan based on
appeal, InSite may be able to continue its listing through
June 15, 2010 or such other period as is determined by the
Exchange, during which time it will be subject to periodic review
to determine if it is making progress consistent with the plan.

If the Company does not regain compliance by June 15, 2010, or if
the Company does not make progress consistent with the plan during
the plan period, the Exchange may initiate delisting procedures.
There can be no assurance that the hearing will be decided in
favor of InSite, or that the Company's plan will be acceptable to
the Exchange or that if such plan is acceptable to the Exchange,
that the Company will be able to make progress consistent with
such plan.

                        About InSite Vision

Based in Alameda, California, InSite Vision --
http://www.insitevision.com-- is committed to advancing new and
superior ophthalmological products for unmet eyecare needs. InSite
is recognized for the discovery and development of novel ocular
pharmaceutical products based on its DuraSite(R) bioadhesive
polymer core technology, an innovative platform that extends the
duration of drug delivery on the eye's surface thereby reducing
frequency of treatment and improving the efficacy of topically
delivered drugs. By formulating the well-established antibiotic
azithromycin in DuraSite, InSite developed the lowest-dosing
ocular antibiotic available to the United States ophthalmic
market, AzaSite(R) (azithromycin ophthalmic solution) 1%. AzaSite
is marketed by Inspire Pharmaceuticals in the United States for
the treatment of bacterial conjunctivitis (pink eye) and by
international partners in South Korea, four countries in South
America, Turkey and China.


INTERLAKE MATERIAL: Gets Court OK to Sell Biz to Mecalux for $30MM
------------------------------------------------------------------
Interlake Material Handling Inc. has obtained permission to sell
its business for $30 million to Mecalux SA, Spain's largest maker
of warehouse equipment, Bloomberg's Bill Rochelle reported.  There
were no competing bids at auction, according to the report.

Interlake Material and its affiliated debtors earlier won approval
from the Court to auction off on March 4 substantially all of
their assets.  The Debtors, on Dec. 31, 2008, signed a contract
with Mecalux USA, Inc., and Mecalux Mexico S.A. de C.V., and have
agreed to sell their assets to Mecalux for $30,000,000, absent
higher and better bids for those assets.  Other bids for the
assets were due March 2.

Interlake Material has hired an auctioneer to sell the equipment
in three plants that aren't being sold to Mecalux SA.

                     About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  The Debtors proposed Young, Conaway,
Stargatt & Taylor LLP, as their local counsel; Lake Pointe
Advisors LLC and Huron Consulting Services LLC as financial
advisors; and Kurtzman Carson Consultants LLC as claims agent.
When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERNATIONAL COAL: S&P Affirms Corporate Credit Rating at 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Scott Depot, West Virginia-based
International Coal Group LLC and removed all ratings from
CreditWatch where they were placed with negative implications on
Feb. 13, 2009.  The outlook is negative.

"The affirmation and CreditWatch removal reflect the company's
recent announcement that it had successfully entered into an
amendment of its $100 million credit facility to ease certain debt
covenants during 2009," said Standard & Poor's credit analyst
Sherwin Brandford.

The company had sought covenant relief because of the combination
of weaker-than-expected fourth-quarter performance, customer
deferrals of higher-priced metallurgical coal shipments, and the
tightening of covenant requirements effective Jan. 1, 2009.
However, with required covenant levels governing the amended
credit facility tightening each quarter during 2009, ICG's
operating performance will need to improve materially from current
levels to remain in compliance.  Specifically, the maximum
leverage covenant, which has been amended to 4.5x for the 12
months ending March 31, 2009, declines for the four consecutive
quarters that follow, eventually stabilizing at 2.75x for the 12-
month periods ending after Jan. 1, 2010.  In addition, the company
is currently required to maintain minimum liquidity, defined as
cash and revolver availability, of $25 million, which increases to
$40 million at Jan. 1, 2010.

The rating on ICG reflects the company's modest size, high cost
profile, meaningful exposure to the difficult operating
environment of Central Appalachia, and limited liquidity.  The
rating also reflects the company's significant near term capital
expenditure program and the current conditions of its mines
because of underspending by its predecessors during past
bankruptcies.  Still, W.L. Ross & Co., the partial owner of ICG,
remains committed to ensuring adequate liquidity at ICG during the
completion of the ongoing capital spending program.


JOHN KING: Court Dismisses Chapter 7 Bankruptcy Case
----------------------------------------------------
The Hon. Thomas Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama has denied John A. King's petition
for Chapter 7 bankruptcy protection, Paul J. Nyden at The
Charleston Gazette reports.

According to The Charleston Gazette, Judge Nyden learned that
Mr. King has been hiding from the Court at least $670,000 in
assets he held in the Bone Maker Trust, one of several accounts
Mr. King created.  Judge Nyden then ruled that Mr. King can no
longer use his federal bankruptcy filing to eliminate debts or
protect himself from financial claims and lawsuits, The Charleston
Gazette says.

The Charleston Gazette relates that Mr. King submitted a Chapter 7
bankruptcy petition on December 4, 2007, saying that he had no
cash, no checking or savings accounts, no firearms, no clothing,
no furs, and no jewelry of any value.

Mr. King, according to The Charleston Gazette, said that he had no
monthly income, hadn't collected pension benefits and the he had
no monthly expenses.  The report says that Mr. King listed
$125,204 in liabilities and $500 in assets, the value of his 1993
Volvo.

The Charleston Gazette reports that on September 19, 2008,
Mr. King filed an amended personal property schedule in the Court,
listing $52,547 in assets, including $49,747 in pension benefits,
$2,000 in a trust fund, and the $500 Volvo.

Birmingham News relates that Mr. King revealed to the Court on
Wednesday that he had deposited paychecks into his mother's bank
account and still had hundreds of thousands of dollars in the Bone
Maker Trust.

Judge Bennett, according to the Birmingham News, told Mr. King,
"It occurs to me that you've structured your affairs so that your
creditors would have great difficulty in reaching into your income
as a doctor."  Judge Bennett said that he didn't believe most of
what Mr. King said during the bankruptcy proceedings, the report
states.

The Charleston Gazette states that former clients Renee Blackman,
who has filed a lawsuit with Misty Shepherd against Mr. King,
claimed that the Debtor inflicted unnecessary pain while treating
her.  According to the report, Ms. Shepherd alleged that Mr. King
caused major medical problems by overdosing her with prescription
drugs.

Mr. King, The Charleston Gazette relates, has an ongoing dispute
with the Internal Revenue Service, which claimed that Mr. King
owes about $1,001,933 in federal income taxes.  The report says
that U.S. Attorney Alice H. Martin filed in February a motion to
force Mr. King to pay those back taxes.  Judge Bennett, states the
report, ruled in favor of the IRS on February 24, after Mr. King
failed to show up for the hearing on February 19.  Mr. King filed
an appeal of Judge Bennett's order, claiming he didn't receive the
letter informing him about the hearing until February 20,
according to the report.

John A. King generated 124 medical malpractice lawsuits during his
seven months on the staff of Putnam General Hospital.


KINGSLEY CAPITAL: Files Second Amended Disclosure Statement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
scheduled a hearing on April 21, 2009, at 1:30 p.m. to consider
the adequacy of the disclosure statement explaining Kingsley
Capital, Inc.'s amended Plan of Reorganization.  Objections, if
any, to the Disclosure Statement will be made in writing and filed
with the Court not less than 10 days prior to the hearing on the
adequacy of the Disclosure Statement.

Kingsley Capital filed with the Court on February 20 a Second
Amended Disclosure Statement explaining its Amended Plan of
Reorganization.

The Plan anticipates the orderly collection of the College
Partnership assets, the ordinary course sale or refinancing of the
Ramona Property, and the ordinary course development and sale of
the minerals, for distribution to creditors pursuant to the
priority provisions of the Bankruptcy Code.  Given the status of
potential sales in the following months that should result in
payment in full of all creditors with interest, the Debtor
believes that its Plan is in the best interests of the creditors
and the Interest holders.

The Plan segregates the various claims against and interests in
the Debtors into 10 classes:

    Class 1   San Diego Secured Claim

    Class 2   Fidelity Secured Claim

    Class 3   National Legal Secured Claim

    Class 4   John Grace/New Horizons Secured Claim

    Class 5   Burg Simpson Secured Claim

    Class 6   Priority Non-Tax Claims

    Class 7   General Unsecured Claims

    Class 8   Insider General Unsecured Claims

    Class 9   New Horizon Claims

    Class 10  Interests

Claims in Classes 3 through 9 are all impaired under the Plan and
are conclusively presumed to have accepted the Plan.  Classes 1, 2
and 10 are unimpaired under the Plan and are conclusively presumed
to have accepted the Plan.

The holder of the Allowed Claim of John Grace or New Horizons, LLC
(whichever is the proper holder) under Class 4 for $850,000, that
is secured by a third priority lien encumbering the Ramona
Property, will retain its lien with the same validity it held
prior to the filing of the Bankruptcy Case, but shall otherwise be
treated as part of the Class 9 Claim.

General Unsecured Claims under Class 7 will receive their Pro
Rata share of Available Cash not used to pay Allowed
Administrative Claims, Allowed Professional Fee Claims, Allowed
Class 6 Priority Non-Tax Claims, or Allowed Priority Unsecured Tax
Claims.

At least 33% of the Allowed Class 7 Claims must be paid on or
before the date that is one year after the Effective Date, at
least 66% in the aggregate of the Allowed Class 7 Claims must be
paid on or before the date that is two years after the Effective
Date, and the Allowed Class 7 Claims must be paid in full on or
before the date that is three years after the Effective Date,
The Debtor believes that the amount of Allowed Claims in Class 7
will approximate $440,000.

As soon as reasonably practical following the date upon which the
Debtor has either paid in full or reserved for the payment of all
Allowed Administrative Claims, Professional Fee Claims and
Priority Non-Tax Claims and all Claims in Class 6, Claimants with
Allowed Class 9 Claims will be entitled to receive 15% of
Available Cash.

Once the Allowed Class 7 Claims have been paid in full with
interest, Claimants with Allowed Class 9 Claims shall become
entitled to receive distributions of 50% of Available Cash.  Once
the Allowed Class 8 Claims have been paid in full with interest,
Claimants with Allowed Class 9 Claims shall become entitled to
receive Distributions of All Available Cash until the Allowed
Class 9 Claims are paid in full.

A full-text copy of the Debtor's Second Amended Plan, as filed
with the Court on February 20, 2009, is available at:

     http://bankrupt.com/misc/KingsleyCapital.2ndAmendedDS.pdf

Denver, Colorado-based Kingsley Capital Inc. filed for Chapter 11
relief on May 23, 2008 (Bankr. D. Colo. Case No. 08-17152).
Christian C. Onsager, Esq., David M. Rich, Esq., and Michael J.
Guyerson, Esq., at Onsager, Staelin & Guyerson LLC, represent the
Debtor as counsel.  The Debtor filed on June 9, 2008, its
schedules of assets and schedules, disclosing total assets of
$10,356,146 and total liabilities of $5,028,840.


LANDAMERICA ASSESSMENT: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: LandAmerica Assessment Corporation
        aka National Assessment Corporation
        5600 Cox Road
        Glen Allen, VA 23060

Bankruptcy Case No.: 09-31453

Debtor-affiliates filing subject to Chapter 11 petitions on
Nov. 26, 2008:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Financial Group Inc.                   08-35994
LandAmerica 1031 Exchange Services Inc.            08-35995

Type of Business: The Debtor and its affiliates provide products
                  and services that facilitate the purchase,
                  sale, transfer, and financing of residential
                  and commercial real estate to a broad-based
                  customer group including: residential and
                  commercial property buyers and sellers, real
                  estate agents and brokers, developers,
                  attorneys, mortgage brokers and lenders, and
                  title insurance agents.  The Debtor and its
                  affiliates operate through approximately 700
                  offices and a network of more than 10,000
                  active agents throughout the world, including
                  Mexico, Canada, the Caribbean, Latin America,
                  Europe, and Asia.  Based on title premium
                  revenue, the Debtor is one of the largest title
                  insurance underwriters in the United States.
                  In addition to their core title insurance
                  business, the Debtor and its affiliates also
                  provides a comprehensive suite of other
                  products and services for residential and
                  commercial real estate transactions, including
                  appraisals, home inspections, warranties, title
                  search, examination, escrow, and closing
                  services.

Chapter 11 Petition Date: March 6, 2009

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: John H. Maddock III, Esq.
                  jmaddock@mcguirewoods.com
                  McGuireWoods LLP
                  One James Center, 901 E. Cary St.
                  Richmond, VA 23219-4030
                  Tel: (804) 775-1178

Estimated Assets: $10 million to $50 million

Estimated Debts: $500,000 to $1 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
BVT Institutional              arbitration award $2,613,424
Investments, Inc. and
U.S. Retail Income Fund,
VIII-D L.P.
c/o T. Tucker Hobgood
Johnson Hobgood Rutherford
LLC
600 Galleria Parkway
Suite 950
Atlanta, GA 30339
Tel: (770) 333-9933
Fax: (770) 563-8330

Metroplaza Associates          lease agreement   $14,915
Attn: Anna/Accounting Office
1200 Wood Avenue South
Suite 603
Iselin, New Jersey 08830
Tel: (732) 603-7002
Fax: (732) 494-5198

Miles& Stockbridge PC          legal services    $13,555
Attn: E. Hutchinson
      Robbins, Jr.
10 Light Street
Baltimore, Maryland 21202
Tel: (410) 727-6464
Fax: (410) 385-3700

Commercial Realty &            lease agreement   $12,300
Resources Corp.

8000-8008 Corporat LLC         trade debt        $9,466

Morgan Lewis & Bockius         legal services    $9,438


Stites & Harbison PLLC         legal services    $8,796

Managed Business               services deal     $8,104

Solutions, L.L.C.              trade debt        $7,500

Seyfarth Shaw LLP              legal services    $5,784

Martin & Associates            trade debt        $5,100
Environmental Services

GloriousSun Robert Martin LLC  trade debt        $4,851

Kennedy Wilson Properties      lease agreement   $4,555

Nasim Ahmed                    trade debt        $4,290

Staples Business Advantage     supplies          $3,628
Dept.

BC Group                       trade debt        $3,125

Geologic                       trade debt        $2,800

John Komar                     trade debt        $2,675

Patti Weber                    trade debt        $2,550

Richard Deluna                 trade debt        $2,400

The petition was signed by G. William Evans, president and chief
financial officer.


LEUCADIA NATIONAL: Moody's Cuts Rating on $98 Mil. Notes to 'B2'
----------------------------------------------------------------
Moody's Investors Service has downgraded the debt rating of
Leucadia National Corporation and has placed the ratings on review
for further possible downgrade.

These ratings have been downgraded and placed on review for
further possible downgrade:

  -- $98 million 8.65% junior subordinated debentures due 2027
     downgraded to B2 (LGD6, 96%) from B1 (LGD6, 96%);

  -- $221 million 3.75% convertible senior Sub notes due 2014
     downgraded to B2 (LGD6, 92%) from B1 (LGD6, 90%);

  -- $100 million 7.75% senior notes due 2013 downgraded to Ba3
      (LGD4, 51%) from Ba2 (LGD3, 46%);

  -- $375 million 7% senior global notes due 2013 downgraded to
     Ba3 (LGD4, 51%) from Ba2 (LGD3, 46%);

-- $500 million 7.13% senior global notes due 2017 downgraded
   to Ba3 (LGD4, 51%) from Ba2 (LGD3, 46%);

  -- $500 million 8.13% senior notes due 2015 downgraded to Ba3
     (LGD4, 51%) from Ba2 (LGD3, 46%);

-- Senior, subordinated, and preferred debt shelf, downgraded
   to (P) Ba3, (P) B2, and (P) B2 from (P) Ba2, (P) B1, and (P)
     B1, respectively.

The downgrade and the review is prompted by the weak operating
environment for Leucadia's various business units, substantial
decline in current asset values, and the recent and anticipated
performance for the company's operations and investments.  Moody's
believes that various businesses may pressure Leucadia's cash flow
generation as they experience further sales and margin pressure.

The review is prompted by the company's weak operating performance
and the weakened outlook for its business units and for its
investments.  The review will focus on: (i) the ability of its
investments to generate positive cash flow; (2) the ability to
profitably monetize its investments, (iii) the company's projected
liquidity.

The last rating action was September 24, 2007 when Moody's
Investors Service assigned a Ba2 rating to Leucadia National
Corporation's $500 million senior notes.  Moody's also assigned a
(P) Ba2, (P) B1, (P) B1 to the company's senior, subordinated, and
preferred debt shelf, respectively, and affirmed existing ratings.

Leucadia National Corporation, based in New York City, is a
diversified investment company engaged in a variety of businesses,
including manufacturing, telecommunications, property management
and services, gaming entertainment, real estate activities,
medical product development and winery operations.  The Company
also has significant investments in the common stock of two public
companies that are accounted for at fair value, one of which is a
full service investment bank and the other an independent auto
finance company.  The company also owns equity interests in
operating businesses and investment partnerships which are
accounted for under the equity method of accounting, including a
broker-dealer engaged in making markets and trading of high yield
and special situation securities, land based contract oil and gas
drilling, real estate activities and development of a copper mine
in Spain.  In 2008 Leucadia generated approximately $1 billion in
revenues.


LYONDELL CHEMICAL: Houston Refining Unit Sues Koch for $11.3MM
--------------------------------------------------------------
Houston Refining, LP, one of the debtor-affiliates of bankrupt
Lyondell Chemical Company, has filed a complaint before the U.S.
Bankruptcy Court for the Southern District of New York seeking to
recover $11,339,925 against Koch Supply & Trading, LP, which
payment became due on January 9, 2009.

In December 2008, the Debtor and Koch Supply entered into a
Feedstock Sale Agreement wherein the Debtor sells reformer feed
to Koch Trading, and Koch Supply must pay for the reformer fee
within three days of receipt of the invoice.  The Debtor and Koch
Supply also entered into:

  * a Refined Products Sale Agreement in which the Debtor sells
    to Koch Trading nonoxygenated conventional gasoline and Koch
    Supply is required to pay for the non-oxygenated
    conventional gasoline within two days of receipt of the
    invoice; and

  * two Feedstock Sale Agreements wherein the Debtor sells high
    sulfur vacuum gas oil.  Under the Feedstock Agreements, Koch
    Supply must pay for the vacuum oil gas within three days of
    receipt of each invoice.

The total amount due and owing under the invoices for:

  (1) the Feedstock Sale Agreement through the Petition Date is
      $2,117,800;

  (2) the Refined Products Sale Agreement which became due on
      January 15, 2009, is $3,970,129;

  (c) the Feedstock Sale Agreements, as of January 16, 2009, is
      $5,222,924.

Koch Supply is also obligated to the Debtor for a $29,071
demurrage fee that accrued as of October 10, 2008, and which
remained unpaid.

To the extent the Agreements are executory pursuant to Section
365 of the Bankruptcy Code, the agreements have neither been
assumed nor rejected, and the Debtor continues to perform under
the agreements, asserts Andrew M. Troop, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York.  The Debtor, thus, reserves
its rights and claims under the Agreements, including for any
product delivered to Koch Supply under the agreements since the
Petition Date.

Mr. Troop says that the total unpaid aggregate amount due and
owing to the Debtor from Koch Supply is $11,339,925.  The total
amount is not contingent or subject to dispute.  He asserts that
Koch Supply has refused, and despite demand, continues to refuse,
to pay the Debtor.  He adds that the amount owed to the Debtor
for the Products delivered through the Petition Date and for the
Demurrage Fee is considered matured debt under Section 542(b) and
Koch Supply is in violation of Section 542(b) for failing to pay
the matured debt to the Debtor.  He says that the Agreements,
which give rise to Koch Supply's obligation to pay the Demurrage
Fee, constitute valid, binding and enforceable contracts between
the Debtor and Koch Supply.

Mr. Troop further notes that Koch Supply's failure and refusal to
remit to the Debtor the amounts due under the Agreements
constitutes a breach of each of those agreements.

Accordingly, the Debtors ask for judgment:

  (i) declaring that the Debtor is owed a matured debt
      for $11,339,925 by Koch Supply and that Koch Supply is in
      violation under Section 542(b) because it has not paid its
      debt to the Debtor;

(ii) directing that Koch Supply turn over to the Debtor the
      amount it owes to the Debtor;

(iii) declaring that Koch is in violation of Sections 362(a)(3)
      and 362(a)(7); and

(iv) awarding the Debtor its costs and expenses, including
      attorneys' fees incurred in order to obtain compliance by
      Koch Supply with its obligations under 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: Sues Air Products on Attempt to Get Payment
--------------------------------------------------------------
Lyondell Chemical Company filed a complaint with the U.S.
Bankruptcy Court for the Southern District of New York against Air
Products L.P., Air Products LLC, Air Products Chemicals Europe,
B.V., and Air Products and Chemicals, Inc., for these parties'
improper attempt to collect settlement payments under a settlement
agreement with non-debtor affiliate Lyondell Chimie TDI, SCA, and
its managing entities, Lyondell France Holdings SAS and Lyondell
Chimie France SAS.

Air Products and Olin Corporation entered into an agreement in
which Olin purchased from Air Products dinitrotoluene or DNT and
processed the DNT in Olin's plant in Lake Charles, Louisiana.
The DNT Agreement, including the ownership of the Lake Charles
Facility, was assigned to ARCO Chemical Company and then to
Lyondell.  In 2005, Air Products and Air Products Europe and
Lyondell and Lyondell Chimie entered into an agreement wherein
Lyondell and Lyondell Chimie purchased toluenediamine or TDA used
in Lyondell Chimie's manufacture of product at its Pont De Claix,
France facility from Air Products and Air Products Europe.

Subsequent to Lyondell's announcement of ceasing its (i)
operations at Lake Charles Facility and (ii) purchase of DNT from
Air Products, Air Products filed a lawsuit against Lyondell in
the Supreme Court of New York alleging that Lyondell had
repudiated the DNT Agreement and owed Air Products liquidated
damages under the DNT Agreement.  Lyondell denied Air Products'
allegations and asserted a counterclaim alleging that Air
Products owed Lyondell damages for breach of the DNT Agreement.

                 The Settlement Agreement

In June 2007, Lyondell and Air Products settled the DNT Lawsuit
by entering into a settlement agreement which provides, among
others, mutual releases under the DNT Lawsuit and the
Counterclaim.  Lyondell also agreed to make initial settlement
payment to Air Products for $49,000,000 on June 8, 2007.
Lyondell is required to make four additional settlement payments
for:

    (i) $10,000,000 on January 31, 2008,
   (ii) $10,000,000 on January 30, 2009,
  (iii) $10,000,000 on January 29, 2010, and
   (iv) $10,000,000 on January 31, 2011.

Consequently, Lyondell and Air Products terminated the DNT
Agreement.  Lyondell, Air Products, and Lyondell Chimie also
amended the TDA Contract in which Air Products and Air Products
Europe are required to pay a credit volume rebate if ever the TDA
purchased by Lyondell and Lyondell Chimie is greater than 25,000
metric tons.

After its payment of the Initial Settlement Amount, Lyondell filed
a stipulation of dismissal with respect to the DNT Lawsuit.
Lyondell also made to Air Products the 2008 Additional Settlement
Payment, which has been reduced to $6,891,110 based on a rebate
owed to Lyondell.

On January 5, 2009, Air Products LLC issued an invoice to
LyondellBasell Industries AF S.C.A. regarding the Additional
Settlement Payment scheduled for January 30, 2009, for $7,639,930,
which has been reduced pursuant to the rebate under the TDA
Amendment.  Lyondell informed Air Products that it cannot pay the
2009 Additional Settlement Payment due to its bankruptcy case.

Without informing Lyondell Chimie, Air Products filed a request
for garnishment of credits in the Court of First Instance of Aix
en Provence, Bouche du Rhone, France, seeking to garnish Lyondell
Chimie's assets for $27,639,930 because Lyondell Chimie was
jointly obligated to pay the 2009 Additional Settlement Payment
as well as the future additional settlement payments.  In
separate requests, Air Products also sought garnishment of
Lyondell Chimie's parent companies' assets for $27,639,930
asserting that their being general partners to Lyondell Chimie
jointly obligated them to the 2009 and future settlement
payments.

By garnishment orders in February 2009, the Court of First
Instance authorized Air Products to garnish all amounts held by
Lyondell Chimie up to $27,639,930 with Citibank International PLC
in Paris, France and the Lyondell Chimie Parents up to $27,639,930
with Citibank and Bank of America in Paris, France.  At the time
of the Garnishment Orders served upon Citibank, (i) Lyondell
Chimie's account with EUR196,961, Lyondell Chimie France SAS'
account with EUR287,973 and Lyondell France Holdings SAS' account
with EUR46,708 have been frozen and inaccessible.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, points out that given the non-involvement of Lyondell
Chimie and the Lyondell Chimie Parents to the DNT Lawsuit, the
Settlement Agreement or the Additional Settlement Payments, Air
Products improperly seeks to avoid the effect of the automatic
stay by obtaining payment from Lyondell Chimie and the Lyondell
Chimie Parents, instead of from the Debtors.

Similarly, Air Products' initiation of the Garnishment Requests
attempts to improperly control assets of the Debtors' estates in
violation of the automatic stay and the order enforcing the
automatic stay in the Chapter 11 proceedings, he argues.

Applicable non-bankruptcy law precludes collection of a joint
debt in an action against a single party, Mr. Ellenberg asserts.
Accordingly, the Debtors are entitled to a preliminary and
permanent injunction enforcing the automatic stay under Section
362 of the Bankruptcy Code to enjoin Air Products from continuing
to garnish the assets of, or from seeking to obtain a final
judgment against, Lyondell Chimie and the Lyondell Chimie Parents
based on the Settlement Agreement, he says.

Mr. Ellenberg stresses that Lyondell Chimie and the Lyondell
Chimie Parents do not possess assets sufficient to satisfy the
Garnishment Orders, and to fund a defense to any actions taken by
Air Products to obtain or pay a final judgment with respect to
the Settlement Agreement.  If Air Products is permitted to pursue
its garnishment actions, it would result to Lyondell Chimie and
Lyondell Chimie Parents' involuntary foreign insolvency filings,
which could result to liquidation.

The potential loss of control to a foreign liquidator would be
disastrous to the Debtors' reorganization efforts, Mr. Ellenberg
asserts.  Moreover, if Air Products is permitted to pursue their
claims against Lyondell Chimie and the Lyondell Chimie Parents, a
finding of liability in Air Products' favor would likely give
rise to contribution and indemnity claims by Lyondell Chimie and
the Lyondell Chimie Parents against the Debtors.  Any valid
claims of Air Products can be dealt with in the course of the
Debtors' Chapter 11 cases, he says.  For those reasons, Mr.
Ellenberg continues, any harm suffered by Air Products is greatly
outweighed by the harm suffered by the Debtors in the absence of
an injunction.

According, Lyondell asks the Court for:

  (a) a declaration that it is solely responsible for making
      payments under the settlement agreement or that Air
      Products cannot pursue settlement amounts due under the
      Settlement Agreement in an action in which the Debtors are
      not a party; and

  (b) an order granting a preliminary and permanent injunction
      pursuant to Sections 362 and 105, enjoining Air Products
      from taking any further actions to attach the assets of,
      or to obtain a final judgment against Lyondell Chimie and
      the Lyondell Chimie Parents concerning the Settlement
      Agreement.

                      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: To Cease Filing Reports with the SEC
-------------------------------------------------------
Gerald O'Brien, vice president and general counsel of Lyondell
Chemical Co., disclosed in a regulatory filing with the
Securities and Exchange Commission that Lyondell does not have
any securities registered under Section 12 of the Securities
Exchange Act of 1934 and is not required to file reports under
Section 13 or Section 15(d) of the Exchange Act.

Lyondell has previously voluntarily filed reports required under
the Exchange Act, he says.  However, the Company has determined
that "it will cease making such filings."

Information which the Company determines to make publicly
available in the future will be made available on the Company's
Web site at http://www.lyondellbasell.comor in the Company's and
its Debtor Affiliates' filings with the Bankruptcy Court, Mr.
O'Brien notes.

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: ConocoPhillips Appeals Injunction Order
----------------------------------------------------------
ConocoPhillips Company informed the U.S. Bankruptcy Court for the
Southern District of New York in the bankruptcy cases of Lyondell
Chemical Company and its debtor-affiliates that it will take an
appeal to the U.S. District Court for the Southern District of New
York from Judge Robert Gerber's order entered on February 26,
2009, granting preliminary injunction in favor of the Debtors'
non-debtor affiliates, and Judge Gerber's bench decision regarding
the Injunction Order.

The Bankruptcy Court granted the preliminary injunction sought by
Lyondell Chemical Company preventing certain creditors from
proceeding against its parent company, LyondellBasell Industries
AF S.C.A.

Judge Gerber enjoined the parties from commencing involuntary
insolvency proceedings in foreign countries -- against LBI until
April 27, 2009, or for a period of 60 days.

George A. Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, asserts that pursuant to the U.S. Court of Appeals for
the Second Circuit's decision in In re Lomas Financial
Corporation, 932 F. 2d 147, the Injunction Order is a final order
and appealable as of right under Section 158 of the Judiciary and
Judicial Procedures Code because no further hearing is
contemplated with respect to the Debtors' entitlement to the
Injunction Order.  To the extent that the Injunction Order is an
extension of Section 362 of the Bankruptcy Code, it is analogous
to a permanent injunction and thus final, he said.  The Second
Circuit also opined that to the extent the Injunction Order is
issued under Section 105, it is appealable as a final order of
limited duration, he added.

In an official statement, LyondellBasell said the injunction
would provide it with time to evaluate all available options for
protecting its worldwide businesses, and would allow it to move
forward with the reorganization of its worldwide businesses
without the threat of having assets eroded by certain claims
against entities outside of bankruptcy protection.

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

Judge Gerber held that some of the damage the Debtors fear is a
matter of serious concern.  He held that an injunction for 60
days should be sufficient to permit the filing of voluntary
insolvency proceedings in the U.S. or abroad, to protect the
Debtors from the disruption of their integrated European
operations and a default on their DIP Financing facilities.
Judge Gerber added that the 60-day injunction will result in
little, if any, material prejudice to the enjoined parties.

Judge Gerber pointed out that in light of LBI's inability to pay
the principal and interest that would be due under the 2015 Notes
upon acceleration, Wilmington Trust, the indenture trustee or the
2015 Noteholders could attempt to commence involuntary insolvency
proceedings against LBI in Luxembourg and the Netherlands.
Similarly, Judge Gerber said, LBI lacks the liquid assets to
defend itself from any guaranty claims.

In separate declarations, Marc Mehlen, Esq., the Debtors' counsel
in Luxembourg, the Debtors' Dutch counsel, Jelle Hoflan, Esq.,
had stated that it's entirely possible (i) under Luxembourg law,
that as a result of the attachment order obtained by
ConocoPhillips in the Netherlands and the Guaranty Claims against
LBI, insolvency proceedings against LBI could be opened in
Luxembourg, either as a result of an involuntary proceeding
commenced by an LBI creditor or a filing made by the general
manager of LBI, and (ii) that as a result of the attachment order
obtained by ConocoPhillips in the Netherlands, an involuntary
proceeding against LBI could shortly be commenced in the
Netherlands.

Judge Gerber held that there is no assurance that the DIP Lenders
would or would not waive a default resulting from an insolvency
proceeding of the Non-Debtor Affiliates.  Judge Gerber is sure
however that if the DIP Lenders exercise their rights upon a
default, the Debtors would have a resulting loss of liquidity
that would force them to liquidate their business, lay off
thousands of employees, and shut down their facilities.

As to the issue of bond posting, Judge Gerber explained that the
brief duration of the preliminary injunction and the lack of
likelihood that either the Guaranty Claimants or the 2015
Noteholders could recover anything during the 60-day period in
which they would be enjoined, leads him to believe that the
chances of those parties suffering any injury that they should be
protected against are remote.  Subject to the parties' right to
be heard on fine-tuning the injunction, Judge Gerber will also be
enjoining, as conditions to granting the requested injunction:

   (i) the transfer or encumbrance by LBI of the Basell Funding
       Stock;

  (ii) the transfer, encumbrance, release, settlement, compromise
       of LBI's receivables; and

(iii) payments outside of the ordinary course.

Judge Gerber ruled that if Access Industries and its affiliates
fail to file with the Court immediately, tolling agreements with
respect to any causes of action that might exist, relating to
avoidance actions from transfers by LBI to Access Group, any
defendant may seek to vacate the preliminary injunction on three
business-day notice.

Judge Gerber permitted ConocoPhillips to take necessary actions
to perfect the security interest that might result from its
attachment, as would be permitted under Chapter 11 and Section
546(b); provided that ConocoPhillips may not take any steps to
enforce any lien or attachment that would result, or intercept
the transmission of any cash or assets to enforce its rights.  In
the event of any LBI insolvency proceeding under the laws of U.S.
or any foreign country, Judge Gerber will not relieve
ConocoPhillips of any exposure it might have relating to the
avoidance of preferences or preferential transfers.  Moreover,
the injunction will not prevent any consensual workout of LBI
debt, or filing of a voluntary reorganization plan.

The injunction was granted following a hearing before Judge
Gerber on February 23, 2009.  Prior to the hearing, additional
objections were filed by ConocoPhillips Company, Deutsche Bank
AG, London Branch, and Nalco Company. Delia J. White and Steven
Bennett also filed declarations in support of Centerpoint Energy
Services, Inc.'s and Cokinos Natural Gas Co.'s objections to the
injunction.

However, Judge Gerber overruled all objections to the Injunction
Motion.

The Court had previously issued a temporary restraining order on
February 6, which was subsequently extended on February 13 and
then again on February 23.

A full-text copy of Judge Gerber's bench decision on the Debtors'
injunction request is available for free at:

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

Vineet Bhatia, Esq., at Susman Godfrey L.L.P., in Houston, Texas,
proposed counsel to the Debtors, submitted to the Court on
February 26, 2009, a notice voluntarily dismissing the Debtors'
complaint with respect to these defendants:

* Anadarko Energy Services Company
* Houston Pipe Line Company LP
* Deutsche Asset Management
* Koch Supply & Trading LP
* Koch Supply & Trading Sarl
* Analytic Investors LLC
* Provident Investment Counsel Inc.
* The Midland Co.
* Sonatrach

Mr. Bhatia says that the dismissed Defendants have not filed an
answer or motion for summary judgment.

On March 3, 2009, a notice voluntarily dismissing the Debtors'
complaint with respect to Eurizon Capital SGR SpA was also filed.

           Parties Enter into Tolling Agreement

In compliance with the Injunction Order, the Debtors, LBI and
Access Group entered into a tolling agreement with respect any
and all causes of action that might exist, on behalf of either
LBI or its creditors, arising under either state law or federal
law permitting the avoidance of any preferential or fraudulent
transfers by LBI to any member of Access Group.

The parties stipulate that:

(A) all applicable statutes of limitations and other time-based
    defenses to Avoidance Actions are tolled as of February 26,
    2009, to and including April 27, 2009, as to any Avoidance
    Actions which would not have been barred had any Avoidance
    Actions been filed in court as of February 26, 2009.

(B) the time elapsed between February 26, 2009, and April 27,
    2009, will be excluded from any computation of time for
    purposes of any time-based argument or defense based on
    statutes of limitations, laches, estoppel, waiver, and any
    other time-based defense or right in an Avoidance Action.
    The running of any statute of limitations applicable to any
    Avoidance Action will commence again after April 27, 2009,
    unless there is an extension of the tolling period.

         Parties Respond to Injunction Bench Ruling

In separate letters, Columbus Hill Overseas Ltd. and Columbus
Hill Partners, L.P., parties to Intercreditor Agreements with the
Debtors, and Wilmington Trust Company, trustee to the 2015 Notes
and indentures with the Debtors, wrote to Judge Gerber to clarify
certain points made in the Injunction Bench Ruling and the
Injunction Order.

Columbus Hill and Wilmington note that the Injunction Bench
Ruling cited instances in which the 2015 Noteholders' rights
vis-a-vis other creditors, and payments to the 2015 Noteholders
that would be subject to turnover.  Columbus Hill and Wilmington
say that those instances are based on the 2007 Intercreditor
Agreement and the Indenture and do not affect the Injunction
Bench Ruling or the Injunction Order.  However, in order to
preserve their rights, Columbus Hill and Wilmington ask
the Court to clarify and to add in the Injunction Bench Ruling
and Injunction Order a reservation of rights with respect to the
2015 Intercreditor Agreement, 2007 Intercreditor Agreement and
the Indenture and all potential claims under applicable law.

                      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: Reject Lease Agreements, 3 Pipeline Pacts
------------------------------------------------------------
Pursuant to Sections 105, 365 and 502(b)(6) of the Bankruptcy
Code, Lyondell Chemical Company seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to reject
five unexpired non-residential property leases:

* a lease agreement between Evening Star Associates and
   Lyondell Chemical Company for office space in Washington,
   D.C.;

* a lease agreement between Monticello Limited and Lyondell
   Chemical Europe Inc. for office space in Windsor, England;

* a lease agreement between Regus Schuman BVBA and Lyondell
   Chemical Products Europe LLC for office space in Brussels,
   Belgium;

* a lease agreement between Shav Associates c/o Alfieri
   Property Mgmt. and Millennium America Inc for office space in
   Red Bank, New Jersey; and

* a sublease agreement between Log-Net, Inc. and Millennium
   America Inc. for the Red Bank Lease.

The Leases will expire on these dates:

  Lease              Date               Rent
  -----              ----               ----
  Washington Lease   December 31, 2009  $8,721/month
  Red Bank Lease     March 31, 2009     $53,993/month
  Windsor Lease      October 24, 2009   EUR23,564/quarter
  Brussels Lease     December 31, 2009  EUR2,199/month
  Red Bank SubLease  March 30, 2009     $40,770/month

All rents are payable in advance, while some of the leases
assert additional rent for operating expenses and taxes or
late payments.

The Red Bank Sublease results in a loss of $13,233 each month for
the Debtors, Andrew M. Troop, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, discloses.  He relates that the premises
under the Windsor Lease were vacated before the Petition Date.
The premises under the Brussels Lease and Washington Lease are no
longer being used by the Debtors with the remaining furniture
being removed.  Moreover, Millennium America already vacated the
premises under the Red Bank Lease when it entered into the Red
Bank Sublease, but Log-Net continues to occupy the sublet
premises.

Upon review, the Debtors determined that the Leases are no longer
necessary to their ongoing business operations or efforts to
reorganize successfully.  Moreover, the Debtors' ongoing
obligations under the Leases impose an undue burden on their
estates.

The Debtors seek to reject the (i) Windsor Lease nunc pro
tunc to January 6, 2009; (ii) Brussells Lease and Washington Lease
as of the date of the approval of the Motion or nunc pro tunc to
the date on which the Debtors provide the landlords to the Leases
notice of vacating the premises; and (iii) Red Bank Lease and
Sublease as of the date of the approval of the Motion.

The Debtors also ask the Court that, if any of the Debtors have
deposited amounts with a counterparty to any Lease Agreement as a
security deposit, or if a counterparty to any Lease owes any of
the Debtors any amount pursuant to the Lease, the counterparty
will not be permitted to set off or otherwise use the amounts from
the deposit or other similar arrangement, or other amount owed to
Debtors, without the prior order of the Court.

               Debtors Reject 3 Pipeline Agreements

The Debtors also seek the Court's authority to reject three
pipeline agreements, nunc pro tunc to January 6, 2009:

  * a lease agreement between Equistar Chemicals LP and ARCO
    Midcon LLC, and its related documents;

  * an option agreement between Equistar and ARCO and its
    related documents; and

  * an operating agreement between Equistar and ARCO and its
    related documents.

Mr. Troop relates that the Debtors' operations include a vast
network of production facilities and pipelines by which they
produce and transport chemical products, including ethylene,
propylene, butadiene and benzene.  In order to transport the
ethylene between their own facilities, as well as to customers,
the Debtors lease pipelines throughout their areas of operation.
Equistar has entered into certain agreements with ARCO regarding a
certain pipeline.

The Lease Agreement and Option Agreement expire on December 31,
2023, while the Operating Agreement expires on December 31, 2009.
Mr. Troop discloses that the Pipeline Agreements require Equistar
to pay between $210,000 and $230,000, on a monthly basis, to
ARCO, of which $205,000 is for payments under the Lease Agreement
and the remaining portion for variable payments under the
Operating Agreement of about $5,000 per month.  The Debtors
determined that the Agreements are not necessary to their ongoing
business operations or are burdensome to their estates and the
rejection of the Agreements will enhance their reorganization
efforts and reduce further cash demands.

The Debtors further ask that if any of them deposited amounts
with ARCO as a security deposit or pursuant to another similar
agreement or if ARCO owes any of the Debtors any amount pursuant
to the Pipeline Agreements or other agreements between the same
parties, ARCO will not be permitted to set off or use the amounts
from the deposit or other amount owed to the Debtors, without
prior Court order.

                      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: Receives Interim OK to Access $62MM Facility
-----------------------------------------------------------------
Magna Entertainment Corp. and certain of its subsidiaries,
obtained interim approval from the U.S. Bankruptcy Court for the
District of Delaware to:

   i) access debtor-in-possession financing up to an aggregate
      amount of $62.5 million ;

  ii) use cash collateral;

iii) grant security interests and priority liens to the Debtors'
      prepetition lender; and

iv) grant adequate protection to the Debtors' prepetition
    secured lenders.

The Debtors and MID Island sf. are parties to a (i) Credit
Agreement dated Dec. 1, 2008, (ii) Bridge Loan Agreement dated
Sept. 12, 2007, (iii) Loan Agreement dated July 22, 2005, (iv)
Third Amended and Restated Gulfstream Loan Agreement dated
Dec. 22, 2006.  The loan agreements are secured by either first or
more junior liens in substantially all of the Debtors' assets.  As
of the petition date, the aggregate principal amounts outstanding
under the (i) 2008 Loan Agreement was approximately $51.8 million;
(ii) Bridge Loan Agreement was $125.0 million; (iii) Remington
Construction Loan Agreement was $22.8 million; and Gulfstream
Agreement was $169.2 million.

Salient terms of the DIP financing agreement are:

Borrower:           Magna Entertainment Corp.

Guarantors:         The Santa Anita Companies, Inc.
                    Southern Maryland Agricultural Association
                    Los Angeles Turf Club, Incorporated
                    MEC Land Holdings (California) Inc.
                    Pacific Racing Association
                    MEC Maryland Investments, Inc.
                    Gulfstream Park Racing Association Inc.
                    MEC Dixon, Inc.
                    30000 Maryland Investments LLC
                    Laurel Racing Assoc., Inc.
                    GRPA Commercial Enterprises Inc.
                    GPRA Thoroughbred Training Center, Inc.
                    Pimlico Racing Association, Inc.
                    MEC Holdings (USA) Inc.
                    Remington Park, Inc.
                    Prince George's Racing, Inc.
                    Sunshine Meadows Racing, Inc.
                    Thistledown, Inc.
                    Southern Maryland Racing, Inc.
                    The Maryland Jockey Club of Baltimore City,
                    Inc.
                    Maryland Jockey Club, Inc.
                    AmTote International, Inc.
                    Laurel Racing Association Limited
                    Partnership
                    Lambertson Truex, LLC

DIP Lender:         MID Island sf.

Security:           The DIP Credit Facility, Advances and all
                    other obligations will be secured on the
                    Collateral as: (i) to the extent of any
                    unencumbered assets of the Debtor  or any
                    of the guarantor, the DIP liens will be first
                    priority liens, subject only to the Carved-
                    Out Expenses, provide, however, that the
                    unencumbered assets will not include (a) any
                    proceeds or property recovered in respect of
                    avoidance actions; and (b) property that has
                    been consigned to the Debtors and properly
                    perfected under the uniform commercial code,
                    and with required notice to the prepetition
                    secured lenders; (ii) as to any assets of the
                    Debtor or any guarantor in which the DIP
                    lender or any subsidiary other affiliate
                    thereof has a perfected first priority lien,
                    the DIP liens will be the first priority
                    consensual priming liens, subject only to the
                    Carve-out Expenses and permitted liens; and
                    (iii) as to all other assets of the Debtor
                    and guarantors that are subject to non-primed
                    liens, the DIP liens will be junior to any
                    non-primed liens and subject to the Crave-Out
                    Expenses up to the carve-Out Amount.

                    Obligations of the Debtor and guarantors
                    under the DIP Credit Facility will be ranked
                    as super-priority administrative expense
                    claims and senior to all administrative
                    expenses, subject only to the Carve-Out.

DIP Facility:       Secured non-revolving loans in an aggregate
                    principal amount not to exceed
                    $62.5 million.

                    The commitment will be made available in
                    two tranches: (i) up to $21.7 million from
                    time to time from the date of the entry of
                    the interim order up to the maturity date and
                    (ii) up to $40.8 million from time to time
                    from the date of the entry of the final order
                    up to the maturity date.

Carve-Out:          Professional Fees and disbursements of the
                    Debtors and statutory committees incurred and
                    allowed on and after the petition date and
                    prior to the occurrence of an event of
                    default plus payment of fees in an aggregate
                    amount not to exceed $4,500,000.

Interest:           Non-Default Interest Rate: LIBOR plus 12.00%
                    per annum

                    Default Interest Rate: Applicable rate plus
                    2.00% per annum

Fees:               Arrangement Fee: (i) 3.00% of the amount of
                    Tranche 1 Credit Commitment to be paid after
                    entry of the interim order from the initial
                    Tranche 1 advance and (ii) 3.00% of the
                    Tranche 2 Credit Commitment to be paid after
                    the entry of the final order.

                    Commitment Fee: 1.00% per annum of the
                    unutilized amount under the DIP Credit
                    Commitment to be paid on the last Banking Day
                    of each fiscal quarter and on the maturity
                    date.

Maturity:           Earliest to occur of: (i) 6 months from the
                    date the of the DIP Credit Agreement, (ii) 45
                    days after the date on which the Chapter 11
                    cases were filed with the Bankruptcy Court if
                    the by date no final order has been entered,
                    (iii) the acceleration of all or any portion
                    of the obligations, and (iv) the effective
                    date of the confirmed plan of reorganization;
                    provided, however, that, in connection with
                    the subsection (i) above, the maturity date
                    will be automatically extended for one month
                    in the event that a Chapter 11 plan has been
                    confirmed by the Bankruptcy Court, but has
                    not yet been consummated.

The DIP agreement contains customary and appropriate events of
default.

As adequate protection for the prepetition MID secured lender's
prepetition secured loans will include (i) replacement liens
subject only to the (A) DIP Liens, (B) the permitted liens, and
(C) the Carve-Out, (ii) superiority administrative claims that
will be junior to the DIP superiority claims and the Carve-Out,
(iii) payment of its reasonable legal fees and expenses, and (iv)
payment of all interest, fees and expenses on account of
prepetition loan obligation owing to the prepetition MID secured
lender.

Adequate protection for the other secured lenders' prepetition
secured loans will include (i) replacement liens subject to the
(A) DIP liens, (B) the permitted liens, and (C) the Carve-Out,
(ii) payment of interest, fees and expenses on account of
prepetition loan obligations owing to the oether secured lenders.

A full-text copy of the Debtors' debtor-in-possession credit,
guaranty and security agreement dated March 5, 2009, is available
for free at: http://bankrupt.com/misc/Magna_DIP_Agreement.pdf

The Court also authorized the Debtors to access the cash
collateral their prepretition secured lenders as: MID Island sf.,
PNC Bank National Association, Wells Fargo Bank N.A., Bank of
Montreal acting through its Chicago lending office and BMO Nesbitt
Burns, Inc. and SunTrust Bank.

The Debtors will use the cash collateral for working capital needs
and fund the Debtors' reorganization efforts.

                     About Magna Entertainment

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Magna received written notice from its lenders that Pimlico Racing
Association, Inc., Laurel Racing Association Limited Partnership,
Laurel Racing Assoc., Inc. and The Maryland Jockey Club of
Baltimore City, Inc., each a subsidiary of MEC, are in default
under the PNC Bank, National Association loan agreement for
failure to comply with certain financial covenants relating to the
financial position and results of operation of MJC and related
entities.  PNC Bank informed MEC that it has chosen not to
exercise its rights and remedies under such loan agreement at this
time as a consequence of this event of default, but may choose to
do so at any time in the future without any further written
notice.

MEC also has not met certain financial covenants under its loan
agreements with Wells Fargo Bank, National Association and a
Canadian chartered bank with which MEC has a US$40 million credit
facility.  The lenders have not exercised their default-related
rights under their respective loan agreements.

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

On February 19, 2009, MI Developments Inc., the Company's
controlling shareholder, decided not to proceed with its
reorganization proposal, which includes the spin-off of MEC to
MID's existing shareholders.  In accordance with the terms of
certain of MEC's loan agreements, the maturity date of the first
tranche of the new loan that a subsidiary of MID made available to
MEC on December 1, 2008, in connection with the reorganization
proposal; the maturity date of the bridge loan from MID Lender;
and the deadline for repayment of US$100 million under the
Gulfstream project financing facility from MID Lender has been
accelerated to March 20, 2009.  The maturity date of the second
tranche of the New Loan has already been accelerated to May 13,
2009.

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

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

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

On March 2, 2009, The Toronto Stock Exchange indicated that the
Listings Committee of the TSX determined to delist the Company's
Class A Subordinate Voting Shares effective at the close of market
on April 1, 2009.  The delisting was imposed for failure by MEC to
meet the continued listing requirements of the TSX, as detailed in
Part VII of The TSX Company Manual.


MAGNA ENTERTAINMENT: Taps Weil Gotshal as Lead Bankruptcy Counsel
-----------------------------------------------------------------
Magna Entertainment Corp. and certain of its subsidiaries, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Weil, Gotshal & Manges LLP as counsel.

Weil Gotshal will:

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

   b) prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estates;

   c) take all necessary actions in connection with a Chapter 11
      plan and related disclosure statement and all related
      documents, and further actions as may be required in
      connection with the administration of the Debtors' estates;
      and

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

The Debtors relate that Weil Gotshal and Richards, Layton &
Finger, P.A., the Debtors' co-counsel, have discussed a division
of responsibilities regarding the representation and will make
every effort to avoid and minimize duplication of services in
these Chapter 11 cases.

Brian S. Rosen, member of Weil Gotshal, tells the Court that the
hourly rates of professionals are:

     Members/Counsel              $650 - $950
     Associates                   $335 - $640
     Paraprofessionals            $150 - $290

Mr. Rosen assures the Court that WG&M is a "disinterested person'
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Rosen 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 Magna Entertainment

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Magna received written notice from its lenders that Pimlico Racing
Association, Inc., Laurel Racing Association Limited Partnership,
Laurel Racing Assoc., Inc. and The Maryland Jockey Club of
Baltimore City, Inc., each a subsidiary of MEC, are in default
under the PNC Bank, National Association loan agreement for
failure to comply with certain financial covenants relating to the
financial position and results of operation of MJC and related
entities.  PNC Bank informed MEC that it has chosen not to
exercise its rights and remedies under such loan agreement at this
time as a consequence of this event of default, but may choose to
do so at any time in the future without any further written
notice.

MEC also has not met certain financial covenants under its loan
agreements with Wells Fargo Bank, National Association and a
Canadian chartered bank with which MEC has a US$40 million credit
facility.  The lenders have not exercised their default-related
rights under their respective loan agreements.

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

On February 19, 2009, MI Developments Inc., the Company's
controlling shareholder, decided not to proceed with its
reorganization proposal, which includes the spin-off of MEC to
MID's existing shareholders.  In accordance with the terms of
certain of MEC's loan agreements, the maturity date of the first
tranche of the new loan that a subsidiary of MID made available to
MEC on December 1, 2008, in connection with the reorganization
proposal; the maturity date of the bridge loan from MID Lender;
and the deadline for repayment of US$100 million under the
Gulfstream project financing facility from MID Lender has been
accelerated to March 20, 2009.  The maturity date of the second
tranche of the New Loan has already been accelerated to May 13,
2009.

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

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

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

On March 2, 2009, The Toronto Stock Exchange indicated that the
Listings Committee of the TSX determined to delist the Company's
Class A Subordinate Voting Shares effective at the close of market
on April 1, 2009.  The delisting was imposed for failure by MEC to
meet the continued listing requirements of the TSX, as detailed in
Part VII of The TSX Company Manual.


MAGNA ENTERTAINMENT: Wants Miller Buckfire as Investment Banker
---------------------------------------------------------------
Magna Entertainment Corp. and certain of its subsidiaries seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Miller Buckfire & Co., LLC, as investment
banker and financial advisor.

Miller Buckfire will provide necessary investment banking and
financial advisory services.  Specifically, the firm will:

   a) familiarize with the assets and operations of the Debtors;

   b) analyze the current liquidity and projected cash flows of
      the Debtors;

   c) examine and seek to implement potential strategic
      alternatives to address the liquidity constraints and
      covenant issues facing the Debtors;

   d) assist the Debtors in developing and evaluating alternative
      means to meet near-term liquidity requirements;

   e) develop materials for, and participate in numerous meetings
      of the Debtors' board of directors;

   f) assist the Debtors and their professionals in developing
      the budget used for purposes of securing debtor-in-
      possession financing; and

   g) assist the Debtors in structuring and negotiating the
      debtor-in-possession financing.

Marc D. Puntus, managing director at Miller Buckfire, tells the
Court that the firm will be paid:

   a) a monthly advisory fee of $150,000 provided that 50% of all
      monthly advisory fees paid beginning in the 7th month of
      its engagement will be credited against any restructuring
      transaction fee.

   b) a restructuring transaction fee, contingent upon the
      consummation of a restructuring and payable at the closing
      thereof, equal to $5,000,000, provided, however, that,
      under certain circumstances, the restructuring transaction
      fee payable at closing will be equal to $2,500,000.

   c) a sale transaction fee, payable if the Debtors consummate a
      sale, and equal to $1.0% of the aggregate consideration,
      payable upon the closing of the sale; provided that 50% of
      any sale transaction fee will be credited against the
      restructuring transaction fee.

   d) a financing fee, payable if the Debtors consummate any
      financing and equal to:

      i) 1.0% of the gross proceeds of any indebtedness issued
         that is secured by a first lien;

     ii) 2.0% of the gross proceeds of any indebtedness issued
         that is secured by a second or more junior lien;

    iii) 3.0% of the gross proceeds of any indebtedness issued
         that is unsecured; and

     iv) 4.0% of the gross proceeds of any equity or equity-
         linked securities or obligations issued.

Mr. Puntus adds that Miller Buckfire will not be paid any
financing fee in connection with a debtor-in-possession financing
or any other financing provided by MI Developments, Inc. or its
affiliates.

Prior to the petition date, Miller Buckfire received total monthly
fees of $750,000 and 48,747 for reimbursement of  expenses
incurred from Oct. 23, 2008, through the petition date and for
future expenses.  Miller Buckfire also received a retainer of
$150,000.  In total, Miller Buckfire received $948,747 prior to
the petition date.

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

                     About Magna Entertainment

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Magna received written notice from its lenders that Pimlico Racing
Association, Inc., Laurel Racing Association Limited Partnership,
Laurel Racing Assoc., Inc., and The Maryland Jockey Club of
Baltimore City, Inc., each a subsidiary of MEC, are in default
under the PNC Bank, National Association loan agreement for
failure to comply with certain financial covenants relating to the
financial position and results of operation of MJC and related
entities.  PNC Bank informed MEC that it has chosen not to
exercise its rights and remedies under such loan agreement at this
time as a consequence of this event of default, but may choose to
do so at any time in the future without any further written
notice.

MEC also has not met certain financial covenants under its loan
agreements with Wells Fargo Bank, National Association and a
Canadian chartered bank with which MEC has a US$40 million credit
facility.  The lenders have not exercised their default-related
rights under their respective loan agreements.

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

On February 19, 2009, MI Developments Inc., the Company's
controlling shareholder, decided not to proceed with its
reorganization proposal, which includes the spin-off of MEC to
MID's existing shareholders.  In accordance with the terms of
certain of MEC's loan agreements, the maturity date of the first
tranche of the new loan that a subsidiary of MID made available to
MEC on December 1, 2008, in connection with the reorganization
proposal; the maturity date of the bridge loan from MID Lender;
and the deadline for repayment of US$100 million under the
Gulfstream project financing facility from MID Lender has been
accelerated to March 20, 2009.  The maturity date of the second
tranche of the New Loan has already been accelerated to May 13,
2009.

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

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

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

On March 2, 2009, The Toronto Stock Exchange indicated that the
Listings Committee of the TSX determined to delist the Company's
Class A Subordinate Voting Shares effective at the close of market
on April 1, 2009.  The delisting was imposed for failure by MEC to
meet the continued listing requirements of the TSX, as detailed in
Part VII of The TSX Company Manual.


MAGNA ENTERTAINMENT: Wants to Hire Richards Layton as Co-Counsel
----------------------------------------------------------------
Magna Entertainment Corp. and certain of its subsidiaries, seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A. as co-counsel.

RL&F will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession;

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

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

   d) perform all other necessary legal services in connection
      with the Chapter 11 cases.

The Debtors relate that Weil, Gotshal & Manges LLP, the Debtors'
lead counsel, and RL&F have discussed a division of
responsibilities regarding the representation and will make every
effort to avoid and minimize duplication of services in these
Chapter 11 cases.

Mark D. Collins, a director at RL&F, tells the Court that these
individuals will have the primary responsibility in these
Chapter 11 cases and their hourly rates are:

     Mark D. Collins                   $610
     Maris J. Finnegan                 $300
     L. Catherine Good                 $275
     Barbara J. Witters                $185

Mr. Collins adds that prior to the petition date, RL&F received a
total retainer of $100,000 in connection with the Debtors' Chapter
11 cases.  A portion of this payment has been applied to
outstanding balances existing as of the petition date.  The
Debtors propose that the retainer monies paid and not expended for
perpetition services and disbursements be treated as an evergreen
retainer to be held bu RL&F as security throughout the Debtors'
Chapter 11 cases.

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

Mr. Collins can be reached at:

     Richards, Layton & Finger, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Tel: (302) 651-7700
     Fax: (302) 651-7701

                     About Magna Entertainment

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Magna received written notice from its lenders that Pimlico Racing
Association, Inc., Laurel Racing Association Limited Partnership,
Laurel Racing Assoc., Inc. and The Maryland Jockey Club of
Baltimore City, Inc., each a subsidiary of MEC, are in default
under the PNC Bank, National Association loan agreement for
failure to comply with certain financial covenants relating to the
financial position and results of operation of MJC and related
entities.  PNC Bank informed MEC that it has chosen not to
exercise its rights and remedies under such loan agreement at this
time as a consequence of this event of default, but may choose to
do so at any time in the future without any further written
notice.

MEC also has not met certain financial covenants under its loan
agreements with Wells Fargo Bank, National Association and a
Canadian chartered bank with which MEC has a US$40 million credit
facility.  The lenders have not exercised their default-related
rights under their respective loan agreements.

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

On February 19, 2009, MI Developments Inc., the Company's
controlling shareholder, decided not to proceed with its
reorganization proposal, which includes the spin-off of MEC to
MID's existing shareholders.  In accordance with the terms of
certain of MEC's loan agreements, the maturity date of the first
tranche of the new loan that a subsidiary of MID made available to
MEC on December 1, 2008, in connection with the reorganization
proposal; the maturity date of the bridge loan from MID Lender;
and the deadline for repayment of US$100 million under the
Gulfstream project financing facility from MID Lender has been
accelerated to March 20, 2009.  The maturity date of the second
tranche of the New Loan has already been accelerated to May 13,
2009.

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

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

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

On March 2, 2009, The Toronto Stock Exchange indicated that the
Listings Committee of the TSX determined to delist the Company's
Class A Subordinate Voting Shares effective at the close of market
on April 1, 2009.  The delisting was imposed for failure by MEC to
meet the continued listing requirements of the TSX, as detailed in
Part VII of The TSX Company Manual.


MCCLATCHY CO: Cuts 15% of Jobs & Reduces Exec Bonuses Under Plan
----------------------------------------------------------------
The McClatchy Company has provided additional details about its
restructuring plan.

On Feb. 5, 2009, at the time of its fourth quarter earnings
release, McClatchy announced that given the unprecedented
deterioration in revenues and with no visibility of an improving
economy, the company was developing a plan to reduce costs.

On Monday, the company said it plans to reduce its workforce by
approximately 15% or 1,600 full-time equivalent employees as the
company accelerates efforts to manage through an increasingly poor
national economic environment.  The headcount reductions will be
achieved through severance programs, attrition and further
consolidations and outsourcing of some business functions.  The
company expects to incur an estimated $30 million of severance
costs in connection with these reductions.  The workforce
reductions will begin by the end of the first quarter of 2009.
The plan also involves wage reductions across the company for
additional savings.

McClatchy's February announcement noted that Gary Pruitt,
McClatchy's chairman and chief executive officer, declined his
2008 and 2009 bonuses and other executive officers did not receive
bonuses for 2008.  Yesterday, the company announced that Mr.
Pruitt's base salary will be reduced by 15%, other executive
officers' salaries will be cut by 10%, and no bonuses will be paid
to any executive officers for 2009.  In addition, the company has
reduced the cash compensation, including retainers and meeting
fees, paid to its directors by approximately 13%, and the
directors declined any stock awards for 2008 and 2009.

"We have been transitioning steadily from a traditional newspaper
company to a hybrid print and online, news and advertising company
for some time," Pruitt said. "The effects of the current national
economic downturn make it essential that we move even faster to
realign our workforce and make our operations more efficient. We
previously discussed a plan to reach a targeted level of cost
savings, but given the worsening economy, we must do more. I'm
sorry we have to take these actions, but we believe they are
necessary.

"While painful, we know these actions are working. Evidence of our
cost reduction efforts can be found in our results. Excluding
severance and other benefit charges related to our previously
announced restructuring plans, cash expenses were down 14.4% in
the fourth quarter of 2008 and were down 11.5% in all of 2008."
The headcount reductions will affect virtually every area of the
organization, but each newspaper will determine how best to
implement the savings in its market, while retaining its strategic
focus on sales, news and online operations. McClatchy said the
company would work to ensure a smooth transition during the
downsizing, providing severance packages to affected employees.


                    About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.  McClatchy also owns a portfolio of premium digital
assets, including 14.4% of CareerBuilder, an online job site, and
25.6% of Classified Ventures, a newspaper industry partnership
that offers the auto website, cars.com, and the rental site,
apartments.com.

                          *     *     *

As of December 28, 2008, McClatchy had $3.52 billion in total
assets, including $4.99 million in cash and cash equivalents, and
$3.12 billion in total liabilities, including $347.5 million in
total current liabilities.

The Company has $31.0 million of public notes maturing in April
2009 which are expected to be refinanced on a long-term basis by
drawing on the Company's revolving credit facility.

On September 17, 2008, Moody's Investor Services downgraded the
Company's corporate credit rating to `B2' from `Ba2'.  On February
6, 2009, Standard & Poor's lowered its corporate credit rating on
the Company to `CCC+' from `B', with a negative rating outlook.
The ratings on the Company's bonds were lowered from `CCC+' to
`CCC-'.

The Troubled Company Reporter said Feb. 10, 2009, that Fitch
Ratings downgraded the Issuer Default Rating and outstanding debt
ratings of McClatchy:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Senior secured credit facility to 'CCC/RR4' from 'B+/RR2';
  -- Senior secured term loan to 'CCC/RR4' from 'B+/RR2';
  -- Senior unsecured notes/debentures to 'C/RR6' from 'CCC/RR6'.

There is no Rating Outlook assigned.  Approximately $2.1 billion
of debt is affected by the action.


MDRNA INC: Receives Delisting Notice From NASDAQ
------------------------------------------------
MDRNA, Inc. received a NASDAQ Staff Determination on March 4, 2009
indicating that the Company has not regained compliance with
Marketplace Rule 4450(a)(3) within the extension period granted to
the Company through March 3, 2009.  Marketplace Rule 4450(a)(3)
requires a minimum $10.0 million in stockholders' equity for
continued listing on The NASDAQ Global Market.

In response to the March 4 letter, MDRNA requested an oral hearing
before a NASDAQ Listing Qualifications Panel to review the Staff
Determination and believes it will be able to show compliance with
the requirement at the time of the hearing.

"We remain confident that our strategy and plan to rebuild
shareholder value and regain compliance are sound and we are
committed to remaining on the NASDAQ Global Market," stated J.
Michael French, President and CEO. "We will continue to advance
our technologies, enhance our intellectual property, and establish
additional pharmaceutical collaborations that will further
validate our scientific approach to siRNA therapeutics and provide
the financial resources necessary for success."

                         About MDRNA Inc.

Bothell, Washington-based MDRNA, Inc. (MRNA) --
http://www.mdrnainc.com-- is a biotechnology company focused on
the development and commercialization of therapeutic products
based on RNA interference (RNAi).


MEDIACOM COMMUNICATIONS: Receives Letter from Nasdaq
----------------------------------------------------
On March 6, 2009, Mediacom Communications Corporation (Nasdaq:
MCCC) disclosed that it received a letter from The Nasdaq Stock
Market on March 2, 2009 indicating that due to the resignation of
Craig S. Mitchell on February 13, 2009, the Company's audit
committee now has only two independent members rather than at
least three independent members as required by the Nasdaq's audit
committee requirements in Marketplace Rule 4350. Nasdaq's rules,
however, allow the Company until at least August 12, 2009 to add a
third independent member to the audit committee. As previously
announced, Mr. Mitchell resigned from the Company's Board of
Directors under the terms of the recently completed acquisition by
the Company of the shares of its common stock owned by an
affiliate of Morris Communications.

The Company expects to appoint a new director to fill the vacancy
created by Mr. Mitchell's resignation by August 12, 2009.
Mark Stephan, the Company's chief financial officer, said that
"Craig Mitchell was an outstanding member of the audit committee
and we appreciate his contributions over the years. We intend to
use the time allowed by the Nasdaq's rule to find the right person
to fill the vacancy."

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable
television company focused on serving the smaller cities and towns
in the United States.  The company offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.

                          *     *     *

As disclosed in the Troubled Company Reporter on June 3, 2008,
Fitch Ratings affirmed the 'B' Issuer Default Rating for
Mediacom Communications Corporation and its wholly owned
subsidiaries Mediacom LLC and Mediacom Broadband LLC.  In addition
Fitch assigned a 'BB/RR1' rating to Mediacom Broadband LLC's $300
million incremental term loan E.  Lastly, Fitch has upgraded
Mediacom LLC's senior unsecured debt to 'B-/RR5' from 'CCC+/RR6'.
Approximately $3.2 billion of debt as of March 31, 2008 is
affected.  The Rating Outlook for all of Mediacom's ratings is
Stable.

As reported in the Troubled Company Reporter on March 6, 2008,
Moody's Investors Service affirmed its 'B1' corporate family
rating for Mediacom Communications Corp..  The rating outlook
remains stable.

As of December 31, 2008, the Company's balance sheet showed total
assets of $3,718,989,000 and total liabilities of $4,065,633,000,
resulting in total stockholders' deficit of $346,644,000.


MERISANT WORLDWIDE: Proposes Incentives for 437 Key Employees
-------------------------------------------------------------
Merisant Worldwide Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to launch an incentive program
for 437 executives and other key employees.

According to Bloomberg's Bill Rochelle, the proposed incentive
plan is a scaled down version of what was in effect before the
bankruptcy filing in January.

Mr. Rochelle adds that the program is to cover seven top
executives and 430 other employees.  If the company meets the
target for financial performance, the cost will be $2.3 million
for the executives and $5.5 million for other workers.  If
performance exceeds the target, the awards could be larger.

The Court will convene a hearing to consider the proposal on
March 24.

                     About Merisant Worldwide

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

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

Merisant Worldwide holds 100% interest in Merisant Company.

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


METROPOLITAN NASHVILLE: Moody's Assigns Rating on $33.6MM Bonds
---------------------------------------------------------------
Moody's Investors Service has assigned an A2 underlying rating to
$33.6 million of Metropolitan Nashville Airport Authority Airport
Improvement Revenue Refunding Bonds, Series 2009A.  The rating
outlook is negative and is based on the weakened position of
bondholder security from debt service reserves funded by FGIC
(rated Caa1, negative outlook) sureties and the airport's limited
liquidity position -- making replacement of the surety policies or
cash funding of debt service reserve requirements difficult.  The
authority operates the Nashville International Airport and the
John C. Tune Airport.

Use Of Proceeds: The Series 2009A bonds will provide funds for
Phase II of the airport's terminal renovation project, cover the
costs of issuance, and fund the debt service reserve account.

Legal Security: Net general revenues of the authority.  The Series
2009A bonds are expected to be supported by a debt service reserve
that will be funded with cash to maximum annual debt service for
those bonds.

Interest Rate Derivatives: The authority entered into a floating-
to-fixed rate interest swap in connection with the issuance of the
Series 1993 Bonds and the agreement is term is equal to the term
of the bonds.  The authority agreed to pay a fixed rate of 4.49%
on a notional amount equal to the principal amount of the bonds,
initially $53.5 million, now $31.8 million.  The counterparty in
the transaction, Societe Generale (Aa2/P-1), agreed to pay the
interest rates borne by the variable rate Series 1993 Bonds.  The
fair value of the swap on February 20, 2008 was a liability of
$2.69 million.  The swap was transferred on identical terms to
match the Series 2008A bonds that refunded the Series 1993 bonds
that originally matched the swap. The swap will no longer be
insured as FGIC has agreed to remove the insurance policy
supporting the swap.  There are no collateral posting requirements
for MNAA.  The regular swap payments, as well as any required
termination payments, are considered operating expenses and
precede debt service payments in the flow of funds.

In conjunction with the Series 2008B bonds, MNAA entered into a
floating-to-fixed interest rate swap agreement with Fifth Third
Bank(A1/P-1, ratings under review for downgrade) at a notional
amount that matches the Series 2008B bonds, approximately
$27.6 million.  As part of the agreement the authority agreed to
pay a fixed rate of 3.32% and Fifth Third Bank agreed to pay the
SIFMA swap rate.  Collateral posting thresholds for MNAA are
$2.5 million at A3 or above, $1.5 million at Baa1 through Baa3,
and zero below Baa3.  The fair market value of the swap on
February 20, 2008 was $1.2 million in favor of the bank.  The
regular swap payments are considered operating expenses and
precede debt service payments in the flow of funds, but any
required termination payments would be considered a subordinate
indebtedness.

                            Strengths

* Airport has dominant air market share in Nashville metropolitan
  area, providing service to a large, stable metropolitan area
  with a very low $3.15 cost per enplanement;

* Pattern of stable enplanement growth demonstrates strong demand
  for origin and destination (O&D) traffic

* Aggressive debt amortization and declining debt service after
  2012 with limited additional debt expected to meet capital
  requirements provides the airport with significant financial
  flexibility

                            Challenges

* Reliance on FGIC sureties to fulfill $42.26 million of debt
  service reserve requirements on outstanding debt significantly
  diminishes bondholder security

* Bondholder protection from rate covenant and additional bonds
  test are below average for similarly rated airports

* Concentration in a single air carrier, Southwest Airlines, for
  52% of enplanements

                       Recent Developments

The debt service reserve fund that supports all of the authority's
debt except the Series 2008A&B bonds and the Series 2003 Passenger
Facility Charge bonds remains the major concern supporting the
negative outlook.  The outlook was assigned in May 2008 based on
the weakening position of bondholder security from the FGIC surety
policies that fulfilled the $42.3 million debt service reserve
requirement, and the airport's limited liquidity position.  FGIC
was rated Baa3 with ratings on review for possible downgrade at
the time and its rating has since fallen to Caa1 with a negative
outlook, making the surety even weaker than before.  MBIA, which
has recently restructured its financial guarantor insurance
operation into two separate entities MBIA Corp. (rated B3, ratings
under review for possible downgrade) and MBIA Illinois (rated
Baa1, ratings under review for possible upgrade), has agreed to
reinsure portions of FGIC liabilities including this surety.  The
former FGIC policies have been placed within MBIA Illinois.
MBIA's reinsurance agreement does not currently meet Moody's
requirements for a credit substitution, therefore Moody's does not
currently apply MBIA ratings to this surety.

The airport has taken positive steps to provide additional support
to bondholders by opening a $15 million line of credit with First
Tennessee Bank, N.A. (rated A3/P-2, negative outlook), which can
only be used for the purpose of paying shortfalls in debt service
requirements.  This instrument does not completely replace the
loss of value in the debt service reserve fund surety because it
is not legally pledged to bondholders and it is significantly
smaller than the debt service reserve fund requirement.  But it
does provide bondholders a layer of protection that was not
present before and Moody's believes it demonstrates the airport's
interest in addressing the weakened position faced by bondholders
as a result of the deterioration of FGIC's credit ratings.
Moody's also notes that the airport expects to fulfill the debt
service reserve requirement of the Series 2009A bonds with cash,
further reducing the risks, particularly to holders of the Series
2009A bonds.  The airport would be unable to cash fund the reserve
requirements with its $31.5 million of unrestricted cash and
reserves.

The airport has experienced enplanement declines similar in
magnitude to those seen across the U.S. Enplanements at the
airport decreased -4.0% in FY 2008 and are down 7.6% for the first
six months of FY2009.  Moody's believes the airport's residual
rate agreement with its air carriers and its satisfactory
financial position insulates it from activity declines of this
nature.  Steeper or continued enplanement declines could place
negative pressure on the rating.

The airport continues to provide a relatively low cost environment
for its air carriers with a $3.15 cost per enplanement in FY 2008.
Debt service requirements escalate from approximately $34 million
in 2009 to approximately $45 million in 2012, which could pressure
cost per enplanement higher.  However, the airport maintains a $25
million surplus of previously collected PFCs that it has agreed to
allocate toward future debt service requirements.  Use of these
funds will moderate the impact of the high debt service
requirements and airport management expects cost per enplanement
to only increase by approximately $1 over that time.

The high debt service requirements over the next few years are a
result of the authority's aggressive debt amortization scheduling.
The sharp reduction in debt service requirements after 2012
provides the airport with substantial financial flexibility in the
coming years.  The airport's current capital program is based
mainly on projects the authority expects to fund with other
sources.  Most projects will not be pursued unless they are
covered by Federal grant funds.  Some limited projects funded by
the airport may go forward if the cost recovery is expected to be
on a short horizon.  The airport has also been contemplating a
consolidated rental car facility that would be funded with the
customer facility charge that is already being collected.  That
project is at 99% design and is ready to move forward, but the
authority is deferring it until additional funding can be found or
economic conditions improve.

The current bonds will fund Phase II of the airport's terminal
renovation project, including upgrades to terminal systems,
elevators and escalators, bathrooms, airline holdroom finishes,
and ticket counters.  Phase I of the renovation added new terminal
space for passenger security screening as well as concession
areas.  The airport has already seen a benefit from this upgrade
as year-to-date concession revenue is outpacing FY 2008 by
approximately 9% for food sales and 4% for news and gift sales.

                             Outlook

The negative outlook reflects the weakened bondholder security due
to $42.3 million of debt service reserves funded by FGIC surety
policies and the airport's limited liquidity position relative to
its level of financial risk.

                What Could Change the Rating - UP

Strong enplanement growth leading to wider financial margins and
improved liquidity, in conjunction with a strengthening of debt
service reserve funds, could provide upward pressure on the
rating.

                What could change the rating--DOWN

A continued weakening of the debt service reserve funds supporting
the outstanding airport revenue bonds, additional stress on
liquidity through increased use of variable rate debt, or revenue
reduction from decreased enplanement levels could negatively
pressure the rating.

Key Indicators:

  * Type of Airport: O&D

  * Rate Making Methodology: Residual

  * FY2008 Enplanements: 4,739,000

  * 5-Year Enplanement CAGR 2003-2008: 3.5%

  * FY 2008 vs. FY 2003 Enplanement growth: 13.7%

  * FY 2008 vs. FY 2007 Enplanement growth: -4.0%

  * % O&D vs. Connecting, FY 2008 (5 YR AVG): 84% (84%)

  * Largest Carrier by Enplanements (FY2008 share): Southwest
    (52%)

* Airline Cost per Enplaned Passenger, FY 2008 (5 YR AVG):
  $3.15 ($4.25)

  * Debt per Enplaned Passenger, FY 2008 (5 YR AVG): $42 ($38)

  * Bond Ordinance Debt Service Coverage, FY 2008 (5 YR AVG):
    1.38x (1.40x)

  * Utilization Factor, FY 2008 (5 YR AVG): 2.7 (2.6)

Rated Debt:

  * Series 1995 Airport Revenue Bonds, $42.78million, A2

  * Series 1998A&C Airport Revenue Bonds, $24.0 million, A2

  * Series 2001A Airport Revenue Bonds, $ 56.0 million, A2

  * Series 2003B Airport Revenue Bonds, $17.6 million, A2

  * Series 2008A&B Airport Improvement Variable Rate Demand
    Revenue Bonds, $59.4 million, A2

  * Passenger Facility Charge and Airport Revenue Bonds, Series
    2003, $15.1 million, Aa2/VMIG1 (VRDO/LOC with SunTrust
    expires July 23, 2012)

The last rating action was on May 29, 2008 when the ratings on the
Series 2008 Bonds were assigned, other parity bond ratings were
affirmed and the rating outlook was changed to negative.

The Metropolitan Nashville Aviation Authority bond ratings were
assigned by evaluating factors believed to be relevant to the
credit profile of the issuer such as i) the business risk and
competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and viii)
and the issuer's management and governance structure related to
payment.


MONACO COACH: Wants to Access Lenders' Cash Collateral
------------------------------------------------------
Monaco Coach Corporation and its debtor-affiliates ask the Hon.
Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware for permission to access, on the interim,
cash collateral securing repayment of secured loans to their
prepetition secured lenders including Bank of America N.A. and
Ableco Finance LLC.

The Debtors and the secured lenders are parties to credit
agreements dated Nov. 6, 2008.  The Debtors owe $35,662,000 to
BofA and $36,987,000 to Ableco Finance as of March 4, 2009.

Proceeds of the cash collateral will only be used to pay expenses
when due in accordance to the proposed budget.

The secured lenders will be granted replacement security interest
and liens in all of the Debtors' postpetition assets as adequate
protection.  The replacement liens will be deemed valid and
perfected by operation of law immediately upon entry of the
interim order.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
tells the Court the secured lenders and the Debtors were unable to
negotiate the final terms of either the debtor-in-possession
financing or the use of cash collateral.  However, the parties
were able to iron out the terms of the interim order to prevent
the immediate and irreparable harm that would occur if the Debtors
failed to obtain cash.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3a29

Headquartered in Coburg, Oregon, Monaco Coach Corporation --
http://www.monacocoach.com-- makes recreational vehicles
including Monaco, Holiday Rambler, Beaver, Safari and R-Vision
brands.  The company and 11 of its affiliates filed for Chapter 11
protection on March 5, 2009 (Bankr. D. Del. Lead Case No.
09-10750).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the Debtors in their restructuring efforts.
The Debtors have $442,115,000 in total assets and $208,822,000 in
total debts as of Sept. 27, 2008.


MONACO COACH: Seeks Omni Management as Claims Agent
---------------------------------------------------
Monaco Coach Corporation and it debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
permission to employ Omni Management Group LLC as their claims,
balloting, noticing and administrative agent.

The firm will:

   a) prepare and serve required notices in this Chapter 11 case,
      including:

      -- notice of the commencement of this Chapter 11 case and
         the initial meeting of creditors under section 341 (a)
         of the Bankruptcy Code;

      -- notice of the claims bar date ;

      -- notices of objections to claims;

      -- notices of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and

      -- other miscellaneous notices as the Debtor or Court
         may deem necessary or appropriate for an orderly
         administration of this Chapter 11 case.

   b) file with the Clerk's Office a certificate or affidavit of
      service that includes (i) a copy of the notice served, (ii)
      an alphabetical list of persons on whom the notice was
      served, along with corresponding addresses and (iii) the
      date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in this case;

   d) maintain official claims registers in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information for
      each such claim or interest asserted:

      -- the name and address of the claimant or interest holder
         and any agent thereof, if the proof of claim or proof
         of interest was filed by an agent;

      -- the date the proof of claim or proof of interest was
         received by the firm or the Court;

      -- the claim number assigned to the proof of claim or proof
         of interest; and

      -- the asserted amount and classification of the claim.

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g) maintaining an up-to-date mailing list for all entities
      that have filed proofs of claim or proofs of interest and
      making such list available upon request to the Clerk's
      Office or any party in interest;

   h) provide access to the public for examination of the proofs
      of claim or proofs of interest filed in this case without
      charge during regular business hours;

   i) record all transfers of claims pursuant to Rule 3001 (e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of such transfers as required by Bankruptcy Rule
      3001(e), if directed to do so by the Court;

   j) comply with applicable federal, state, municipal and local
      statues, ordinances, rules, regulations, orders and other
      requirements in connection with its activities in this
      case;

   k) provide temporary employees to process claims, as
      necessary;

   1) comply with such further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe;

   m) act as balloting agent for any plan of reorganization filed
      by the Debtor; and

   n) provide other claims processing, noticing, balloting, and
      related administrative services as may be requested from
      time to time by the Debtor.

The firm's professionals will charge the Debtors at these rates:

      Designation                         Hourly Rates
      -----------                         ------------
      Senior Consultants                  $195-$295
      Programmers                         $130-$200
      Consultants and Project Specialist  $75-$140
      Clerical Support                    $75-$65

Robert L. Berger, a member of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the United States Bankruptcy Code.

Headquartered in Coburg, Oregon, Monaco Coach Corporation --
http://www.monacocoach.com-- makes recreational vehicles
including Monaco, Holiday Rambler, Beaver, Safari and R-Vision
brands.  The company and 11 of its affiliates filed for Chapter 11
protection on March 5, 2009 (Bankr. D. Del. Lead Case No.
09-10750).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the Debtors in their restructuring efforts.
The Debtors have $442,115,000 in total assets and $208,822,000 in
total debts as of Sept. 27, 2008.


MORTGAGES LTD: Hearing on Disclosure Statement Set for April 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has
scheduled a hearing for April 6, 2009, at 3:00 p.m. to consider
whether Mortgages Ltd.'s Disclosure Statement in support of its
Chapter 11 Plan of Reorganization, dated March 4, 2009, contains
sufficient information to allow creditors to vote on the Plan.

Pursuant to the Plan, investors will retain their note and deed-of
-trust interests in the ML Loans in which they invested.  A
reorganized ML now known as Phoenix Loan Services, LLC, to be
owned by ML's investors and creditors, will continue to service
the loans.  A separate trust ("ML Trust") will be formed to
liquidate certain of the Debtor's assets, and to handle litigation
matters.  The Debtor believes the Plan protects both invests and
creditors and allows them to be part of an on-going business and
not just a liquidation.

Funds to emerge from bankruptcy will be provided in the form of
debt or equity by what is referred to as the Emergence Capital
Source, which will be disclosed prior Confirmation in a Plan
Supplement.

PLS will be a limited liability company managed by a 5-member
board of directors, at least three of which will be completely
independent without any investment or relational interest to the
Debtor.

After the confirmation of the Plan, Investors and Allowed
Unsecured creditors of the company will receive most of the
"interest spread" and other fees due when borrowers pay their
loans or the property securing the loans is foreclosed.  The cost
of servicing the loans will also be significantly reduced to
benefit Investors.

On January 6, 2009, the Court terminated the Exclusivity Period.
The Investor's Committee had earlier filed a Plan.  Claimants who
are entitled to vote can cast a ballot for or against either or
both Plans.  Votes will be tabulated and ultimately, the Court
will have to decide which plan is legally confirmable.

              Classification and Treatment of Claims

Administrative Claims and Priority Tax Claims, pursuant to Sec.
1123(a)(1) of the Bankruptcy Code, are not classified.  Allowed
Administrative Claims will be paid in full.  Allowed Priority Tax
Claims will receive deferred cash payments over a period of 5
years, with interest.

The Plan segregates the various claims and interests into 16
classes:

   Class  1: Priority Non-Tax Claims

   Class  2: Secured Tax Claims

   Class  3: Stratera Secured Claims

   Class  4: Artemis Secured Claims

   Class  5: Arizona Bank Secured Claim

   Class  6: Radical Bunny, LLC Secured Claim

   Class  7: Mechanic's Lien Claims

   Class  8: VTL Claims

   Class  9: Administrative Convenience Class

   Class 10: Radical Bunny Unsecured Class

   Class 11: Rev Op Investers Class

   Class 12: Other Investor Class

   Class 13: General Unsecured Claims

   Class 14: Borrowers' Claims

   Class 15: Subordinated Claims

   Class 16: Equity Interests

The Debtor believes that except for Classes 1, 2, 3, 4, 7, 8, and
9, all Classes are impaired and therefore can vote on the Plan.

The holders of Allowed Unsecured Claims under Class 13 other than
those holding Claims in any of the other Classes will receive for
every $1,000 of its Allowed Unsecured Claim 1) an interest in ML
Trust equal to the amount of their Allowed Unsecured Claim and 2)
a share of membership interest in PLS (provided, however, that no
fractional shares will be issued and will be cancelled without
compensation).

The holder of the Class 5 Arizona Bank Secured Claims will retain
its liens on the Troon and Fountain Hills property and will
receive one of the following treatments, at the sole option of the
Debtor: (i) Reinstatement of its Allowed Secured Claim, (ii)
payment of Cash, (ii) surrender by the Debtor of the collateral,
or (iv) other treatment agreed to in writing.

On the Plan's Effective Date, Radical Bunny, LLC, under Class 6,
will receive the Debtor's interest in the ML Owned Notes and
Deeds of Trust, in full satisfaction of its Allowed Secured Claim.

The Unsecured Claim of Radical Bunny under Class 10 will receive
an Allowed Claim as an unsecured creditor equal to $125 million,
which will receive the same treatment as Allowed Claims provided
to holders of Class 13.  In addition Radical Bunny will be granted
a priority distribution from the ML Trust of $35 million resulting
from certain Causes of Action against SM Coles Revocable Trust, SM
Coles, LLC and the probate estate of Scott M. Coles.

In addition to retaining their respective interests in the ML
Loans, the Rev Op Investors under Class 11 will receive Allowed
Claims as unsecured creditors equal to their Investor Deficiency,
which will receive the same treatment as Allowed Claims provided
to holders of Class 13.

In addition to retaining their respective interests in the ML
Loans, the Class 12 Other Investor Class referring to Investors
other than those with Claims under Class 10 (Radical Bunny) and 11
(Rev Op Investors), will receive an Allowed Unsecured Claim equal
to ten percent (10%) of the principal balance due at the Emergence
Date on their respective ML Loans, which will receive the same
treatment as Allowed Claims provided to holders of Class 13.

The holders of Borrowers' Claims under Class 14 that have been
timely asserted in this Bankruptcy Case, pursuant to an adversary
proceeding initiated before the Bankruptcy Court and a final order
after all appeals have been exhausted, will be entitled to setoff
the amount of their Allowed Claims against the principal,
interest, and fees owed on their respective ML Loans.  If the
Borrower is not determined to have a right of setoff against
the ML Loan but is determined to have an Allowed Claim, then that
Allowed Claim will receive and be paid as a Class 13 General
Unsecured Claim.

Holders of an Allowed Securities Claim under Class 15 will be
subordinated to the Allowed Claims in Classes 10 to 13 pursuant to
section 510(b) of the Bankruptcy Code.

As of the Effective Date, all Equity Interests under Class 16 in
the Debtor will be cancelled and extinguished, and holders of
Equity Interests will receive nothing under the Plan and are
deemed to have rejected the Plan.

                      "Cramdown" Provisions

Section 1129 of the Bankruptcy Code provides for a plan to be
confirmed each of the impaired classes of claims or interests must
have accepted the Plan.  However, if at least one impaired class
accepts the Plan and certain additional requirements are met, then
Sec. 1129 of the Bankruptcy Code allows the Plan Sponsors to seek
to confirm the Plan over the negative vote of one or more classes
of claims or interests, as long as the Plan does not "discriminate
unfairly" and that it is "fair and equitable" with respect to each
impaired class that rejected the Plan.

The Debtor believes the Plan satisfies the statutory criteria
required by Sec. 1129(b) of the Code, and the Debtor intends to
request confirmation of the Plan in the event it is rejected by
any impaired class.

A full-text copy of Mortgages Ltd.'s disclosure statement, dated
March 4, 2009, is available for free at:

  http://bankrupt.com/misc/MortgagesLtd.DisclosureStatement.pdf

As previously reported, the Investors Committee filed its Plan of
Reorganization on January 21, 2009, after the Debtor's exclusive
rights to propose its own exit plan expired.  Pursuant to said
plan, investors would control the real-estate loans that Mortgages
made to developers.  Holders of Class 11 General Unsecured Claims
will be beneficaries of the Liquidating Trust to be established on
the Effective Date of the Plan in accordance with the Plan.
Claims and portions thereof that are treated in Class 11 and are
beneficiaries of the Liquidating Trust become Channeled Claims
unless they choose the Opt-Out Provision under the Plan.

A full-text copy of the disclosure statement explaining the
Investors Committee's Plan of Reorganization for Mortgages Ltd. is
available for free at:

http://bankrupt.com/misc/MortgagesLtdDS.InvestorsCommitteePlan.pdf

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MOTOROLA INC: Ex-CFO Paul Liska Says He Was Wrongfully Terminated
-----------------------------------------------------------------
Sara Silver at The Wall Street Journal has noticed that Motorola
Inc.'s regulatory filing on the dismissal of Paul Liska as chief
financial officer provided an explanation that differed from its
original account of the dismissal.

Motorola said in a filing with the U.S. Securities and Exchange
Commission on February 3, 2009, that Edward J. Fitzpatrick, the
company's senior vice president and corporate controller, has been
named to the additional role of acting chief financial officer,
effective immediately, replacing Mr. Liska, former chief financial
officer.  The company has initiated a search to identify a
replacement.

"We appreciate the contributions Paul made toward the company's
planned separation and in managing our cost- reduction
activities," said Greg Brown, Motorola's president & co-chief
executive officer and CEO of Broadband Mobility Solutions, and
Sanjay Jha, co-chief executive officer and CEO of Mobile Devices.
Mr. Fitzpatrick is senior vice president and corporate controller,
responsible for accounting, financial reporting, budgeting,
financial controls, compliance with Sarbanes-Oxley and Securities
and Exchange Commission (SEC) rules, and financial operations.
Previously, Mr. Fitzpatrick was corporate vice president of
finance for the Home & Networks Mobility business.  Prior to that
position, he served as vice president and controller for the
Networks & Enterprise and the Government & Enterprise Mobility
Solutions businesses.  Prior to joining Motorola, he was a senior
manager at Price Waterhouse.

According to WSJ, Motorola disclosed Mr. Liska's dismissal after
posting a $3.58 billion quarterly loss.

Citing a person familiar with the matter, WSJ relates that on
February 20, 2009, Mr. Liska filed a wrongful termination lawsuit
against Motorola in the Circuit Court of Cook County, Illinois,
according to a person familiar with the matter.  Mr. Liska said in
a statement last week that he was surprised to learn that he had
been fired for cause.

Motorola, WSJ relates, said on February 3 that it was replacing
Mr. Liska because it had postponed the spinoff of its troubled
cellphone unit.  Motorola said in a press release that it
"appreciated" Mr. Liska's contributions and Mr. Brown praised
Mr. Liska on the investor call. "He [Mr. Liska] did a lot of good
work here and helped us get a lot of the heavy lifting done around
this separation and preparation for separation...and he was also
very helpful in getting after...cost reduction initiatives.  That
said, I think the business environment's changed, and given the
environmental changes, we thought the change was appropriate at
this time as well in that position," WSJ quoted Mr. Brown as
saying.

Mr. Liska said in a statement that he was fired on January 29,
shortly after a board meeting.  "For approximately the next three
weeks, I and my attorney had been told I was terminated without
cause.  Neither I nor my attorney have been contacted about this
180-degree change in Motorola's representation concerning my
dismissal," Mr. Liska said in the statement.

Motorola said in a SEC filing last week that Mr. Liska was
"involuntarily terminated for cause" on February 19 and asked that
he repay a $400,000 cash signing bonus.  The filing, says WSJ,
defined "cause" in many different ways, but didn't specify which,
if any, might apply in this instance.  In the filing, Motorola
accused Mr. Liska of:

     -- failing to substantially perform duties;
     -- engaging in any malfeasance, dishonesty or fraud;
     -- gross misconduct; or
     -- breaching one or more restrictive covenants.

"All I can tell you is that Motorola is in full compliance with
all financial-reporting requirements and our financial statements
have been reviewed by KPMG," the firm's auditors, WSJ quoted a
company spokesperson as saying.

                          About Motorola

Based in Schaumburg, Illinois, Motorola Inc. (MOT) --
http://www.motorola.com/-- develops communications
infrastructure, enterprise mobility solutions, digital set-tops,
cable modems, mobile devices and Bluetooth accessories. A Fortune
100 company with global presence and impact, Motorola had sales of
$36.6 billion in 2007.

In December 2008, Standard & Poor's Ratings Services lowered its
ratings on three Motorola Inc.-related transactions to "BB+" and
removed them from CreditWatch, where they were placed with
negative implications on Jan. 28, 2008.

As reported by the Troubled Company Reporter on February 5, 2009,
some investors said that Motorola Inc. should scale back the
cellphone business.  Motorola is struggling to stem losses in the
cellphone division after canceling plans to spin off the unit.
Motorola's cellphone sales dropped 51% in the fourth quarter 2008.
While Motorola's other divisions were profitable, the cellphone
division posted an operating loss of $595 million.


MUVICO THEATERS: May File for Bankruptcy Protection
---------------------------------------------------
Elaine Walker at The Miami Herald reports that Muvico Theaters is
facing eviction at several locations and may have to file for
bankruptcy protection.

According to Miami Herald, Muvico is in litigation over increasing
financial problems.  Muvico, according to Miami Herald, hasn't
made payments on a $60 million line of credit for more than four
months or on leases for five theaters held by affiliates of the
real estate investment trust, iStar Financial.  Miami Herald notes
that iStar is seeking to be recognized as the theater chain's
lawful owner.  iStar, says the report, also seeks to prevent
Muvico from filing for bankruptcy protection.

Miami Herald reports that another landlord has sued to evict
Muvico from its theaters in Davie, Pompano Beach and Tampa.
According to Miami Herald, Muvico Theaters wasn't behind on rent
at those facilities, but the landlord claimed that the chain told
him in November 2008 that it might consider filing for bankruptcy.

Court documents say that Muvico had been in talks early this year
about selling some of its theaters to a national theater chain and
using the money to repay iStar.

Based in Fort Lauderdale, Florida, Muvico Entertainment, L.L.C. --
http://www.muvico.com/-- is a growing chain of premium, megaplex
motion picture theaters in the United States.  The company
currently operates 248 screens in 13 locations located in Florida,
Maryland, and Illinois.  Muvico has ten complexes in Florida.
Muvico has also expanded out of the state Florida to include
complexes in Maryland (see Arundel Mills), Memphis, Tennessee, the
Chicago Metropolitan Area (Rosemont), and soon East Rutherford,
New Jersey.  Muvico theaters are known for the themes that several
theaters have, such as the Egyptian theme, the '50s drive-in
theme, the French opera house theme.  They are also known for the
Premier Bar, which is currently at Centro Ybor 20, Parisian 20,
Coconut Point 16, and the Boynton Beach 14 locations.  The Palace
20 goes even further with a full-scale restaurant on top of the
theater, with the Rosemont theater featuring a similar concept.


NAVISTAR INT'L: Will Present 1st Quarter Results on March 11
------------------------------------------------------------
Navistar International Corporation, the nation's largest combined
commercial truck, school bus and mid-range diesel engine producer,
will present via live web cast its fiscal 2009 first quarter
financial results on Wednesday, March 11, 2009.  A live webcast is
scheduled at approximately 5:00 PM EDT. Speakers on the webcast
will include Daniel C. Ustian, Chairman, President and Chief
Executive Officer, and other company leaders.

The web cast can be accessed through a link on the investor
relations page of Navistar's Web site at:

               http://ir.navistar.com/events.cfm

Investors are advised to log on to the Web site at least 15
minutes prior to the start of the webcast to allow sufficient time
for downloading any necessary software.  The webcast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

The Troubled Company Reporter reported on January 7, 2009, that
Navistar had $10.3 billion in total assets and $11.7 billion in
total liabilities, resulting in $1.4 billion in stockholders'
deficit as of October 31.  The company also had $2.3 billion in
accumulated deficit as of October 31.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.


NAVISITE INC: Nasdaq to Hear Appeal on Delisting on April 23
------------------------------------------------------------
NaviSite, Inc., has been granted an appeals hearing before the
Nasdaq Listing Qualifications Panel on April 23, 2009, to present
a plan to regain compliance with the Nasdaq Marketplace Rule
4310(c)(3) for continued listing of its common stock on the Nasdaq
Capital Market.

The Company received a notification letter from the Nasdaq Listing
Qualifications Staff on February 24, 2009, indicating that, unless
the Company requested a hearing before the Panel, the Company's
common stock would be delisted because the Company was not in
compliance with the Rule. The delisting notice has no effect on
the listing of the Company's common stock at this time.

The Rule requires the Company to have a minimum of $2,500,000 in
stockholders' equity, $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.  The delisting notice has no
effect on the listing of the Company's common stock at this time.

On November 6, 2008, the Company received notice from the Nasdaq
Listing Qualifications Staff that the Company was not in
compliance with the Rule.  The Staff granted the Company an
extension until February 19, 2009, to regain compliance with the
Rule. The Company did not regain compliance with the Rule on or
prior to February 19, 2009 and, accordingly, on February 24, 2009,
it received the delisting notice.

The Company requested a hearing before the Panel to address the
deficiency, which stayed any action with respect to the Staff
determination until the Panel renders a decision subsequent to the
hearing, and received confirmation of the hearing for
April 23, 2009, at which the Company intends to present a plan to
regain compliance with the Rule.  While the Company expects that
its plan will be sufficient to evidence regaining compliance,
there can be no assurance that the Company's request for continued
listing will be granted.

                          About NaviSite

Based in Andover, Massachusetts, NaviSite Inc. --
http://www.navisite.com/-- provides enterprise hosting and
application solutions.  Customers depend on NaviSite for managed
application services, application development, implementation and
management on its web infrastructure platforms in 16 state-of-the-
art data centers supported by more than 650 professionals.


NELSON RE: Moody's Reviews 'B3' Rating on Class G Notes
-------------------------------------------------------
Moody's Investors Service has placed Nelson Re Ltd.'s Class G
Notes (rated B3) on review for possible downgrade.  Nelson Re
issued the notes in June 2008 as a way for noteholders to provide
excess-of-loss reinsurance to Glacier Reinsurance AG for U.S.
hurricane or U.S. earthquake events.  The review for downgrade
follows a recent announcement that Glacier Re has incurred
approximately $100 million of gross claims related to Hurricane
Ike.  This is an upward revision from the $65 million initially
reported in November 2008 as industry loss estimates have also
been revised upward.  Glacier Re is currently evaluating the
extent to which it has reinsurance protection for these losses,
including any potential loss payment obligation from Nelson Re
Ltd. under the Class G Reinsurance Agreement.

Moody's review will focus on the degree of certainty around
Glacier Re's loss estimates, what portion of losses qualify as
Subject Business (as deemed by Glacier Re), and what Loss
Adjustment Factor(s) will be applied to subject losses.  The Loss
Adjustment Factors can differ by state.

The rating agency noted that Hurricane Ike's complex footprint
will likely complicate the loss settlement process for all
reinsurers.  Hurricane Ike has caused losses in nine states
ranging from Texas to Pennsylvania. Various sources estimate that
onshore insured losses could range as high as $18 billion and
offshore losses could be as high as $6 billion.

Moody's does not rate Glacier Re.

This rating has been placed on review for downgrade:

* Nelson Re Ltd. -- $67.5 million Class G Series 2008-I
  Principal-at-Risk Variable Rate Notes at B3.

The last rating action occurred on June 6, 2008 when Moody's
assigned ratings to Nelson Re's Class G, H, and I notes.


NEW YORK TIMES: Inks $225MM Sale-Leaseback for Part of HQ Building
------------------------------------------------------------------
The New York Times Company and investment firm W. P. Carey &
Co. LLC have entered into a sale-leaseback transaction for
$225 million for part of the space that the Times Company owns in
its New York headquarters.  The purchase was made by W. P. Carey
and two of its publicly-held, non-traded REIT affiliates,
CPA(R):16 - Global and CPA(R):17 - Global.

The transaction encompasses 21 floors, or approximately 750,000
rentable square feet, currently occupied by the Times Company. The
52-story building, designed by Italian architect Renzo Piano and
completed in 2007, is located on Eighth Avenue, between 40th and
41st Streets.

"W. P. Carey was able to clearly understand our Company, our
facility and our objectives," said Janet L. Robinson, president
and CEO, the Times Company. "Its history and outstanding
reputation in the sale-leaseback industry gave us the confidence
that it would be the right firm with which to do this
transaction."

"W. P. Carey continues to provide - as it has for more than 35
years - sale-leaseback financing to companies in all stages of the
credit cycle," noted Gordon F. DuGan, president and CEO, W. P.
Carey. "We are proud to work with such a world-class media company
and to purchase such a world-class asset. Today's economic
environment presents incredible challenges and opportunities, and
we look forward to adhering diligently to the defensive, risk
management-driven investment strategy that has provided
historically solid performance."

The lease term is 15 years and there is an option for the Times
Company to repurchase the condominium interest for $250 million
during the 10th year of the lease term. The rental payment will be
$24 million for the first year and will escalate through the term
of the lease. The Times Company plans to use the proceeds to
retire long-term debt.

The Times Company was advised by Andrew Sachs and Michael
Rotchford of Cushman & Wakefield.

W. P. Carey & Co. LLC (WPC) -- http://www.wpcarey.com-- is an
investment management company that provides long-term sale-
leaseback and build-to-suit financing for companies worldwide and
manages a global investment portfolio worth approximately $10
billion.  Publicly traded on the New York Stock Exchange (WPC), W.
P. Carey and its CPA(R) series of income-generating, non-traded
REITs help companies and private equity firms unlock capital tied
up in real estate assets.  The W. P. Carey Group's investments are
highly diversified, comprising contractual agreements with
approximately 300 long-term corporate obligors spanning 28
industries and 14 countries.

                     About The New York Times

The New York Times Co., a leading media company with 2008 revenues
of $2.9 billion, includes The New York Times, the International
Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-
FM and more than 50 Web sites, including NYTimes.com, Boston.com
and About.com.  The company was founded in 1896.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.

As reported by the TCR on January 26, 2009, Moody's Investors
Service downgraded The New York Times Company's senior unsecured
rating to Ba3 from Baa3, the commercial paper rating to Not Prime
from Prime-3, and assigned the company a Ba3 Corporate Family
Rating, Ba3 Probability of Default Rating, and SGL-3 speculative-
grade liquidity rating. The commercial paper rating will be
withdrawn.  The rating actions conclude the review for downgrade
initiated on October 23, 2008. The rating outlook is negative.

The TCR said January 22 that Standard & Poor's Ratings Services
indicated its rating and outlook on The New York Times Co. (BB-
/Negative/--) are not affected by the company's announcement of a
private financing agreement with Banco Inbursa and Inmobiliaria
Carso for an aggregate amount of $250 million -- $125 million each
-- in senior unsecured notes due 2015 with detachable warrants.
The senior unsecured notes have a coupon of 14.053%, of which the
company may elect to pay 3% in kind, and will rank equally and
ratably on a senior unsecured basis with all senior unsecured
obligations of the company.  Carlos Slim Helu and members of his
family own Inmobiliaria Carso (which currently holds 6.9% of the
company's class A shares) and are the main shareholders of Grupo
Financiero Inbursa S.A B. de C.V., which is the parent company of
Banco Inbursa.  The New York Times had said proceeds would be used
to pay down existing debt, including its $400 million revolver due
May 2009 (under which a modest amount is currently outstanding).


NEXSTAR BROADCASTING: Says Revenues Up 12% in 4th Quarter 2008
--------------------------------------------------------------
Nexstar Broadcasting Group, Inc. last week reported record
financial results for the fourth quarter ended December 31, 2008.
Net revenue for the quarter ended December 31, 2008 rose 12.3% to
$80.3 million from $71.6 million in the fourth quarter of 2007.
Broadcast cash flow totaled $34.7 million in the fourth quarter of
2008, a 23.3% increase from $28.2 million in the same period in
2007.  EBITDA increased 25.6% to $30.3 million for the fourth
quarter of 2008, compared with $24.1 million in the fourth quarter
of 2007, while fourth quarter 2008 free cash flow totaled $7.3
million.

For the 2008 full year, net revenue was $284.9 million, an $18.1
million increase over $266.8 million for 2007.  Broadcast cash
flow in 2008 was $111.7 million compared to $98.5 million for
2007.  EBITDA totaled $96.2 million for 2008 compared to $85.1
million for 2007, while free cash flow totaled $26.3 million in
2008.

The Company has yet to file its Annual Report on Form 10-K with
the Securities and Exchange Commission.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented, "Nexstar's double
digit fourth quarter net revenue growth highlights strong year-
over-year increases in political, retransmission consent and e-
MEDIA revenues which helped to offset the impact of the current
economy and soft general advertising environment.  Fourth quarter
net revenue of $80.3 million included approximately $16.6 million
of net political advertising revenue and full year 2008 net
political advertising revenue reached $28.0 million, in line with
our expectations.  In 2008, e-MEDIA revenue increased 100% over
2007 levels while full year retransmission consent revenue rose
27% to $21.8 million.

"On February 19, Nexstar announced renewed and new multi-year
retransmission consent agreements which will contribute more than
$75 million in revenues to the Company over the lives of these
agreements. Approximately one third of this revenue is expected to
be realized in 2009.

"We are projecting another year of significant e-MEDIA revenue
growth based on the full year benefits of approximately fifteen
revenue generating applications that we are now offering across
all markets in our platform. We'll also launch Nexstar's community
portal e-MEDIA offerings in any new markets that we enter.

"Our pending and de-leveraging acquisitions of WCWJ-TV in
Jacksonville, Florida and KARZ-TV in Little Rock, Arkansas will
also contribute to offsetting the impact of lower political
revenues and ongoing industry softness in 2009. In light of the
current economic conditions and the absence of significant
political revenues this year, Nexstar is taking steps to reduce
expenses on all fronts at both the station and corporate levels.

"Fourth quarter and full year 2008 cap ex spending was
approximately $12.7 million and $30.8 million, respectively, with
approximately $10.8 million and $24.4 million of these respective
amounts allocated to digital conversions. The Company will incur
approximately $5.4 million of capital expenditures in early 2009
to complete the remaining stations' digital television
requirements."

                         Outstanding Debt

The Company's total net debt at December 31, 2008 was $646.3
million, compared to $665.0 million at December 31, 2007. The
total net debt consists of $356.2 million of bank debt, $190.8
million of senior subordinated 7% notes, $37.3 million of senior
subordinated 12% PIK notes and $77.8 million of 11.375% senior
discount notes, less cash on hand of $15.8 million.

During the fourth quarter, the Company repurchased approximately
$7.5 million of the 7% senior subordinated notes, resulting in a
$2.9 million pre-tax gain. The purchase of these notes was funded
with cash flows from operations.

As defined in the Company's credit agreement, consolidated total
net debt was $609.7 million at December 31, 2008. The Company's
total leverage ratio at December 31, 2008 was 6.18x compared to a
permitted leverage covenant of 6.50x.

Total interest expense in the fourth quarter of 2008 was $12.4
million, compared to $13.8 million for the same period in 2007.
Cash interest expense for the fourth quarter of 2008 was $10.7
million, compared to $10.0 million for the same period in 2007.

                           Debt Exchange

On February 27, 2009, Nexstar Broadcasting, Inc., an indirect
subsidiary of Nexstar Broadcasting Group, commenced an offer to
exchange up to $143.6 million aggregate principal amount of its
outstanding $191.51 million in aggregate principal amount of 7%
Senior Subordinated Notes due 2014 in exchange for (i) up to
$143.6 million in aggregate principal amount of Nexstar
Broadcasting's 7% Senior Subordinated PIK Notes due 2014 (the "New
Notes"), to be guaranteed by each of the existing guarantors to
the Old Notes, and (ii) cash.  The exchange offer is being
conducted upon the terms and subject to the conditions set forth
in the Offering Memorandum dated February 27, 2009 and the related
letter of transmittal.

The exchange offer is subject to certain conditions, including the
minimum tender condition, that Nexstar Broadcasting receive valid
tenders, not validly withdrawn, of at least $114.9 million of the
aggregate principal amount of Old Notes. Documents relating to the
exchange offer will only be distributed to holders of Old Notes
who complete and return a letter of eligibility confirming that
they are within the category of eligible investors for this
private offer.

                        Pending Acquisition

On January 28, 2009, Nexstar Broadcasting Group entered into a
definitive agreement to acquire the assets of WCWJ-TV, the CW
affiliate serving the Jacksonville, Florida market, from Media
General, Inc.  This acquisition marks Nexstar's entree into the
State of Florida and will represent the 52nd television station
that the Company owns or for which it provides sales, programming
or other services.  Additionally, the Company's acquisition of
KARZ-TV (formerly KWBF-TV) in Little Rock, Arkansas, which was
announced on October 7, 2008, was approved on February 26 by the
bankruptcy court and closing will occur before the end of March.

                             Guidance

Given the uncertain economic environment, the Company has elected
to discontinue the practice of providing quarterly guidance for
net revenue, station operating expenses and corporate overhead.

                 About Nexstar Broadcasting Group

Upon the completion of announced transactions, Nexstar
Broadcasting Group will own, operate, program or provide sales and
other services to 52 television stations in 30 markets in the
states of Illinois, Indiana, Maryland, Missouri, Montana, Texas,
Pennsylvania, Louisiana, Arkansas, Alabama, New York and Florida.
Nexstar's television station group includes affiliates of NBC,
CBS, ABC, FOX, MyNetworkTV and The CW and pro-forma for the
completion of all announced transactions, reaches approximately 10
million U.S. television households or approximately 8.8% of all
U.S. television households.

                          *     *     *

As reported by the Troubled Company Reporter on December 3, 2008,
pursuant to the company's Form 10-Q, as of September 30, 2008,
Nexstar's balance sheet shows $665.2 million in total assets,
$809.5 million in total liabilities, resulting in $144.3 million
in stockholders' deficit.

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NOVA BIOSOURCE: Receives Additional Notice From NYSE
----------------------------------------------------
Nova Biosource Fuels, Inc., said that on February 27, 2009, it
received an additional notice from NYSE Alternext US LLC, formerly
known as the American Stock Exchange, indicating that the Company
was not in compliance with Section 1003(a)(iv) of the NYSE
Alternext US LLC Company Guide, formerly the American Stock
Exchange Company Guide, in that it has sustained losses which are
so substantial in relation to its overall operations or its
existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations or meet its obligations as they mature.

To maintain its Exchange listing, the Company must submit a plan
of compliance by March 30, 2009, advising the Exchange how it
intends to regain compliance with Section 1003(a)(iv) of the
Company Guide by August 27, 2009.  The Corporate Compliance
Department of the Exchange will evaluate the plan and make a
determination as to whether the Company has made a reasonable
demonstration in the plan of an ability to regain compliance with
the continued listing standards within the specified timeframe, in
which case the plan will be accepted.

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

In addition, the Exchange notified the Company that, since
October 22, 2008, the Company's common stock has been trading
below $0.25 per share and closed at $0.06 on February 26, 2009.
The Exchange Staff is concerned that, as a result of its low
selling price, the Company's common stock may not be suitable for
auction market trading.  Therefore, in accordance with Section
1005(f)(v) of the Company Guide, the Exchange notified the Company
that it deems it appropriate under the circumstances for the
Company to effect a reverse stock split to address its low selling
price.  If a reverse stock split is not completed in a reasonable
amount of time, the Exchange may consider suspending dealings in,
or removing from the list, the Company's common stock.  There can
be no assurance that the Company will be able to effectuate a
reverse stock split within the time frame deemed satisfactory by
the Exchange or, if effectuated, if a reverse stock split will
result in an increase in the selling price of the Company's common
stock in an amount sufficient to satisfy the requirements of
Section 1005(f)(v) of the Company Guide.

                    About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.


NORTEL NETWORKS: Wins Court Nod to Award Non-Executive Bonuses
--------------------------------------------------------------
Nortel Networks Inc. and its affiliates obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to implement an
incentive plan for all key employees and a retention plan for non-
insider employees.

Payments under the Key Employee Incentive Plan will be tied to the
achievement of three milestones (i) the "North American
objectives" of the Nortel companies' cost reduction plan; (ii) the
parameters that may result in a leaner and more focused
organization; and (iii) the later of the confirmation of the
Debtors' plan of reorganization or the Canadian debtors' plan of
restructuring and arrangement.  The aggregate potential payout
under the KEIP will be $23 million by the Nortel Companies (which
includes non-debtors), of which up to $14.6 million will be paid
by the Debtors.

About 880 employees of the Nortel companies -- 446 of whom are
employees of the Debtors -- will be covered by the Key Employee
Retention Plan.  The Debtors are estimated to pay $12.4 million of
the $22 million expect to be paid under the KERP.

The Court approved the KEIP with respect to officers but excludes
members of Nortel's senior leadership team.  These excluded
employees are the 92 senior managers of Nortel, Bloomberg's Bill
Rochelle reported.  According to his report, the Debtors will seek
approval to pay incentives to the senior managers at a hearing on
March 20.

                       About Nortel Networks

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)


OCEAN VILLAGE: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ocean Village LLC
        638 Camino de Los Mares, Ste. H130-488
        San Clemente, CA 92673

Bankruptcy Case No.: 09- 11930

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Farm Fresh Ranch Market                            08-19738

Type of Business: The Debtors operate a grocery stores and
                  supermarkets.

Chapter 11 Petition Date: March 6, 2009

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: William M. Burd, Esq.
                  Burd & Naylor
                  200 West Santa Ana Blvd., Suite 400
                  Santa Ana, CA 92701
                  Tel: (714) 708-3900
                  Fax: (714) 708-3949

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
   ------                      ---------------   ------------
Stanford Sign & Awning Inc.    lawsuit           $35,038
256 Faivre Street
Chula Vista, CA 91911

Razcool                        HVAC              $16,822
3307 Los Olivos Lane
La Crescenta, CA 91214

David J. Harter                legal services    $5,000
13681 Newport Avenue
#8-608

Ferrucci Law Group             legal services    $5,000

Target Fire Protection         fire sprinkler    $5,000

Andy's Glass                   repairs           $960

The petition was signed by Ayoub Sesar, managing member.


PACIFIC ENERGY: Files for Chapter 11 to Facilitate Restructuring
----------------------------------------------------------------
Pacific Energy Resources Ltd. (TSX: PFE) and its wholly owned
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.

The filing was precipitated by the dramatic decrease in the market
price of oil over the past five months.  Combined with the
Company's pre-existing level of debt related to past acquisitions
and poor capital market conditions, the Company's liquidity and
cash flow is insufficient to operate its business and invest in
its oil producing assets to increase production.  Faced with these
constraints, the Company and its subsidiaries filed petitions for
reorganization under chapter 11 to facilitate access to an
immediate source of liquidity as it works to restructure its debt

In connection with the filing, the Company is seeking customary
authority from the Bankruptcy Court that will enable it to
continue operating its business in the ordinary course of
business.  The requested approvals include requests for the
authority to make wage and salary payments and continue various
benefits for employees.

In addition, the Company has negotiated a commitment for
$40 million in debtor-in-possession financing.  The DIP facility
wraps and replaces two of the Company's three asset-based credit
facilities and is being provided by the lenders of the two credit
facilities that are being replaced.  Upon Court approval, the DIP
financing combined with the Company's operating revenue will
provide sufficient liquidity to fund working capital, meet ongoing
obligations and ensure that normal operations continue without
interruption during its restructuring.

                  About Pacific Energy Resources

Based in Long Beach, California, Pacific Energy Resources Ltd.
(TSX: PFE) -- http://www.PacEnergy.com/-- is an oil and gas
exploration and production company.


PACIFIC ENERGY: Case Summary & 35 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pacific Energy Resources Ltd.
        111 West Ocean Boulevard, Suite 1240
        Long Beach, CA 90802

Bankruptcy Case No.: 09-10785

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Petrocal Acquisition Corp.                         09-10786
Pacific Energy Alaska Holdings, LLC                09-10787
Carneros Acquisition Corp.                         09-10788
Pacific Energy Alaska Operating LLC                09-10789
San Pedro Bay Pipeline Company                     09-10790
Carneros Energy, Inc.                              09-10791
Gotland Oil, Inc.                                  09-10792

Type of Business: The Debtors engage in the acquisition and
                  development of oil and gas properties, primarily
                  in the United States.

                  See: http://www.pacenergy.com

Chapter 11 Petition Date: March 8, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: James E. O'Neill, Esq.
                  jo'neill@pszyj.com
                  Kathleen P. Makowski, Esq.
                  kmakowski@pszjlaw.com
                  Laura Davis Jones, Esq.
                  ljones@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Corporate Counsel: Rutan & Tucker LLP

Special Oil and Gas Counsel: Schully, Roberts, Slattery & Marino

Canadian Counsel: Devlin Jensen

Financial Advisor: Zolfo Cooper

Investment Bankers: Lazard Freres & Co. LLC and Albrecht &
                    Associates Inc.

Noticing and Claim Agent: Omni Management Group LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Forest Oil Corporation         loan              $31,670,000
707 17th St., Ste. 3600
Denver, CO 80802
Tel: (303) 812-1400
Fax: (303) 812-1445

Marathon Oil Company           trade debt        $2,952,447
14194 Collection Center Drive
Chicago, IL 60693
Tel: (866) 925-6093

Bateman & Co.                  loan              $1,000,000
P.O. Box 792
Cayman Islands, KY-1301

Occidental Petroleum           loan              $1,000,000
Attn: Mike Gooding
10889 Wilshire Blvd.
Los Angeles, CA 90024
Tel: (661) 869-8031

Energy Capital                 trade debt        $974,529
Solutions
Attn: Brad Nelson
2651 N. Starwood Ste. 410
Dallas, TX 75201
Tel: (214) 219-8200
Fax: (214) 219-8206

Digitel Data Joint             trade debt        $503,605
Attn: Angela Hui
10811 Wes1view Center Drive
Suite 100 Bldg C
Houston, TX 77043-2739
Tel: (832) 351-8022
Fax: (832) 351-8795

AFCO                           trade debt        $317,832

General Petroleum              trade debt        $205,504

A&E Welding                    trade debt        $142,734

Universal Sodexho              trade debt        $73,288

Wilson Adam                    trade debt        $69,900

Whale Building LLC             trade debt        $60,311

John Guzman Crane              trade debt        $52,640

South Coast Air                trade debt        $52,324

National Oilwell               trade debt        $51,072

Sulzer Pumps (US) Inc.         Trade debt        $46,961

Cameron Surface                trade debt        $37,360
Systems

Landmark Square Co.            Trade debt        $31,367
LLC

ESS Support Services           trade debt        $30,622

Beecher Carlson                trade debt        $26,515

The O'brien's Group Inc.       Trade debt        $25,500

Cook Inlet Region Inc.         Trade debt        $23,992

The Industrial Company         trade debt        $23,698

XTO Energy                     trade debt        $23,341

R&T Pacific Associates         trade debt        $18,004

Marine Preservation            trade debt        $14,989

Coffman Engineers              trade debt        $14,813

Prudential                     insurance         $13,940

Udelhoven Oilfield             trade debt        $12,429
System

Bakersfield Pipe & Supply      trade debt        $12,136

Petros Jackueline              trade debt        $12,079

B.O.P. Products, LLC           trade debt        $12,037

TSX Inc.                       Trade debt        $11,802

Cispri                         trade debt        $11,705

Pollard Wireline               trade debt        $11,490

The petition was signed by Darren Katic, president.


PALATIN TECHNOLOGIES: Listing Compliance Plan Accepted by NYSE
--------------------------------------------------------------
Palatin Technologies, Inc., reported that its exchange listing
compliance plan submitted on January 23, 2009 has been accepted by
the NYSE Alternext US LLC.

On December 30, 2008, Palatin received notice from the Exchange
that it was not in compliance with certain continued listing
requirements under Sections 1003(a)(ii) and (iii) of the
Exchange's Company Guide related to historical operating losses
and shareholders' equity levels.

On February 27, 2009, the Exchange notified Palatin that it had
accepted Palatin's plan for regaining compliance with the
continued listing requirements of Sections 1003(a)(ii) and (iii),
and that Palatin's listing on the Exchange was being continued
pursuant to an extension.

Palatin may be able to continue its listing on the Exchange during
the plan period through June 23, 2010, subject to periodic review
by the Exchange to determine if Palatin is making progress
consistent with the plan.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by June 23, 2010 could result in Palatin's shares being
delisted from the Exchange.  If Palatin's common stock was
ultimately delisted from the Exchange, it would be expected to
trade on the over-the-counter market, such as the OTC Bulletin
Board securities market, a regulated quotation service that
provides quotes, sale prices and volume information in over-the-
counter equity securities.

                    About Palatin Technologies

Cranbury, New Jersey-based Palatin Technologies, Inc. (NYSE
Alternext US: PTN) -- http://www.palatin.com-- is a
biopharmaceutical company focused on discovering and developing
targeted, receptor-specific small molecule and peptide
therapeutics.


PANDA ETHANOL: To "Go Dark" and Deregister With the SEC
-------------------------------------------------------
Panda Ethanol, Inc., said that by March 30, 2009, it intends to
file a Form 15 with the Securities and Exchange Commission to
deregister its common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended, and suspend the company's
reporting obligations under Sections 13(a) and 15(d) of the
Exchange Act.  Upon the filing of the Form 15, the company's
obligation to file periodic and current reports with the SEC,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
The company is eligible to file Form 15 because its common stock
is held of record by less than 300 persons.

Darol Lindloff, the chief executive officer of Panda Ethanol,
stated that "after evaluating and discussing the options before
the company, especially in light of the bankruptcy filings by our
Hereford subsidiaries, the company's board of directors has
determined that the benefits of remaining a reporting public
company were outweighed by the financial costs of complying with
the associated regulatory requirements. As a result, the board has
concluded that going dark is in the best interest of the company
and its stockholders."

On January 23, 2009, the company's subsidiaries holding and
managing its Hereford ethanol refinery filed voluntary petitions
for relief under Chapter 11 of United States Bankruptcy Code.  The
company does not anticipate that it or its shareholders will
receive any proceeds from the sale of the Hereford facility.  The
company will continue to manage construction and operations at the
Hereford facility during the bankruptcy cases.  However, the
company no longer has control of the facility and could be
replaced as manager upon completion of the sale of the Hereford
facility.  The company is currently assessing its options with
respect to future operations or projects.  Due to current economic
and market conditions, activities on the company's other
development projects are on hold.

In connection with the deregistration process, the company's
common stock will no longer be eligible for quotation on the OTC
Bulletin Board.  The company anticipates that its shares of common
stock will be quoted on the Pink Sheets, but there can be no
assurance that any broker will make a market in the company's
common stock.  Holders of restricted shares of the company's
common stock should be aware that once the company suspends its
reporting obligations under the Exchange Act, such holders will no
longer be permitted to rely on Rule 144 under the Securities Act
of 1933, as amended, to effect public resales of such common
stock.  Rule 144(i) prohibits the use of Rule 144 for the resale
of securities that were issued by a company that was a shell
company at or before the time of issuance and that is not subject
to the reporting requirements of Section 13 or 15(d) of the
Exchange Act. The company's predecessor, Cirracor, Inc., was a
shell company.

                 About Hereford Biofuels Holdings

Hereford Biofuels Holdings, based in Dallas, Texas, and three
affiliates filed for Chapter 11 bankruptcy on January 23, 2009
(Bankr. N.D. Tex. Case No. 09-30452).  Judge Stacey G. Jernigan
presides over the case.  Gregory M. Gordon, Esq., at Jones Day,
serves as the Debtors' bankruptcy counsel.  When it filed for
bankruptcy, Hereford Biofuels disclosed $50 million to $100
million in assets and $100 million to $500 million in debts.

                       About Panda Ethanol

Headquartered in Dallas, Texas, Panda Ethanol Inc. (OTC BB: PDAE)
-- http://www.pandaethanol.com-- is currently developing six 115
million gallon-per-year denatured ethanol projects located in
Texas, Colorado and Kansas.  Four of these facilities will each
generate the steam used in the ethanol manufacturing process by
gasifying upwards of 1 billion pounds of cattle manure per year.

Panda is currently constructing its first biomass-fueled refinery
in Hereford, Texas and anticipates ethanol production to commence
during the third quarter of 2008.  Once complete, the Hereford
facility will be one of the most fuel-efficient ethanol refineries
in the nation and the largest biomass-fueled ethanol plant in the
United States.

Panda Ethanol's founder is Panda Energy International, a privately
held company which has built more than 9,000 MW of electric
generation capacity at a cost of $5 billion.


PILGRIM'S PRIDE: Committee Sues Cobank to Invalidate Liens
----------------------------------------------------------
The official committee of unsecured creditors for Pilgrim's Pride
Corp., has commenced a complaint against Cobank ABC, saying the
Denver-based bank didn't make the proper filings to have a valid
secured claim covering equipment located at plants in 11 states,
Bloomberg's Bill Rochelle reported.

According to the report, the committee's complaint recites how the
bank filed notice of the secured claim in Delaware when it was
required by state law to file notices in each state where the
equipment is located.

                   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)


PLASTECH ENGINEERED: Reko Gets $1.2MM for Pre-Bankruptcy Goods
--------------------------------------------------------------
Reko International Group Inc. disclosed that during its fiscal
second quarter ended January 31, 2009, it received a US$1,200,000
settlement from the bankrupt estate of Plastech Engineered
Products, Inc. and its affiliates.  The settlement related to the
Company's claims for deliveries made immediately prior to Plastech
filing for Chapter 11 in the U.S. and for administrative claims,
representing goods shipped to Plastech after its bankruptcy
filing.  Approximately US$400,000 of the settlement proceeds
related to recoveries previously made by Reko against its accounts
receivable insurer and as such were repaid to the accounts
receivable insurer.

While the settlement concluded Reko's dealings with the bankrupt
estate of Plastech, the Company still maintains its secured claims
against Chrysler, Ford and GM, related to shipments with Plastech.
The settlement proceeds represent only a portion of the Company's
accounts receivable due from Plastech and the Company remains
exposed to credit risk attached to the remaining accounts
receivable balances of US$942,000, the majority of which relate to
post-petition purchase orders.  The Company currently maintains
reserves against this balance, which on a net basis represents
management's current best estimate of the net realizable value on
the Plastech balances.

Based in Windsor, Ontario, Reko designs and manufactures a variety
of engineered products and services for original equipment
manufacturers and their Tier 1 suppliers.  Thes products include
plastic injection moulds, fixtures, gauges, lean cell factory
automation, high precision custom machining, and assemblies.
Customers are typically OEMs or their Tier 1 suppliers and are
predominantly in the automotive market.  Divisions of Reko are
generally invited to bid upon programs comprised of a number of
custom products used by the customer to produce a complete
assembly or product.

                     About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components. It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry. Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan. The company is certified
as a Minority Business Enterprise by the state of Michigan.
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States. The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represented the Debtors in their restructuring efforts.  The
Debtors chose Jones Day as their special corporate and litigation
counsel.  Lazard Freres & Co. LLC served as the Debtors'
investment bankers, while Conway, MacKenzie & Dunleavy provided
financial advisory services.  The Debtors also employed Donlin,
Recano & Company as their claims and noticing agent. Joel D.
Applebaum, Esq., at Clark Hill PLC, represented the Official
Committee of Unsecured Creditors.

As of Dec. 31, 2006, the company's books and records reflected
assets totaling $729,000,000 and total liabilities of
$695,000,000.

The Debtors filed their Plan of Liquidation on August 11, 2008.
As reported by the Troubled Company Reporter on December 22, 2008,
the Court confirmed Plastech's Fifth Amended Joint Plan of
Liquidation.  The Plan became effective in accordance with its
terms on December 31, 2008.  (Plastech Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


PLIANT CORP: Deregisters Series AA Preferred Stock
--------------------------------------------------
On March 4, 2009, Pliant Corporation filed a Form 15 with the
Securities and Exchange Commission to deregister its Series AA
preferred stock and suspend its reporting obligations under the
Securities Exchange Act of 1934. The Company will cease filing all
periodic reports and forms, including Forms 10-K, 10-Q, and 8-K,
with the SEC. As a result, the Company's Series AA preferred stock
will cease to be eligible to trade on the Over-the-Counter
Bulletin Board.

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

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

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


PSYCHIATRIC SOLUTIONS: Moody's Puts Ba3 Rating on $200MM Revolver
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD3, 30%) rating to
Psychiatric Solutions, Inc.'s new $200 million revolver tranche
maturing in 2011.  Moody's also affirmed all the current ratings
of PSI, including the company's existing revolver tranche maturing
in December 2009, which has been reduced to $100 million from
$300 million.  The rating outlook is stable.

The affirmation of PSI's B1 Corporate Family Rating reflects the
modest leverage for the rating category, strong cash flow and
interest coverage and stable free cash flow generation.  However,
the rating remains constrained by the risks associated with the
company's continuing strategy of using incremental debt for
acquisitions.  Additionally, while the recent transaction
mitigates some of the refinancing risk associated with the
December 2009 maturity of its revolver, Moody's believe that the
company will likely have to access additional capital to restore
additional liquidity and continue to grow though acquisitions at
the same pace as it has historically.

Moody's rating actions are summarized below.

Ratings assigned:

  -- $200 million senior secured revolving credit facility due
     2011, Ba3 (LGD3, 30%)

Ratings affirmed/LGD Assessments revised:

-- Senior secured revolving credit facility due 2009 (reduced
   to $100 million from $300 million), to Ba3 (LGD3, 30%) from
   Ba3 (LGD3, 33%)

  -- Senior secured term loan due 2012, to Ba3 (LGD3, 30%) from
     Ba3 (LGD3, 33%)

  -- Senior subordinated notes due 2015 to B3 (LGD5, 85%) from B3
     (LGD5, 87%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

Moody's last rating action was on May 9, 2007, when PSI's ratings
were affirmed.

PSI, headquartered in Franklin, Tennessee, provides a continuum of
behavioral health programs to critically ill children, adolescents
and adults through its operation of owned or leased psychiatric
inpatient facilities.  PSI also manages free-standing psychiatric
inpatient facilities for government agencies and psychiatric
inpatient units within medical and surgical hospitals owned by
others.  The company recognized approximately
$1.8 billion in revenue for the year ended December 31, 2008.


REDCORP VENTURES: Obtains CCAA Protection Until April 3
-------------------------------------------------------
Redcorp Ventures Ltd. said that after consideration of all
available alternatives, its Board of Directors has determined that
it is in the best interests of all of its stakeholders for it and
its wholly-owned subsidiary, Redfern Resources Ltd., to seek court
protection from creditors under the Companies' Creditors
Arrangement Act (Canada).

Redcorp and Redfern sought and were granted such protection by
order of the Supreme Court of British Columbia on March 4, 2009.
The Court has granted CCAA protection for an initial period of 30
days, expiring on April 3, 2009.

Redcorp and Redfern will seek other ancillary relief to protect
their assets in other jurisdictions.  While under CCAA protection,
creditors and others are stayed from enforcing any rights against
Redcorp and Redfern and the Companies can attempt to restructure
their affairs.  The implications for Redcorp and Redfern's
creditors and other stakeholders will not be known until the terms
of the restructuring plan have been determined and the
restructuring process is complete.

The Companies determined to seek protection under the CCAA because
their current financial situation does not permit either company
to meet its current and future obligations to holders of Redcorp's
senior secured notes, to HSBC Bank Canada in respect of repayment
of an $85 million loan facility, and to outstanding commitments to
contractors, suppliers and vendors. The Companies have identified
a shortfall in available funding to complete the Tulsequah Mine
project principally due to an increase in capital expenditures
resulting from, amongst other reasons, significant and costly
delays in obtaining all necessary permits from regulatory
authorities. The cost increase was previously announced on
February 17, 2009. In addition to the capital cost increase,
Redfern was unable to obtain all of its required permits for barge
operations by March 1, 2009, such permits being the milestones
toward achieving financing under certain of its existing financing
arrangements as announced on October 15, 2008. Redcorp intends to
continue its day to day operations during the CCAA restructuring
process including identifying and securing the funds necessary to
complete the mine build.

KPMG Inc. was appointed Monitor under the Order.  Inquiries may be
directed to:

   Attention: Mr. Anthony Tillman
              KPMG Inc.
              777 Dunsmuir Street, PO Box 10426
              Vancouver, BC V7Y 1K3
              Telephone: (604) 646-6332
              Facsimile: (604) 691-3036
              Email: atillman@kpmg.ca

A copy of the Order will be made available on the Monitor's Web
site at http://www.kpmg.ca/redcorp

Redcorp Ventures Ltd. (CA:RDV) -- http://www.redcorp-ventures.com
and http://www.redfern.bc.ca-- is a Vancouver, British Columbia-
based mineral exploration and development company with active
projects in British Columbia, Canada and Portugal.


REDCORP VENTURES: Files Chapter 15 Petition in Seattle
------------------------------------------------------
Redcorp Ventures Ltd. filed a Chapter 15 petition on March 5
before the U.S. Bankruptcy Court for the Western District of
Washington.

Redcorp is asking the U.S. Bankruptcy to order that its
proceedings in under the Companies' Creditors Arrangement Act as
the "foreign main proceeding."  Redcorp also seeks a stay of all
claims and actions against it in the U.S.

Redcorp Ventures (TSX:RDV) said March 4 that after consideration
of all available alternatives, its Board of Directors has
determined that it is in the best interests of all of its
stakeholders for it and its wholly-owned subsidiary, Redfern
Resources Ltd.,to seek court protection from creditors under the
Companies' Creditors Arrangement Act (Canada).

Redcorp and Redfern sought and were granted such protection by
order of the Supreme Court of British Columbia on March 4.  The
Court has granted CCAA protection for an initial period of 30
days, expiring on April 3, 2009.  Accordingly, Redcorp and Redfern
will seek other ancillary relief to protect their assets in other
jurisdictions.  While under CCAA protection, creditors and others
are stayed from enforcing any rights against Redcorp and Redfern
and the Companies can attempt to restructure their affairs.  The
implications for Redcorp and Redfern's creditors and other
stakeholders will not be known until the terms of the
restructuring plan have been determined and the restructuring
process is complete.

The Companies determined to seek protection under the CCAA because
their current financial situation does not permit either company
to meet its current and future obligations to holders of Redcorp's
senior secured notes, to HSBC Bank Canada in respect of repayment
of an $85 million loan facility, and to outstanding commitments to
contractors, suppliers and vendors. The Companies have identified
a shortfall in available funding to complete the Tulsequah Mine
project principally due to an increase in capital expenditures
resulting from, amongst other reasons, significant and costly
delays in obtaining all necessary permits from regulatory
authorities. The cost increase was previously announced on
February 17, 2009. In addition to the capital cost increase,
Redfern was unable to obtain all of its required permits for barge
operations by March 1, 2009, such permits being the milestones
toward achieving financing under certain of its existing financing
arrangements as announced on October 15, 2008. Redcorp intends to
continue its day to day operations during the CCAA restructuring
process including identifying and securing the funds necessary to
complete the mine build.

KPMG Inc. was appointed Monitor under the Order. Enquiries may be
directed to:

Attention: Mr. Anthony Tillman
            KPMG Inc.
            777 Dunsmuir Street, PO Box 10426
            Vancouver, BC V7Y 1K3
            Telephone: (604) 646-6332
            Facsimile: (604) 691-3036
            Email: atillman@kpmg.ca

A copy of the Order will be made available on the Monitor's Web
site at www.kpmg.ca/redcorp.

Redcorp Ventures Ltd. is a Vancouver-based mineral exploration and
development company with active projects in British Columbia,
Canada and Portugal. Further information on Redcorp and the
Tulsequah Project can be obtained on the Company's website at
www.redcorp-ventures.com and at Redfern's website at
www.redfern.bc.ca.


RICHARD BOKAVICH: Puts Dealership on Sale After Bankruptcy Filing
-----------------------------------------------------------------
Christine McConville at Boston Herald reports that South Shore
Imported Cars Inc. has put itself up for sale after owners Richard
and Rose Bokavich filed for Chapter 11 bankruptcy protection in
February.

Court documents say that the Debtors hired Jill Beresford as
crisis-management consultant in January to stabilize South Shore.
Boston Herald relates that a month later, Sovereign Bank filed a
lawsuit against South Shore in the Plymouth Superior Court for
breach of contract, seeking $6.5 million in damages.  The report
says that Sovereign Bank financed car sales for South Shore.

Ford Credit, Ford Motor Co.'s credit arm, also sued South Shore in
February, claiming that the Bokaviches owed it almost $5 million
for "failing to remit" sales proceeds, Boston Herald states.  The
Ford credit arm provided a credit line to South Shore Volvo, the
report states.

According to Boston Herald, Ms. Beresford asked the court in the
Ford Credit case to let South Shore stay open to facilitate a sale
and keep its 58 workers working.  Ms. Beresford said in court
documents, "South Shore desires to wind down its affairs in an
orderly fashion."

South Shore, according to court documents, has received an offer
to purchase the Volvo dealership.

Dennis Port, Massachusetts-based Richard and Rose Bokavich run
South Shore Volvo in Norwell and Chrysler, Jeep, Dodge, and
Volkswagen showrooms in Hanover.  The Debtors filed for Chapter 11
bankruptcy protection on February 17, 2009 (Bankr. D. Mass. Case
No. 09-11186).  Christopher J. Panos, Esq., at Craig and Macauley,
P.C., assists the Debtors in their restructuring efforts.  The
Debtors listed $10 million to $50 million in assets and $10
million to $50 million in liabilities.


RIVER WEST MEDICAL: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Greg Garland at 2theadvocate.com reports that Shiloh Health
Services has filed a Chapter 11 bankruptcy petition for River West
Medical Center in the U.S. Bankruptcy Court for the Eastern
District of Louisiana.

Bradley L. Drell, the attorney for River West Medical, decided not
to contest an involuntary bankruptcy petition that a group of the
hospital's creditors filed on February 6, 2theadvocate.com
relates.  The report quoted Mr. Drell as saying, "We have
essentially consented to put River West into voluntary Chapter 11.
We've asked the judge to enter an order doing that."

Citing Mr. Drell, 2theadvocate.com states that a health-care
ombudsman appointed by the court in February will continue to
monitor the quality of care.

2theadvocate.com relates that James R. Cheek, Shiloh Health's
principal owner, wants River West Medical to continue to stay open
and continue to operate under another owner, if not under Shiloh
Health.  The report quoted Mr. Drell as saying, "If a buyer would
come along, they would have to consider that.  I can't say Shiloh
will continue to operate it, but someone will."

According to 2theadvocate.com, Iberville Parish President J.
Mitchell Ourso Jr. has talked about making the hospital a parish-
controlled facility.  2theadvocate.com states that Bryan Bogle,
River West Medical's former CEO, has also been working with local
physicians and state and local officials to try to keep the
hospital open.

2theadvocate.com says that River West Medical's former owner,
Community Health Services, claimed that it is owed $3.3 million.
Other unsecured claims, according to the report, include:

     -- $2.5 million owed to the U.S. Internal Revenue Service;
     -- $370,921 owed to GE Healthcare Finance; and
     -- $184,277 owed to Correct Care Inc.

River West Medical Center is a hospital in Plaquemine, Louisiana.


RIVIERA HOLDINGS: Moody's Junks Corporate Family Rating from 'B3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Riviera Holdings
Corporation's Corporate Family Rating, Probability of Default
Rating, and senior secured ratings to Caa2 from B3.  The ratings
were also placed on review for further possible downgrade.

The downgrade reflects several key factors that will continue to
negatively impact Riviera's ability to service its debt over the
next twelve months, most notably the company's significant
exposure to the Las Vegas Strip gaming market which will likely
see further declines in comparable month gaming revenues through
2009.  The downgrade also anticipates that leverage will increase
further as a result of continued weak demand trends.  Although
Riviera has not yet made available its fourth quarter 2008
earnings, the company's year end 2008 leverage could exceed 8
times.  Debt/EBITDA for the 12-month period ended September 31,
2008, was already high, at about 7.5 times.  Also of concern is
Riviera's weak liquidity profile.  The company currently has no
access to its revolver, and only has a relatively small cash
balance as its only form of liquidity.

The review for further possible downgrade considers Moody's view
that without a very significant improvement in operating results,
Riviera's capital structure is not sustainable in its current
form, and may require some form of restructuring that involves
some level of impairment.  The review also incorporates the
company's receipt of a notice of technical default on March 3,
2009 by Wachovia Bank.  The notice cites Riviera's non-compliance
with the requirement to provide a Deposit Account Control
Agreement from each of the company's depository banks as requested
by Wachovia.

Moody's review will focus on Riviera's near-term liquidity
position and ability to stem further deterioration in its cash
balances and cash flow.  The review will also focus on the
company's success with respect to curing the technical default.

Ratings lowered and placed on review for further possible
downgrade:

  -- Corporate Family Rating to Caa2 from B3
  -- Probability of Default Rating to Caa2 from B3
  -- $225 million term loan to Caa2 from B3
  -- $20 million revolving credit facility to Caa2 from B3

The last rating action for Riviera was on November 12, 2008, when
Moody's downgraded the company's Corporate Family Rating,
Probability of Default Rating, and senior secured ratings to B3
from B2.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera generates annual net
revenue of approximately $180 million.


ROBBINS BROS: Taps Deloitte FAS as Bankruptcy Reporting Advisor
---------------------------------------------------------------
Robbins Bros. Corporation asks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Deloitte Financial
Advisory Services LLP as bankruptcy reporting advisor.

Deloitte FAS will assist the Debtor in the:

   a. development of filing strategy;

   b. development of the creditor matrix;

   c. development of cash control procedures;

   d. preparation of necessary schedules, budgets and court
      related reporting, including the statement of financial
      affairs, the schedules of assets and liabilities and
      the monthly operating reports;

   e. development of the court required records retention
      process;

   f. development of a claims administration process;

   g. other agreed upon tasks as requested by the Debtor.


Curtis A. McClam, a principal of Deloitte FAS, tells the Court
that the hourly rates of professionals working in this case are:

     Partner/Principal/Director          $770 - $875
     Senior Manager                      $725 - $760
     Manager                             $625 - $655
     Senior Consultant                   $470 - $500
     Consultant                          $375 - $400
     Paraprofessional                       $290

Mr.  McClam adds that Deloitte FAS was paid an initial $65,000
prepetition retainer.  The Debtor has paid Deloitte FAS a total of
approximately $188,000 prior to the petition date, consisting of
the retainer and replenishments thereof.  Deloitte FAS has been
paid prepetition approximately $123,000 to replenish the retainer.
There are no amounts owing to Deloitte FAS as of the Petition
Date.  The balance of the retainer of approximately $39,000 will
be applied to Deloitte FAS's postpetition fees and expenses.

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

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on arch 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.  The Debtor selected Omni Management
Group LLC to serve as Claims, Noticing and Balloting Agent,
Deloitte Financial Advisory Services LLP to serve as Bankruptcy
Reporting Advisor, William Blair & Company, L.L.C. to serve as
Investment Banker and Deloitte Tax LLP to serves as Tax Advisor.
The Debtor listed estimated assets of $50 million to $100 million
and estimated debts of $50 million to $100 million.


ROBBINS BROS: Taps Omni Management as Claims and Noticing Agent
---------------------------------------------------------------
Robbins Bros. Corporation asks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Omni Management
Group, LLC, as claims, balloting, noticing and administrative
agent and as agent of the Bankruptcy Court.

Omni will manage and address the administrative issues that likely
will arise in this case.  In addition, in connection with any plan
of reorganization proposed by the Debtor, Omni will act as
solicitation agent with respect to, inter alia, the mailing of a
disclosure statement, the plan and related ballots, and
maintaining and tallying ballots in connection with the voting on
the Plan.

Robert L. Berger, a member of Omni fka Robert L. Berger &
Associates, Inc., tells the Court that the hourly rates of
professionals assigned in this case are:

     Senior Consultants                   $195 - $295
     Consultants and Project Specialists   $75 - $140
     Programers                           $130 - $200
     Clerical Support                      $35 - $65

In the 90 days prior to the petition date, Omni received a $29,5OO
prepetition retainer from the Debtor, and incurred fees and
expenses of approximately $6,000.  There are no amounts owed to
Omni as of the petition date. Omni is currently holding the
$23,5OO remaining amount of the retainer.

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

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on arch 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.  The Debtor selected Omni Management
Group LLC to serve as Claims, Noticing and Balloting Agent,
Deloitte Financial Advisory Services LLP to serve as Bankruptcy
Reporting Advisor, William Blair & Company, L.L.C. to serve as
Investment Banker and Deloitte Tax LLP to serves as Tax Advisor.
The Debtor listed estimated assets of $50 million to $100 million
and estimated debts of $50 million to $100 million.


ROBBINS BROS: Wants to Hire Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------------
Robbins Bros. Corporation asks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Pachulski Stang Ziehl
& Jones LLP as counsel.

Pachulski will:

   a. provide legal advice with respect to the Debtor's powers
      and duties as debtor in possession in the continued
      operation of their business and management of its
      property;

   b. preparing on behalf of the Debtor necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtor and in order to
      protect the interests of the Debtor before the Court;

   d. prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   e. perform all other legal services for the Debtor that may be
      necessary and proper in these proceedings.

Pachulski's professionals working in this case and their hourly
rates are:

     Jeffrey N. Pomerantz        $675
     Bruce Grohsgal              $595
     Werner Disse                $495
     Jonathan Kim                $495
     Beth Dassa                  $225

Mr. Grohsgal, a partner at Pachulski, tells the Court that his
firm has received payments from the Debtor during the year prior
to the petition date in the amount of $1,070,000, including the
Debtor's aggregate filing fees for these cases, in connection with
its prepetition representation of the Debtor.  Upon final
reconciliation of any balance remaining from the prepetition
payments to the firm will be credited to the Debtor and utilized
as the firm's retainer to apply to postpetition fees and expenses.

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

Mr. Grohsgal can be reached at:

     919 North Market Street, 17th Floor
     Wilmington, DE 19899-8705
     Tel: (302) 652-4100
     Fax: (302) 652-4400

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on arch 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.  The Debtor selected Omni Management
Group LLC to serve as Claims, Noticing and Balloting Agent,
Deloitte Financial Advisory Services LLP to serve as Bankruptcy
Reporting Advisor, William Blair & Company, L.L.C. to serve as
Investment Banker and Deloitte Tax LLP to serves as Tax Advisor.
The Debtor listed estimated assets of $50 million to $100 million
and estimated debts of $50 million to $100 million.


ROBBINS BROS: Seeks to Employ Deloitte Tax As Advisors
------------------------------------------------------
Robbins Bros. Corporation asks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Deloitte Tax LLP as
tax advisor.

Deloitte Tax will:

   a. develop an understanding of the Debtor's operational and
      federal/state tax history;

   b. work with the Debtor to prepare estimated tax basis balance
      sheets and summary of tax attributes;

   c. discuss potential restructuring alternatives with the
      Debtor and its advisors;

   d. develop a tax model with ability to determine how potential
      structuring alternatives will impact the Debtor and its
      shareholders currently and prospectively, particularly with
      respect to the recognition of income from discharge of
      indebtedness and reduction of attributes; in addition,
      consider non-income tax issues such as transfer taxes;

   e. work with the Debtor's management and advisors to develop a
      proposal to the creditors and provide negotiation support;
      and

   f. working with the Debtor's management and advisors to
      implement the ultimate structure, including an analysis of
      financing and other transaction documents for tax
      implications, and analyzing professional fees and other
      transaction costs to maximize deductions.

Dominic Kracht, a principal of Deloitte Tax LLP, tells the Court
that Deloitte Tax's hourly rates represent an approximate 25%
discount from its standard billing rates.  The hourly rates by
personnel classification are:

     Partner/Director                    $640
     Senior Manager                      $545
     Manager                             $470
     Senior Consultant                   $375

Deloitte Tax was paid an initial prepetition retainer of $25,000.
The Debtor paid Deloitte Tax approximately $84,000 prior to the
petition date, which consisted of the Retainer and replenishments
thereof.  There are no amounts owing to Deloitte Tax as of the
Petition Date.  The balance of approximately $22,000 will be
applied to Deloitte Tax's postpetition fees and expenses.

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

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on arch 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.  The Debtor selected Omni Management
Group LLC to serve as Claims, Noticing and Balloting Agent,
Deloitte Financial Advisory Services LLP to serve as Bankruptcy
Reporting Advisor, William Blair & Company, L.L.C. to serve as
Investment Banker and Deloitte Tax LLP to serves as Tax Advisor.
The Debtor listed estimated assets of $50 million to $100 million
and estimated debts of $50 million to $100 million.


SIRIUS XM RADIO: Liberty Media Closes Investment
------------------------------------------------
On March 6, 2009, SIRIUS XM Radio Inc. (NASDAQ: SIRI) and Liberty
Media Corporation (NASDAQ: LINTA, LINTB, LCAPA, LCAPB, LMDIA,
LMDIB) disclosed the closing of the second, and final, phase of
the previously announced investment by Liberty in SIRIUS XM.

Mel Karmazin, Chief Executive Officer of SIRIUS XM Radio, said,
"We are excited to have closed the second and final phase of our
investment agreement with Liberty Media.  It is an example of the
confidence our lenders and Liberty have in our business model.
These transactions resolve all of the uncertainty surrounding the
company's and its subsidiaries' debt maturing in 2009.  Having
addressed our near-term financial obligations, we remain focused
on continuing to deliver on all the promise of the merger of
SIRIUS and XM -- a more efficient company offering the best
programming through new packages to more subscribers."

"We are pleased to have completed the second phase of this
investment," said Greg Maffei, president and CEO of Liberty. "This
closing allows Liberty to align itself with one of the most
exciting companies in media today."

SIRIUS XM also announced that XM Satellite Radio, a wholly owned
subsidiary of SIRIUS XM, amended and extended its existing
$350 million credit facilities.  XM Satellite Radio's existing
term loan and revolving loan have been rolled into a single term
loan facility.  As previously agreed, Liberty has purchased
$100 million aggregate principal amount from the lenders.

Liberty has committed to loan an additional $150 million to XM
Satellite Radio, to be used to repay a portion of the outstanding
principal amount of 10% Convertible Notes due December 1, 2009, of
XM Satellite Radio Holdings Inc.

Under the existing terms of their agreement, SIRIUS XM has issued
Liberty an aggregate of 12.5 million shares of new preferred stock
convertible into 40% of the common stock of SIRIUS XM.

J.P. Morgan Securities acted as financial advisor to SIRIUS XM in
connection with the transactions.  UBS and Lazard Freres & Co. LLC
acted as financial advisors to Liberty Media Corporation.

                       About Sirius XM Radio

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

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sirius XM Radio Inc. to 'CCC' from 'CCC+'.  S&P
also lowered the issue-level ratings on the debt of Sirius XM
Radio Inc. and of Sirius' unrestricted subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which remain on
CreditWatch, though the implications are revised to negative from
developing.  S&P could affirm or lower the issue-level ratings
pending S&P's review of additional information and follow-up
discussions with management.  The outlook is negative.  New York
City-based Sirius XM had total debt outstanding of $3.37 billion
as of Sept. 30, 2008.


SMITH MOUNTAIN: Failure to Find Buyer Leads to Bankruptcy
---------------------------------------------------------
Courtney Cutright at The Roanoke Times reports that Smith Mountain
Lake Partners LLC has filed for Chapter 11 bankruptcy protection
after failing to find buyers for the Sunset Cay residential real
estate.

According to The Roanoke Times, Smith Mountain filed for Chapter
11 protection in February 2009 in the U.S. Bankruptcy Court for
the Western District of Virginia, listing liabilities in excess of
$7 million and assets of $6.5 million.

Smith Mountain, says The Roanoke Times, owes StellarOne Bank about
$8.1 million.  The report states that StellarOne filed civil suits
in Bedford County Circuit Court against six co-signers on the $8.1
million debt.  Court documents say that Smith Mountain hasn't paid
StellarOne "a penny" since June 2008.

Citing Jim Fields of Smith Mountain, The Roanoke Times relates
that the bankruptcy filing won't affect The Shoppes at Sunset Cay
and the former Campers Paradise site.  These properties, according
to the report, will be affected:

     -- nine lots with residential dwellings,
     -- 22 undeveloped lots,
     -- 28 undeveloped residential acres, and
     -- seven underdeveloped commercial acres.

The Roanoke Times relates that Mr. Fields, of Forest, and his
wife, Linda, each own 23% of the shares in Smith Mountain.  Court
documents say that the largest shareholder, Sue Kelly, owns 30% of
the company.  According to court documents, Ms. Kelly gave an
unsecured loan of more than $766,000 to Smith Mountain.

Lynchburg, Virginia-based Smith Mountain Lake Partners LLC is a
limited liability company developing homes at Sunset Cay in
Moneta.  The company filed for Chapter 11 bankruptcy protection on
February 12, 2009 (Bankr. Va. Case No. 09-60435).  Darren T.
Delafield, Esq., who has an office in Roanoke, Virginia, assists
the company in its restructuring effort.  The company listed
$6,500,001 in assets and $7,002,943 in liabilities.


SMURFIT-STONE: Creditors Seek Return of Pre-Bankruptcy Deliveries
-----------------------------------------------------------------
Pursuant to Sections 503(b)(9) and 546(c) of the Bankruptcy Code,
36 creditors of Smurfit-Stone Container Corp. and its debtor-
affiliates seek the return of goods that were delivered to the
Debtors within the 45-day period before the Petition Date:

                                                       Amount
  Creditors                                            Asserted
  ---------                                            --------
  Sun Automation, Inc.                               $1,600,614
  Kemira Chemical, Inc.                                 927,340
  Finnchem USA, Inc.                                    866,197
  PPG Industries, Inc.                                  725,618
  Publix Super Markets, Inc.                            557,543
  Nalco Company                                         543,190
  Massey Coal Sales Company                             451,010
  Shrieve Chemical Company                              419,118
  Office Paper Systems, Inc.                            376,558
  Atlantic Coated Papers Ltd.                           350,442
  David Cutler Industries, Ltd.                         317,865
  Speqtrum                                              317,167
  Canal Wood LLC                                        302,659
  Mitsubishi Heavy Industries America, Inc.             276,445
  Esko Graphics, Inc.                                   178,789
  Pinecrest Timber Company                              150,184
  Carotek, Inc.                                         126,054
  Calpine Containers, Inc.                              124,485

  Edelstein Diversified Specialties, Ltd.;              119,201
   Echotape USA, Inc.; and
   Edelstein Diversified Co. Ltd.

  Crop Production Services, Inc.                        115,747
  Papco, Inc.                                            94,792
  The Cline Company                                      66,552
  VSP Technologies                                       55,165
  Luzenac America, Inc.                                  54,971
  Southern Fasteners and Supply, Inc.                    50,275

  Metso Automation USA, Inc.                             43,572
                                                         29,793

  Budnick Converting, Inc.                               42,636
  Air Products and Chemicals, Inc.                        3,117

  Peak Technologies, Inc.
     See http://bankrupt.com/misc/PeakTechRecClaims.pdf

  DCP Midstream Marketing LLC
     See http://bankrupt.com/misc/DCPReclamation.pdf

  Sun Chemical Corporation
     See http://bankrupt.com/misc/SunChemicalReclamation.pdf

  Corn Products International, Inc.
     See http://bankrupt.com/misc/CornProdReclamation.pdf

  Xerium Technologies, Inc., et al.
     See http://bankrupt.com/misc/XeriumReclamation.pdf

  Chicago Electric Sales, Inc.
     See http://bankrupt.com/misc/ChicagoElectricReclamation.pdf

  GLV, Inc.
     See http://bankrupt.com/misc/SmurfGLVInc.pdf

  Shell Energy North America (US) LP         Invoices not
                                             included in filing

In separate filings, eight creditors seek allowance and immediate
payment of their administrative expenses pursuant to Section
503(b)(9) of the Bankruptcy Code, relating to the prior delivery
of goods to the Debtors 20 days before the Petition Date and in
the ordinary course of business.

The Creditors are:

                                                       Amount
  Creditors                                            Asserted
  ---------                                            --------
  Kentucky Cumberland Coal Company                      972,877
  General Chemical Performance Products LLC             154,407
  Henkel Corporation                                    109,967
  Berman Printing Company                                94,306
  International Baler Corporation                        68,870
  Balfour Timber Company, Inc.                           65,666
  Wilmington Paper Corp.                                 16,245
  RGT Logistics LLC                                      14,502

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Gets Go-Signal to Hire Lazard As Investment Banker
-----------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Lazard Freres & Co. LLC to perform
investment banking and financial advisory services for the Debtors
in their Chapter 11 cases, nunc pro tunc to the Petition Date.

The Debtors submitted that there were no objections to their
request.

As reported by the Troubled Company Reporter on February 12, 2009,
the Debtors disclosed that since November 11, 2008, Lazard has
provided general investment banking and financial advice in
connection with the Debtors' attempts to complete a strategic
restructuring, reorganization or recapitalization, and to prepare
for the commencement of the Chapter 11 cases.  In providing
prepetition services to the Debtors, Lazard's professionals have
worked closely with the Debtors' management and other
professionals and have become well acquainted with the Debtors'
operations.

As investment banker, Lazard will:

  (a) review and analyze the Debtors' business, operations and
      financial projections;

  (b) evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

  (c) assist in the determination of a capital structure for the
      Debtors;

  (d) assist in the determination of a range of values for the
      Debtors on a going concern basis;

  (e) advise the Debtors on tactics and strategies for
      negotiating with the Stakeholders;

  (f) render financial advice to the Debtors and participate in
      meetings or negotiations with the Stakeholders or
      rating agencies or other appropriate parties in connection
      with any restructuring;

  (g) advise the Debtors on the timing, nature and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

  (h) advise and assist the Debtors in evaluating potential
      financing transactions, subject to Lazard's
      agreement to act, and, if asked, execute appropriate
      agreements, on behalf of the Debtors, contact potential
      sources of capital as the Debtors may designate and assist
      the Debtors in implementing the Financing;

  (1) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the Restructuring;

  (j) if mutually agreed by Lazard and the Debtors, assist the
      Debtors in identifying and evaluating candidates for a
      potential Sale Transaction, advise the Debtors in
      connection with negotiations and aid in the consummation
      of a Sale Transaction;

  (k) attend meetings of the Debtors' Board of Directors and its
      committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (l) provide testimony, as necessary, with respect to matters
      on which Lazard has been engaged to advise the Debtors in
      any proceeding before the Bankruptcy Court; and

  (m) provide the Debtors with other financial restructuring
      advice.

Since 1990, Lazard's professionals have been involved in over 250
restructurings, representing over $1,000 billion in debtors'
assets, including the Chapter 11 cases of:

  * Adelphia Communications Corporation;
  * Calpine Corporation;
  * Lehman Brothers Holdings, Inc.;
  * Tropicana Entertainment, LLC;
  * Movie Gallery, Inc.;
  * New Century TRS Holdings, Inc.;
  * Northwest Airlines Inc.;
  * Owens Coming Corp.;
  * Vertis Holdings, Inc.;
  * WCI Communities, Inc.; and
  * Wellman, Inc.

The Debtors will pay Lazard:

  (a) a monthly fee of $250,000, payable on the 11th day of each
      month until the earlier of the consummation of a
      restructuring or the termination of Lazard's engagement.
      All Monthly Fees paid in excess of $1,000,000 will be
      credited against any restructuring fee, financing fee, or,
      if applicable, sale transaction fee payable; provided,
      that, the credit will be reduced pro tanto to the extent
      that fees are not approved by the Bankruptcy Court;

  (b) restructuring fee equal to $9,000,000 upon consummation
      of any restructuring;

  (c) fee, payable upon consummation of a financing for which
      the Debtors and Lazard agreed in writing.  One-half of any
      financing fee paid will be credited against any
      restructuring fee subsequently payable; and

  (d) sale transaction fee upon consummation based on the
      aggregate consideration calculated.  One-half of any fee
      paid will be credited against any Restructuring Fee
      subsequently payable.

For the avoidance of any doubt, more than one fee may be paid;
provided that in no event will the aggregate of all fees payable
to Lazard exceed $13,000,000.

In addition to any fees that may be payable to Lazard and,
regardless of whether any transaction occurs, the Debtors will
promptly reimburse Lazard for all reasonable expenses and other
reasonable fees and expenses.

The Debtors will indemnify, hold harmless and reimburse Lazard
and its affiliates and directors, officers, members, employees,
agents and controlling persons of both the firm and its
affiliates for any loss, claim, damage, liability or expense
relating to, arising out of or in connection with Lazard's
engagement by the Debtors.

However, the Debtors will not be required to indemnify any
Indemnified Party for any loss, claim, damage, liability or
expense that is finally adjudicated by a court of competent
jurisdiction to have primarily resulted from the Indemnified
Party's willful misconduct, bad faith or gross negligence.

David Kurtz, a managing director of Lazard, said his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code and (b) does not hold or represent an interest
adverse to the Debtors' estates.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: Required to Obtain Workers' Insurance in Florida
---------------------------------------------------------------
Florida Self-Insurers Guaranty Association, Inc. asks the U.S.
Bankruptcy Court for the District of Delaware to require Smurfit-
Stone Container Corp. and its debtor-affiliates to obtain workers'
compensation insurance for their Florida workers' compensation
claims that will arise on or after February 25, 2009.

In the State of Florida, an employer must either obtain and keep
insurance for payment of workers' compensation claims under
Chapter 440 of the Florida Statutes or it must be self-insured
pursuant to the provisions of applicable state law.

Theodore J. Tacconelli, Esq., at Ferry Joseph & Pearce P.A., in
Wilmington, Delaware, relates that the Debtors have chosen to be
self-insured for the payment of Florida workers' compensation
claims.  Accordingly, the Debtor has become a member of the
Florida Self-Insurers Guaranty Association, Inc., as required
by state law.  FSIGA exists to guarantee the payment of workers'
compensation claims to the employees of self-insured members by
and through the creation of an insolvency fund which is operated
and controlled by FSIGA.

Mr. Tacconelli points out that pursuant to Florida Statutes, once
a member files for bankruptcy protection, that member is an
insolvent member.  Therefore, FSIGA and the Fund are obligated to
guarantee the payment of workers' compensation claims to the
Debtor's employees in the state of Florida only for incidents and
injuries which occurred before the Petition Date or within 30
days of the Petition Date.

Mr. Tacconelli contends that failure to maintain adequate
workers' compensation insurance will subject the Debtors' estate
to administrative claims if employees suffer an injury on the job
postpetition.  The latest actuarial estimate on March 31, 2008,
reveals that the existing prepetition workers' compensation
claims of the Debtor for its Florida employees total $5,523,515,
Mr. Tacconelli says.

To secure the obligations of the Debtor owed to its Florida
employees and FSIGA, Mr. Tacconelli relates that FSIGA holds a
letter of credit issued by JP Morgan Chase amounting to
$5,523,515.

The Debtor carries excess insurance for workers' compensation
claims within the state of Florida, but the retention under the
policy is $1,500,000 per incident.  Mr. Tacconelli explains that
for any one incident, excess insurance does not begin to cover
the claim until payments by the Debtors toward the claim exceed
$1,500,000.

In light of the lack of coverage of the FSIGA insolvency fund,
the current amount of security deposit held by FSIGA, Mr.
Tacconelli contends that there is no "appropriate insurance" for
claims which occur on or after February 25, 2009, and the estate
and its Florida employees are at risk.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SMURFIT-STONE: To Walk Away From 31 Leases & 78 Contracts
---------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to reject more than 60 executory contracts and 14
unexpired leases of nonresidential real property.

In a separate request, the Debtors seek permission to reject 17
leases and 18 executory contracts.

The Debtors said the Rejected Contracts constitute agreements that
are no longer beneficial or necessary to the Debtors' business
operations while the Rejected Leases are no longer used by the
Debtors and have already been vacated.

A schedule of the 60 Executory Contracts is available for free at:

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

A copy of the 18 Executory Contracts is available for free at:

           http://bankrupt.com/misc/SmurfContracts2.pdf

A schedule of the 14 Leases is available for free at:

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

A copy of the 17 Leases is available for free at:

           http://bankrupt.com/misc/SmurfLeases2.pdf

                200 Hollister and Cabot Responds

Prior to the Court's ruling, 200 Hollister Associates LLC, the
landlord of a lease which the Debtors seek to reject, notified the
Court that, in one of the exhibits, the Debtors set Hollister II
Associates LLC as the landlord of the Lease.

Robert J. Katzenstein, Esq., at Smith Katzenstein & Furlow LLP,
in Wilmington, Delaware, said 200 Hollister acquired the Lease
from Hollister II, therefore 200 Hollister is the real
counterparty in interest with respect to the Lease.

Mr. Katzenstein told the Court that 200 Hollister takes no
position with respect to the Debtors' request to reject the
Lease, however, 200 Hollister opposed the Debtors' request to
reject the Lease effective as of February 5, 2009, the date the
Debtors' request was filed.

Although the Debtors previously vacated the premises covered by
the Lease, Mr. Katzenstein noted that the Lease was not
terminated.  Accordingly, he argued that retroactive rejection of
the Lease would prejudice 200 Hollister because it would impose
an obligation to pay costs associated with the property, like
real estate taxes and insurance, during a period in which 200
Hollister has been legally prohibited form capitalizing on its
ownership interest in the property.

For these reasons, 200 Hollister asked the Court that if it
authorizes the Debtors to reject the Lease, the rejection should
be made effective as of the date the Court's order is entered.

Cabot Acquisition LLC, another party to a certain unexpired
nonresidential real property lease which the Debtors are
currently seeking to reject, also asked the Court that any order
rejecting leases of unexpired nonresidential property must not be
retroactive.  They also asked the Debtors to immediately surrender
possession of the Cabot Lease to Cabot.

Judge Brendan Linehan Shannon authorized the Debtors to reject the
Leases and Executory Contracts effective as of February 5, 2009.
However, with respect to the 200 Hollister and Cabot Leases, the
Leases are deemed rejected as of February 23, 2009.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

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


SOLSTICE LLC: Files for Chapter 11 in Manhattan
-----------------------------------------------
Solstice LLC and affiliates filed Chapter 11 petitions on March 5
in the U.S. Bankruptcy Court for the Southern District of New
York.

According to Bloomberg, Solstice has 94 members who paid a
refundable deposit as much as $1.95 million each.  Annual dues are
up to $86,000.  Membership deposits represent debt of $61.6
million.

Bloomberg's Bill Rochelle relates the company exhausted its cash
and is in default on a $23.6 million loan from Fortress Credit
Funding IV LP.  Mr. Rochelle, citing a court filing, said Fortress
is giving the company 160 days to pay down some of the debt by
selling four properties and 10 months to refinance.

Solstice intends to finance its Chapter 11 case with $1.3 million
loaned by 23 members, Bloomberg added.

Based in San Francisco, California, Solstice LLC and affiliates
operate luxury destination homes and a yacht in the U.S., Europe
and Latin American. Solstice disclosed $67.8 million in assets
against liabilities totaling $106 million.


SOLSTICE LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Solstice, LLC
        dba Solstice Collection
        1 Beach Street, 1st Floor
        San Francisco, CA 94133

Bankruptcy Case No.: 09-11010

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
163 Charles Street No. 4 New York, LLC             09-11011
163 Charles Street No. 5 New York, LLC             09-11012
Parallel Aspen, LLC                                09-11013
Parallel Management LLC                            09-11014
Sea Vision I, LLC                                  09-11015
Solstice Management, LLC                           09-11016
Solstice Ownership I, LLC                          09-11017
Solstice Ownership II, LLC                         09-11018
Solstice Ownership III, LLC                        09-11019
Solstice Ownership IV, LLC                         09-11020
Solstice Ownership V, LLC                          09-11021
Solstice Ownership VI, LLC                         09-11022
Solstice Ownership VII, LLC                        09-11023
Parallel I LLC                                     09-11024

Type of Business: The Debtor operates a resort property club.

Chapter 11 Petition Date: March 5, 2009

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Arthur Jay Steinberg, Esq.
                  asteinberg@kslaw.com
                  King & Spalding LLP
                  1185 Avenue of the Americas
                  New York, NY 10036
                  Tel: (212) 556-2100
                  Fax: (212) 556-2222

Estimated Assets: $500,000 to $1 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
David Grieve. Jim McCullough,  Trade debt        $1,437,000
Dennis Higgs, Jo hn Hoffman,
John Williams
Attn: Peter Wohlfeiler
465 First Street West
Second Floor
Sonoma, CA 95476-6660
Tel: (707) 935 -3700

Winston & Strawn LLP           Legal services    $1,220,486
36236 Treasury Center
Chicago, IL 60694
Tel: (312) 558-5600

Andrew Harper                  Trade debt        $1,008,000
Andrew Harper Travel, Inc.
600 Congress Avenue
Suite 1400
Austin, TX 78701
Tel: (512) 904-7320

The 2M Group                   Trade debt        $952,152
30 Liberty Ship Way
Suite 3330
Sausalito. CA 94965
(415) 331-3338

Cas par Schuebbe               Contract for      $286,864
                               purchase

Passport to Italy              Trade debt        $178,051

Ben Sinnott                    Loan              $150,000

McColl Partners                Trade debt        $126,745

Moller Willrich Architecture   Trade debt        $117,428
and Design

The Wolff Company              Consultant        $75,117
                               Fees

Banca Nazionale del Lavaro     Bank charge       $69,980

Victoria Sebastiani, Trustee   Rent              $58,075

American Express               Trade debt        $57,772

Chase Card Services            Trade debt        $43,700

Two Man Crew, Inc.             Trade debt        $41,967

Novogradac & Company           Accounting        $39,137

Summit Engineering, Inc.       Trade debt        $32,822

The Soho Hotel                 Rent              $32,081

Banca Popular di Roma          Bank charge       $29,965

Weinstock & Scavo P.C.         Legal lees        $22,190

The petition was signed by Carolyn Rockafellow, chief executive
officer.


SPIRE CORP: Receives Notice of Non-Compliance from Nasdaq
---------------------------------------------------------
Spire Corporation received on March 3, 2009, a Staff Determination
Letter from The Nasdaq Stock Market indicating that the Company
has not regained compliance with Nasdaq Marketplace Rule
4450(b)(1)(A) as the market value of the Company's common stock
has remained below the minimum $50,000,000 required for continued
inclusion on The Nasdaq Global Market.  Accordingly, its common
stock is subject to delisting from The Nasdaq Global Market.

The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
request for a hearing will stay the Staff Determination and, as a
result, the Company's common stock will remain listed on The
Nasdaq Global Market until the Panel issues its decision after the
hearing. There can be no assurance the Panel will grant the
Company's request for continued listing.

The Company expects to regain compliance with alternative
continued listing requirements upon the filing of its Annual
Report on Form 10-K for 2008, whereby the Company believes it will
meet both (i) Marketplace Rule 4450(b)(1)(B), which alternatively
requires total assets and total revenue of at least $50,000,000
each for the most recently completed fiscal year or two of the
three most recently completed fiscal years and (ii) Marketplace
Rule 4450(a)(3), which alternatively requires stockholders' equity
of at least $10 million.

                      About Spire Corporation

Based in Bedford, Massachusetts, Spire Corporation --
http://www.spirecorp.com/-- is a global solar company providing
turnkey production lines and capital equipment to manufacture
photovoltaic modules worldwide.  Spire Semiconductor provides
processing technology for Spire's silicon solar cell manufacturing
lines and offers custom gallium arsenide cells for solar
concentrator systems.


STANDARD PACIFIC: Weak Cash Flow Cues Moody's Junk Rating from B2
-----------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of Standard
Pacific Corp., including the company's corporate family rating to
Caa1 from B2, senior unsecured notes to Caa1 from B2, and senior
sub notes to Caa3 from Caa1.  The speculative grade liquidity
assessment was affirmed at SGL-3, and the ratings outlook is
negative.  This concludes the review for downgrade process that
was initiated on February 4, 2009.

The downgrades reflect Moody's expectation that Standard Pacific's
cash flow performance will weaken considerably in 2009 and be
followed by an even weaker 2010.  While the company has already
picked the low hanging fruit with regard to its cash flow
generation (i.e., by greatly reducing inventory and spec builds),
the company faces the additional pressure of having to collapse
certain of its joint ventures and bring onto its books both the
land and the debt of these joint ventures.  Exacerbating these
pressures is the fact that the company came in below its minimum
operating cash flow to interest coverage ratio during its fourth
quarter that ended December 31, 2008, thus requiring the setting
aside of about $121 million of its roughly $625 million of year-
end cash.  In addition, the company faces debt maturities for each
of the next seven years.

The downgrades also consider that while the company's revenue run
rate has deteriorated by about 75% since 2005 and net worth by
even more, total homebuilding debt has barely budged over this
time period, thus driving debt leverage to about 81%.  Moody's
anticipates that the thin net worth buffer of about $380 million
will be further reduced by continuing impairment charges during
the year.  Finally, Moody's is projecting that the company will
continue generating operating losses well into 2010.

At the same time, the ratings are supported by the company's
unrestricted current cash position of about $500 million, which
will be augmented by an approximate $114 million income tax
refund, and absence of any material covenant compliance
requirements, save for the cash flow coverage test.

The negative outlook reflects the expectation of Moody's Corporate
Finance Group that housing market conditions will worsen in 2009,
the bottom is not yet visible, government actions will be helpful
largely at the margin, liquidity will remain tight and lender
behavior uncertain, and 2009 will be a year of greatly reduced
deliveries.

Going forward, the ratings could be lowered further if the company
were to engage in a distressed bond exchange and/or deplete its
cash reserves either through sharper-than-expected operating
losses or through a sizable investment or other transaction.  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 reduce debt leverage to a more
manageable 60 - 70% target level.

These rating actions were taken:

  -- Corporate family rating lowered to Caa1 from B2;

  -- Probability of default rating lowered to Caa1 from B2;

  -- Senior unsecured notes lowered to Caa1 (LGD4, 50%) from B2
     (LGD4, 53%);

-- Senior subordinated notes ratings lowered to Caa3 (LGD6,
   95%) from Caa1 (LGD-6, 93%);

  -- Speculative grade liquidity affirmed at SGL-3.

All of Standard Pacific's debt is guaranteed by its principal
operating subsidiaries.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes, with homebuilding operations located in
California, Texas, Arizona, Colorado, Florida, North and South
Carolina, and Nevada.  Homebuilding revenues and consolidated net
income (before allocation to preferred stockholders) for 2008 were
approximately $1.5 billion and ($1.2) billion, respectively.


STERLING MINING: In Talks with Minco to Settle Lease Dispute
------------------------------------------------------------
Minco Silver Corporation discloses that it is working closely with
counsel to Sterling Mining Company and the Trustee in Bankruptcy
to expeditiously resolve all of the outstanding issues surrounding
a lease to the Sunshine Mine.

As reported by the Troubled Company Reporter on February 6, 2009,
Sterling Mining said it was considering all alternatives available
to it to guard its assets and preserve value for its shareholders
including the filing of a reorganization case under the Bankruptcy
Laws and in accordance with Idaho corporate law.  Sterling Mining
at that time clarified news articles indicating that the Company
had "lost" the lease on the Sunshine Mine located near Kellogg,
Idaho, and the owner of the Mine, Sunshine Precious Metals
intended to repossess the property.  Sterling Mining said that
SPMI has in the past and continues to claim that material defaults
have occurred in several provisions of the mining lease.  These
allegations, Sterling Mining said, have been responded to in a
timely manner and the Company does not believe that any of the
defaults are material or non-curable, although these issues will
ultimately likely be determined through the judicial process. The
Company said it was maintaining a small crew at the mine on a 24-
hour basis for security and basic maintenance.

                        About Minco Silver

Based in Vancouver, British Columbia, Minco Silver Corporation
(CA:MSV: news , chart , profile ) is a TSX listed company focusing
on the acquisition and development of silver dominant projects.
The Company owns 90% interest in the world class Fuwan Silver
Deposit, situated along the northeast margin of the highly
prospective Fuwan Silver Belt.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The Company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over 360
million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks & Elliott in Coeur d'Alene, as
bankruptcy counsel.


STRUCTURAL INVESTMENTS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Structural Investments & Planning VII, LLC
                5125 E. Thomas Road
                Phoenix, AZ 85016

Case Number: 09- 03942

Involuntary Petition Date: March 5, 2009

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Peter Workum                   monies loaned        $20,000
4301 N 21st St. #42
Phoenix, AZ 85016

Greg Harrington                monies loaned        $10,000
2210 Blake St., Lot 303
Denver, CO 80204

Ralph Klein                    consulting fees      $5,500
2251 N. Rampart #332
Las Vegas, NV 89128


THIELE MANUFACTURING: In Dispute With Union After Chap. 11 Filing
-----------------------------------------------------------------
Shawn Piatek at The Tribune-Democrat reports that Thiele
Manufacturing, LLC, is facing five separate unfair labor charges
from the United Mine Workers District 2.

The union filed the charges against Thiele Manufacturing with the
National Labor Relations Board, according to The Tribune-Democrat.

Thiele Manufacturing has filed for Chapter 11 bankruptcy
protection in December 2008, court documents say.  The Tribune-
Democrat relates that the bankruptcy filing came two months after
Thiele Manufacturing laid off its union labor force of about 60
employees.

The Triune-Democrat states that Ed Begovich, international
representative for the union, said that the charges against Thiele
Manufacturing include:

     -- failure to bargain in good faith,
     -- attempt to directly deal with union employees,
     -- coercion and intimidation of employees, and
     -- failure to provide requested information.

Almost 30 workers have been called back to work at Thiele
Manufacturing since the middle of December, The Tribune-Democrat
says, citing Mr. Begovich.  According to the report, Mr. Begovich
said that Thiele Manufacturing hasn't respected bargained rules on
calling workers back to work based upon seniority, and instead has
started advertising for and hiring employees off the street for
positions that could be filled by union workers remaining on
furlough.

The Tribune-Democrat states that the employees continue to operate
without a contract.  The union, says the report, has accused
Thiele Manufacturing of patently refusing to recognize grievances
filed by members of the bargaining unit.

                    About Thiele Manufacturing

Pittsburgh, Pennsylvania-based Thiele Manufacturing, LLC, filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Western District of Pennsylvania on December 19, 2008
(Bankr. W.D. Pa. Case No. 08-28469).  Richard R. Tarantine, Esq.,
who has an office in Pittsburgh, Pennsylvania, assists the company
in its restructuring effort.  The company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


VALLEJO CITY: Loses $4.2MM Economic Dev't Administration Grant
--------------------------------------------------------------
The Vallejo city's bus transit center project has lost a
$4.2 million Economic Development Administration grant, Jessica A.
York at Vallejo Times-Herald reports, citing Public Works Director
Gary Leach.

According to the Times-Herald, Vallejo requested last year a
funding for a planned Vallejo Station bus transit center project.
The Times-Herald, citing Economic Development Program Manager
Susan McCue, relates that the application was rejected due to the
city's bankruptcy.  Mr. McCue, according to the report, said that
city officials want the federal agency to cite specific
regulations that allowed the rejection.  "It's a great project
that we thought was going to work out.  We obviously have
requested the policy, the regulation, that they are relying upon
to deny it based on our bankruptcy," the report quoted Mr. McCue
as saying.

Mr. McCue said that the grant would have required matched funding
from state and regional transportation dollars, but none from
Vallejo, the Times-Herald reports.

Vallejo spent more than $3 million on bankruptcy-related costs
through December 2008, says the Times-Herald.  The report states
that the city would spend $2 million in fiscal year 2009-2010, in
addition to the $1.2 million budgeted for the rest of the current
fiscal year.

                    About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.  (Vallejo Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VICORP RESTAURANTS: Wants Plan Filing Period Extended to June 4
---------------------------------------------------------------
VI Acquisition Corp. and VICORP Restaurants, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a plan until June 4, 2009, and their
exclusive period to solicit acceptances of a plan until July 31,
2009.

This is the Debtors' third motion for the extension of their
exclusive periods to file and solicit acceptances of a plan.

The Debtors say they require additional time in which to conclude
the sale of substantially all of their assets and to work with the
Official Committee of Unsecured Creditors and creditor
constituencies toward the formation of a plan.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W.
Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represent the Official Committee of Unsecured Creditors of the
Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


VISTEON CORP: Fitch Downgrades Issuer Default Rating to 'C'
-----------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Visteon Corporation to 'C' from 'CC', indicating that a default is
imminent or inevitable.  The ratings have been removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The continuing decline in global automotive production is expected
to result in continued negative cash flows at Visteon for at least
the next year, further draining the company's limited excess
liquidity. Visteon has virtually no access to external sources of
new capital, and existing sources are constricting. Visteon has a
maturity of $207 million in senior unsecured notes in 2010, and
Fitch expects some form of default to occur (either a coercive
debt exchange or a Chapter 11 filing).

Visteon experienced a 43% reduction in fourth quarter revenues due
to the accelerating decline in global automotive production and
currency effects.  Global sales and production trends point to
little improvement through 2009.  Fitch projects that Visteon will
likely be unable to generate free cash flow sufficient to cover
required capital expenditures and interest over the near term.

Visteon had cash of $1.2 billion at Dec. 31, 2008, but liquidity
is likely to become strained in 2009 due to continued operating
losses, restructuring costs, cash needed on hand to run the
business, cash held in overseas or joint-venture operations, and
intra-period/seasonal cash swings.  Liquidity has become more
strained as availability under the company's ABL and receivable
securitization facilities has declined due to a decline in the
value or amount of eligible collateral.

Fitch expects that similar to Delphi, Visteon could experience a
substantial dismantling of its domestic operations with little or
no recoveries projected for unsecured debt holders.  Original
equipment manufacturers are likely to quickly re-source, re-direct
or repossess equipment and contracts necessary to ensure a
continued supply of parts in the event that a financial
restructuring is not smoothly accomplished.  Given the condition
of the industry, the lack of external capital, and the lack of
viability of a large portion of Visteon's domestic business, there
is a higher than average likelihood of a more disruptive
bankruptcy process.

Although Ford may be forced to commit financing to ensure
continued production at key Visteon operations -- through the
repurchase of various assets, assisted sales, etc. -- Fitch
expects any support to be targeted and insufficient to finance a
broader restructuring.  Although the federal government task force
appears to be looking at various forms of financial assistance to
the auto supply base, Fitch does not expect any direct form of
financial assistance to Visteon that would substantially defer
Visteon's expected financial restructuring.
Fitch expects that the ABL holders will achieve full recovery
(RR1) based on collateral coverage.

Availability under the facility has been reduced in line with
declining collateral values (receivables, inventories and certain
domestic PP&E) thereby providing protection to outstanding loans.
Secured term loan holders are expected to recover only 30%-50% of
face values as the lack of financial covenants provided little
protection for lenders during the recent past as Visteon and the
industry experienced deep financial stress, a steep decline in
operating performance, and a drop in asset values. A large portion
of recovery values is expected to arise from overseas joint-
venture holdings, although these values have also declined in line
with the global automotive production downturn. Recovery values
are also expected to be impacted by other non-debt, on and off-
balance sheet claimants such as the PBGC and the UAW.

Fitch rates Visteon:

Visteon

   -- ABL facility assigned 'B-/RR1';

   -- Senior secured term loan downgraded to 'C/RR4' from
      'CC/RR4';

   -- Senior unsecured notes affirmed at 'C/RR6'.


WHIRLPOOL CORP: S&P Assigns 'BB+' Subordinated Debt Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BBB-' senior unsecured debt rating to Whirlpool
Corp.'s well-known seasoned issuer shelf registration for debt
securities filed on Feb. 19, 2009 in accordance with Rule 415 of
the SEC.  At the same time, S&P assigned its preliminary 'BB+'
subordinated debt rating to Whirlpool for securities filed under
the same shelf registration.

The ratings on Whirlpool reflect its strong brand recognition,
global leadership position in the mature and concentrated major
appliance industry, and geographic diversity.  S&P believes
exposure to deteriorating economic conditions in key markets will
likely hamper the company's operating performance, resulting in
weakened credit measures over the near term.

                           Ratings List

                          Whirlpool Corp.

          Corp. credit rating             BBB-/Stable/A-3

                         Ratings Assigned

          Senior unsecured debt rating (prelim)     BBB-
          Subordinated debt rating (prelim)         BB+


WHOLE FOODS: Federal Trade Settlement Won't Affect Moody's Rtngs.
-----------------------------------------------------------------
Moody's Investors Service said the announcement by Whole Foods
Market, Inc., that it has reached a settlement agreement resolving
the Federal Trade Commission antitrust challenge to Whole Food's
August 2007 acquisition of Wild Oats Markets, Inc has no immediate
impact on Whole Foods' Ba3 Corporate Family Rating or the negative
outlook.

Moody's last rating action on Whole Foods was on March 4, 2009,
when the company's Corporate Family Rating was confirmed at Ba3
with a negative rating outlook.

Whole Food Markets, Inc. is the world's largest natural and
organic food retailer.  The company currently generates annual
revenue of about $8 billion.


WOOD STRUCTURES: Files for Chapter 11 in Portland, Maine
--------------------------------------------------------
Wood Structures Inc. has filed for Chapter 11 protection before
the U.S. Bankruptcy Court for the District of Maine (Portland).

Wood Structures filed after the secured lender, Orix Financial
Corp., declared the Company in default under a $28.9 million
secured debt, Bloomberg's Bill Rochelle reported.  According to
the report, the company filed a motion seeking authorization to
use the cash representing collateral for Orix's loan.


Wood Structures recorded a loss of $5.7 million on sales of $79.7
million in 2008.

In its bankruptcy petition, the company estimated assets of less
than $10 million and debt exceeding $10 million.

The Biddeford, Maine-based Wood Structures Inc. is a manufacturer
of trusses and other wood products for residential and commercial
construction.


YANKEE CANDLE: Jan. 3 Balance Sheet Upside-Down by $2.82 Million
----------------------------------------------------------------
Yankee Holding Corp. and subsidiaries had $1.372 billion in total
assets, and $1.375 billion in total liabilities, resulting in
$2.82 million in stockholders' deficit as of January 3, 2009.

Yankee Holding and The Yankee Candle Company, Inc. last week
announced financial results for the fourth quarter and full year
ended January 3, 2009.  Total revenue for the fourth quarter was
$264.3 million, a 7.2% decrease from the prior year fourth
quarter.  The fourth quarter of fiscal 2008 consisted of 14 weeks
as compared to 13 weeks for the fourth quarter of fiscal year
2007.  Comparing similar 13 week periods, total revenue decreased
by 11.9%.

The Company said the decrease in revenue was a result of the
deteriorating economic environment, a decrease in sales in Home
Specialty Channel within its Domestic Wholesale business, driven
by the bankruptcy of Linens-N-Things and to a lesser extent a
decrease in Retail comparable store sales of 9.4%.

The Company completed its annual impairment testing of goodwill
and indefinite-lived intangible assets as of November 1, 2008.
Based on the analysis, the Company determined that the carrying
value of each of its four reporting units exceeded their fair
value.  This was primarily caused by a decline in the Company's
estimated future discounted cash flows for each reporting unit
driven by the current adverse economic market conditions.  As a
result of this analysis, the Company recorded an impairment charge
of $462.6 million which included $375.2 million for goodwill and
$87.4 million for tradenames during the fourth quarter ended
January 3, 2009.  The impairment does not have any impact on the
Company's liquidity, covenant compliance, or borrowing capacity.

The Company incurred a net loss of $398.9 million for the fourth
quarter of 2008 compared with net income of $38.7 million in the
fourth quarter of 2007.  Excluding the goodwill and tradename
asset impairment, and expenses and purchase accounting adjustments
related to its 2007 merger, fourth quarter 2008 net income was
$32.0 million compared to $40.5 million for the prior year
quarter.

During the fourth quarter of 2008, the Company incurred negative
EBITDA of $376.9 million compared to positive EBITDA of $103.7
million generated for the prior year quarter. Adjusted EBITDA for
the quarter was $99.2 million, or 37.5% of sales, compared to
$103.6 million, or 36.4% of sales, for the prior year quarter, a
decrease of 4.2%.

                     Fiscal Year 2008 Results

Total revenue for the 2008 fiscal year was $713.7 million, a 3.1%
decrease from the 2007 fiscal year.  The 2008 fiscal year
consisted of 53 weeks as compared to 52 weeks for the fiscal year
2007.  Comparing similar 52 week periods, total sales decreased by
5.0%.

Retail sales were $410.3 million for the year ended January 3,
2009, a $2.6 million or 0.6% increase from the year ended December
29, 2007.

For the year ended January 3, 2009, the Company incurred a net
loss of $409.3 million compared with net income of $2.7 million
for the year ended December 29, 2007.  Net income prior to the
impact of the goodwill and tradename asset impairment, and
expenses and purchase accounting adjustments related to the Merger
was $28.5 million for the year ended January 3, 2009, compared to
net income of $48.8 million for the year ended December 29, 2007.

For the year ended January 3, 2009, the Company incurred negative
EBITDA of $293.7 million compared to positive EBITDA of $139.4
million for the year ended December 29, 2007.  The decrease in
EBITDA was driven primarily by the goodwill and tradename
impairment and restructuring charge in 2008 while transaction
related expenses and purchase accounting adjustments associated
with the Merger negatively impacted prior year results.

For the year ended January 3, 2009, Adjusted EBITDA was $184.6
million or 25.9% of sales compared to $197.0 million or 26.7% of
sales for the year ended December 29, 2007, a decrease of 6.3%.

Craig Rydin, Chairman and Chief Executive Officer, commented,
"Given the unprecedented macroeconomic environment, which impacted
consumer purchasing behavior during the important fourth quarter,
our teams worked very hard to mitigate the challenges we and other
consumer facing companies were faced with. We proactively focused
on productivity initiatives and a reduction in our expenses and
cost structure, while we concurrently focused our efforts on
optimizing profitable revenue. While these economic and consumer
spending headwinds ultimately caused us to fall short of our
internal revenue projections, we believe our efforts enabled us to
nonetheless achieve relatively strong performance in this
challenging environment, particularly with respect to adjusted
EBITDA, cashflow and debt reduction."

                        About Yankee Candle

Based in South Deerfield, Massachusetts, The Yankee Candle
Company, Inc. designs, manufactures, and is a wholesaler and
retailer of premium scented candles.  Yankee has a 39-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts.  The Company sells its products
through a North American wholesale customer network of 19,689
store locations, a growing base of Company owned and operated
retail stores (491 located in 43 states as of January 3, 2009
including 28 Illuminations stores), direct mail catalogs, its
Internet Web sites -- http://www.yankeecandle.com,
http://www.illuminations.comand http://www.aromanaturals.com
Outside of North America, the Company sells its products primarily
through its subsidiary, Yankee Candle Company (Europe), Ltd.,
which has an international wholesale customer network of 2,994
store locations and distributors covering approximately 23
countries.

Yankee Holding Corp. is a holding company formed in connection
with the Company's Merger with an affiliate of Madison Dearborn
Partners, LLC on February 6, 2007, and is now the parent company
of The Yankee Candle Company, Inc.


YELLOWSTONE CLUB: Court Defers Plan Process Until April 1
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana has
postponed to April 1 the hearing in connection with Yellowstone
Mountain Club LLC's Chapter 11 plan.

The Bankruptcy Court was expected to consider approval of the
disclosure statement to the Chapter 11 plan on March 4, but
unfolding events required the Court to alter the schedule,
Bloomberg's Bill Rochelle said.

The Plan contemplated the sale of Yellowstone's project to
private-equity investor CrossHarbor Capital Partners LLC or
whoever made the highest offer at auction.  According to
Mr. Rochelle, before the hearing, Credit Suisse Group AG, as agent
for existing secured lenders owed $307 million, filed a motion
asking the Court to determine the amount and validity of its
claim.  Credit Suisse says the disclosure statement can't be
approved until the Court has determined how much of the claim is
valid.

The Court, Mr. Rochelle says, scheduled an April 1 hearing to fix
the amount of the secured Credit Suisse claim.  Credit Suisse also
said in a court filing that the proposed plan isn't confirmable
because it assumes the claim is invalid.

The official committee of unsecured creditors of Yellowstone filed
a lawsuit on March 3 aimed at invaliding the Credit Suisse claim
while recovering $146 million Yellowstone paid on what was
originally $375 million in loans, Mr. Rochelle says.  The
complaint cites the loan agreement as saying $352 million of the
loan, made in September 2005, wouldn't be used for Yellowstone
itself.  The complaint contends Credit Suisse knew the loan would
be used for the personal benefit of the owners, Timothy Blixseth
and his wife Edra Blixseth, or companies they controlled.

Yellowstone has lost its exclusive rights to file a plan.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


YOUNG BROADCASTING: Gets Final Approval to Use Cash Collateral
--------------------------------------------------------------
Young Broadcasting Inc., obtained final approval from the U.S.
Bankruptcy Court for the Southern District of New York to use cash
representing collateral for secured lenders' claims, Bloomberg's
Bill Rochelle said.

According to Bloomberg, the company said that its $21.4 million
cash would be sufficient to support operations without a need for
outside financing.

Pursuant to a fourth amended and restated credit agreement dated
May 3, 2005, Young Broadcasting owes Wachovia Bank, National
Association, $338.1 million in loans, secured by substantially all
of the Debtor's assets.  The Debtor also owes $484 million on
subordinated notes.

As adequate protection, Young Broadcasting said it will grant
Wachovia (i) additional replacement security interests and liens
in the prepetition collateral, (ii) allowed superpriority
administrative expense claim, and reimbursement of its
professional fees, among other things.

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case No.:
09-10645).  Jo Christine Reed, Esq. at Sonnenschein Nath &
Rosenthal LLP represents the Debtors in their restructuring
efforts.  The Debtors proposed UBS Securities LLC as consultant;
Ernst & Young LLP as sccountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* Hearing on BAPCPA's 7-Month Lease Rule Set for March 11
---------------------------------------------------------
Bloomberg's Bill Rochelle reports that a congressional hearing on
whether to modify or eliminate the requirement for assuming or
rejecting real-estate leases within 210 days of a Chapter 11
filing was rescheduled to March 11 from March 3.

In April 2005, Congress revised the Bankruptcy Code to counter
abuses in the bankruptcy system.  The Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 shortened debtors' time to
decide on whether to assume or reject leases to a mere seven
months, disallowed periodic extensions of the debtors' exclusive
periods to file a plan of reorganization, and limited bonuses to
managers through the key employee retention programs.

"BAPCPA's numerous creditor-friendly amendments and modifications
have profoundly impacted the Chapter 11 process, to the point that
it is nearly impossible for retailers to reorganize, regardless of
the prevailing national and international economic conditions,"
said Lawrence C. Gottlieb, Michael Klein, Ronald R. Sussman, in an
article titled BAPCPA's Effects on Retail Chapter 11s Are
Profound.

The article notes that BACPCA amended Section 365(d)(4) to require
debtors to assume or reject their real property leases within 120
says of filing, subject to an additional 90-day court-approved
extension.  Extensions beyond this initial 210-day period cannot
be granted without the consent of the landlord, regardless of the
size of the retailer.

According to Bankruptcy Creditors Service, Inc., many retailers
filed for bankruptcy with a prospect for reorganizing, but ended
up closing their stores and liquidating inventory.  Retailers
covered by BCSI that were unable to keep their business or sell
their business as a going concern include Circuit City Stores,
Inc., Linens 'n Things, Inc., Mervyn's LLC, Sharper Image and
Levitz.

The mere 210-day period to decide on the leases, among other
changes, provided by the BAPCPA is viewed in some quarters as
causing retailers to begin liquidating unnecessarily within three
months into Chapter 11, Bloomberg's Bill Rochelle said.

Bob Duffy, senior managing director at FTI, said in an article
posted at www.turnaround.org, that BAPCPA critics contend that the
shortened timetable have had a chilling effect on lenders'
willingness to commit normal debtor-in-possession financing to a
debtor.  By accelerating the timetable to reject store leases,
BAPCPA has unwittingly put at risk the value of a retail debtor's
two largest sources of collateral: inventory and store leases that
can be assigned.

Alan D. Smith, Esq., at Perkins Coie LLP, in an article posted at
The Journal Corporate Renewal, said that while the 210-day period
may be long enough to determine which leases are under market and
thus more valuable for assignment/sale purposes, it often is not
nearly enough time to determine whether a debtor will survive in
its current form, whether it must reduce its operations in certain
geographic or other markets and, most significantly, which
locations will be most attractive to potential purchasers of the
business.

Robert L. Eisenbach III, Esq., at Cooley Godward Kronish LLP, said
that in the past, retailers usually evaluated sales at stores for
at least one holiday shopping season, and sometimes two, before
deciding whether to retain the store.  Now a retailer has only
seven months to make that decision.  Pre-BAPCPA, debtors initially
had only 60 days to decide on leases, but they were allowed to
seek extensions without any statutory limitation.

Mr. Smith added prior to the BAPCPA, many retail and other debtors
also raised significant amounts of money by selling "lease
designation rights" to one of a handful of real estate groups that
specialized in that arena.  In such a sale, a debtor obtained cash
and relief from post-petition rent obligations immediately because
the designation rights buyer assumed the obligation to pay all
regularly recurring occupancy costs.  "BAPCPA effectively killed
that market," Mr. Smith said.  He noted that even if a debtor
could easily identify surplus locations, the Section 365(d)(4)
does not provide enough time to produce a meaningful return on
most real estate portfolio.


* Junk Default Rate Rises to 5.2% in February, Says Moody's
-----------------------------------------------------------
Moody's Investors Service said March 5 that the global junk bond
default rate rose to 5.2% in February from 4.8% in January.

Measured by dollar amount, the default rate in February was
6.7%.  Thirteen of the 17 defaulters were in the U.S.
Moody's predicts that the junk default rate will top out at
15.3% in the fourth quarter.

Reuters said that pushing defaults higher were several major
bankruptcies as a global credit crisis and recession took a toll.
According to the report, among defaulters were Aleris
International, BearingPoint Inc , Muzak LLC, Pliant Corp
and Spectrum Brands , all of which filed for bankruptcy
protection.

"The high level of uncertainty surrounding the potential length
and severity of the current global economic downturn implies
similarly high uncertainty for model-based forecasts of default
rates," Kenneth Emery, Moody's director of corporate default
research, said in a statement.


* Moody's Comments on Deep Discount Substitution Amendments
-----------------------------------------------------------
In response to inquiries from the managers of collateralized loan
obligation transactions seeking to amend their indentures to
permit deep discount obligation substitutions, Moody's Investors
Service confirmed that certain types of DDO substitution proposals
may not have a negative impact on the ratings of the associated
CLOs.

The term "deep discount obligation" refers to assets that are
purchased by a CLO at a price significantly below par.  DDOs are
generally defined in CLO indentures as (1) loans purchased below
80% of par, regardless of their ratings, or (2) loans purchased
below 85% of par if rated below B3.  Typical provisions in CLOs
effectively limit DDO purchases by requiring the CLO to account
for DDOs at their purchase price for the purpose of calculating
over collateralization ratios.  Whether an obligation is a DDO is
considered on an asset-by-asset basis, and not by averaging the
prices of several assets purchased at the same date.  These
provisions are intended to mitigate potential adverse selection
and to facilitate the proper operation of the over
collateralization and cash diversion mechanisms in the CLOs.
However, the current dislocation in the loan market has created a
situation in which a loan price of 80% to 85% no longer signals a
deep discount relative to the average market price.

CLO indentures sometimes restrict the ability of managers to
substitute one DDO for another.  However, in its June 24, 2004
publication, CDO Rating Factors vol. 1 no. 5 entitled "Haircuts
for Excess Caa Assets and Deep Discount Obligations," Moody's
describes certain price, rating and concentration limits which it
believes are likely to be sufficient to ordinarily protect a
transaction from significant potential increases in credit risk
due to sales or substitutions of DDOs.  The primary drivers for
this conclusion are:

* The primary incentive for effecting a DDO substitution is to
  maintain or improve the portfolio credit quality by selling an
  asset that the collateral manager believes is deteriorating and
  may default, and replacing it with another asset that the
  manager believes will perform better.

* The main credit risks to DDO substitution are:

* The manager may unintentionally purchase a new asset that
  ultimately performs worse than the existing asset.

* The manager may intentionally use DDO substitution to
  artificially build par in the CLO through adverse selection and
  allow excess spread to be released to the equity, thereby
  circumventing the structural mechanisms intended to divert cash
  flows to senior notes upon par deterioration.

* By purchasing a single asset at a price at or above that of the
  existing asset and at a rating at or above that of the existing
  asset, the risk that the new asset will have credit performance
  that is worse than the existing asset is mitigated, especially
when combined with the more overarching incentive to maintain
or improve the portfolio as described above.  While the new
asset may ultimately perform worse than the substituted asset,
there should be no clear indication to the collateral manager
at the time of the substitution that this will be the case.

* By limiting the amount of substitutions and by limiting
  substitutions to single-asset-for-single-asset substitutions at
  the same or higher price, the risk of potential adverse
  selection to artificially inflate the overcollateralization
  ratio is also mitigated.

Moody's anticipates that most amendments that are in line with the
DDO substitution provisions in its June 2004 publication should
not, in and of themselves, result in downgrades or withdrawals of
its ratings at the time of such amendments.  However, the credit
implications of each amendment will be considered on an individual
basis.  In addition, Moody's may consider, on a case-by-case
basis, other CLO amendments to allow for DDO substitutions that do
not conform to some or all of the conditions discussed in its June
2004 publication.  Each amendment will be assessed as to whether
or not Moody's expects it to have a negative ratings impact.

Many CLO documents (to which Moody's is never a party) specify
that, in order to amend the documents, the issuer must obtain an
opinion from the rating agencies that the proposed amendment would
not in and of itself result in the related ratings being
downgraded or withdrawn at the time of the amendment.  This type
of provision is typically referred to in the CLO indenture as a
"rating agency confirmation," or "RAC".  Moody's is never
obligated to provide a RAC and the decision whether or not to
issue a RAC lies entirely within Moody's sole discretion.

Before providing a RAC for a proposed DDO substitution amendment,
the proposal will be reviewed by a Moody's credit committee which
will consider, among other things, the performance of the specific
CLO and collateral manager and the specifics of the proposed
amendment and the particular structure of the CLO.  A RAC is
purely an opinion as of the point in time at which the RAC is
provided, that the proposed amendment in isolation does not
introduce sufficient additional credit risk so as to negatively
impact the related ratings.  In other words, it does not consider
the impact of other factors on the ratings, such as collateral
deterioration.  Also, the RAC does not address any other, non-
credit related impact that the amendment might have.  Moody's
further emphasizes that a RAC is not a substitute for noteholder
consent or for independent analyses by noteholders of the impact
on them of any proposed amendment.


* Greenhill Forms Financing Advisory & Restructuring Group
----------------------------------------------------------
Greenhill & Co., Inc., announced a significant expansion of its
capability to advise clients globally on a wide variety of
financing matters, including debt restructurings, by adding senior
bankers in New York and London.  Signifying the broad scope of
financing advice needed by clients in the current economic
environment, the Firm is establishing a Financing Advisory &
Restructuring Group, which will incorporate the Firm's historic
restructuring advisory activities as well as these additional
recruits.

"The continued market turmoil is increasingly causing companies to
seek independent advice on financing matters. This can range from
advice on potential financing and refinancing opportunities to
advice on major restructurings, including in bankruptcy. These
senior additions, combined with the resources we already have
committed to this area and further additions we expect to make,
position us to be a major player in what is sure to be a wave of
complex refinancings and restructurings that will last for years
to come," said Robert F. Greenhill, Chairman.

"While we made a large number of senior additions to the Firm in
2008, the flow of talented bankers looking to move to Greenhill
has further accelerated since year end. It is increasingly
apparent that our simple, transparent, client focused business
model is the platform of choice for top tier investment bankers
who want to focus on advising their clients. We intend to continue
to use this period of turmoil at our major competitors to extend
our advisory capability to new industry sectors, new geographies
and, in this case, advice on new types of situations," said Scott
L. Bok and Simon A. Borrows, Co-Chief Executive Officers.

Including these additions, the Firm's total Managing Directors
count stands at 51, up 46% since the beginning of 2008.

Ken Goldsbrough has 29 years of banking and investment banking
experience. Most recently, he spent four years at GE Capital,
where he led a team providing debt and equity to European telecom,
media and technology companies. Prior to his time at GE he spent
16 years at Banque Paribas and previously worked at Dresdner
Kleinwort Benson and Standard Chartered.

"One of the unique features of Greenhill has been our global reach
and diversity of revenue across geographies. We are focused on
building out a significant European capability in financing
advisory and restructuring alongside our North American
capability," said Mr. Borrows.

Andrew Kramer has 16 years experience working with companies and
related parties in distressed situations across a wide range of
industries, culminating in his becoming Head of Restructuring for
the Americas at UBS. He also worked previously at Credit Suisse.
In addition to his experience in restructurings, he has
significant experience in leveraged finance, equity and M&A.

"Andy's leveraged finance and equity experience, as well as his
restructuring expertise, will add an important dimension to our
advisory capabilities," said Mr. Bok.

Greenhill & Co., Inc. is an independent investment bank that
provides financial advice on significant mergers, acquisitions,
restructurings and other financial matters; assists private funds
in raising capital from investors; and manages merchant banking
funds. It acts for clients located throughout the world from its
offices in New York, London, Frankfurt, Toronto, Tokyo, Chicago,
Dallas and San Francisco.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                            Total
                                           Share-     Total
                                  Total   Holders   Working
                                 Assets    Equity   Capital
Company               Ticker      ($MM)     ($MM)     ($MM)
-------               ------     ------    ------    ------
ABSOLUTE SOFTWRE      ABT CN        107        (7)       24
ARBITRON INC          ARB US        200       (14)      (39)
AUTOZONE INC          AZO US      5,235      (187)      112
BLOUNT INTL           BLT US        500       (44)      128
BOEING CO             BA US      53,779    (1,294)   (4,961)
BOEING CO             BAB BB     53,779    (1,294)   (4,961)
CABLEVISION SYS       CVC US      9,383    (5,354)     (438)
CENTENNIAL COMM       CYCL US     1,432    (1,021)      101
CHENIERE ENERGY       CQP US      1,979      (352)      139
CHENIERE ENERGY       LNG US      2,922      (354)      510
CHOICE HOTELS         CHH US        328      (138)      (15)
CLOROX CO             CLX US      4,398      (403)     (389)
COCA-COLA ENTER       CCE US     15,589       (31)     (491)
CV THERAPEUTICS       CVTX US       364      (222)      246
DELTEK INC            PROJ US       193       (54)       35
DISH NETWORK-A        DISH US     6,460    (1,949)     (882)
DOMINO'S PIZZA        DPZ US        464    (1,425)      105
DUN & BRADSTREET      DNB US      1,586      (851)     (213)
EMBARQ CORP           EQ US       8,371      (608)       (6)
ENERGY SAV INCOM      SIF-U CN      552      (423)     (162)
EXELIXIS INC          EXEL US       255       (23)       (1)
EXTENDICARE REAL      EXE-U CN    1,806       (30)       95
FERRELLGAS-LP         FGP US      1,510       (12)     (114)
GARTNER INC           IT US       1,093       (21)     (238)
HEALTHSOUTH CORP      HLS US      1,998      (700)      (64)
IMAX CORP             IMX CN        238       (91)       41
IMAX CORP             IMAX US       238       (91)       41
IMS HEALTH INC        RX US       2,087      (153)      231
INDEVUS PHARMACE      IDEV US       256      (136)        8
INTERMUNE INC         ITMN US       172      (125)      114
ION MEDIA NETWOR      IION US     1,137    (1,621)       96
LINEAR TECH CORP      LLTC US     1,494      (310)      992
MEAD JOHNSON-A        MJN US      1,372    (1,346)   (1,870)
MEDIACOM COMM-A       MCCC US     3,719      (347)     (274)
MOODY'S CORP          MCO US      1,773      (994)     (584)
NATIONAL CINEMED      NCMI US       569      (476)       86
NAVISTAR INTL         NAV US     10,390    (1,495)    1,660
NPS PHARM INC         NPSP US       202      (208)       90
OCH-ZIFF CAPIT-A      OZM US      2,224      (173)      N.A.
OSIRIS THERAPEUT      OSIR US       137        (5)       71
OVERSTOCK.COM         OSTK US       172        (3)       40
PALM INC              PALM US       661      (151)      (40)
QWEST COMMUNICAT      Q US       20,182    (1,449)     (883)
REGAL ENTERTAI-A      RGC US      2,600      (242)      (93)
RENAISSANCE LEA       RLRN US        57        (5)      (15)
SALLY BEAUTY HOL      SBH US      1,489      (720)      365
SONIC CORP            SONC US       818       (55)       (9)
SUCCESSFACTORS I      SFSF US       170        (5)        3
TAUBMAN CENTERS       TCO US      3,072      (163)      N.A.
THERAVANCE            THRX US       236      (135)      166
UAL CORP              UAUA US    19,461    (2,465)   (2,420)
UNITED RENTALS        URI US      4,191       (29)      276
VERIFONE HOLDING      PAY US        840       (38)      308
VERIFONE HOLDING      VF2 GR        840       (38)      308
VERIFONE HOLDING      PAY IT        840       (38)      308
WEIGHT WATCHERS       WTW US      1,107      (888)     (270)
WESTERN UNION         WU US       5,578        (8)      528
WR GRACE & CO         GRA US      3,876      (354)      965
YUM! BRANDS INC       YUM US      6,527      (108)     (771)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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