TCR_Public/090306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, March 6, 2009, Vol. 13, No. 64

                            Headlines


ALCATEL LUCENT: S&P Downgrades Corporate Credit Rating to 'B+'
ALERIS INT'L: Gets Extension for Lease Decisions from Landlords
ALERIS INTL: Court OKs Settlement of $1.07MM Seven Gateway Claim
ALLENTOWN AREA: S&P Revises Outlook on 'BB-' Rating to Negative
ALOHA AIRLINES: December Auction for Trade Name Declared Invalid

AMAZON.COM INC: Moody's Raises Ratings on Senior Notes from 'Ba2'
AMERICAN CAPITAL: Moody's Cuts Rating Five Notches into Junk
AMERICAN INT'L: Feds Admit to "Moral Hazard" Risks from Bailout
AUTUMN CANYON: Voluntary Chapter 11 Case Summary
ANTOINETTE CHERIE: Voluntary Chapter 11 Case Summary

ARENA GARDEN: Voluntary Chapter 11 Case Summary
AUSAM ENERGY: Case Converted to Chapter 7 Liquidation
BEARINGPOINT INC: Taps Davis Polk for Advice on Asset Sales
BEARINGPOINT INC: Taps Skadden Arps as Government Litigation Attys
BEARINGPOINT INC: Wants Baker Botts as Special Corporate Counsel

BEAUFORT FUN: Voluntary Chapter 11 Case Summary
BELO CORP: Moody's Downgrades Corporate Family Rating to 'Ba3'
BELTWAY 8: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: To Appear in Court in Possible Lawyer Conflict
BETHANY HOLDINGS: Case Summary & 14 Largest Unsecured Creditors

BETTER BEDDING: Voluntary Chapter 11 Case Summary
BIENVENIDO GARCIA: Voluntary Chapter 11 Case Summary
BLOCKBUSTER INC: Fitch Keeps Rating, Expects August Maturity
BLOCKBUSTER INC: S&P Puts 'B-' Rating on Watch After K&E Hiring
BRANFORD 5: Voluntary Chapter 11 Case Summary

BRIGGS AND STRATTON: Moody's Cuts Corp. Family Rating to 'Ba3'
BRODER BROS: Taps Kirkland to Mull Options; Cut to 'C' by Moody's
CHAD WOLFORD: Files for Chapter 7 Bankruptcy
CHANDLER TRANSPORTATION: Voluntary Chapter 11 Case Summary
CHANGING WORLD: Files for Chapter 11 on Financing Woes

CHANGING WORLD: Voluntary Chapter 11 Case Summary
CHAS SANFORD: Voluntary Chapter 11 Case Summary
CHECKER MOTORS: Court Denies Plea to Ditch Labor Agreement
CHENG HENG: Court Grants U.S. Trustee Motion to Dismiss Case
CHEVY CHASE: Fitch Upgrades Issuer Default Rating from 'BB+'

CHILDREN'S VILLAGE: Moody's Downgrades Bond Rating to 'Ba1'
CHRYSLER LLC: Asked To Repay $5.5M in Bonds to Indiana County
CHRYSLER LLC: Next Bailout May Include Forced Payment to Tipton
CIRCUIT CITY: Receives July 8 Extension to File Plan
CLARKS FERRY: Files for Chapter 11 in Manhattan

CLARKS FERRY: Voluntary Chapter 11 Case Summary
CONTECH LLC: Court Approves March 27 Auction for SPG Assets
CONTECH LLC: Files Schedules of Assets and Liabilities
CSB SCHOOL OF BROADCASTING: Halts Biz; To File for Bankruptcy
DAVID DORRIS: Voluntary Chapter 11 Case Summary

DECRANE AEROSPACE: Moody's Reviews Caa1 Rating for Possible Cuts
DELPHI CORP: Wants Plan Filing Deadline Moved to May 31
DELTA PETROLEUM: Possible Default Cues S&P's Rating Cut to 'CCC'
DEUCE MCALLISTER: Files Chapter 11 Petition for Car Dealership
CHANDLER TRANSPORTATION: Voluntary Chapter 11 Case Summary

EGG BANKING: Moody's Corrects Rating on GBP250 Mil. Notes
ENDURANCE GROUP: Involuntary Chapter 11 Case Summary
EXTRA ROOM: Files for Chapter 11 Bankruptcy Protection
FEATHERSTON HOMES: Voluntary Chapter 11 Case Summary
FERNANDEZ-GARZA FAMILY: Voluntary Chapter 11 Case Summary

FINANCIAL GUARANTY: S&P Corrects Rating on New Orleans Bonds to B
FITNESS HOLDINGS: Can Use Cash Collateral Until April 5
FITNESS HOLDINGS: Wants Store Closing Sales at 41 Locations
FORD MOTOR: S&P Downgrades Corporate Credit Rating to 'CC'
FONTAINEBLEAU LAS VEGAS: Moody's Downgrades Corp. Rating to Caa3

FORD MOTOR: Sr. Notes Offering Won't Affect Fitch's 'CCC' Rating
FRED LEIGHTON: Sues Former Martha Stewart Stockbroker for Salary
GENERAL GROWTH: T. D'Alesandro Resigns from Post
GENERAL GROWTH: Receives Mall Bids of Almost $400 Million
FRONTIER AIRLINES: Republic Airways Offers $40-Mil. in DIP Loan

GENERAL MOTORS: Deloitte Raises Going Concern Doubt
GETRAG TRANSMISSION: Has Obligations to Tipton, Says Chrysler
GETRAG TRANSMISSION: Tipton Will Ask Court for Return of Bonds
G.I. JOE'S: Seeks BMC Group as Claims and Noticing Agent
G.I. JOE'S: Want to Access $51 Million Wells Fargo DIP Facility

G.I. JOE'S: Want More Time to File Schedules and Statements
GTS PROPERTY: Files for Chapter 11 in Los Angeles
HARRAH'S ENTERTAINMENT: Cut by Moody's to Caa3 on Default Risk
HAZARD EXPRESS: Voluntary Chapter 11 Case Summary
HOPE DOYLES-MARTIN: Voluntary Chapter 11 Case Summary

HEDRICK ENT: Voluntary Chapter 11 Case Summary
HORIZON ENTERPRISES: Voluntary Chapter 11 Case Summary
HSN INC: Moody's Downgrades Corporate Family Rating to 'Ba2'
HYMAN COMPANIES: Voluntary Chapter 11 Case Summary
INGLES MARKETS: S&P Gives Negative Outlook; Affirms 'BB-' Rating

INTEGRA HOSPITAL: Sells 2 Rehab Hospitals to Rockwall for $6.78MM
INTERSTATE BAKERIES: To Move HQ from Kansas City to Dallas
JOHN ADAMS: Voluntary Chapter 11 Case Summary
LAKE HOUSTON: Voluntary Chapter 11 Case Summary
LAMBERTSON TRUEX: Files for Chapter 11 Bankruptcy Protection

LINX GROUP: Voluntary Chapter 11 Case Summary
LUMINENT MORTGAGE: Working on New Version of Plan
LYONDELL CHEMICAL: Judge Says BASF Can't Pull Out of Buyout
LYONDELLBASELL: Equistar to Lay Off 229 Workers Starting April 30
MAGNA ENTERTAINMENT: Files for Chapter 11; MID Extends $60MM Loan

MAGNA ENTERTAINMENT: Cuts Deal to Sell Assets to MID for $195-Mil.
MAGNA ENTERTAINMENT: To Give Up Key Assets to Shareholder-Lender
MAGNA ENTERTAINMENT: Case Summary & 50 Largest Unsec. Creditors
MCLATCHY CO: May Not Recover $5.3 Million Owed by Sold Newspapers
MGM MIRAGE: Could Violate Debt Covenants This Year

MODTECH HOLDINGS: March 31 Deadline Set for Proofs of Claim
MODTECH HOLDINGS: Can Hire Winthrop Couchot as Insolvency Counsel
MONACO COACH: To Reorganize Under Chapter 11 in Wilmington
MONACO COACH: Case Summary & 20 Largest Unsecured Creditors
MORTGAGES LTD: Could Lose License to Issue, Service Loans

NEW LIFE: Voluntary Chapter 11 Case Summary
NIGHTINGALE FINANCE: S&P Retains Negative Watch on 'CCC-' Rating
OMEGA HEALTHCARE: Moody's Affirms Senior Debt Rating to 'Ba3'
OSCAR SALINAS: Voluntary Chapter 11 Case Summary
PALM INC: S&P Cuts Rating to 'CCC' on Declines in Cash, Revenues

PAUL CHRISTOPHER: Voluntary Chapter 11 Case Summary
PETROL AD: Moody's Downgrades Corporate Family Rating to 'Caa3'
PMA CAPITAL: Moody's Affirms Senior Debt Rating at 'Ba3'
PRIDE INTERNATIONAL: S&P Ups BB+ by One Notch After 2008 Results
PROMISE HOUSE: Voluntary Chapter 11 Case Summary

PSYCHIATRIC SOLUTION: S&P Assigns 'BB-' Rating on Credit Facility
RENAISSANCE HOSPITAL: Seeks to Borrow Money, Hearing on March 23
RENEWABLE ENVIRONMENTAL: Case Summary & 20 Unsecured Creditors
RIPLEY CENTRAL SCHOOL:  Moody's Keeps Rating on District Bonds
ROBBINS BROS: Files Chapter 11 With Asset Purchase Agreements

ROBBINS BROS: Case Summary & 30 Largest Unsecured Creditors
RUFE CHEVROLET: Voluntary Chapter 11 Case Summary
SAUL REAL: Moody's Withdraws 'Ba3' Rating for Business Reasons
SHILOH INDUSTRIES: Moody's Reviews 'B1' Corporate Family Rating
SLS INTERNATIONAL: Voluntary Chapter 11 Case Summary

SMURFIT-STONE: Gets Final OK to Use Lenders' Cash Collateral
SMURFIT-STONE: Seeks to Hire Young Conaway as Bankruptcy Counsel
SMURFIT-STONE: Gets Permission to Employ Sidley Austin as Counsel
SMURFIT-STONE: Canada Court Extends CCAA Stay to April 30
SOVEREIGN PALMS: Case Summary & Nine Largest Unsecured Creditors

SPANSION INC: Seeks May 14 Extension of Schedules Filing Deadline
SPANSION INC: Laid Off Employees File WARN Class Action
SPECTRUM BRANDS: Receives Final Approval for $235-Mil. DIP Loan
STANDARD PACIFIC: Poor Housing Market Cues S&P's Junk Rating
STERLING MINING: Files Chapter 11 in Coeur D'Alene, Idaho

SYRACUSE UNIVERSITY: Moody's Affirms Rating with Stable Outlook
TARRAGON CORP: Trustee Balks at Lazard as Investment Banker
TENET HEALTHCARE: S&P Assigns 'BB-' Issue-Level Rating
TRONOX INC: Panel Gets Go-Signal to Retain Paul Weiss as Counsel
TRONOX INC: Court OKs Aegon & Newcastle's Equity Trading Protocol

TRONOX INC: Court to Hear PPG's Bid to Set Off Debt on April 7
TRONOX INC: Court Serves Summons to EPA, NJDEP re Cleanup Dispute
TRONOX INC: Cheever Partners Disclose 5.2% Equity Stake
TWEETER OPCO: Wells Fargo, Schultze Want Trustee to Drop Assets
TWEETER OPCO: Court Sets March 30 as General Claims Bar Date

TWEETER OPCO: Files Schedules of Assets and Liabilities
TWEETER OPCO: Asks Chapter 7 Trustee to Administer Health Plan
TWEETER OPCO: Faces SB Capital Suit for Breach of Consulting Pact
UBS AG: Moody's Downgrades Ratings on $10 Mil. Notes to 'Caa2'
US JUSTICE FOUNDATION: Files for Chapter 11 Bankruptcy

VERSACOLD INT'L: Moody's Revises Release, Rating Still Caa2
VISION PARK: Voluntary Chapter 11 Case Summary
W.R. GRACE: Recovery of Claims Under First Amended Joint Plan
W.R. GRACE: Liquidation Analysis, Projections Under Amended Plan
W.R. GRACE: Evaded Request For Information, EPA Witness Says

W.R. GRACE: Board of Directors Amends Company By-Laws
WHOLE FOODS: Moody's Confirms Corporate Family Rating at 'Ba3'

* More Than 8.3 Million U.S. Homes Have Negative Equity

* BOOK REVIEW: Megamergers - Corporate America's


                            *********


ALCATEL LUCENT: S&P Downgrades Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered to
'B+' from 'BB-' its long-term corporate credit ratings and senior
unsecured ratings on France-based telecom equipment and services
supplier Alcatel Lucent and its subsidiary Alcatel-Lucent USA Inc.
(formerly Lucent Technologies Inc.).  The 'B' short-term rating on
Alcatel Lucent has been affirmed.  The outlook is negative.

The ratings on Alcatel-Lucent USA's $1.0 billion trust preferred
securities were also lowered by one notch, to 'CCC+', which is
three notches below the corporate credit rating.

All ratings were removed from CreditWatch where they were placed
on Dec. 12, 2008, with negative implications.  The 'B-1' rating on
Alcatel Lucent USA Inc. was withdrawn.

The recovery ratings are unchanged: Alcatel Lucent's senior
unsecured debt has a '3' recovery rating, indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default, while Alcatel-Lucent USA Inc.'s convertible bonds
have a '4' recovery rating, indicating S&P's expectation of
average (30%-50%) recovery in the event of a payment default.

On Dec. 31, 2008, Alcatel Lucent had gross on-balance-sheet debt
of EUR5.7 billion, including the equity component of convertible
bonds.

"The downgrade primarily reflects our expectation that a decline
in demand for telecom equipment in 2009 should cause further
revenue falls and post-restructuring operating losses for Alcatel
Lucent in 2009," said Standard & Poor's credit analyst Patrice
Cochelin.  According to S&P's estimates, Alcatel Lucent's cash
losses, along with EUR1.0 billion in debt maturities for 2009, are
likely to at least match the EUR1.56 billion of proceeds that
Alcatel Lucent expects to receive from a sale, during second-
quarter 2009, of a 20.8% stake in defense group Thales S.A. (A-
/Stable/A-2).

For the year 2008 and in fourth-quarter 2008, the company reported
a 5% revenue decline, year on year, including a double-digit
decline in the core Carrier segment (68% of 2008 revenues).  The
operating margin for 2008 was 3%, slightly up from about 1 % in
2007 including about 6% in the seasonally strong fourth-quarter
2008, broadly flat with fourth-quarter 2007.  Free operating
cash flow after gross capital expenditures and backing out changes
in sold receivables was a somewhat lower cash burn of about
negative EUR647 million in 2008, compared with negative EUR765
million in 2007, according to S&P's calculations.  The bulk of the
year-on-year improvement was attributable to fourth-quarter 2008,
when FOCF was positive, at EUR204 million, compared with a
positive EUR104 million in fourth-quarter 2007.  Cash
restructuring of EUR172 million in fourth-quarter 2008 was EUR48
million lower than in fourth-quarter 2007.  As a consequence of
low profits and high restructuring costs, S&P believes that
Alcatel Lucent is likely to record another year of highly negative
free cash flow in 2009, given the deteriorating trading
conditions.

"The negative outlook primarily reflects our expectation that
Alcatel Lucent will maintain a high cash burn over 2009, and the
possibility of a further downgrade during 2009 if our expectations
for a recovery starting in late 2009 receded or if the
restructuring plan failed to limit operating margin pressures,"
said Mr. Cochelin.  Failure to sell the stake in Thales would
probably result in a downgrade, possibly by several notches.

On the other hand, demonstration that the company can limit its
cash burn while withstanding the current economic downturn would
support an outlook revision to stable.  Improved access to
consolidated cash balances by parent company and debt-issuing
entities could also help support rating stability.

                           *     *     *

According to Bloomberg's Bill Rochelle, the new S&P peg matches
the action taken in February by Moody's Investors Service.
Moody's last month said that the company has "not shown
material signs of a turnaround in the past year" while "cash
consumption continues at a high level."


ALERIS INT'L: Gets Extension for Lease Decisions from Landlords
---------------------------------------------------------------
Aleris International and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to extend,
pursuant to Section 365(d)(4)(B)(ii) of the Bankruptcy Code and as
consented by the landlords, the period during which the Debtors
may assume these five nonresidential real property leases:

Landlord                   Agreement              Cure Amount
--------                   ---------              -----------
Metropolitan Nashville     Signatory Lease            $19,680
Airport Authority          Agreement

Dallas-Ft. Worth Int'l.    Terminal E                  41,042
Airport Bd.                Preferential Lease
                            Agreement

Dallas-Ft. Worth Int'l.    Special Facility            11,452
Airport Bd.                Fueling System Lease

Dallas-Ft. Worth Int'l.    Airport Use Agreement      292,319
Airport Bd.

Oklahoma City              Signatory Airline           69,937
Airport Trust              Operating and Lease
                            Agreement

Section 365(d)(4)(B)(ii) of the Bankruptcy Code, permits the
Court to grant an additional extension beyond the maximum 90-day
extension of the statutory 120-day deadline to determine whether
to assume or reject the Leases "upon prior written consent of the
lessors."   Absent an Extension, the Leases will be deemed
rejected, Timothy E. Graulich, Esq., at Davis Polk & Wardwell, in
New York, tells the Court.

In this regard, Mr. Graulich notes, the Landlords will have
provided by the time of the hearing on the request on March 6,
2009, a written consent for the requested extension.  A list of
the Extended Deadline with respect to the Lease Assumptions will
be submitted to the Court at the Hearing.

According to Mr. Graulich, the Debtors have reviewed each of the
Leases, which process involved (i) reviewing the terms of the
Leases, (ii) assessing the market value of the Remaining
Unexpired Leases, (iii) evaluating the feasibility and cost of
moving certain of the Debtors' operations and the potential
impact of the relocation on the Debtors' businesses; (iv)
evaluating the potential economic impact of assumption or
rejection, and (v) evaluating the Leases in the context of the
ongoing development of the Debtors' fleet and overall business
plan.

Consequently, the Debtors have determined that the Premises are
necessary to their business operations and are essential to their
future business operations and restructuring efforts.  Moreover,
the immediate rejection of the Leases and turnover of the
underlying properties would be disruptive and costly, Mr.
Graulich relates.

Mr. Graulich adds that certain of the Leases may have realizable
value for the Debtors in the market.  Hence, to preserve and
maximize this potential market value, the Debtors expressly
reserve the right to sell and assign each Lease at a future date
pursuant to Sections 363 and 365(f) of the Bankruptcy Code, he
says.

Meanwhile, pursuant to the Debtors' Court-approved procedures for
the rejection of executory contracts and unexpired leases, the
Debtors notified parties-in-interest that they are rejecting
their Custom Service Agreement, as amended, with Sprint Solutions,
Inc. as of February 20, 2009.

                    About Aleris International

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

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

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


ALERIS INTL: Court OKs Settlement of $1.07MM Seven Gateway Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
he stipulation between Aleris International and Seven Gateway
Center, LLC, which provides that Seven Gateway will apply
Frontier's security deposit of $98,723 in partial satisfaction of
Seven Gateway's Claim No. 766 for $1,072,395.

The Security Deposit and the Seven Gateway Claim arose from a
lease agreement dated October 25, 2007, concerning the Seven
Gateway Center Aurora property in Colorado, under which the
Debtors leased an office space, for a term of seven years.  The
Debtors rejected the Prepetition Lease Agreement effective as
of May 15, 2008.

Accordingly, Claim No. 766 will be deemed reduced to, and allowed
as, an unsecured non-priority claim for $948,617.

Simultaneously with the Set-off, the parties have agreed to waive
and release each other of:

  -- any other known or unknown, contingent or liquidated claim
     or cause of action arising out of the Lease Rejection,
     including claims scheduled by the Debtors, but excluding
     claims arising out of the Stipulation; and

  -- any administrative expense claim that Seven Gateway may
     have against the Debtors pursuant to Section 502(b)(6) of
     the Bankruptcy Code.

If any claim is subsequently filed by one party against the other
on account of Lease, both parties agree that (i) the claim will
be void, (ii) the other party may object to the claim as
unenforceable; and (iii) the claimant will not contest any
objection or the Court's disallowance of the claim.

A certificate of no objection to the Stipulation was also filed
by the Debtors prior to the Court's approval.

                    About Aleris International

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

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

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


ALLENTOWN AREA: S&P Revises Outlook on 'BB-' Rating to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services corrected a report released on
March 2, 2009, revising its outlook on the 'BB-' rating and
underlying rating on Allentown Area Hospital Authority,
Pennsylvania's series 2005 and 1998A hospital revenue bonds,
issued for Sacred Heart Hospital of Allentown, to negative from
stable based on Sacred Heart's poor financial performance as of
June 30, 2008, which triggered a violation of its technical bond
covenants for the fiscal year.

Standard & Poor's also affirmed its 'BB-' rating on the hospital's
debt.

The sole factor precluding a lower rating is the turnaround
initiative Sacred Heart's consulting team is currently
implementing, which includes an interim chief financial officer
and CEO/chief operating officer.

The negative outlook reflects Standard & Poor's concern that
Sacred Heart's financial profile has deteriorated through its
fiscal 2008 results with the trigger of a technical bond covenant
violation.

"If the hospital is able to meet its budgeted expectations for the
fiscal year, including operating profitability, preserving its
liquidity, and more stable volumes, there is a possibility S&P
might return the outlook to stable," said Standard & Poor's credit
analyst Jennifer Soule.  "If, however, actual fiscal 2009 results
are significantly below management projections, coupled with poor
usage and further liquidity deterioration, S&P might lower the
rating to the 'B' category."

Interim management indicates it has identified close to
$11 million of annual savings with approximately $4 million to be
realized in fiscal 2009.  Turnaround opportunities include the
layoff of 128 full-time equivalents, implemented in September
2008; the hospital's conversion to a flexible staffing model
throughout the entire organization; physician realignment with
the hospital; and various other cost-savings measures.  The
hospital is also searching for a new chief financial officer and
CEO, and it hopes to fill the positions this calendar year.

Sacred Heart's liquidity through fiscal 2008 declined slightly to
$23.2 million, or 64 days' cash on hand, from the $26.7 million
reported for fiscal 2007, or 73 days.  Through the interim period,
a balance sheet for just the hospital was available; and it
reported unrestricted cash of approximately $12.6 million, or 43
days' cash on hand.  Historically, hospital liquidity accounted
for about 96% of the system's unrestricted cash. Management
attributes the liquidity decline solely to a decline in the value
of Sacred Heart's investment portfolio, which is now invested in
45% equities and 55% fixed income.  The cash-to-debt ratio through
the interim period was light compared to S&P's medians at 37%, and
the debt-to-capitalization ratio was an elevated 70%.

The rating action affects roughly $28.1 million of debt
outstanding.


ALOHA AIRLINES: December Auction for Trade Name Declared Invalid
----------------------------------------------------------------
Dane S. Field, the Chapter 7 trustee for Aloha Airlines, Inc., and
its affiliates, as part of the process of liquidating all the
assets of the airline, obtained approval from the bankruptcy court
to auction off the name "Aloha Airline", with Yucaipa as stalking
horse bidder.

Under a contract signed with the trustee, Yucaipa Corporate
Initiatives Fund I, L.P. and Yucaipa Corporate Initiatives Fund I,
LLC, offered to pay $25,000 in cash and credit bid $500,000 for
Debtors' interest in various trade names, trade marks, and other
intellectual property.

Pursuant to the bidding procedures approved by the U.S. Bankruptcy
Court for the District of Delaware, the Chapter 7 trustee
proceeded with the auction on December 2, 2008, after two
additional "qualified bidders", American Airlines, Inc., and Ing
Family Trust, conveyed interest.  Hawaiian Airlines submitted an
initial bid of $575,000.

At the auction, Yucaipa overbid Hawaiian's $575,000 bid with a
credit bid of $750,000 for the Intellectual Property.  Hawaiian
did not overbid Yucaipa's higher bid.  The Trustee declared
Yucaipa the winning bidder and closed the auction.

Judge Lloyd King, however, has not approved the sale of the IP
Assets to Yucaipa, citing that a "private sale" was not
authorized.  A reporter from the Honolulu Advertiser, named Rick
Daysog, had sent an e-mailed letter to the Court saying that he
was not allowed to attend the auction, rendering the auction
invalid.

Before entering a ruling, Judge King ordered the parties to show
cause why the auction sale should not be declared invalid.

                       Parties' Explanation

Mr. Daysog said in his letter to court that when he appeared at
the offices of the Trustee's counsel, Wagner, Choi & Verbrugge, he
was told by James Wagner, Esq., that Yucaipa objected to his
presence at the auction.  He allegedly was not allowed to
participate in the auction, despite pointing out that (i) there
was no order to seal, and (ii) he was entitled to exercise his
First Amendment rights to observe the auction.  He noted that the
auction was also attended by local businessman and former Aloha
Airlines board member Richard Ing, who did not submit a bid.  He
added that he was asked to wait at a reception area until the
auction, which was held behind closed doors, was over.

Mr. Wagner, in his letter to Court, said that Mr. Daysog's
recitation "is substantially correct, except with respect to one
matter."  He recounted that when Yucaipa objected, he and
Mr. Daysog discussed the matter.  He said that after the
discussion, Mr. Daysog agreed to wait in the reception area until
the auction was completed.

The Trustee submits that the sale of the IP Assets was a duly
conducted public sale which was subject to bidding, and the
exclusion of a reporter from the actual auction does not render
the auction invalid as an unauthorized "private" sale.  He
explained that Mr. Daysog, after being informed of Yucaipa's
objection, "agreed" to wait outside of the conference room where
the auction would be held.  Mr. Daysog, the Trustee says, was
promptly informed of the results of the auction and he departed
without incident.  The Trustee notes that the Bid Procedures Order
further provides, "[0]nly [Qualified Bidders] may submit bids for
the Intellectual Property or otherwise participate in the
Auction," and the Order is silent as to who may "attend" or
"observe" the Auction.

Hawaiian Airlines told the Court that it believes "the Trustee's
current sale process has been tainted beyond repair," but cited
different reasons.  Hawaiian said that the auction was not
conducted fairly, citing these instances:

   (i) The Trustee deemed Ing Family trust to be a "qualified
       bidder".  However, there is no evidence or indication that
       Ing was ever required that party to meet conditions that
       were imposed to Hawaiian, such as providing a marked copy
       of the Definitive Agreement and a cashier's check or
       wire transfer in the amount of $50,000.

  (ii) the Trustee may be predisposed against Hawaiian's efforts
       to acquire the Aloha intellectual property.  In a recent
       pleading, the Trustee included the following assertion
       about Hawaiian's motivation for submitting a bid: "The
       Trustee received a qualifying bid from Hawaiian which the
       Trustee believes was interested in keeping the Aloha name
       'out of circulation.'

According to Hawaiian Airlines' counsel, Tom. E. Roesser, Esq., at
Carlsmith Ball LLP, if the auction sale is invalid, Hawaiian
requests that the Court: 1) grant it a release from any existing
obligation providing for its bid to remain binding and irrevocable
until 20 days after the entry of an order approving the Sale; and
2) order the Trustee to return the $50,000 deposit to Hawaiian
immediately.

Yucaipa, the winning bidder, pointed out that there was no
requirement in the Procedures Order that the reporter be allowed
to participate in any way in the Auction.  Robert A. Klyman, Esq.,
at Latham & Watkins LLP, noted that the results of the Auction
were publicly reported in the local press, and no party has come
forward and offered a higher and better price than that offered by
Yucaipa.  "Even if such a party appeared, the results would not
change unless that party agreed to pay the full amount of
Yucaipa's secured claims (which claims exceed $10 million)," he
pointed out.  Accordingly, Yucaipa asked the Court to approve the
sale, noting that the estate would not benefit from a new Auction.

According to the minutes of the hearing posted in the docket on
March 3, Judge King has declared the sale to be invalid.  The
trustee will arrange another sale for the IP Assets.

                           About Aloha

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMAZON.COM INC: Moody's Raises Ratings on Senior Notes from 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the long term ratings of
Amazon.com, including its senior subordinated notes to Baa3 from
Ba2 and senior unsecured shelf rating to (P)Baa2 from (P)Ba1.  The
rating outlook is stable.  The upgrade is prompted by Amazon.com's
ability to generate strong growth and maintain healthy
profitability during a very challenging retail climate.  In
addition, the upgrade is prompted by Moody's expectation that the
company will continue to perform solidly and maintain strong debt
protection measures despite the challenging economic environment.
Given this, Moody's believe that Amazon.com has demonstrated the
stability and consistency underpinning an investment grade rating.

Amazon.com's (P)Baa2 senior unsecured rating reflects the
company's very strong balance sheet, healthy operating
performance, and good liquidity.  In addition, the rating reflects
the company's dominant position in online retailing, its well
recognized brand name, and international diversification.  The
rating is also supported by the company's strong supply chain and
fulfillment capabilities which are clearly a competitive
advantage.  The rating is constrained by Amazon's rapid growth
which can potentially strain its' internal resources, business
procedures, and controls.  Ratings are also constrained by the
company's continued concentration in media products which Moody's
believe are exposed to high product volatility.

These ratings are upgraded:

  -- Senior subordinated notes to Baa3 from Ba2;

These ratings are upgraded and will be withdrawn:

  -- Senior unsecured shelf rating to (P)Baa2 from (P)Ba1;
  -- Senior subordinated shelf rating to (P)Baa3 from (P)Ba2;
  -- Preferred stock shelf rating to (P)Ba1 from (P)Ba2.

These ratings are withdrawn:

  -- Corporate family rating at Ba1;
  -- Probability of default rating at Ba1;
  -- Speculative grade liquidity rating at SGL-1.

Now that Amazon.com is investment grade the corporate family
rating, probability of default rating, and speculative grade
liquidity rating will be withdrawn.  The ratings on the company's
shelf registration will also be withdrawn as such registration is
no longer active.

Amazon has good liquidity.  The company has a sizable amount of
cash and marketable securities (approximately $3.7 billion).  This
level of cash and marketable securities compensates for the
company's lack of a committed bank credit facility.  It has ample
sources of alternate sources of liquidity as the majority of its
assets are unencumbered.

The stable rating outlook reflects Moody's expectation that
Amazon.com will continue to perform solidly while maintaining
strong debt protection measures and good liquidity.

The last rating action on Amazon.com was on January 13, 2009 when
its long term ratings, including corporate family rating of Ba1,
were placed on review for possible upgrade.

Amazon.com, headquartered in Seattle, Washington, is the world's
largest internet based retailer.  Total revenues are approximately
$19 billion.


AMERICAN CAPITAL: Moody's Cuts Rating Five Notches into Junk
------------------------------------------------------------
Moody's Investors Service downgraded American Capital Ltd.'s
senior unsecured rating to B2, or five notches into junk, from the
previous rating of Baa3.  The outlook is negative.

Standard & Poor's Ratings made a three notch downgrade, cutting
the Company's long-term counterparty credit rating to 'BB-' from
'BBB-'.  S&P's ratings is still two notches higher to Moody's.

According to Bloomberg's Bill Rochelle, Moody's and S&P took away
American Capital's investment-grade status after it announced the
increase in its non-performing investments.  The Company had
disclosed that past-due and non-accruing investments on Dec. 31
were 14.5%, compared with 10.7% as of Sept. 30.

American Capital is a publicly-traded private-equity investor and
asset manager.


AMERICAN INT'L: Feds Admit to "Moral Hazard" Risks from Bailout
---------------------------------------------------------------
The U.S. government's financial rescue of American International
Group Inc. contributed to "moral hazard" risks by letting some of
the company's trading partners fully recover billions of dollars
tied to the firm, Sudeep Reddy and Michael R. Crittenden at The
Wall Street Journal report, citing Federal Reserve Chairperson
Donald Kohn.

WSJ states that Democrats and Republicans expressed increasing
frustration with the AIG rescue and criticized the central bank
for its decision.  The report says that the Federal Reserve has
fronted $24.3 billion for the action related to the trading
partners and, with its latest rescue this week, the government has
committed more than $170 billion to prevent AIG's collapse.

"It's not clear who we're rescuing -- whether it is whatever
remains of AIG or its trading partners.  It's reasonable to ask
why holders who would have received only pennies on the dollar for
their credit-default swaps absent any government intervention
would expect or deserve payments for what essentially is a
bankrupt company," WSJ quoted Senate Banking Chairman Christopher
Dodd as saying.

WSJ relates that Mr. Kohn said during a Senate Banking Committee
hearing on Thursday that the government's action helped the firms
avoid losses and as a result "will reduce their incentive to be
careful in the future."

"We're not so much worried about those particular counterparties.
I'm worried about the knock-on effects in the financial markets.
Would other people be willing to do business with other U.S.
financial institutions...  if they thought, in a crisis like this,
they might have to take some losses?" WSJ quoted Mr. Kohn as
saying.

WSJ states that Mr. Kohn said in response to lawmakers' pressure
on disclosing the names of the financial institutions benefiting
from the AIG rescue, "My judgment would be that giving the names
would undermine the stability of the company."  WSJ relaets that
among the largest counterparties to recoup money are:

     -- Societe Generale,
     -- Goldman Sachs Group Inc.,
     -- Deutsche Bank AG,
     -- Calyon,
     -- Merrill Lynch & Co., and
     -- Barclays PLC.

According to WSJ, the Treasury Department's Office of Thrift
Supervision acting director Scott Polakoff accepted some of the
blame by saying his agency failed to catch problems at AIG and
that "no one predicted, including OTS, the amount of funds that
would be required to meet collateral calls and cash demands on the
credit default-swap transactions."

    AIG Issues Series C Preferred to Trust for U.S. Treasury

On March 4, 2009, AIG issued 100,000 shares of Series C Perpetual,
Convertible, Participating Preferred Stock to the AIG Credit
Facility Trust, a trust established for the sole benefit of the
United States Treasury.  This issuance results in a change of
control of AIG, as the Series C Preferred Stock holds
approximately 77.9% of the aggregate voting power of the AIG
common stock, treating the Series C Preferred Stock as converted.

As noted in AIG's most recent Annual Report on Form 10-K, the
shares of Series C Preferred Stock were issued pursuant to the
Series C Perpetual, Convertible, Participating Preferred Stock
Purchase Agreement dated as of March 1, 2009, between the Trust
and AIG, and in accordance with the Credit Agreement, dated as of
September 22, 2008, between AIG and the Federal Reserve Bank of
New York.

                 About American International

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

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

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

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

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

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

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


AUTUMN CANYON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Autumn Canyon at the Overlook, Inc.
        PO Box 506
        Rockmart, GA 30153

Bankruptcy Case No.: 09-40890

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
All I Need Homebuilders, LLC                       09-40891

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Rome)

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.com

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

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

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

            http://bankrupt.com/misc/ganb09-40890.pdf

The petition was signed by C. Michael Garrett, CEO of the company.


ANTOINETTE CHERIE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Antoinette Cherie Wright
        514 Orange Grove Ave
        South Pasadena, CA 91030
        Tel: (626) 441-6211

Bankruptcy Case No.: 09-14712

Chapter 11 Petition Date: March 2, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Donald A Lancaster, Esq.
                  The Lancaster Law Group
                  400 Corporate Pointe Ste 300
                  Culver City, CA 90230
                  Tel: (310) 590-4502

Total Assets: $3,469,184.00

Total Debts: $5,356,048.00

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

          http://bankrupt.com/misc/cacb09-14712

The petition was signed by Antoinette Cherie Wright.


ARENA GARDEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Arena Garden LLC
        P.O. Box 81645
        Las Vegas, NV 89180

Bankruptcy Case No.: 09-31520

Type of Business: Arena Garden LLC is a single-asset real estate
                  debtor.

Chapter 11 Petition Date: March 3, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: Barbara Mincey Rogers
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Total Assets: $5,062,123.31

Total Debts: $4,023,544.35

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

The petition was signed by Simon Luk, president of the company.


AUSAM ENERGY: Case Converted to Chapter 7 Liquidation
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
(Houston) has converted the bankruptcy case of Ausam Energy Corp.
to Chapter 7 liquidation.

Bloomberg's Bill Rochelle said that Ausam gave up on reorganizing
and requested for the conversion of its own Chapter 11 case.
In a Dec. 30 announcement of its Chapter 11 filing, the Company
said that it would continue its business and would seek debtor-in-
possession financing to fund operations.

The Company had said that the bankruptcy filings were necessitated
by its inability to secure new equity or debt financing on terms
acceptable to its primary lender.

                      About Ausam Energy

Based in Calgary, Alberta in Canada, Ausam Energy Corp. --
http://www.ausamenergy.com/-- was engaged in the business of oil
and gas exploration and development.  Ausam, through its U.S.
subsidiary Noram Resources, Inc., has a diverse portfolio of oil
and gas leases and prospects in Texas, Louisiana, Mississippi,
Alabama and Arkansas.  The Company traded under the symbol "AZE"
on the TSX Venture Exchange and the symbol "ASMEF" on the OTC
Bulletin Board.

Ausam Energy together with subsidiary Noram Resources Inc. filed
for Chapter 11 on December 30, 2008 (Bankr. S.D. Tex., Case No.
08-38222).  The petition listed assets of $56.3 million against
debt totaling $24.3 million.


BEARINGPOINT INC: Taps Davis Polk for Advice on Asset Sales
-----------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Davis Polk & Wardwell as special corporate counsel to
represent the Debtors in respect of strategic corporate advice and
the potential sale of all or portions of their assets.

DPW will render legal services as may be requested by the Debtors,
including, but not limited to strategic corporate advice,
including:

   i) the evaluation and negotiation of strategic alternatives
      including the sales of assets or business units of the
      Debtors as may be proposed during the course of the
      Chapter 11 cases;

  ii) advising the Debtors, their board of directors and
      management as may be requested; and

iii) advising regarding transaction agreements, specific assets
      or liabilities and advising in connection with the sale of
      these assets and divestitures of these liabilities.

To minimize costs, DPW has been working and will continue to work
closely with the Debtors, Weil Gotshal & Manges LLP and each of
the Debtors' other retained professionals to clearly delineate
each professional's respective duties and to prevent unnecessary
duplication of services whenever possible.

John A. Bick, a partner at DPW, tells the Court that beginning
July 2008, the Debtors established a retainer balance with DPW.

As DPW issued invoices to the Debtors, DPW applied the amount due
from the retainer, and the Debtors subsequently replenished the
retainer.  After giving effect to the application of its
prepetition charges, DPW now holds a retainer equal to $500,000.

Mr. Bick adds that as of the petition date, the applicable hourly
rates for professionals are:

     Partners and Counsel                 $655 - $985
     Associates                           $325 - $695
     Paraprofessionals and Staff          $110 - $315

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

Mr. Bick can be reached at:

     Davis Polk & Wardwell
     450 Lexington Avenue
     New York, NY 10017
     Tel: (212) 450-4000
     Fax: (212) 450-3800

                      About BearingPoint Inc.

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

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

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


BEARINGPOINT INC: Taps Skadden Arps as Government Litigation Attys
------------------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Skadden, Arps, Slate, Meagher & Flom LLP and its affiliated
law practice entities as special government enforcement and
litigation counsel.

Skadden Arps will:

   a) represent the Debtors in inquiries or investigations by the
      Enforcement Division of the SEC and in related inquiries
      and matters;

   b) represent the Debtors in related private securities
      litigation;

   c) represent the Debtors in inquiries by the Federal
      Communications Commission; and

   d) represent the Debtors on discrete matters unrelated to the
      bankruptcy cases.

The Debtors may request additional services from Skadden.  If
Skadden agree to undertake any additional services, the Debtors
will seek further order of the Court.

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

Gary DiBianco, a member of Skadden, tells the Court that the
firm's professionals' hourly rates are:

     Partners and Of Counsel                $725 - $1,050
     Counsel/Special Counsel                $685 -   $820

     Associates:
     Level 8                                $665 -   $680
     Level 7                                     $645
     Level 6                                     $610
     Level 5                                     $575
     Level 4                                     $530
     Level 3                                     $485
     Level 2                                     $440
     Level 1                                     $355**

     Legal Assistants                        $170 -  $285

** First year associates will move to $395/ hour after being
   admitted to the Bar.

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

Mr. DiBianco can be reached at:

     Skadden, Arps, Slate, Meagher & Flom (UK) LLP
     40 Bank Street, Canary Wharf
     London, E14 5DS, England
     Tel: 44-20-7519-7000
     Fax: 44-20-7519-7070

                      About BearingPoint Inc.

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

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

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


BEARINGPOINT INC: Wants Baker Botts as Special Corporate Counsel
----------------------------------------------------------------
BearingPoint, Inc., and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Baker Botts L.L.P. as special corporate counsel.

Baker Botts will provide specialized legal services relating to
general corporate and transactional matters.  Specifically, Baker
Botts will:

   a. counsel and support on general corporate and transactional
      matters, including without limitation drafting corporate
      documents and advising on corporate tax and governance
      issues;

   b. comply with securities regulations, including without
      limitation filings and other dealings with the United
      States Securities and Exchange Commission;

   c. counsel and advice on employee benefit matters, including
      without limitation ERISA issues and processes, and other
      pension-related matters;

   d. counsel and support on intellectual property matters,
      including without limitation dealings with the United
      States Patent and Trademark Office; and

   e. counsel and support on litigation and alternative dispute
      resolution of various matters.

The Debtors do not anticipate any duplication of the services with
the Debtors' bankruptcy counsel, Weil, Gotshal & Manges LLP, or
any of the Debtors' other retained professionals in these
bankruptcy cases.

John Martin, a partner at Baker Botts, tells the Court that the
hourly rates of the firm's professionals are:

     Partners                         $455 - $800
     Associates and other Counsel     $230 - $525
     Legal Assistants and Clerks      $125 - $250

Mr. Martin adds that Baker Botts received a $500,000 retainer
prior to the commencement of these Chapter 11 cases.  The firm
holds approximately $266,501 in trust for the Debtors.

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

Mr. Martin can be reached at:

     Baker Botts L.L.P.
     One Shell Plaza
     910 Louisiana Street
     Houston, TX 77002-4995
     Tel: (713) 229-1234
     Fax: (713) 229-1522

                      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.


BEAUFORT FUN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Beaufort Fun Park, LLC
        591 Robert Smalls Parkway
        590 Robert Smalls Parkway
        Beaufort, SC 29903
        Tel: (843) 524-3997

Bankruptcy Case No.: 09-01573

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Debtor's Counsel: William B. Jung, Esq.
                  1156 Bonman Road, Ste. 200
                  Mount Pleasant, SC 29464
                  Tel: (843) 416-1104
                  Fax: (843) 416-1184
                  Email: bradjung@msn.com

Estimated Assets: $2,471,441

Estimated Debts: $1,103,201

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

The petition was signed by the Managing Member of the company.


BELO CORP: Moody's Downgrades Corporate Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service downgraded Belo Corp.'s Corporate Family
rating to Ba3 from Ba2, Probability of Default Rating to Ba3 from
Ba2, and the senior unsecured note ratings to B1 from Ba2.  The
downgrades reflect Moody's opinion that Belo remains at risk of
violating the debt-to-EBITDA covenant in its credit facility at
the end of 2009 based on anticipated advertising revenue declines
despite the additional covenant headroom it obtained in the
February 26, 2009 amendment and the suspension of the dividend
beginning in the third quarter.  Moody's believes Belo's strong
market positions (#1 or #2 in 12 of the 14 markets with a big four
network affiliate) and continued positive free cash flow
generation enhance Belo's potential for a covenant amendment
relative to more highly levered industry peers.  The Ba3 CFR and
Moody's opinion regarding Belo's prospects for a covenant
amendment are nevertheless based on an expectation that cyclical
advertising revenue pressure will moderate toward the end of 2009
with moderate growth resuming in 2010 boosted by political
advertising including what is likely to be a hotly contested
gubernatorial race in Texas.  The rating outlook is negative.

The two notch downgrade of the senior unsecured notes to B1
additionally reflects that Belo's senior unsecured credit facility
was granted unconditional and irrevocable joint and several
guarantees from operating subsidiaries in conjunction with the
amendment.  As a result, the $642 million of outstanding bonds are
now structurally subordinated to the credit facility with respect
to the assets held and cash flow generated by the guarantor
subsidiaries.  LGD assessments and point estimates were updated to
reflect the new credit facility guarantees.

Moody's has taken these rating actions:

Downgrades:

Issuer: Belo Corp.

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

  -- Probability of Default Rating, Downgraded to Ba3 from Ba2

  -- Senior Unsecured Bonds, Downgraded to B1, LGD5 - 71% from
     Ba2, LGD4 - 51%

  -- Senior Unsecured Shelf, Downgraded to (P)B1, LGD5 - 71% from
     (P)Ba2, LGD4 - 51%

The February 26, 2009 amendment to the credit facility loosened
financial maintenance covenants, increased facility pricing,
reduced the revolver commitment to $550 million from $600 million,
and tightened restrictions on dividends and certain other
payments.  As part of the amendment, Belo was required to obtain
upstream guarantees of the credit facility from U.S. domestic
subsidiaries representing at least 90% of consolidated assets,
revenue and EBITDA.  The dividend suspension and the amended
financial covenants provide some near-term flexibility to manage
costs and reduce debt, but Moody's remains concerned that the
advertising downturn could result in Belo violating the 6.25x
maximum debt-to-EBITDA covenant toward the end of 2009.

The potential for a covenant violation tempers the liquidity
position and keeps the speculative grade liquidity rating at SGL-
4.  However, Moody's expects Belo will generate sufficient EBITDA
to meet its cash obligations and pay down debt in 2009 and there
are no debt maturities until the revolver expires in June 2011.

The negative rating outlook reflects Moody's concern that a deeper
or more prolonged advertising downturn than anticipated could
further weaken Belo's credit metrics and ability to meet its
financial covenants.

The last rating action was on January 23, 2009 when Moody's
downgraded Belo's CFR and PDR to Ba2 from Ba1, concluding the
review for possible downgrade initiated on November 3, 2008.

Belo is a Dallas-based media company with operations in television
broadcasting (owns 20 stations including six in top 15 markets),
cable news, (owns/operates six cable news channels) and
interactive media in the United States.  The television stations
account for the bulk of the company's estimated $770 million of
annual revenue.


BELTWAY 8: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Beltway 8 West, LP
        12810 D Willow Centre Dr.
        Houston, TX 77066
        Tel: (281) 444-5646

Bankruptcy Case No.: 09-31529

Type of Business: Beltway 8 West, LP, is a single-asset real
                 estate debtor.

Chapter 11 Petition Date: March 3, 2009

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

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  Yvette Marie Mastin PC
                  2323 S. Voss Road #400
                  Houston, TX 77057
                  Tel: (832) 251-3662
                  Fax: (832) 971-7206
                  Email: mastinlaw@yahoo.com

Debtor-affiliates filing separate Chapter 11 petitions on Feb. 3,
2009:

   Entity                     Case No.
   ------                     --------
   Jolly Properties, Inc.     09-30872

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

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

The Debtor's Largest Unsecured Creditors:

Entity                   Claim Amount
------                   ------------
G.S. Bhar                  Unstated
6514 Turret Point Lane
Houston, TX 7760

D.S. Saini                 Unstated
3633 Trailview Drive
Plano, TX 75074

Gurcharan Singh             Unstated
5406 Havenwoods
Houston, TX 77069

The petition was signed by Gurmukh S. Jolly, managing member of
the company.


BERNARD L. MADOFF: To Appear in Court in Possible Lawyer Conflict
-----------------------------------------------------------------
Bernard L. Madoff will appear in Manhattan federal court next week
for a judge to determine whether he will waive his lawyer's
possible conflict of interest, David Glovin, Erik Larson and Zahra
Burton at Bloomberg News report.

U.S. District Judge Leonard Sand is to explore whether the defense
attorney, Ira Sorkin, who has represented Madoff since his Dec. 11
arrest, has a conflict.  Bloomberg relates that Mr. Sorkin's now-
deceased father had an account with Madoff, and in 1992 the elder
Sorkin lawyer represented a Florida investment firm, Avellino &
Bienes, that invested with Madoff.

The report points out that the unregistered firm invested more
than $441 million in client money with Madoff, according to court
papers.  The firm agreed to close the business and refund the
money, the SEC said. Rebekah Carmichael, a spokeswoman for acting
U.S. Attorney Lev Dassin, declined to comment.

Mr. Sorkin, in an interview, said, "It's not an issue.  No living
relative of mine today has ever had an account -- as a customer,
client, investor -- or a beneficial interest in any account at
Bernard L. Madoff Investment Securities LLC".  According to
Bloomberg, Mr. Sorkin will probably be free to remain in the case
if Mr. Madoff acknowledges he understands the possibility that his
attorney has a conflict of interest.  The decision, however, will
be up to the judge.

                     About Bernard L. Madoff

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

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

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

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


BETHANY HOLDINGS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bethany Holdings Austin Apartments, LLC
        1920 Main Street, Suite 770
        Irvine, CA 92614

Bankruptcy Case No.: 09-11873

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Bethany Holdings Austin Apartments, LLC            09-11873
Bethany Austin Mezzanine Apartments, LLC           09-11874
Bethany Lonestar Apartments, LLC                   09-11875
KT Terraza-TX1, LLC                                09-11876
KT Terraza-TX2, LLC                                09-11877
FJLC-TX1, LLC                                      09-11878
FJLC-TX2, LLC                                      09-11879
Bethany Lonestar Mezzanine Apartments, LLC         09-11880
Bethany Quail Hollow Apartments, LLC               09-11881
Bethany Quail Hollow, LLC                          09-11882
Bethany Seneca Bay Apartments, LLC                 09-11883
Bethany Seneca Bay, LLC                            09-11884
Bethany Woodhill Apartments, LLC                   09-11885
Bethany Woodhill, LLC                              09-11886
Bethany Willow Lake Apartments, LLC                09-11887
Bethany Willow Lake, LLC                           09-11888
Bethany GP Acquisition, LLC                        09-11889
Bethany LP Acquisition, LLC                        09-11890

Chapter 11 Petition Date: March 4, 2009

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Evan D. Smiley, Esq.
                  esmiley@wgllp.com
                  Weiland, Golden, Smiley et. al
                  650 Town Center Dr., Ste. 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000

Estimated Assets: $50 million $100 million

Estimated Debts: $50 million $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Wilmar Industries                                $397,870
200 East Park Drive, #200
Mount Laurel, NJ 08054

HHCC Inc.                                        $310,004
6168 Turnersville Road
Buda TX 78610

A1lsouth Renovations, Inc.                       $91,090
P.O. Box 7165
Marietta GA 30065

Sherwin Williams Company                         $89,470

Sunterra Landscape Services                      $51,960

Colors Unlimited                                 $24,617

Universal Cleaning Specialists                   $23,434

BG Personnel Services Incorporated               $15,101

Cowboy's Painting                                $14,954

Changing Surface Incorporated                    $6,987

Foley Fire Extinguisher                          $6,745

Ramming Paving Company Ltd.                      $2,706

McBride Electric, Inc.                           $2,500

Ballard's Asphalt & Concrete                     $1,150

The petition was signed by Gregory P. Garmon, president.


BETTER BEDDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Better Bedding Shops, Inc.
        130 Prestige Park Road
        East Hartford, CT 06108

Bankruptcy Case No.: 09-20481

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Barry S. Feigenbaum, Esq.
                  Matthew Wax-Krell, Esq.
                  Rogin Nassau LLC
                  185 Asylum Street, 22nd Floor
                  Hartford, CT 06103
                  Tel: (860)-278-7480
                  Fax: 860-278-2179
                  Email: bfeigenbaum@roginlaw.com

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

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

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

          http://bankrupt.com/misc/ctb09-20481.pdf

The petition was signed by Thomas J. Wholley, President of the
company.


BIENVENIDO GARCIA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bienvenido F. Garcia
        dba Sheilas Crystal Care
        and Luz F. Garcia
        3 Fairside Court
        Pittsburg, CA 94565

Bankruptcy Case No.: 09-41611

Type of Business: The Debtor is engaged in the health care
                  business.

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin St. #301
                  Oakland, CA 94612
                  Tel: (510) 839-5333
                  Email: mcl551@aol.com

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

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

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

The petition was signed by Bienvenido F. Garcia and Luz F. Garcia.


BLOCKBUSTER INC: Fitch Keeps Rating, Expects August Maturity
------------------------------------------------------------
Blockbuster (IDR rated 'CCC', Stable Outlook by Fitch) has hired
the law firm of Kirkland & Ellis LLP to explore restructuring
options for it capital structure.  The company's credit facility
and term loan A will mature in August 2009.

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


BLOCKBUSTER INC: S&P Puts 'B-' Rating on Watch After K&E Hiring
---------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B-' corporate credit rating, on Dallas-based
Blockbuster Inc. on CreditWatch with negative implications.  This
action reflects S&P's concern regarding the company's ability to
refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

"If the company is unable to extend or refinance its revolving
credit facility, its liquidity could be greatly diminished by a
reduction of borrowing capacity of $300 million," said Standard &
Poor's credit analyst David Kuntz.  Pro forma for the reduction in
the face value of the letter of credit required to be provided by
Blockbuster for the benefit of Viacom by $75 million, the
company's borrowing availability was $110.2 million as of Oct. 5,
2008.  The company is in compliance with all of its financial
performance covenants and S&P expects it to remain so over the
near term.  Blockbuster has hired Kirkland & Ellis LLP to advise
it with respect to its ongoing financing and capital-raising
initiatives.  S&P notes this with interest since Kirkland & Ellis
describes itself as specializing in helping its clients navigate
through the turmoil of situations involving financially troubled
companies.

"On resolving the CreditWatch, S&P will evaluate the company's
ability to extend the portions of its senior credit facility that
mature on Aug. 20, 2009," added Mr. Kuntz, "or negotiate a new
refinancing."


BRANFORD 5: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Branford 5, LLC
        312 E 1st St
        Los Angeles, CA 90012

Bankruptcy Case No.: 09-12277

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Joseph L. Pittera, Esq.
                  Law Offices of Joseph L. Pittera
                  2214 Torrance Blvd Ste101
                  Torrance, CA 90501
                  Tel: (310) 328-3588
                  Fax: (310) 328-3063

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

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

The Debtor does not have any creditors who are not insiders.

The petition was signed by J.C. Yeh, managing member of the
company.


BRIGGS AND STRATTON: Moody's Cuts Corp. Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of Briggs and
Stratton Corp. -- Corporate Family and Probability of Default
Ratings to Ba3 from Ba2.  The rating outlook is negative.

The downgrade reflects operating performance below Moody's
expectations due the deterioration in the company's end markets
and the economic downturn within the United States, where the
company earns about 74% of its total revenues.  The engines
business is being negatively impacted by an adverse product mix
within the lawn and garden industry, the main driver of revenues.
Even though the demand for snow removal and portable generators
has driven volumes during the winter months, an emerging mix shift
towards smaller engines for such products as walk-behind lawn
mowers and away from larger engines used on riding equipment will
likely offset the volume gains and adversely impact operating
margins as the year progresses.  Demand for pressure washers is
down due to the discretionary spend nature for this product to the
consumer.  In addition, currency fluctuations are negatively
impacting pricing on engines sold to Europe.

Briggs is pursuing cost reduction initiatives and working capital
improvements, attempting to minimize the negative impact of this
downturn on its operating margins and cash generation.  The
company is also adjusting its production schedule to meet lower
consumer demand.

Moody's acknowledges the company's improvement in year-to-date
operating performance for FY09 (ending June 28, 2009) relative to
the previous fiscal year, but believes that the company will face
headwinds during its spring selling season due to the more
challenging economic environment.  Briggs indicated in its second
quarter earnings release that the spring selling season for
outdoor power equipment is uncertain given current economic
conditions and major retailers will control their working capital
commitment for spring purchases until these retailers assess
consumer demand.  Moody's believes that the uncertainty
surrounding the company's operating performance for the balance of
2009 due to the weak U.S. economy will likely result in credit
metrics that are more in-line with the Ba3 corporate family
rating.

The negative outlook reflects the ongoing challenges that Briggs
faces by continuing to adjust production volumes and its cost
structure as it contends with the current economic turmoil and the
resulting impact on consumer spending.

The rating for the senior unsecured notes reflects the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba3.  The $247 million senior unsecured note, which is
assigned a Ba3 rating (rated the same as the corporate family
rating), is pari passu to the senior unsecured revolving credit
facility.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to Ba3 from Ba2;

  -- Probability of Default Rating lowered to Ba3 from Ba2; and,

  -- $247 million senior unsecured notes due 2011 lowered to Ba3
     (LGD4, 57%) from Ba2 (LGD4, 55%).

The last rating action was on July 3, 2008 at which time Moody's
lowered Briggs' Corporate Family Rating to Ba2.

Briggs & Stratton Corporation, headquartered in Wauwatosa,
Wisconsin, is the world's largest producer of air-cooled gasoline
engines for outdoor power equipment as well as a manufacturer of
home power products.  Revenues for the twelve months ended
December 28, 2008, totaled about $2.2 billion.


BRODER BROS: Taps Kirkland to Mull Options; Cut to 'C' by Moody's
-----------------------------------------------------------------
Moody's Investors Service downgraded Broder Bros., Co.'s
Probability of Default and Corporate Family Ratings to Ca from
Caa3.  Moody's also lowered the rating on the company's senior
unsecured notes to C from Ca. The rating outlook remains negative.

The downgrade is prompted by the company's announcement that it
intends to explore strategic alternatives for its long-term
capital structure and Moody's increased concerns over the
potential for a distressed exchange via a company initiated debt
restructuring.  Moody's notes that Broder recently announced that
it retained the services of Miller Buckfire & Co., LLC and
Kirkland & Ellis LLP to assist management in evaluating the
company's strategic alternatives.

These ratings were downgraded:

  -- Corporate Family Rating to Ca from Caa3

  -- Probability of Default Rating to Ca from Caa3

  -- $225 million Senior Unsecured Notes due Oct. 2010 to C (LGD
     5, 73%) from Ca

Moody's last rating action on Broder Bros., Co. was on Jan 7, 2009
when the company's Probability of Default and Corporate Family
ratings were lowered to Caa3 from Caa1.

Broder Bros., Co., based in Trevose, Pennsylvania, is a leading
distributor of imprintable sportswear and accessories in the U.S.


CHAD WOLFORD: Files for Chapter 7 Bankruptcy
--------------------------------------------
Monica Mercer at Timesfreepress.com reports that Chad Wolford and
his wife, Lindsay, have filed for Chapter 7 bankruptcy in the U.S.
Bankruptcy Court for the Eastern District of Tennessee.

According to Timesfreepress.com, Mr. Wolford listed more than
$2 million in debts.

Citing Mr. and Mrs. Wolford's attorneys, Timesfreepress.com states
that on February 13, Cornerstone Community Bank seized the
merchandise of their store W Gallery, amid fears that the debtors
were selling it "through the back door."  Timesfreepress.com
relates that W Gallery opened in May 2008 but was evicted in
February.  It was accused of defaulting on a $2 million business
loan, Timesfreepress.com reports.  According to the report, items
like diamond rings, fine china, and original art were considered
collateral on a $2 million business loan, which the local bank
accused the Wolfords of not repaying.

The Wolfords could have avoided bankruptcy and paid off the loan
had they been allowed to continue marking up and selling their
merchandise, Timesfreepress.com says, citing bankruptcy attorney
Kyle Weems.  "The bank simply chose to call the loan prematurely,
we think.  Once the bank closed the business, there was just no
other way (besides bankruptcy)," the report quoted Mr. Weems as
saying.

Timesfreepress.com, citing Mr. Wolford, reports that Cornerstone
Community Bank raided W Gallery a day before Valentine's Day, one
of the most profitable times of the year in the jewelry business.
Mr. Wolford said that he and his wife had been in talks with
Cornerstone Community less than a day before the raid to
renegotiate the loan, according to Timesfreepress.com.

Timesfreepress.com relates that Cornerstone Community employee
Gilbert Lusk said that the Wolfords told bank officials that they
were planning to file for bankruptcy.  Cornerstone Community
believed that W Gallery was losing money, the report states,
citing Mr. Lusk.

Chattanoogan.com reports that the Wolfords' creditors include:

     -- Linda Woodall Fine Art of Ooltewah, owed $100,000;

     -- Patti Boland, who had a $2,000 piece in for repair;

     -- Richemont North America of Philadelphia, which had $5,250
        in consigned watches;

     -- River View of Tennessee, owed $82,532;

     -- Robert and Ellen Barth, owed $3,000 for a bracelet in for
        repair;

     -- Steve Coulter, owed $2,000 for a pendant in for repair;

     -- Wildlife Bronzes of Redmond, owed $10,000;

     -- Fairway Outdoor Advertising, owed $28,112;

     -- Fedrick Goldman of Pittsburgh, owed $15,061;

     -- J.L. Wolford Trust, owed $200,000;

     -- C.H. Chen, owed $6,000 for pearls;

     -- Carley Jewels, Solana Beach, owed $40,000;

     -- Frameworks, owed $4,000;

     -- JOEB of Solana Beach, owed $17,000 for loose stones;

     -- K. Brunini, Solana Beach, owed $4,500 for designer
        jewelry;

     -- Kevin and Lynn Bryant, owed $1,200 for earrings in for
        repair;

     -- Simon Golub & Sons, Seattle, owed $10,151; and

     -- Yurman Design, New York, owed $43,865.

The Wolfords will meet with their creditors in April 2009,
Timesfreepress.com reports.

Chad Wolford and his wife, Lindsay, own W Gallery, a fine jewelry
and gift boutique in Chattanooga.


CHANDLER TRANSPORTATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Chandler Transportation, Inc.
        701 South Main Street
        Monmouth, IL 61462

Bankruptcy Case No.: 09-80631

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Raymond L. Huff, Esq.
                  Huff Law Offices
                  7820 N. University St., Ste. 103
                  Peoria, IL 61614-8306
                  Tel: (309) 689-3330
                  Fax : (309) 692-3333
                  Email: Raymond.Huff@SBCGlobal.net

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

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

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

          http://bankrupt.com/misc/ilcb09-80631.pdf

The petition was signed by Kevin Goetzl, president of the company.


CHANGING WORLD: Files for Chapter 11 on Financing Woes
------------------------------------------------------
Susan Redden at Joplin Globe reports that Changing World
Technologies has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court in the Southern District of New York.

Changing World said in a statement that the decision came after
the Company failed finding outside financing and had debt
obligations coming due.

Changing World, in its bankruptcy petition, listed $1 million to
$100 million in assets, $1 million to $100 million in liabilities,
and fewer than 49 creditors.  Changing World said that factors
contributing to the bankruptcy filing include "escalating expenses
associated with commercializing its patented waste-conversion
process," Changing World reports.

Joplin Globe states that the plant converts poultry byproducts
into fuel oil and fertilizer products.  It has been a source of
odor complaints from Carthage residents since it opened in 2004,
says Joplin Globe.  In 2005, Changing World faced a public-
nuisance lawsuit by the Carthage city and the Missouri attorney
general's office, which was settled, according to Joplin Globe.
Renewable Environmental Solutions, Joplin Globe states, installed
a thermal oxidizer and other odor-control equipment that company
officials claimed addressed odor issues.

Joplin Globe says that many Carthage residents still complained
about the smell, and the city of Carthage lobbied the state to
impose stricter odor rules, resulting in an amendment in odor
regulation.

According to Joplin Globe, Carthage Mayor Jim Woestman said that
he is sorry RES "was unable to operate without producing a stink.
It would be good for the world if they could produce a product and
not the problem, but Carthage residents shouldn't have to put up
with that.  The plant should have been built far away from
people."  Mr. Woestman denied that the new odor rules had
something to do with the shutdown of the plant, states Joplin
Globe.

Joplin Globe relates that Changing World is facing separate
lawsuits involving construction and concerning odor emissions from
the Carthage plant.

Changing World said in its previous filings with the U.S.
Securities and Exchange Commission that:

     -- it was losing tens of millions of dollars per year,

     -- it had not been able to operate the Carthage plant at
        full capacity, and

     -- it had experienced times when the plant was temporarily
        shut down.

Changing World, according to Joplin Globe, reported a net loss of
$21.8 million in 2006, followed by a net loss of $19.9 million for
2007, and a net loss of $18.8 million through September 30, 2008.
Changing World said in filings with the SEC that it had an
accumulated deficit of $117.8 million as of September 30, 2008.

Joplin Globe reports that Changing World said that it has reduced
its operations, "which included laying off the majority of its
work force."  Joplin Globe relates that Changing World reportedly
told workers on Monday that they were being laid off.

                     About Changing World

Changing World Technologies is the parent company of Renewable
Environmental Solutions in Carthage.  It is headquartered in West
Hempstead, New York.


CHANGING WORLD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Changing World Technologies, Inc.
        460 Hempstead Avenue
        West Hempstead, NY 11552

Bankruptcy Case No.: 09-10977

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Renewable Environmental Solutions, LLC             09-10979
Resource Recovery Corporation                      09-10980
Thermo Depolymerization Process, LLC               09-10981

Type of Business: The Debtors offers therma conversion process,
                  which turns waste to oil.

                  See: http://www.changingworldtech.com/

Chapter 11 Petition Date: March 4, 2009

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtor's Counsel: Patrick J. Orr, Esq.
                  porr@klestadt.com
                  Tracy L. Klestadt, Esq.
                  tklestadt@klestadt.com
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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

The petition was signed by Brian S. Appel, chairman and chief
executive officer.


CHAS SANFORD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Chas Alan Sandford
        aka Charles Alan Sandford
        1659 Guy Ferrell Road
        Franklin, TN 37067-8116

Bankruptcy Case No.: 09-02358

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Roy C. Desha, Jr., Esq.
                  Law Office Of Roy C. Desha, Jr.
                  1106 18TH Ave. S.
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613
                  Email: bknotice@deshalaw.com

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

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

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

            http://bankrupt.com/misc/tnmb09-02358.pdf

The petition was signed by Chas Alan Sandford.


CHECKER MOTORS: Court Denies Plea to Ditch Labor Agreement
----------------------------------------------------------
The Hon. James D. Gregg for the U.S. Bankruptcy Court for the
Western District of Michigan has denied Checker Motors
Corporation's request to scrap its labor agreement with its union-
represented employees, Alex Nixon at Kalamazoo Gazette reports,
citing David Jury, the attorney for the United Steelworkers Union
Local 2-682.

Kalamazoo Gazette relates that Checker Motors asked the Court in
February 2009 to reject its contract with 125 union workers and
eliminate health care and pension benefits for 176 union retirees.

Mr. Jury, according to Kalamazoo Gazette, said that Judge Gregg
agreed with attorneys for the union that Checker Motors hadn't
treated all parties involved in the proceeding fairly when it
awarded four top executives a total of $275,000 in retention
bonuses before it filed for Chapter 11.

"While we made a serious effort to negotiate, we also expressed to
the company and to the court that there's a notion in bankruptcy
called 'shared sacrifice' and we felt it was unfair and
inequitable to ask employees to take massive wage reductions while
four top executives received large bonuses on the eve of filing,"
Kalamazoo Gazette quoted Mr. Jury as saying.

                       About Checker Motors

Headquartered in Kalamazoo, Michigan, Checker Motors Corporation
was established by Morris Markin in 1922 through a merger of
Commonwealth Motors and Markin Automobile Body.  The Debtor, once
the manufacturer of the famed Checker automobile (the iconic
American taxi cab), is a Kalamazoo, Michigan-based automotive
parts supplier that makes metal stampings and welded assemblies
for various car and truck lines.

The Company filed for Chapter 11 protection on January 16, 2009
(Bankr. W.D. Mich. Case No. 09-00358).  Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., represents the Debtor in its
restructuring efforts.  The Debtor proposed Plante & Moran as
financial advisor; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and McCarthy Smith Law Group as
special counsel.  An official committee of unsecured creditors has
been appointed in the case.  As of December 31, 2008, the Debtor
had $22.3 million in assets and $20.1 million in debts.


CHENG HENG: Court Grants U.S. Trustee Motion to Dismiss Case
------------------------------------------------------------
Upon the motion of the Habbo G. Fokkena, the U.S. Trustee for
Region 12, the U.S. Bankruptcy Court for the District of Minnesota
dismissed on Feb. 25, 2009, Cheng Heng, Inc.'s bankruptcy case for
"cause."

In his motion, the U.S. Trustee said that "cause" exists to
dismiss this Chapter 11 case because there is a diminution of
value of the estate and there is no reasonable likelihood that the
estate will be rehabilitates.  Major secured creditors have
obtained relief from the automatic stay to continue foreclosure
proceedings against the estate of the Debtor.

Based in St. Paul, Minnesota, Cheng Heng, Inc. owns and operates
the South St. Paul Hotel and Conference Center.  Affiliate Wing
Heng, Inc. owns and operates the LaQuinta hotel.  The Debtors
filed separate petitions for Chapter 11 relief on Oct. 21, 2008
(D. Minn. Case No. 08-35467 and 08035466).

Cheng Heng, Inc. listed between $10 million and $50 million in
total assets and the same range in total debts.  Wing Heng, Inc.
listed between $10 million and $50 million in total assets and
between $1 million and $10 million in total debts.


CHEVY CHASE: Fitch Upgrades Issuer Default Rating from 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded the long-term and short-term Issuer
Default Ratings of Chevy Chase Bank to `A-' and 'F1' from 'BB+'
and 'B', respectively.  The Rating Outlook is Stable.

The ratings of CCB have been aligned with those of Capital One
National Association following the acquisition.  Fitch anticipates
the withdrawal of CCB's ratings once it is merged into CONA later
in 2009.

These ratings were affected by the action:

Chevy Chase Bank, F.S.B.

  -- Long-term IDR upgraded to 'A-';
  -- Short-term IDR upgraded to 'F1';
  -- Individual upgraded to 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF';
  -- Long-term deposits upgraded to 'A';
  -- Short-term deposits upgraded to 'F1'.


CHILDREN'S VILLAGE: Moody's Downgrades Bond Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has downgraded Children's Village's bond
rating to Ba1 from Baa3.  The downgrade affects approximately
$10.1 million of outstanding Series 1999 and 2002 revenue bonds
(listed at the conclusion of this report) issued by the
Westchester County Industrial Development Agency.  The outlook is
revised to negative from stable.

The downgrade is attributable to the receipt of fiscal year 2008
and six-month FY 2009 unaudited financial statements that reflect
continued operating losses due to reductions in program
reimbursement from census declines in residential programs and a
material decline in liquidity due to investment losses.  The
negative outlook reflects Moody's concerns with continued
operating losses due to expected revenue reductions as a result of
state and city budget cuts and the potential for further liquidity
declines.

Legal Security: The bonds are secured by a gross revenues pledge
and a negative mortgage lien on the Dobbs Ferry campus.  The
obligated group is comprised of Children's Village and Children's
Village Institute, the policy and research arm of CV.

Interest Rate Derivatives: None

                            Challenges

* Approximately 98% of CV's operating revenues are derived from
  various local, state, and federal government agencies with
concentration risk from New York agencies.  Approximately 50%
of revenues are derived from New York City Administration for
  Children's Services (NYC ACS) and 25% from state agencies
  including Medicaid, Department of Mental Health, and Department
  of Education, limiting the potential for significant revenue
growth and operating surpluses and making CV vulnerable to
state and city budget cuts.

* Material decline in liquidity.  As of December 31, 2008,
  unrestricted liquidity has declined to $10.2 million from $14.4
  million at FYE 2008, primarily due to investment losses
  resulting in 63 days cash on hand and 69% cash-to-debt.  The
  unrestricted liquidity balance includes assumed $2.5 million
  loss associated with one investment fund's exposure to Madoff
  Securities.  Management has indicated that CV is actively
  pursuing all actions to try to recover these funds.

* Aggressive investment allocation with approximately 74% of
  funds invested in equities and alternative investments (43% in
alternatives and 31% in equities).  The remainder is invested
in fixed income and cash.

                            Strengths

* A niche human service provider serving the greater New York
City area and children and adolescents with severe behavioral
and emotional challenges; provides a comprehensive array of
  essential services with a focus on residential treatment
  facilities, crisis intervention, foster boarding and group
  homes, and community outreach programs.

* Increasing diversification of programs and revenue has kept
  pace with NYC ACS' shift in moving children from residential
  treatment facilities to foster care boarding and group homes.
  The ability of CV to convert existing cottages on campus from
  traditional residential treatment to specialized uses is viewed
  favorably.

* Significant real estate (220 acres) located in suburban
  southern Westchester County,

                   Recent Developments/Results

The rating downgrade to Ba1 from Baa3 is primarily due to the
sizable decline in unrestricted liquidity and weaker operating
performance due to declines in reimbursement in CV's core business
line of residential services.  As of December 31, 2008,
unrestricted liquidity declined to $10.1 million resulting in 63
days cash on hand from $14.4 million (89 days cash on hand) as of
FYE 2008 primarily due to investment losses.  The unrestricted
liquidity balance at December 31 includes the assumed losses of
$2.5 million from one fund's exposure to Madoff Securities.

Management indicates CV is currently pursuing all measures through
insurance coverage and has filed an individual claim to try to
recover funds.  CV's current investment allocation is very
aggressive with 43% of funds invested in alternatives investments,
31% in equities, and 26% fixed income and cash, concentrated among
five managers.  As a result, CV remains at risk for potential
further declines in the near term and with an already thin
absolute liquidity balance, it limits operating flexibility and
provides what Moody's believes is an inadequate cushion in the
event significant operating challenges arise.

Due to a 5% decrease in census in residential services, the
operating loss (excluding unrestricted contributions and gifts and
investment income) increased to $3.4 million (-6.0% operating
margin) in FY 2008 from $2.7 million (-4.9% operating margin) in
FY 2007.  Management indicates the primary reason for the decline
is the continued shift in NYC ACS' placement strategy from
residential facilities to foster care and family reunification
programs, and placing more higher needs children in residential
treatment facilities.  CV has experienced an increase in its
operating expenses as a result of this shift.  Through six-months
FY 2009, CV posted an operating loss of $1.9 million (-6.4%) from
$2.1 million (-7.8%) from six-months FY 2008.

An inherent weakness of all human service providers is the
dependence on government funding of programs and services. 98% of
CV total operating revenues are comprised of various city, state,
and federal government funding.  CV's primary funding source is
derived from NYC ACS, which represents 50% of revenues followed by
various state agencies (including Medicaid, Department of Mental
Health, and Department of Education) which represent 25% of
revenues.  Due its heavy dependence on government funding, CV is
vulnerable to the fiscal pressures currently impacting NYS and
NYC.  As a result, management incorporated an expected 1% rate cut
from state agencies in its 2009 budget and is also expecting donor
contributions to decline by approximately $200k by fiscal year end
given the current market conditions.  Historically, CV has been
able to offset large operating losses though unrestricted
contributions and gifts and investment income.  Management
indicates the U.S. federal stimulus package will offer some relief
to CV and other Child Care Agencies.  Although, management has
already taken appropriate measures to reduce costs by cutting
approximately 43 FTEs as of December 2008, the reduced investment
income will be insufficient to meet prior levels of cashflow.

CV continues to maintain its niche role as a provider of a large
array of essential services that include residential treatment,
crisis intervention, and community based services including pre-
adoptive and foster care services, and intensive in-home services.
For most of the children currently in a CV program, this agency is
often the last resort following many unsuccessful foster care
placements.  Therefore, Moody's believe CV will continue to be an
essential provider for children in New York but that its financial
performance over the next year will be challenged.

                              Outlook

The outlook is revised to negative from stable due to weaker
operating performance and the expectation operating challenges
will continue with expected state and city budget cuts compounded
by the significant decline in liquidity.

                 What could change the rating-UP

Growth in census and reimbursement; improvement in core operating
performance and generation of positive operating cash flow;
material improve in liquidity balance

               What could change the rating--DOWN

Continued deterioration of operating performance; further decline
in liquidity; loss of significant programs or census and
associated revenues; change in reimbursement from city and state
agencies; material increase in debt without commensurate increases
in cash and operating cash flow generation

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Children's Village Inc.
     and Affiliates

  -- First number reflects audit year ended June 30, 2007

  -- Second number reflects draft audit year ended June 30, 2008

  -- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $54.0 million; $57.8 million

* Moody's-adjusted net revenue available for debt service:
  $3.5 million; $2.5 million

* Total debt outstanding: $11.7 million; $14.8 million

* Maximum annual debt service (MADS): $1.15 million;
  $1.15 million

* MADS Coverage with reported investment income: 0.9 times; -0.2
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 3.0 times; 2.2 times

* Debt-to-cash flow: 4.2 times; 7.9 times

* Days cash on hand: 112 days; 89 days

* Cash-to-debt: 142%; 97%

* Operating margin: -4.9%; -6.0%

* Operating cash flow margin: 0.0%; -1.4%

* Excess margin (including unrestricted gifts and normalized
  investment income): 1.4%; -0.2%

Rated Debt (debt outstanding as of June 30, 2008):

  -- Series 1999A, B Fixed Rate Revenue Bonds ($6.1 million
     outstanding); rated Ba1

  -- Series 2002A Fixed Rate Revenue Bonds ($3.9 million
     outstanding); rated Ba1

The last rating action was on October 18, 2007 when the rating of
the Children's Village was affirmed at Baa3 and the outlook was
stable.

Children's Village ratings were assigned by evaluating factors
believed to be relevant to the credit profile of Children's
Village 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 obligor, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the obligor's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) 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) the obligor's management and governance
structure related to payment.  These attributes were compared
against other obligor's both within and outside of Children's
Village core peer group and Children's Village ratings are
believed to be comparable to ratings assigned to other obligors of
similar credit risk.


CHRYSLER LLC: Asked To Repay $5.5M in Bonds to Indiana County
-------------------------------------------------------------
Tipton County, Indiana, is asking Chrysler LLC to return $5.5
million dollars in bonds the county issued to build a transmission
manufacturing plant, Detroit News reoprted.

According to the report, officials have also asked Chrysler to
honor its commitment to reimburse Tipton County at least $4.5
million for amounts owed to third parties as a result of the
project.

The requests for payment are a result of the bankruptcy of Getrag
Transmission Manufacturing LLC, litigation between Getrag and
Chrysler, and the apparent termination of the manufacturing
facility project in Tipton County, Alisa Priddle of Detroit news
reported.

In a statement, Chrysler said the transmission plant was to be
owned and operated by Getrag and Chrysler was to buy the new-
generation dual-clutch transmission built there.  Chrysler has
since negotiated a potential alliance with Fiat SpA that includes
having Fiat supply the Auburn Hills carmaker with dual-clutch
transmissions.

"It is Getrag that abandoned the construction of the transmission
plant, not Chrysler.  In addition, the various contractors,
subcontractors and suppliers were all employed directly or
indirectly by Getrag, not Chrysler," the Chrysler statement adds.

As reported by the TCR on Feb. 24, the U.S. Bankruptcy Court for
the Eastern district of Michigan approved procedures for the
resolution of all lien claims against GETRAG Transmission's
manufacturing facility under construction in Tipton, Indiana.
Any Project Party wanting to assert a claim or liens against
GETRAG, the Project's general contractor, Walbridge Aldinger
Company, another Project Party in connection with the Project, or
against the project itself (but not against Chrysler or any other
entity which is not a Project Party), for payment relating to the
Project must serve a Project Demand on the Debtor, Walbridge, and
the Official Committee of Unsecured Creditors no later than
March 23, 2009.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.


CHRYSLER LLC: Next Bailout May Include Forced Payment to Tipton
---------------------------------------------------------------
IndyStar.com reports that Chrysler LLC's next bailout might
include a clause that would force the Company to pay back Tipton
County.

IndyStar.com relates that Chrysler entered into a joint venture
with Getrag Transmission Manufacturing, LLC, two years ago to
build a transmission plant at U.S. 31 and Ind. 28 in Tipton.
Getrag Transmission had agreed to build the plant, while Chrysler
would equip it and provide most of the 1,200 workers, says the
report.

A conflict between the two companies stopped the project,
IndyStar.com states.  According to IndyStar.com, a disagreement
over the number and price of transmissions produced at the plant
disrupted construction for 10 weeks before Christmas 2007, and
when work resumed on February 25, 2008, contractors started paying
a lot of overtime to catch up.  IndyStar.com relates that the
county issued $11 million in bonds, split evenly between Chrysler
and Getrag Transmission, on September 16, 2008.  IndyStar.com says
that Chrysler told Getrag Transmission on September 17 that the
project's financing was in doubt.

According to IndyStar.com, the county is trying to recover more
than $15.5 million in incentives.  The report says that the
state's out almost $9 million, and that contractors are owed about
$44 million.  "Tipton County worked feverishly to have the
utilities and roads ready and has invested nearly $16 million as
promised.  Now the commissioners just want Chrysler to do the
right thing," the report quoted Richard Hall, the Barnes &
Thornburg attorney representing the county, as saying.

Citing Stelko Electric general manager Scott Becker, IndyStar.com
states that the construction debts rippled across Central Indiana
and imperil "five or six" companies.  According to the report, Mr.
Stelko Electric did work in the plant's powerhouse and logistics
area and has a $4.5 million lien against Chrysler and Getrag
Transmission for nonpayment in a $10 million contract.  The report
states that several subcontractors have liens against Stelko
Electric because they weren't paid.  The report, citing Mr.
Becker, says that Stelko Electric paid about $1 million in
overtime and other costs to keep up.  Mr. Becker pulled out his
110 workers from the project when the July payment was received in
October 2008, the report states.

IndyStar.com states that Chrysler executive vice president Frank
Ewasyshyn wrote to the commissioners last week, saying that the
Company is "sympathetic to the impact . . . resulting from the
current status of the Getrag Transmission Plant.  It is in that
bankruptcy action where the various claims between Chrysler and
Getrag are pending, as well as the numerous claims by contractors,
subcontractors and suppliers."

Locals, according to IndyStar.com, said that this could have been
avoided, as Getrag Transmission and Chrysler had a contract that
required them to let Tipton County officials know if fail to reach
a financing agreement.

According to IndyStar.com, the county will ask the bankruptcy
court in Detroit for the return of its bonds from Getrag
Transmission.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


CIRCUIT CITY: Receives July 8 Extension to File Plan
----------------------------------------------------
Circuit City Stores, Inc., and its debtor-subsidiaries won
approval from the United States Bankruptcy Court for the Eastern
District of Virginia for an extension of:

(i) their exclusive Chapter 11 plan filing period through and
     including July 8, 2009; and

(ii) their exclusive period to solicit acceptances of that plan
     through and including September 6.

Circuit City is currently liquidating the last 567 of its 721
stores.  At this point in their bankruptcy cases, the Debtors are
continuing to seek to maximize returns from the Court-approved
liquidation of substantially all of their assets for their
bankruptcy estates and creditors, and to reconcile and evaluate
the various claims of creditors, said Gregg M. Galardi, Esq.,
at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Delaware.

Given the Debtors' substantial efforts since the Petition Date and
the short time that has elapsed since the Court's approval of the
liquidation and agency agreement, the Debtors believe that they
should be granted additional time to undertake the asset
liquidation and claims reconciliation efforts, and to develop an
appropriate plan of liquidation without the distraction of
competing plans filed by other parties-in-interest.

The Debtors, along with their advisors, are currently analyzing
their alternatives in connection with any plan of liquidation,
including evaluating their claims and assets, Mr. Galardi added.
He explained that the extension sought will provide the Debtors
and their advisors the opportunity to analyze the Debtors' post-
liquidation financial circumstances, and develop a liquidating
plan that maximizes returns to parties-in-interest.

                        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)


CLARKS FERRY: Files for Chapter 11 in Manhattan
-----------------------------------------------
Clarks Ferry Properties Inc. filed a Chapter 11 petition before
the U.S. Bankruptcy Court for the Southern District of New York on
March 4.

The Company intends to operate the business and refinance,
Bloomberg's Bill Rochelle said, citing an e-mail from Jonathan
Pasternak, attorney for Clarks.

Clarks Ferry Properties Inc. is the operator of truck stops in
Pennsylvania.  It said debt exceeds $10 million.


CLARKS FERRY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Clarks Ferry Properties, Inc.
        1140 Avenue of the Americas, Suite 1800
        New York, NY 10036

Bankruptcy Case No.: 09-10971

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Frystown All American Properties, Inc.             09-10972

Chapter 11 Petition Date: March 3, 2009

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  jsp@rattetlaw.com
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

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

The petition was signed by Frank Nocito, president.


CONTECH LLC: Court Approves March 27 Auction for SPG Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved on March 3, 2009, procedures for the sale of Contech
U.S., LLC, and its debtor-affiliates' Steel Products Group (SPG)
assets, free and clear of liens, claims, encumbrances, and other
interests.

In papers filed with the Court, the Debtors said that the sale of
the SPG Assets is required by numerous agreements between the
Debtors and certain of their customers (the Accommodation
Agreement) as well as the postpetition financing credit agreement
(the DIP Credit Agreement).  In fact, failure to obtain a court
order authorizing the sale of the SPG Assets by April 1, 2009, is
an event of default under the SPG Accommodation Agreement.

The Bid Deadline is set for March 25, 2009, at 4:00 p.m.
prevailing Eastern Time.  The Auction, if necessary, will be held
on March 27, 2009, beginning at 9:00 a.m. prevailing Eastern Time,
at the offices of Carson Fischer PLC, 4111 Andover West - Second
Floor, Bloomfield Hills, Michigan 43012.

The Sale Approval Hearing will be held on March 31, 2009, at 2:30
p.m. prevailing Eastern Time.  The deadline to object to the sale
is March 30,2009, at 4:00 p.m. prevailing Eastern Time.

                    Summary of Bid Procedures

In order to be considered a Qualifying Bid, the bid must not be
less favorable than the terms and conditions set by the Debtors in
a proposed asset purchase agreement.

Bids must also state that the Qualified Bidder is financially
capable of consummating the transactions contemplated by the
Modified Purchase Agreement.

Bids must not contain any due diligence or financing contingencies
of any kind, and must provide evidence satisfactory to the Debtors
that the bidder has received debt and/or equity funding
commitments or has financial resources readily available
sufficient in the aggregate to finance the purchase of the Assets;

Further, bids must be accompanied by a cash deposit at least equal
to 10% of the purchase price to be wired to an account designated
by the Debtors' counsel.

The sale of the SPG Assets will be on an "as is where is" basis,
without representations or warranties of any kind, nature or
description by the Debtors or Debtors' estates, except as
specifically set forth in the Asset Purchase Agreement.

All Qualifying Bids must be submitted to counsel to the Debtors:

   Paul, Hastings, Janofsky & Walker LLP
   Attn: Richard A. Chesley, Esq.
   191 North Wacker Drive, 30th Floor
   Chicago, Illinois 60606

A full-text copy of the Bid Procedures Order is available at:

   http://bankrupt.com/misc/ContechUSLLC.BidProceduresOrder.pdf

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Debtors also manufacture safety steel forged automotive components
and tube fabrications through its Steel Products Group primarily
for commercial truck OEM's.  The Debtors have approximately 1,000
employees.  The Company and two of its affiliates filed for
Chapter 11 protection on Jan. 30, 2009 (Bankr. E.D. Mich. Lead
Case No. 09-42392).  Robert A. Weisberg, Esq., and Christopher A.
Grosman, Esq., at Carson Fischer, P.L.C., serve as the Debtors'
local counsel.  The Debtors proposed Kurtzman Carson Consultants
LLC as their claims agent.  When the Debtors filed for Chapter 11
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.


CONTECH LLC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Contech, LLC, and its affiliates separately filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan their
schedules of assets and liabilities, disclosing:

                                         Assets      Liabilities
                                      -----------   ------------
  A. Contech U.S., LLC                $56,231,345   $131,661,393
  B. Contech LLC                      $13,859,140             $0
  C. MAG Contech, LLC, Inc.           $13,859,140             $0

Full-text copies of the Debtor's schedules of assets and
liabilities are available at:

       http://bankrupt.com/misc/ContechUSLLC.Schedules.pdf

       http://bankrupt.com/misc/ContechLLC.Schedules.pdf

       http://bankrupt.com/misc/MAGContechLLC.Schedules.pdf

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Debtors also manufacture safety steel forged automotive components
and tube fabrications through its Steel Products Group primarily
for commercial truck OEM's.  The Debtors have approximately 1,000
employees.  The Company and two of its affiliates filed for
Chapter 11 protection on Jan. 30, 2009 (Bankr. E.D. Mich. Lead
Case No. 09-42392).  Robert A. Weisberg, Esq., and Christopher A.
Grosman, Esq., at Carson Fischer, P.L.C., serve as the Debtors'
local counsel.  The Debtors proposed Kurtzman Carson Consultants
LLC as their claims agent.  When the Debtors filed for Chapter 11
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.


CSB SCHOOL OF BROADCASTING: Halts Biz; To File for Bankruptcy
-------------------------------------------------------------
Quincy, Massachusetts-based CSB School of Broadcasting said late
Wednesday that it would be closing all 26 of its campuses
immediately as it plans to cease operations and to file for
bankruptcy protection.

While CSB's operations have been dramatically impacted by recent
changes in the private student loan market, the decisions are a
result of recent actions taken by its lender, National City/PNC
Bank, including the seizing of bank accounts held by CSB.  CSB,
which had been working to come up with alternatives to continue to
fund the business, was surprised by the recent actions of its
lender. Without access to cash, CSB has been forced to shut down
operations. CSB will now promptly seek protection under applicable
insolvency laws.

David Banner, President of CSB, commented that "I am extremely
disappointed that, after 44 years of operations, CSB will not be
able to fulfill its mission of providing a quality education to
students interested in working in the broadcast industry. I am
also disappointed that the actions of our lender precipitated this
sudden disruption in the lives and careers of our students and
employees."

Inquiries regarding CSB and the insolvency proceeding may be
directed to David Banner at CSBinformation@gmail.com or (646) 248-
2027.

     CSB School of Broadcasting
     David Banner, (646) 248-2027
     CSBinformation@gmail.com


DAVID DORRIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: David Dorris Logging, Inc.
        885 Sparks Rd.
        Hornsby, TN 38044

Bankruptcy Case No.: 09-10921

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  Email: marissav@bellsouth.net

Total Assets: $783,000

Total Debts: $1,759,885

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

            http://bankrupt.com/misc/tnwb09-10921.pdf

The petition was signed by David D. Dorris, Jr., President of the
company.


DECRANE AEROSPACE: Moody's Reviews Caa1 Rating for Possible Cuts
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of DeCrane
Aerospace, Inc., under review for possible downgrade.  The action
follows prospects for declining volumes in the business jet
market.  The review will cover the impact of the soft business jet
market, and economic weakness on DeCrane's expected performance
and liquidity profile.  Moody's expects to conclude the review
after the 2008 audited financial statements have been reviewed and
considered.

The ratings that have been placed under review for possible
downgrade:

  -- Corporate family rating Caa1

  -- Probability of default Caa1

  -- $30 million guaranteed first lien revolving credit facility
     due 2013 ... B2 LGD2, 29%

  -- $195 million guaranteed first lien term loan due 2013 ... B2
     LGD2, 29%

  -- $150 million guaranteed second lien term loan due 2014 ...
     Caa2 LGD5, 82%

The ratings outlook has been placed under review from stable.

Moody's last rating action on DeCrane occurred June 4, 2008 when
the corporate family rating was downgraded to Caa1 from B3.

DeCrane Aerospace, Inc., headquartered in Wichita, Kansas, is a
leading provider of aircraft cabin interior systems and components
(including cabin interior furnishings, veneer, cabin management
systems, seating and composite components) for business, VIP and
head-of-state aircraft, and a provider of aircraft retrofit,
interior completion and refurbishment services.  Its customers
include original manufacturers of business, VIP and head-of-state
aircraft, the U.S. and foreign militaries, and aircraft repair,
modification centers and completion centers.


DELPHI CORP: Wants Plan Filing Deadline Moved to May 31
-------------------------------------------------------
Delphi Corp. asks the U.S. Bankruptcy Court for the Southern
District of New York to enter an order extending (a) the exclusive
period to file a Chapter 11 plan, solely as between the Delphi
entities and the statutory committees, through and including
May 31, 2009 and (b) the period to solicit acceptances of the
Chapter 11 plan through and including July 31, 2009.  Absent
another extension, the Plan Proposal Period would expire March 31,
and the Solicitation Period on May 31.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, said that Delphi has been making
further revisions to its business plan consistent with the
extremely low volume production environment in the global
automotive industry and depressed global capital and equity
markets. As part of the Debtors' efforts to achieve sufficient
emergence capital funding, Delphi and GM are constructively
working together to pull forward elements of GM's previously
agreed-upon support for Delphi into one payment at emergence in
combination with the transfer of certain of Delphi's U.S. sites to
GM.  This arrangement is designed to facilitate Delphi's emergence
from chapter 11 notwithstanding the current state of the global
economy, the automotive industry, and the capital markets.

Additionally, Delphi, according to Mr. Butler, will seek to
preserve and continue the strategic growth of its non-U.S.
operations and maintain its prominence as one of the world's
premier auto suppliers.

Delphi, Mr. Butler relates, is continuing to negotiate with GM for
further support.

Meanwhile, Delphi Corp. has submitted its annual report on Form
10-K with the Securities and Exchange Commission.  Delphi reported
$3.037 billion of net income on $18.06 billion of net sales for
the year ended Dec. 31, 2008, compared with a net loss of $3.065
billion on $22.28 billion of net sales the year before.

Delphi has a $1.48 billion operating loss in 2008, but recorded
net income of over $3 billion mainly from reorganization items --
specifically from the General Motors Corp. Global Settlement
Agreement, which contributed $5.33 billion in income to Delphi.
The GSA was declared effective even though Delphi has not yet
emerged from Chapter 11.  The GSA resolves outstanding issues
among Delphi and GM that have arisen or may arise before Delphi's
emergence from Chapter 11, including, commitments regarding OPEB
and pension obligations, other GM contributions with respect to
labor matters, releases, and claims treatment.

A full-text copy of Delphi's Form 10-K report for the fiscal year
ended December 31, 2008, filed with the SEC is available for free
at: http://ResearchArchives.com/t/s?3a1a

                      About Delphi Corp.

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

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

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

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

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

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


DELTA PETROLEUM: Possible Default Cues S&P's Rating Cut to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered the
corporate credit rating on exploration and production company
Delta Petroleum Corp. to 'CCC' from 'B-'.  S&P removed all ratings
from CreditWatch with negative implications where they were placed
on Jan. 16, 2009, because of concerns about near-term liquidity
and covenant compliance.  The outlook is developing.

"The downgrade reflects our concern that Delta may be unable to
raise the $140 million in capital required in an announced
forbearance agreement, which could lead to an event of default,"
said Standard & Poor's credit analyst Paul Harvey.

The agreement was necessary due to Delta's failure to comply with
its working capital covenant as of Dec. 31, 2008, and a required
acceleration of debt repayment totaling $68.8 million owing to a
negative redetermination of the borrowing base on its credit
facility.

The forbearance agreement stipulates that Delta must raise a
minimum of $140 million by April 15, with potential extensions
until June 15 depending on the level of progress made.  Delta
would use the $140 million to repay the outstanding borrowings on
its credit facility, as well as repay accounts payable.  In
addition, the forbearance agreement would provide waivers and
amendments to the financial covenants of the credit facility to
allow Delta to be in compliance.

The developing outlook reflects the potential for negative or
positive rating actions depending on the success of Delta's
capital raising efforts and the resulting liquidity.  If Delta
fails to raise the necessary capital, S&P would lower the ratings.
However, if Delta were to improve liquidity and covenant
compliance via the proposed $175 million preferred equity offering
or through a combination of equity and asset sales, S&P could take
a positive rating action.


DEUCE MCALLISTER: Files Chapter 11 Petition for Car Dealership
--------------------------------------------------------------
Mike Triplett at The Times-Picayune reports that Deuce McAllister
has filed a Chapter 11 bankruptcy petition for his Nissan
dealership in Jackson, Mississippi.

According to The Times-Picayune, Mr. McAllister said that none of
his personal finances or other business interests is affected.

"It's really just how the market is determining things....  It
just gives us an opportunity and buys us some time to reorganize,"
The Times-Picayune quoted Mr. McAllister as saying.

The Associated Press relates that Nissan's financing arm claimed
that Mr. McAllister defaulted on a deal and exceeded his credit
line.  The dealership owes more than $6.6 million and almost
$300,000 in interest, but that figure includes the cost of all the
cars on the lot, The Times-Picayune states, citing Nissan.

Deuce McAllister is an American football running back who is
currently a free agent.  He was drafted by the New Orleans Saints
23rd overall in the 2001 NFL Draft.  He is also part owner of a
luxury vehicle dealership in Jackson.


CHANDLER TRANSPORTATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Chandler Transportation, Inc.
        701 South Main Street
        Monmouth, IL 61462

Bankruptcy Case No.: 09-80631

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Raymond L. Huff, Esq.
                  Huff Law Offices
                  7820 N. University St., Ste. 103
                  Peoria, IL 61614-8306
                  Tel: (309) 689-3330
                  Fax : (309) 692-3333
                  Email: Raymond.Huff@SBCGlobal.net

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

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

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

          http://bankrupt.com/misc/ilcb09-80631.pdf

The petition was signed by Kevin Goetzl, president of the company.


EGG BANKING: Moody's Corrects Rating on GBP250 Mil. Notes
---------------------------------------------------------
Adjusts the rating of Egg Banking plc's GBP250,000,000 7.5%
Perpetual Upper Tier II Callable Notes (ISIN XS0167817898) to Ba1.
The outlook on this note is negative.  Revised release follows:

Moody's Investors Service lowered the senior debt ratings of
Citigroup Inc. to A3 from A2, the senior subordinated debt to Baa1
from A3, the junior subordinated debt to Baa3 from A3 with a
negative outlook (issued by various Citigroup Capital Trust
vehicles), and the preferred debt ratings to Ca from Baa3.  The
short-term rating at Citigroup Inc. was confirmed at Prime-1.

Citibank N.A.'s rating for deposits was lowered to A1 from Aa3,
and its Prime-1 short-term rating was affirmed.  The Citibank's
bank financial strength rating was confirmed at C- with a negative
outlook, while its baseline credit assessment was lowered to Baa2
from Baa1.

All ratings have a stable outlook except for Citibank's bank
financial strength rating and Citigroup's junior subordinated debt
rating. These actions conclude a review that commenced on December
18th, 2008.

These actions had no impact on the FDIC-guaranteed debt issued by
Citigroup.  That debt remains rated Aaa with a stable outlook.

The downgrade of the senior and subordinated ratings is driven by
Moody's expectation that, the current level of government support
notwithstanding, Citigroup will emerge from the current economic
crisis with a different mix of core businesses and a smaller
scale, which could diminish its relative importance to the US
banking system over the long run.  The confirmation of the BFSR
reflects the fact that the recapitalization announced and the
government's Eligible Asset guarantee better position the company
to face a number of near-term financial and operational pressures.

The multi-notch downgrade of the preferred stock rating
incorporates the expected loss resulting from the deferral of
dividends on these non-cumulative instruments, which Moody's
believe could last for several years.

The rating actions follow an announcement by Citigroup that it is
embarking on a major capital initiative.  Investors in Citigroup
junior-subordinated securities and preferred stock will have the
option to exchange their securities into Citigroup authorized
common stock.  In addition, the U.S. government will exchange up
to $25 billion of its preferred securities into common stock on a
one-to-one ratio based on the level of non-government
participation in the exchange.  The U.S. government will exchange
its remaining preferred securities into a new trust preferred
securities.  Depending upon the participation rate in the
exchange, holders in junior subordinated debt (TRUPS and ETRUPS)
may also be eligible to participate.

Citigroup also announced that it will suspend dividends on its
preferred securities and eliminate its remaining common dividend
while it will continue to pay distributions on its junior-
subordinated securities.

Citigroup believes that its tangible common equity could rise to
as much as $81 billion as a result of the recapitalization.

                Capital Injection Supports C- BFSR

The confirmation of Citigroup's C- BFSR incorporates the prospect
that Citigroup's larger capital base puts it in a better position
to deal with a number of asset quality, financial and operational
challenges.

Citigroup's BFSR of C- takes into account the further financial
benefits that have been provided by the U.S. government.  These
include the expected sizable increase in tangible equity resulting
in high Tier 1 and adjusted tangible common equity ratios.  Prior
to this recapitalization, Citigroup's adjusted tangible equity
ratios were modest.

A further benefit of the exchange for depositors and senior
creditors is that Citigroup will not being paying preferred
dividends, which were a substantial drag on internal capital
generation.

Citigroup's BFSR also incorporates the benefit of the U.S
government's Eligible Asset Guarantee program, which covers
$306 billion of Citigroup's assets, consisting mostly of loans and
securities backed primarily by residential and commercial real
estate.  These assets will remain on Citigroup's balance sheet.
Citigroup will absorb pre-tax losses of up to $39 billion netted
down to approximately $29 billion when one takes into account $10
billion of existing reserves.  Any losses in excess of that amount
will be shared by the U.S. government (90%) and Citigroup (10%).

The expected increase in common equity improves Citigroup's
ability to absorb its EAG-related first-loss position and maintain
relatively high capital ratios.  Importantly, the EAG program
protects Citigroup from catastrophic losses.

Moody's estimated that if all anticipated looses were to be taken
during the course of 2009, Citigroup's adjusted tangible common
equity ratio would remain near 10%, and that even under a more
stressful scenario, the ratio would remain above 9%, thanks in
part to the EAG program.

Moody's maintained its BFSR of C- on Citigroup despite its high
pro forma capital ratios for these main reasons.  First, core
earnings prospects remain poor because Citigroup will need to take
sizable credit losses in response to a global recession.  This is
likely to result in Citigroup utilizing a high proportion of its
first-loss position in its EAG program.  In addition, earnings are
likely to be negatively impacted by credit costs not covered by
the program, such as its global credit card portfolios.

Second, Citigroup has a sizable deferred-tax asset, which on a net
basis totals $44.4 billion at year-end 2008.  Poor earnings
prospects in 2009 following sizable losses in 2008 increase the
possibility that a reserve against this asset could be taken,
reducing its tangible common equity.

Third, regarding franchise, Citigroup intends to focus on global
cash management, securities servicing and global investment
banking coupled with certain consumer businesses globally, in
particular credit cards and deposit taking.  Although such
emphasis will be leveraging off historical strengths, it is a
business mix that has led to periods where excessive credit risk
has resulted from efforts to obtain earnings growth.

The C- BFSR with a negative outlook also reflects the uncertainty
introduced by substantial US Government ownership.  This includes
greater uncertainty with regard to future business mix, as well as
capital and credit allocation decisions.

       Debt, Deposit Ratings Balance Near-Term Support With
                         Changing Profile

Commenting on the A1 deposit rating, Moody's said that the U.S.
government actions on Citigroup help to confirm Moody's assumption
that Citigroup has a very high level of systemic support during
the credit crisis.  The long-term debt and deposit ratings also
reflect that systemic support may lessen in the long term as
Citibank's business changes in the coming years, especially as the
U.S. government seeks to sell its ownership.

Commenting on the A3 long-term and Prime-1 short-term rating
configuration at Citigroup Inc., Moody's said that, in most cases,
an A3 long-term rating results in a Prime-2 short-term rating.

"We believe the Prime-1 rating is appropriate because under
conditions of strong systemic support, short-term ratings are the
most predictable and assurance of payment of short-term
obligations is the highest," explained Moody's Senior Vice
President Sean Jones.

These rating actions are consistent with Moody's recent
announcement that it is making some recalibration of the relative
importance attached to certain rating factors within its current
bank rating methodologies.

              Widening Downward Notching For Junior
                    Subordinated Debt Ratings

Moody's lowered the junior-subordinated debt ratings of Citigroup
to Baa3 from A3.  Moody's said that the cumulative nature of the
interest on such instruments reduces the incentive to defer on
interest, especially with the anticipation that Citigroup's equity
will increase significantly, thus improving its financial
stability.  Nevertheless, if there is an unexpected need for
further government support, the risk of deferred payment on these
instruments, as well as the risk of a further potential
restructuring, warrants additional notches on the ratings of these
instruments.

        Previous Rating Action And Principal Methodologies

Moody's last rating action was on January 16th, 2009 when it
lowered Citibank N.A.'s BFSR to C- from C and Citigroup Inc.'s
preferred rating to Baa3 from Baa2.  Also, all ratings of
Citigroup were placed on review for possible downgrade except for
the Prime-1 rating at Citibank N.A.

Citigroup is headquartered in New York City and its reported
consolidated assets are $1.9 trillion.

Rating actions taken are listed below.

Downgrades:

Issuer: Associates Corporation of North America

  -- Issuer Rating, Downgraded to A3 from A2

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: Associates First Capital Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: CGMH Capital II

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: CGMH Capital III

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: CGMH Capital IV

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: CitiFinancial Credit Company

  -- Issuer Rating, Downgraded to A3 from A2

  -- Junior Subordinated Shelf, Downgraded to (P)Baa3 from (P)A3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A3
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Shelf, Downgraded to (P)A3 from (P)A2

Issuer: CitiFinancial Europe PLC

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa1 to A3 from a range of A3 to A2

Issuer: Citibank (South Dakota), N.A.

  -- Issuer Rating, Downgraded to A1 from Aa3

  -- OSO Senior Unsecured OSO Rating, Downgraded to A1 from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to A1 from Aa3

Issuer: Citibank Europe plc

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Citibank International Plc

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of A3 to A2 from a range of A2 to A1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A2
     from A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Citibank, N.A.

  -- Issuer Rating, Downgraded to A1 from Aa3

  -- OSO Senior Unsecured OSO Rating, Downgraded to A1 from Aa3

-- Senior Unsecured Deposit Note/Takedown, Downgraded to A1
   from Aa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of (P)A1 to A1 from a range of (P)Aa3 to Aa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A1
     from Aa3

  -- Senior Unsecured Deposit Rating, Downgraded to A1 from Aa3

Issuer: Citibank, N.A. (Auckland Branch)

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A1
     from Aa3

Issuer: Citibank, N.A. (London Branch)

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A1
     from Aa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A1
     from Aa3

Issuer: Citibank, N.A. (Sydney Branch)

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A1
     from Aa3

Issuer: Citicorp

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa1 to A3 from a range of A3 to A2

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)A3 from a range of (P)Baa3 to (P)A2

  -- Preferred Stock Preferred Stock, Downgraded to Ca from Baa3

-- Subordinate Medium-Term Note Program, Downgraded to Baa1
   from A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A3
     from A2

Issuer: Citicorp Capital I

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital I

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital II

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital III

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital IV

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital IX

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital V

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital VI

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital VII

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital VIII

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital X

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital XI

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital XII

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital XIII

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)A3

Issuer: Citigroup Capital XIV

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XIX

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XV

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XVI

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XVII

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XVIII

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XX

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Capital XXI

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Citigroup Finance Canada Inc

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A3
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: Citigroup Funding, Inc.

  -- Issuer Rating, Downgraded to A3 from A2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa1 to A3 from a range of A3 to A2

-- Multiple Seniority Shelf, Downgraded to a range of (P)Baa1
   to (P)A3 from a range of (P)A3 to (P)A2

-- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
   A3 from A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A3
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: Citigroup Global Markets Holdings Inc.

  -- Issuer Rating, Downgraded to A3 from A2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa1 to A3 from a range of A3 to A2

-- Multiple Seniority Shelf, Downgraded to a range of (P)Baa1
   to (P)A3 from a range of (P)A3 to (P)A2

  -- Preferred Stock Preferred Stock, Downgraded to Ca from Baa3

-- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
   A3 from A2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A3
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

  -- Senior Unsecured Shelf, Downgraded to (P)A3 from (P)A2

Issuer: Citigroup Global Mkts Deutsch. AG&Co

  -- Senior Unsecured Deposit Rating, Downgraded to A2 from A1

Issuer: Citigroup Inc.

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa1 to A3 from a range of A3 to A2

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
      (P)A3 from a range of (P)Baa3 to (P)A2

  -- Preferred Stock Preferred Stock, Downgraded to Ca from Baa3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A3
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: Egg Banking Plc

-- Junior Subordinated Regular Bond/Debenture, Downgraded to
   Ba1 from Baa3

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa1 to A3 from a range of A3 to A2

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: SI Financing Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from A3

Issuer: Source One Mortgage Services Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Issuer: Washington Mutual Finance Corp.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A3
     from A2

Outlook Actions:

Issuer: Associates Corporation of North America

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Associates First Capital Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: CGMH Capital II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: CGMH Capital III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: CGMH Capital IV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: CitiFinancial Credit Company

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: CitiFinancial Europe PLC

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citibank Europe plc

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Citibank International Plc

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Citibank, N.A.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Citibank, N.A. (Auckland Branch)

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citibank, N.A. (London Branch)

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citibank, N.A. (Sydney Branch)

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citicorp

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citicorp Capital I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital IV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital IX

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital V

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital VI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital VII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital VIII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital X

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XIII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XIV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XIX

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XVI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XVII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XVIII

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XX

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Capital XXI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Citigroup Finance Canada Inc

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citigroup Funding, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citigroup Global Markets Holdings Inc.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Citigroup Global Markets Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Citigroup Global Mkts Deutsch. AG&Co

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Citigroup Inc.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Egg Banking Plc

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: SI Financing Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Source One Mortgage Services Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Washington Mutual Finance Corp.

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: CitiFinancial Europe PLC

-- Multiple Seniority Medium-Term Note Program, Confirmed at
   P-1

Issuer: Citibank Europe plc

  -- Bank Financial Strength Rating, Confirmed at C-

Issuer: Citibank International Plc

  -- Bank Financial Strength Rating, Confirmed at C-

Issuer: Citibank, N.A.

  -- Bank Financial Strength Rating, Confirmed at C-

Issuer: Citigroup Funding, Inc.

  -- Issuer Rating, Confirmed at P-1

  -- Senior Unsecured Commercial Paper, Confirmed at P-1

Issuer: Citigroup Global Markets Holdings Inc.

-- Multiple Seniority Medium-Term Note Program, Confirmed at
   P-1

Issuer: Citigroup Global Markets Inc.

  -- Commercial Paper, Confirmed at P-1

Issuer: Citigroup Global Mkts Deutsch. AG&Co

  -- Bank Financial Strength Rating, Confirmed at C-

Issuer: Citigroup Inc.

  -- Commercial Paper, Confirmed at P-1

-- Multiple Seniority Medium-Term Note Program, Confirmed at
   P-1


ENDURANCE GROUP: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: The Endurance Group, LLC
                2301 Camden Avenue
                Parkersburg, WV 26101

Case Number: 09-40053

Involuntary Petition Date: March 3, 2009

Court: Southern District of West Virginia (Parkersburg)

Petitioner's Counsel: Joseph W. Caldwell, Esq.
                      joecaldwell@verizon.net
                      Caldwell & Riffee
                      P.O. Box 4427
                      Charleston, WV 25364-4427
                      Tel: (304) 925-2100
                      Fax: (304) 925-2193

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Eric Karlton Powell            unstated             unstated
P.O. Box 31
Parkersburg, WV 26101


EXTRA ROOM: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Josh Brodesky at Arizona Daily Star reports that Extra Room, Inc.,
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Arizona.

According to Arizona Daily, Extra Room listed almost $18 million
in assets and $13.1 million in liabilities.  Arizona Daily states
that Extra Room's creditors include Bank of America -- owed
$4.7 million for a construction loan -- and Copeland construction,
a contractor which sued Saguaro Ranch for $656,546 in unpaid
bills.

Arizona Daily relates that Extra Room had constructed a custom
home on 4.2 acres of land.  Documents at the Pima County Recorders
office show that Extra Room was issued a few weeks ago a trustee
notice for the property for $4.5 million.  Arizona Daily states
that the notice is one of the first steps in the foreclosure
process.

The list of creditors includes Bank of America, which is owed
$4.7 million for a construction loan and Copeland Construction, a
contractor which sued Saguaro Ranch for $656,546 in unpaid bills.
Efforts to reach Phinny's attorney, Eric Slocum Sparks, who is
traveling for the day, were unsuccessful.

Tucson, Arizona-based Extra Room, Inc., is owned by Stephen
Phinny.  Residents would access the property through a 676-foot
tunnel blasted through a mountain.  The 1,035-acre development is
near West Moore and North Thornydale roads about 20 miles
northwest of Downtown Tucson.  Lot prices started in excess of
$1 million, with homes averaging $3.5 million.

The Company filed for Chapter 11 bankruptcy protection on March 3,
2009 (Bankr. D. Ariz. Case No. 09-03694).  Eric Slocum Sparks,
Esq., at Eric Slocum Sparks PC assists the Company in its
restructuring effort.  The Company listed $10 million to
$50 million in assets and $10 million to $50 million in
liabilities.


FEATHERSTON HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Featherston Homes, Inc.
        9572 Longmont
        Houston, TX 77063-1027

Bankruptcy Case No.: 09-31427

Type of Business: The company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: March 2, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Ste. 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  Email: b.m.rogers@att.net

Estimated Assets: $2,281,050

Estimated Debts: $2,243,391

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

The petition was signed by Harry Featherston, President of the
company.


FERNANDEZ-GARZA FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Fernandez-Garza Family Limited Partnership
        707 West Park Avenue
        Pharr, TX 78577

Bankruptcy Case No.: 09-70185

Chapter 11 Petition Date: March 2, 2009

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

Debtor's Counsel: Richard O. Habermann, Esq.
                  Attorney at Law
                  1418 Beech Ave,, Ste. 132
                  McAllen, TX 78501
                  Tel: (956) 687-2920
                  Fax : 956-668-1923
                  Email: rhabermann@hotmail.com

Total Assets: $7,477,200

Total Debts: $3,060,000

The Debtor's largest unsecured creditor is the Law Office of
Richard O. Habermann, for attorney's fees for $10,000.

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

The petition was signed by Caroline Fernandez, a Partner at the
company.


FINANCIAL GUARANTY: S&P Corrects Rating on New Orleans Bonds to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its underlying rating
and outlook on New Orleans Sewerage and Water Board, Lousiana's
water revenue bonds series 2002 to 'B/Stable' from 'BB/Negative'.
The bonds are insured by Financial Guaranty Insurance Company
(CCC/Negative).  Under S&P's criteria, the issue credit rating on
a fully credit-enhanced bond is the higher of the rating on the
credit enhancer and the SPUR.  Here, the SPUR is 'B', and the
rating on FGIC is 'CCC', which S&P lowered from 'BB' on Nov. 24,
2008.  S&P inadvertently did not lower the rating of the bonds to
'B' when S&P lowered FGIC's rating.


FITNESS HOLDINGS: Can Use Cash Collateral Until April 5
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on Feb. 25, 2009, the stipulation for the use of cash
collateral for the weeks ending of March 8, 2009, through April 5,
2009, executed by Fitness Holdings International, Inc., Pacific
Western Bank, the Official Committee of Unsecured Creditors, and
AMCO Distribution Services, Inc., exclusively to pay the items set
forth in a budget.

A hearing regarding the Debtor's continued use of cash collateral
will be held on March 30, 2009, at 2:00 p.m.

                    About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc. is a
retailer of fitness equipment for home use.  It operated 111
retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The Company listed assets of $10 million to
$50 million, and the same range of debts.


FITNESS HOLDINGS: Wants Store Closing Sales at 41 Locations
-----------------------------------------------------------
Fitness Holdings International, Inc., asks the U.S. Bankruptcy
Court for the Central District of California for authority to
conduct store closing sales at 41 additional unprofitable
locations.  The merchandise sold at the Store Closing Sales will
be free and clear of all liens, encumbrances and other interests,
with such interests attaching to the net sales proceeds.

This the Debtor's fourth motion for authority to conduct Store
Closing Sales.  The Court previously granted the Debtor permission
to conduct Store Closing Sales in 54 of its unprofitable store
locations.

The Debtor anticipates that the Store Closing Sales will be
completed by May 31, 2009.

A full-text copy of the Guidelines for Store Closing Sales, filed
as Exhibit 1 to the Debtor's Fourth Motion, is available at:

http://bankrupt.com/misc/FitnessHoldings.ClosingSales4thMotion.pdf

                      About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc. is a
retailer of fitness equipment for home use.  As of the petition
date, it operated 111 retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C.D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
Marcus Tompkins, Esq., and Tamar Kouyoumjian, Esq., at
SulmeyerKupetz, A Professional Corporation, represent the company
in its restructuring efforts.  Henkie F. Barron, Esq., at Winston
& Strawn LLP, represents the Official Committee of Unsecured
Creditors as counsel.  The company listed assets of $10 million to
$50 million, and the same range of debts.


FORD MOTOR: S&P Downgrades Corporate Credit Rating to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services said it has 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.

The downgrades on Ford follow the company's announcement of a debt
restructuring, which S&P considers to be a distressed exchange
and, as such, tantamount to a default under S&P's criteria.  Under
the plan, Ford Credit will make a $1.3 billion cash tender offer
for Ford's senior unsecured debt and a
$500 million cash tender offer for Ford's senior secured term
loan.  Ford will offer a combination of equity and cash to holders
of the company's 4.25% senior convertible notes due 2036.  Ford
indicated that all debt acquired by Ford Credit through the tender
offers will be retired.  In addition, Ford said it intends to
defer future interest payments on the 6.5% convertible trust
preferred securities issued by Ford Motor Co. Capital Trust II.

S&P's downgrades do not reflect an increase in Ford's risk of
bankruptcy in S&P's view -- although, as S&P has noted previously,
S&P believes the risk will remain high for all three Michigan-
based automakers for 2009 and 2010 because of the dismal state of
industry demand and other industry problems, such as the potential
for supplier failures.  (In fact, Ford's debt restructuring, if
successful, would reduce debt and cash interest expense and, in
S&P's view, would lead to a modest decrease in the risk of a near-
term default.)  S&P's downgrades are based on the financial
pressure that Ford is under to reduce its debt by retiring debt
for less than originally contracted.  Similarly, investors'
potential willingness to accept a substantial discount to
contractual terms suggests to us that they have significant doubts
about receiving full payment on obligations.

S&P expects the differential between the issuer credit ratings on
Ford and Ford Credit to be temporary because S&P still considers
Ford Credit's default risk to be indistinguishable from that of
its parent, in accordance with S&P's criteria on captive finance
subsidiaries.  Ford Credit is using up to $1.8 billion of its cash
to facilitate the debt restructuring, which S&P believes
underscores S&P's view of the two entities as a single enterprise
with close financial and business ties.

Under terms of the tender offers, the total cash consideration
paid to most unsecured debtholders would be about 30% of par for
those who tender their notes by March 19, 2009, or 27% for those
who tender after that date.  Senior secured term loan holders
would receive between 38% and 47% of par, depending on the outcome
of a Dutch auction tender offer.  Holders of convertible notes
would receive $80 in cash plus nearly 109 shares of Ford common
stock for every $1,000 of principal. Ford plans to complete the
exchange offers by April 3, 2009.

The outlook is negative.  If the offers are completed as planned,
S&P would lower the corporate credit rating to 'SD' (selective
default) and lower the exchanged issue ratings to 'D'.  S&P would
then, shortly thereafter, assign a new corporate credit rating on
Ford based on S&P's assessment of the company's new capital
structure and liquidity profile, while taking into account its
business prospects and other relevant rating considerations,
including the effect of any assistance the U.S. government
provides.  Ford is not seeking government loans but has requested
a standby credit line of up to $9 billion to protect its liquidity
against further market deterioration.

S&P's preliminary expectation is that, even with the substantial
debt reduction, the corporate credit rating would likely not rise
above the 'CCC' category immediately following the consummation of
a debt exchange.  S&P recognizes that the postexchange capital
structure could result in substantially lower debt and interest
costs.  However, S&P believes many fundamental business risks
would remain unchanged for at least the rest of 2009 and perhaps
longer, most notably the company's exposure to deteriorating
vehicle demand globally, but also the substantial execution risk
of the company's ongoing restructuring and repositioning.

S&P could lower the ratings on Ford Credit and FCE Bank following
completion of the exchange offers if S&P's assessment of Ford
leads us to assign a corporate credit rating of 'CCC' or lower.
Given S&P's view of Ford Credit as a captive finance subsidiary,
S&P would expect to re-establish the equalization of Ford Credit's
counterparty credit rating with Ford's corporate credit rating.
S&P currently also expects to maintain the one-notch rating
enhancement on FCE Bank from its parent, Ford Credit, which
reflects FCE's solid capitalization, regulated status, and ability
to access independent asset-backed funding.


FONTAINEBLEAU LAS VEGAS: Moody's Downgrades Corp. Rating to Caa3
----------------------------------------------------------------
Moody's Investors Service downgraded Fontainebleau Las Vegas
Holdings, LLC's Corporate Family rating and Probability of Default
rating to Caa3 from Caa1. Moody's also downgraded FLVH's second
mortgage notes to Ca from Caa3, and Fontainebleau Las Vegas, LLC's
first lien bank facilities to Caa2 from B3.  The rating outlook is
negative.

The downgrade reflects Moody's expectation that Fontainebleau will
be unable to sell a sufficient number of condo-hotels to reduce
construction debt to a serviceable level by the time the resort
opens in late 2009.  This has increased the probability of default
in Moody's view.  "Visitation to Las Vegas and gaming demand in
general continues to drop and is not likely to rebound to any
significant degree in 2010" stated Peggy Holloway, Senior Credit
Officer at Moody's.  "As a result of these adverse market
conditions, peak construction debt will be materially higher than
originally projected and earnings are likely to be substantially
below initial expectations.  Thus, the company's ability to meet
its debt service burden once the project opens is in jeopardy."

It is also not known if a subsidiary of FLVH's parent
(Fontainebleau Resorts, LLC) has resolved a potential funding
shortfall for the retail component of the project.  A portion of
the retail financing is dedicated towards shared construction
costs with the Fontainebleau Las Vegas project.  A Lehman Brothers
affiliate, currently in bankruptcy, is a large lender under the
credit facilities supporting construction of Fontainebleau's
retail credit facilities.  A failure to fund the retail loan could
ultimately result in a default under the credit facilities
supporting construction of Fontainebleau.

Although the company appears to have sufficient liquidity to
complete the project, the rating outlook is negative reflecting
the high risk that the company will either need to pursue a
distressed exchange or could default on its debt obligations if
demand for condo-hotels and visitation to Las Vegas does not
materially improve.

Ratings downgraded:

Fontainebleau Las Vegas Holdings, LLC

  -- Corporate Family rating to Caa3 from Caa1

  -- Probability of Default rating to Caa3 from Caa1

  -- Second mortgage notes to Ca (LGD 5, 89%) from Caa3 (LGD 5,
     89%)

  -- Outlook: Negative

Fontainebleau Las Vegas LLC (co-issuer: Fontainebleau Las Vegas
II, LLC)

  -- Senior secured and guaranteed revolving credit facility to
     Caa2 (LGD 3, 36%) from B3 (LGD 3, 36%)

  -- Senior secured and guaranteed delayed draw term loan to Caa2
     (LGD 3, 36%) from B3 (LGD 3, 36%)

  -- Outlook: Negative

Moody's latest rating action on Fontainebleau was on November 6,
2008, when Fontainebleau Las Vegas Holdings, LLC's Corporate
Family rating and Probability of Default rating was downgraded to
Caa1 and FLVH's second mortgage notes were lowered to Caa3.  At
the same time, Fontainebleau Las Vegas, LLC's and co-issuer
Fontainebleau Las Vegas II, LLC's first lien bank facilities were
lowered to B3 from B1.

Fontainebleau Las Vegas Holdings, LLC and its direct wholly owned
subsidiary, Fontainebleau Las Vegas, LLC is constructing a luxury
resort, Fontainebleu Las Vegas, on the northern end of the Las
Vegas Strip.


FORD MOTOR: Sr. Notes Offering Won't Affect Fitch's 'CCC' Rating
----------------------------------------------------------------
Ford Motor Co's offer to repurchase or convert certain senior
unsecured notes, convertible notes and senior secured term loan
securities does not affect the current Issuer Default Rating of
'CCC', according to Fitch Ratings.  If the transactions are
completed, Fitch would view the exchange as a mild positive to the
company's credit profile.

Interest expense savings are expected to be moderate, but will
create more material savings when combined with potential cost
savings from a new labor agreement and benefits from the
restructured financing of the VEBA agreement.  Ford's ability to
capitalize on its remaining market capitalization, through heavy
dilution of common shareholders, has moderated the still-extensive
damage to the company's balance sheet and the steep decline in
liquidity.

The exchange offer is not considered coercive under Fitch's
methodology, as participation by securities holders is viewed as
voluntary, and investors would be no worse off at this time by
declining to participate in the offers.  However, the
tender/conversion offers and agreement with the UAW are clearly an
effort to precede the more difficult discussions required at
General Motors and Chrysler.  Ford states in a release that "the
operating and VEBA-related agreements would be conditioned on Ford
pursuing restructuring actions with other stakeholders, including
meaningful debt reduction over time consistent with requirements
applicable to its domestic competitors under their government-
sponsored restructurings".  As a result, Fitch's view could change
if this or alternative debt exchange offers over time do not take
place and a coercive debt exchange were subsequently undertaken in
order to achieve required concessions from the UAW on wage,
benefit or VEBA funding, or to obtain financial support from the
federal government.  If the tender/conversions are completed as
contemplated, Ford could solidify potential access to the
government standby facility it is seeking, although it is unclear
whether these steps are currently required by the government.

Fitch will review the results of the offers, but currently
anticipates that no action on the IDR will take place.  The
potential reduction in senior unsecured debt is also unlikely to
result in any changes to the Recovery Ratings at Ford, as all
unsecured debt is currently expected to have minimal recoveries.
Fitch will review the recovery ratings at Ford Credit once the
results of the offers are known.

The Rating Outlook remains Negative, indicating that Fitch could
still take a rating action on the IDR as a result of sharply
deteriorating market conditions and declining liquidity.  Ford is
projected by Fitch to have minimal excess liquidity over the next
several years, and stabilization of U.S. demand over the next 12
months along with continued execution on its restructuring and
product plans will be required in order to avoid default.  The
risk of a bankruptcy resulting from a collapse of the supply chain
or the bankruptcy of General Motors remains high.


FRED LEIGHTON: Sues Former Martha Stewart Stockbroker for Salary
----------------------------------------------------------------
Bloomberg's Tiffany Kary reports that Fred Leighton Holding Inc.,
the bankrupt jeweler owned by Ralph O. Esmerian, sued Peter
Bacanovic, Martha Stewart's former stockbroker, to recover
$445,000 in pay the Company said he didn't deserve.

Mr. Bacanovic, a former Merrill Lynch & Co. broker, according to
the report, was sentenced to five months in prison for his role in
the 2001 Martha Stewart scandal.  The U.S. Securities and Exchange
Commission accused Mr. Bacanovic of tipping Stewart that ImClone
Systems Inc. Chief Executive Officer Sam Waksal and his daughter
were selling their stock in the drugmaker.

Fred Leighton hired Mr. Bacanovic in January 2008 to serve as
president for $400,000 a year, with a $100,000 bonus due on Feb.
28 of this year, said Bloomberg. Lawyers for the company wrote,
"At best, Mr. Bacanovic functioned as only a project executive for
the construction of Fred Leighton's Beverly Hills store. Even if
Bacanovic had fulfilled his duties, the pay would be "excessive"
for a company of Fred Leighton's size and therefore recoverable
for creditors".

                        About Fred Leighton

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on April 15, 2008 (Bankr. S.D.N.Y., Case
No. 08-11363).  Joshua Joseph Angel, Esq., and Frederick E.
Schmidt, Esq., at Herrick, Feinstein LLP, in New York, represent
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in these cases.  The Committee's counsels are
Michael Z. Brownstein, Esq., and Rocco A. Cavaliere, Esq., at
Blank Rome LLP.  No trustee or examiner has been appointed in the
cases.  The Debtors listed total assets of $128,551,467 and total
liabilities of $134,814,367 in their schedules.


GENERAL GROWTH: T. D'Alesandro Resigns from Post
------------------------------------------------
General Growth Properties Inc. said yesterday that Thomas
D'Alesandro resigned as Senior Vice President of Development
effective February 27, 2009.

General Growth Properties on February 23, said that it posted
$965,000 in net loss on $900.8 million in total revenues for the
three months ended December 31, 2008, compared to $58.7 million in
net income on $928.6 million in total revenues for the same period
in 2007.  General Growth's numbers missed analysts' estimates,
according to Daniel Taub at Bloomberg News.

General Growth said in its fourth quarter 2008 report it is
primarily focused on its near and intermediate term loan
maturities.  "The refinancing market remains at a standstill.  We
are considering all strategic alternatives and are continuing our
discussions with our lenders.  In addition, we have suspended our
cash dividend, halted or slowed nearly all of our development and
redevelopment projects, systematically engaged in certain cost
reduction or efficiency programs, reduced our workforce by over
20% and sold certain non-mall assets," General Growth said.

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

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

                       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: Receives Mall Bids of Almost $400 Million
---------------------------------------------------------
General Growth Properties Inc. received offers of almost $400
million for properties including Boston's Faneuil Hall and New
York's South Street Seaport, Daniel Taub at Bloomberg reports,
citing a person familiar with the matter.

General Growth is negotiating with lenders and selling real estate
to remain solvent.  The Company said it has $1.18 billion in past-
due debt, and warned again it may be forced into bankruptcy.  The
Company has cut its workforce by 20%, suspended payment of its
cash dividend, and halted or slowed development and redevelopment
projects, Bloomberg said.

Bloomberg relates that the No. 2 U.S. shopping-mall owner, General
Growth, put the two properties and Harborplace & the Gallery in
Baltimore up for sale in December.  More than 10 bids were
received and General Growth may sell the properties individually
or as a package with offers of almost $400 million for all three,
said the person, who asked not to be identified because the sales
aren't public.

General Growth is likely to choose a buyer for Faneuil Hall, South
Street Seaport and Harborplace & the Gallery in the next several
weeks, the person familiar with the sale said. The person wouldn't
identify the bidders, which included private groups, buyers from
overseas and real-estate developers. The highest bids total almost
$400 million for all three properties, the source adds.

General Growth spokesman Tim Goebel, according to Bloomberg,
declined to comment but added, "We haven't given interim updates
on the asset-sales progress.  When we have something to announce,
we'll announce it."

Dan Fasulo, managing director of Real Capital Analytics Inc., a
New York-based property-research firm, as mentioned in the report
says, "The three properties, acquired when General Growth
purchased Rouse Co. for $11.3 billion in 2004, are "unique assets"
that likely will be sold to a buyer experienced in running
"operator-heavy properties".  You're not going to get a novice
coming in here and trying to get these to work.  You need someone
who has some experience running a lifestyle-type asset.  There
will be a finite number of people looking at these".

                       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'.


FRONTIER AIRLINES: Republic Airways Offers $40-Mil. in DIP Loan
---------------------------------------------------------------
Frontier Airlines Holdings, Inc. received a firm commitment for
$40 million in post-petition debtor-in-possession financing from
Republic Airways Holdings, Inc., an airline holding company based
in Indianapolis, Ind.  The DIP facility is subject to bankruptcy
court approval and other pre-closing conditions.

"Since filing for Chapter 11 protection, we have lowered our unit
costs, right-sized the operation to adjust for a challenging
economic climate, improved our unit revenue performance and
customer product satisfaction with the introduction of AirFairs
and maintained sufficient liquidity to execute upon our business
plan," said Sean Menke, Frontier President and Chief Executive
Officer. "This financing commitment is a tremendous vote of
confidence in the Company's plan and validates our employees'
significant efforts during the restructuring. This new DIP
facility refinances the existing DIP loan that matures in April
2009, increases the available financing compared to the expiring
DIP loan and preserves our financial stability as we seek a plan
sponsor to emerge from bankruptcy later this year."

Upon court approval, Republic will provide immediate funding of
$40 million to refinance the expiring DIP facility and to support
Frontier's additional working capital needs. Furthermore, as a
condition to the loan, Frontier has agreed to allow Republic a
stipulated damage claim in the amount of $150 million.

"The employees and management team at Frontier deserve a lot of
respect for their comprehensive efforts to restructure their
airline amid very difficult economic circumstances," said Republic
President and Chief Executive Officer Bryan Bedford. "We believe
Frontier is on the right path to emerge from bankruptcy this
summer as a very efficient, low-cost airline."

Frontier and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 10, 2008. The Company received a total of $30 million in DIP
funding from Republic as well as Credit Suisse Securities and AQR
Capital in August 2008. The Company will retire that debt by the
end of March.

               About Republic Airways Holdings, Inc.

Republic Airways Holdings, based in Indianapolis, Indiana is an
airline holding company that owns Chautauqua Airlines, Republic
Airlines and Shuttle America. The airlines offer scheduled
passenger service on approximately 1,200 flights daily to 99
cities in 34 states, Canada, Mexico and Jamaica through airline
services agreements with six U.S. airlines. All of the airlines'
flights are operated under their airline partner brand, such as
AmericanConnection, Continental Express, Delta Connection, Midwest
Connect, United Express and US Airways Express. The airlines
currently employ approximately 4,400 aviation professionals and
operate 235 regional jets.


GENERAL MOTORS: Deloitte Raises Going Concern Doubt
---------------------------------------------------
Deloitte & Touche LLP, which General Motors Corp.'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.

GM said, when it released its preliminary results on February 26,
that it expect its auditor to issue a substantial doubt notice in
light of its results for year 2008.

Deloitte has issued an opinion on GM's consolidated financial
statements that states that the consolidated financial statements
were prepared assuming the Company will continue as a going
concern and further states that the Company's recurring losses
from operations, stockholders' deficit and failure to generate
sufficient cash flow to meet the Company's obligations and sustain
the its operations raise substantial doubt about the its ability
to continue as a going concern.  GM's future is dependent on the
Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S.  Bankruptcy Code.

For the year ended December 31, 2008, GM posted a net loss of
$30,860,000,000.

As of December 31, 2008, GM reported $91,047,000,000 in total
assets, $176,387,000,000 in total liabilities, and $86,154,000,000
in stockholders' deficit.

More information on GM's results for the full year ended
December 31, 2008, is available at:

             http://ResearchArchives.com/t/s?3a1e

GM's business, the success of the Company's Viability Plan, and
the Company's ability to continue as a going concern are highly
dependent on sales volume.  In 2008, global vehicle sales declined
rapidly and there is no assurance that the global automobile
market will recover or that it will not suffer a significant
further downturn.  Vehicle sales in the United States have fallen
40% since their peak in 2007, and sales globally have declined
23.5% since their peak in January 2008.  GM reported 8,356 in
sales for the year ended December 31, 2008.  GM's business and
financial results are highly sensitive to sales volume, as
demonstrated by the effect of sharp declines in vehicle sales in
the United States since 2007 and globally during 2008.

The deteriorating economic and market conditions that have driven
the drop in vehicle sales, including declines in real estate
values and household incomes, rising unemployment, tightened
credit markets, weakened consumer confidence and volatility in oil
prices, are not likely to improve during 2009 and may continue
past that year.  The Company's Viability Plan is based on
assumptions that vehicle sales will decline further in 2009 but
that they will begin to recover in 2010.  Sales volumes may
decline more severely or take longer to recover than the Company
expect, however, and if they do, the Company's results of
operations and financial condition and the success of the
Viability Plan will be materially adversely affected.

The success of the Company's Viability Plan and the Company's
ability to continue as a going concern depends on the Company's
compliance with the terms of the UST Loan Agreement, and on the
availability of additional financing from the United States and
certain foreign governments.

The terms of the UST Loan Agreement require us to submit a written
certification and report detailing the Company's progress in
implementing the Company's Viability Plan on or before
March 31, 2009.  This report must identify and explain any
deviations from the restructuring targets contained within the UST
Loan Agreement and explain why such deviations do not jeopardize
the Company's long-term viability.  The report must also include
evidence that: (1) the labor modifications described in "MD&A -
Recent Developments" have been approved by the unions and ratified
by their membership, (2) all necessary approvals for the voluntary
employee beneficiary association (VEBA) modifications (other than
regulatory and judicial approvals) described in "MD&A -- Recent
Developments" have been received; and (3) the exchange offer
described below in "MD&A -- Recent Developments" has commenced.
Under the terms of the UST Loan Agreement, unless the Company
receives certification under the UST Loan Agreement that the
Company has complied with the requirements of the agreements, the
maturity of the UST Loan, which totals $13.4 billion at February
28, 2009, will accelerate and become due and payable.

If the maturity of the loans under the UST Loan Facility is
accelerated, the Company does not currently have means to repay or
refinance the amounts that would be due and payable.  If the
Company failed to repay the amounts due under the agreement, an
event of default would occur, which would permit the UST to
exercise its remedies under the agreement, including foreclosing
on the collateral pledged to secure the Company's obligations
under the agreement.  These circumstances would trigger events of
defaults in certain of the Company's other significant agreements,
potentially requiring us to seek relief through a filing under the
U.S. Bankruptcy Code.

GM also continues to actively market certain assets for sale
including its HUMMER brand, its AC Delco business and a
transmission facility in Strasbourg, France.  However, current
global economic conditions and the lack of available credit are
making it difficult to complete these transactions and it is
possible that the Company will not receive the net proceeds as
contemplated in the Viability Plan.

Successful completion of the Viability Plan will require
significant cash payments related to restructuring, dealer and
brand rationalization and employee headcount and capacity
rationalization.  The Company currently estimates that those cash
requirements are $3.5 billion in 2009 and an additional
$2.3 billion through 2014.  Successful completion of the Viability
Plan is also dependent on the Company's ability to continue to
procure parts from Delphi and that GMAC continues to provide
financing to the Company's dealers and customers.

If GM fails in obtaining the additional funding necessary to
execute its restructuring plan as provided for in the Viability
Plan, it would be required to take additional actions to continue
operations.  However, there can be no assurance that these
actions, such as further reductions in productive capacity, hourly
and salaried headcount, employee compensation and benefits, or
capital expenditures and engineering spending would be sufficient
to prevent the need for us to potentially seek relief through a
filing under the bankruptcy laws in the United States and other
jurisdictions.

GM's liquidity plans are subject to a number of risks and
uncertainties, including those described in "Risk Factors," some
of which are outside the Company's control.  If the UST should not
approve the Company's Viability Plan, outstanding amounts under
the UST Loan Agreement, currently $13.4 billion (plus an
additional UST note of $0.7 billion and a UST GMAC Loan of
$0.9 million), would become due and payable within 30 days.  If
that were to occur, the Company would be unable to repay amounts
outstanding under the UST Loan Facility or other indebtedness as
they come due, which would cause the Company to default.  GM would
then be forced to seek waivers of any defaults or covenant
breaches on the Company's indebtedness or obligations or arrange
for substitute financing, or potentially to seek relief through a
filing under the U.S. Bankruptcy Code.  Even then, there can be no
assurances that the Company would be able to procure financing to
continue operations in bankruptcy.  The Company believes that only
the U.S. government could provide such financing, directly or
indirectly through guarantees.  There is no assurance that the
Company could secure a waiver in such circumstances or that the
Company would not incur significant costs in doing so.
Additionally, the Company has significant obligations that include
cross-default provisions that could be triggered by a failure to
comply with certain significant credit agreements.

GM's $4.5 billion secured revolving credit facility, $1.5 billion
U.S. term loan and a $125 million inventory financing facility
contain covenants making the debt thereunder callable by the
lenders in the event that the Company's independent auditors
include a paragraph in their report expressing substantial doubt
about the Company's ability to continue as a going concern.  GM
has obtained waivers from the lenders, waiving their right to call
the loans in connection with the report by the Company's auditors
dated March 4, 2009, containing such a paragraph.  However, the
waivers provide that the loans would be callable in the event that
the UST does not approve the Viability Plan and the UST Loan
becomes due and payable.

GM is confident in its ability to execute those operating actions
that are substantially within the Company's control, including
reductions in productive capacity, hourly and salaried headcount,
brands, nameplates, dealers, and other spending and working
capital improvements.  The success of the Company's Viability
Plan, however, necessarily depends on global economic conditions
and the level of automotive sales, particularly in the United
States and Western Europe.  The Company's Viability Plan also
assumes that the Company will not be required to provide
additional financial support to Delphi or GMAC beyond the levels
included in the Viability Plan and that the Company's trade
suppliers will continue to conduct business with us on terms
consistent with historical practice.  The Company's suppliers
might respond to an apparent weakening of the Company's liquidity
position and to address their own liquidity needs by requesting
faster payment of invoices or other assurances.  If this were to
happen, the Company's need for cash would be intensified and the
Company might be unable to make payments to the Company's
suppliers as they become due.  GM believes supplier liquidity
issues could potentially arise as soon as March 2009, as suppliers
restart operations after a period of limited production in January
and February 2009.  These suppliers may also experience
difficulties renewing their credit lines and facilities due to the
tightened credit markets and their exposure to the automotive
industry, including us.  These suppliers may also receive going
concern opinions from their auditors, which could put them in
default of their own credit facilities.  To address the risk that
suppliers may not be able to obtain adequate liquidity to continue
to supply parts to GM, the Company has proposed that the UST
create a credit insurance program, or a government sponsored
factoring program for the Company's and other automotive
manufacturers' receivables.  The Company estimates that its direct
material and logistics suppliers could be eligible for up to $4.5
billion in receivables insurance through 2011 for such a program.

Even if GM successfully implements the planned operating actions
in the Viability Plan that are substantially within the Company's
control, the Company's estimated liquidity will be inadequate
unless the Company:

     -- receives significant additional government funding,
        economic, and automotive industry conditions
        significantly improve,

     -- receives substantial proceeds from asset sales,

     -- gains access to capital markets and other private sources
        of funding, or

     -- takes more aggressive working capital initiatives, or
        some combination of the foregoing.

GM is actively pursuing all of these possible sources of funding,
but there can be no assurance that they will supply funds in
amounts and timing sufficient to meet the Company's liquidity
requirements through 2009 and later periods.

                       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.


GETRAG TRANSMISSION: Has Obligations to Tipton, Says Chrysler
-------------------------------------------------------------
Tipton County, Indiana, is asking Chrysler LLC to return $5.5
million dollars in bonds the county issued to build a transmission
manufacturing plant, Detroit News reoprted.

According to the report, officials have also asked Chrysler to
honor its commitment to reimburse Tipton County at least $4.5
million for amounts owed to third parties as a result of the
project.

The requests for payment are a result of the bankruptcy of Getrag
Transmission Manufacturing LLC, litigation between Getrag and
Chrysler, and the apparent termination of the manufacturing
facility project in Tipton County, Alisa Priddle of Detroit news
reported.

In a statement, Chrysler said the transmission plant was to be
owned and operated by Getrag and Chrysler was to buy the new-
generation dual-clutch transmission built there.  Chrysler has
since negotiated a potential alliance with Fiat SpA that includes
having Fiat supply the Auburn Hills carmaker with dual-clutch
transmissions.

"It is Getrag that abandoned the construction of the transmission
plant, not Chrysler.  In addition, the various contractors,
subcontractors and suppliers were all employed directly or
indirectly by Getrag, not Chrysler," the Chrysler statement adds.

As reported by the TCR on Feb. 24, the U.S. Bankruptcy Court for
the Eastern district of Michigan approved procedures for the
resolution of all lien claims against GETRAG Transmission's
manufacturing facility under construction in Tipton, Indiana.
Any Project Party wanting to assert a claim or liens against
GETRAG, the Project's general contractor, Walbridge Aldinger
Company, another Project Party in connection with the Project, or
against the project itself (but not against Chrysler or any other
entity which is not a Project Party), for payment relating to the
Project must serve a Project Demand on the Debtor, Walbridge, and
the Official Committee of Unsecured Creditors no later than
March 23, 2009.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.


GETRAG TRANSMISSION: Tipton Will Ask Court for Return of Bonds
--------------------------------------------------------------
IndyStar.com reports that the Tipton county will ask the
bankruptcy court in Detroit to force Getrag Transmission
Manufacturing, LLC, to return $11 million in bonds.

IndyStar.com relates that Chrysler Chrysler LLC and Getrag
Transmission Manufacturing, LLC, entered into a joint venture two
years ago to build a transmission plant at U.S. 31 and Ind. 28 in
Tipton.  Getrag Transmission had agreed to build the plant, while
Chrysler would equip it and provide most of the 1,200 workers,
says the report.

A conflict between the two companies stopped the project,
IndyStar.com states.  According to IndyStar.com, a disagreement
over the number and price of transmissions produced at the plant
disrupted construction for 10 weeks before Christmas 2007, and
when work resumed on February 25, 2008, contractors started paying
a lot of overtime to catch up.  IndyStar.com relates that the
county issued $11 million in bonds, split evenly between Chrysler
and Getrag Transmission, on September 16, 2008.  IndyStar.com says
that Chrysler told Getrag Transmission on September 17 that the
project's financing was in doubt.

According to IndyStar.com, the county is trying to recover more
than $15.5 million in incentives.  The report says that the
state's out almost $9 million, and that contractors are owed about
$44 million.  "Tipton County worked feverishly to have the
utilities and roads ready and has invested nearly $16 million as
promised.  Now the commissioners just want Chrysler to do the
right thing," the report quoted Richard Hall, the Barnes &
Thornburg attorney representing the county, as saying.

Citing Stelko Electric general manager Scott Becker, IndyStar.com
states that the construction debts rippled across Central Indiana
and imperil "five or six" companies.  According to the report, Mr.
Stelko Electric did work in the plant's powerhouse and logistics
area and has a $4.5 million lien against Chrysler and Getrag
Transmission for nonpayment in a $10 million contract.  The report
states that several subcontractors have liens against Stelko
Electric because they weren't paid.  The report, citing Mr.
Becker, says that Stelko Electric paid about $1 million in
overtime and other costs to keep up.  Mr. Becker pulled out his
110 workers from the project when the July payment was received in
October 2008, the report states.

IndyStar.com states that Chrysler executive vice president Frank
Ewasyshyn wrote to the commissioners last week, saying that the
Company is "sympathetic to the impact . . . resulting from the
current status of the Getrag Transmission Plant.  It is in that
bankruptcy action where the various claims between Chrysler and
Getrag are pending, as well as the numerous claims by contractors,
subcontractors and suppliers."

Locals, according to IndyStar.com, said that this could have been
avoided, as Getrag Transmission and Chrysler had a contract that
required them to let Tipton County officials know if fail to reach
a financing agreement.

IndyStar.com reports that Chrysler's next bailout might include a
clause that would force the Company to pay back Tipton County.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.


G.I. JOE'S: Seeks BMC Group as Claims and Noticing Agent
--------------------------------------------------------
G.I. Joe's Holding Corporation and G.I. Joe's Inc. ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ BMC Group Inc. as their noticing, claims
processing and administrative agent.

The firm is expected to (i) assist the Debtors, counsel and office
of the clerk with noticing and claims docketing and (ii) assist
Debtors with the compilation, administration, evaluation and
production of documents and information necessary to support a
restructuring effort.  Specifically, the firm will:

   a) prepare and serve those notices required in the
      bankruptcy cases;

   b) receive, record and maintain copies of all proofs of
      claim and proofs of interest filed in the bankruptcy
      cases;

   c) create and maintain the official claims register(s);

   d) receive and record all transfers of claims pursuant to
      Bankruptcy Rule 3001(e);

   e) maintain an up-to-date mailing list for all entities
      who have filed proofs of claim and requests for
      notices in the bankruptcy cases;

   f) assist Debtors and Counsel with the administrative
      management, reconciliation and resolution of
      claims;

   g) print, mail and tabulate ballots for purposes of plan
      voting;

   h) assist with the preparation and maintenance of
      Debtors' Schedules of Assets and Liabilities, Statements of
      Financial Affairs and other master lists and databases of
      creditors, assets and liabilities,

   i) assist with the production of reports, exhibits and
      schedules of information for use by the Debtors,
      Counselor to be delivered the Court, the Clerk's
      Office, the U.S. Trustee or third parties;

   j) provide other technical and document management
      services of a similar nature requested by Debtors or
      the Clerk's office;

   k) facilitate or perform distributions, and

   l) assist Debtors with all analyses and collections of
      avoidance actions pursuant to chapter 5 of the
      United States Bankruptcy Code.

The firm will be paid for its services in accordance to the
agreement of services dated Feb. 27, 2009, with the Debtors.

Brad Daniel, direct of the firm's restructuring services, assures
the Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

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


G.I. JOE'S: Want to Access $51 Million Wells Fargo DIP Facility
---------------------------------------------------------------
G.I. Joe's Holding Corporation and G.I. Joe's Inc. ask the
United States Bankruptcy Court for the District of Delaware for
authority to obtain $51,210,577 in senior secured superpriority
financing under the debtor-in-possession financing agreement dated
March 4, 2009, with Wells Fargo Retail Finance LLC, as admin. and
collateral agent for the benefit of the revolving credit lenders.
The DIP facility is consists of a $50,000,000 DIP revolver and a
$1,210,577 capital expenditure term loan.

Moreover, the Debtors also ask the Court for authority to use cash
collateral securing repayment of secured loans to their
prepetition lenders.

                Funding of the Debtors' Operations

According to papers filed with the Court, Wells Fargo made certain
revolving advances and capital expenditure term loans to the
Debtors and issued certain letters of credit under the (i) first
amended and restated loan and security agreement dated
Feb. 1, 2007, as amended, and (ii) all other agreements,
documents, notes, certificates and instruments executed in favor
of senior lenders.

The Debtors said they owe $47,269,149 plus letters of credit of
$108,000 and $1,210,577 term loans plus interest accrued under the
senior financing agreements.  The Debtors said they believe that
the value of their assets on a net orderly liquidation basis
exceeds the outstanding balance of the prepetition senior
facility, net of any claims secured by, prior liens on the their
assets.

In addition, Crystal Capital Fund Management, L.P. and certain
other lenders made certain tranche B term loans to the Debtors
under (i) the loan and security agreement dated Feb. 1, 2007,
as amended, and (b) all other agreements, documents, notes,
certificates, and (ii) instruments executed and delivered in favor
of the term loan B lenders.

As of their bankruptcy filing, the Debtors owe $35,266,366 plus
interest accrued and accruing, costs, expenses, fees including
attorneys' fees and legal expenses under the prepetition loan
agreements.

The salient terms of the DIP financing agreement:

Borrower:         G.I. Joe's, Inc.

Commitment:       A senior revolving credit facility in a
                  committed amount up to $51,210,577.

Borrowing
Availability:     Advances will be provided pursuant to the terms
                  and conditions set forth in the DIP Financing
                  Agreement.

Use of Proceeds:  Proceeds of the DIP facility will be used, in
                  each case in a manner consistent with the terms
                  and conditions of the DIP financing agreement,
                  and in accordance with the budget, solely for:

                  a) working capital and general corporate
                     purposes;

                  b) payment of costs of administration of these
                     Cases, to the extent set forth in the
                     budget;

                  c) upon entry of the Interim order, all pre-
                     petition letters of credit issued under the
                     prepetition financing agreements will be
                     deemed issued under the DIP financing
                     agreement; and

                  d) payment in full of the prepetition senior
                     facility.

Application of
Proceeds:         All net proceeds of the sale or other
                  disposition of the DIP collateral will be
                  applied to:

                  a) payment of any claims secured by permitted
                     prior liens;

                  b) permanently reduce any remaining obligations
                     pursuant to the prepetition senior facility
                     to the extent not the subject of the Roll-Up
                     contemplated under the DIP financing
                     agreement;

                  c) reduce the DIP obligations in accordance
                     with the terms of the DIP financing
                     agreement and the intercreditor agreement;

                  d) the Term Loan B Agent for distribution to
                     the prepetition term loan B secured parties
                     in accordance with the terms of the
                     prepetition term loan B financing agreements
                     and the intercreditor agreement; and

                  e) to the Debtors for distribution to the other
                     creditors of he Debtors and their estates as
                     may be ordered by the Court.

Interest Rate:    A fluctuating rate per annum equal to the Base
                  Rate plus:

                  a) 2.25% for the DIP Revolver; and

                  b) 2.75% for the DIP term loan.

                  "Base Rate" means the highest of (i) the
                  Federal Funds Rate plus 1/2 of 1% (ii) the rate
                  of interest in effect for such day as publicly
                  announced from time to time by Wells Fargo as
                  its "prime rate" and (iii) the LIBOR Rate for
                  an interest period of one month, plus 1%.

Default Rate:     2.00% over the applicable Interest Rate.

Under the agreement, allowed administrative expenses, reasonable
fees of professionals employed by the Debtors must not surpassed
$675,000, any additional amounts for fees and expenses for case
professionals in any supplemental budget carve-out.

The DIP agreement contains customary and appropriate events of
default including conversion of case to a Chapter 7 liquidation
proceedings and appointment of trustee or examiner.

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

A full-text copy of the Debtors' debtor-in-possession financing
agreement is available for free at:

               http://ResearchArchives.com/t/s?3a15

A full-text copy of the Debtors' debtor-in-possession financing
budget is available for free at:

               http://ResearchArchives.com/t/s?3a16

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


G.I. JOE'S: Want More Time to File Schedules and Statements
-----------------------------------------------------------
G.I. Joe's Holding Corporation and G.I. Joe's Inc. ask the
United States Bankruptcy Court for the District of Delaware to
extend the period within which they can file their schedules of
assets and liabilities, and statement of financial affairs.

The Debtors is seeking for an additional 15 days from the initial
filing deadline.

The Debtors tell the Court that several invoices of their
creditors have not yet been received or entered into their
financial systems.  They have not finished compiling the necessary
information to complete the schedules and statements, the Debtor
says.

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


GTS PROPERTY: Files for Chapter 11 in Los Angeles
-------------------------------------------------
GTS Property Portfolios B-3, LLC, filed for Chapter 11 on March 3
before the U.S. Bankruptcy Court for the Central District of
Claim.

The Company's list of largest unsecured creditors contained only
one party, General Electric Corp., but its claim was not
specified.

The Company has tapped Bernard D Bollinger, Jr., at Buchalter
Nemer, as bankruptcy counsel.

In its bare-bones petition, the Company estimated assets and debts
of $100 million.


HARRAH'S ENTERTAINMENT: Cut by Moody's to Caa3 on Default Risk
--------------------------------------------------------------
Moody's Investors Service downgraded Harrah's Entertainment,
Inc.'s Probability of Default Rating and Corporate Family Rating
to Caa3 from Caa1.  Moody's also downgraded several classes of
debt issued by HET's subsidiary, Harrah's Operating Company, Inc.
The rating outlook is negative.

"The downgrade reflects the high probability of default given the
continuing decline in gaming demand across HET's largest markets
(Las Vegas and Atlantic City) that is eroding the company's
liquidity cushion", said Moody's Senior Credit Officer Peggy
Holloway.  Additionally, due to earnings pressure, there is a risk
that HET may need to seek covenant relief in 2009 under its $2.0
billion bank credit facilities.  After consideration of capital
spending and scheduled debt maturities, HET is expected to
generate negative free cash flow in 2009 and in 2010, a period
during which scheduled bond maturities total around $700 million.

A default could include an offer to exchange existing debt for an
amount below par, an event that Moody's would likely consider a
Limited Default.  Even if HET launches such a debt exchange and
reduces absolute debt levels, there is a high probability that
credit metrics will remain weak for the former rating category.
HET has not released 2008 results, however, given the poor
operating environment in the fourth quarter of 2008 and Harrah's
recent draw of remaining availability under its revolving credit
facility, Moody's estimates HET's consolidated debt to EBITDA and
EBITDA/interest is currently around 12.0 times and 1.0 times.
These ratios are calculated using Moody's standard analytic
adjustments.

The SGL-3 rating reflects adequate liquidity over the next four
quarters based on the company's expected negative free cash flow
position offset by sufficient cash balances.

Ratings downgraded

Harrah's Entertainment, Inc.

  -- Probability of Default to Caa3 from Caa1
  -- Corporate Family Rating to Caa3 from Caa1

Harrah's Operating Company, Inc.

  -- Senior secured guaranteed revolving credit facility to Caa1
     (LGD 2, 22%) from B1 (LGD 2, 22%)

  -- Senior secured guaranteed term loans to Caa1 (LGD 2, 22%)
     from B1 (LGD 2, 22%)

  -- Senior unsecured guaranteed notes to Ca (LGD 5, 72%) from
     Caa2 (LGD 5, 72%)

  -- Senior unsecured debt to Ca (LGD 5, 90%) from Caa3 (LGD 5,
     90%)

  -- Senior subordinated notes to Ca (LGD 6, 96%) from Caa3 (LGD
     6, 96%)

Moody's last action on Harrah's took place on January 5, 2009 when
Moody's upgraded Harrah's PDR to Caa1/LD and affirmed the Caa1
CFR.

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos that comprise around 40,000 hotel rooms, three million
square feet of gaming space and two million square fee of
convention center space.  HET generated consolidated revenues of
$10.5 billion for the last twelve months ended September 30, 2008.
Affiliates of Apollo LLC and TPG Capital (the Sponsors) acquired
the company through a $31 billion leverage buy-out in early 2008.

                           *     *     *

According to Bloomberg's Bill Rochelle, Standard & Poor's said
last month that Harrah's is "unlikely to be able to service its
existing capital structure and remain in compliance with its bank
covenant throughout 2009."


HAZARD EXPRESS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hazard Express, Inc.
        P. O. Box 1599
        Hazard, KY 41702

Bankruptcy Case No.: 09-60286

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Dean A. Langdon
                  Jamie L. Harris
                  200 N. Upper St.
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com
                  Email: jharris@wisedel.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/kyeb09-60286.pdf

The petition was signed by H. Edward Chappell, President of the
company.


HOPE DOYLES-MARTIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hope Doyles-Martin
        8679 Thornbrook Terr Pt
        Boyton Beach, FL 33437

Bankruptcy Case No.: 09-13606

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Stan L. Riskin, Esq
                  8000 Peters Rd #A-200
                  Plantation, FL 33324
                  Tel: (954) 473-2200
                  Email: slriskin@aol.com

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

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

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

The petition was signed by Hope Doyles Martin.


HEDRICK ENT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Hedrick ENT, LLC
        dba Stepping Stone Apartments
        7092 Lawson Court
        Highland, CA 92346

Bankruptcy Case No.: 09-50808

Type of Business: Hedrick ENT, LLC is a single-asset real estate
                  debtor.

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax : (210) 342-3633
                  Email: dwgreer@sbcglobal.net

Total Assets: $0.00

Total Debts: $2,606,446.51

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

            http://bankrupt.com/misc/txwb09-50808.pdf

The petition was signed by Thomas M. Hedrick, managing member of
the company.


HORIZON ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Horizon Enterprises, L.L.C.
        32545 B. Golden Lantern Ln., Suite 169
        Dana Point, CA 92629

Bankruptcy Case No.: 09-30413

Type of Business: The Debtor engages in the real estate business.

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Email: budkirk@aol.com

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

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

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

The petition was signed by Kennie Arriola, managing member of the
company.


HSN INC: Moody's Downgrades Corporate Family Rating to 'Ba2'
------------------------------------------------------------
Moody's Investors Service lowered HSN Inc.'s corporate family
rating to Ba2 from Ba1.  Actions on rated debt instruments are
detailed below.  The rating outlook is negative.  The company's
Speculative Grade Liquidity Rating of SGL-2 was affirmed.

The rating action was prompted by the company's weak fourth
quarter 2008 performance, with reported EBITDA declining by 45%.
The sharp decline was most evident in the company's Cornerstone
segment, which primarily comprises its catalog retail business,
where EBITDA was negative, in what is typically this segment's
most profitable quarter.  The HSN television retail segment also
saw negative trends in sales and margins though to a lesser
degree.  In view of this weak performance and Moody's expectation
that economic conditions will remain challenging, Moody's do not
expect HSN to maintain metrics appropriate for the previous
rating.

The affirmation of the SGL-2 speculative grade liquidity rating
reflects the company's good liquidity.  HSN had more than
$177 million of cash at the end of its most recent fiscal year and
$130 million in undrawn borrowing capacity under its
$150 million revolving credit facility as of 12/31/2008.  While
the company reported thin headroom under its financial covenants,
its leverage covenant is measured on a "gross debt" basis and thus
could utilize its excess cash balances to reduce debt and improve
headroom if necessary.

The negative rating outlook reflects Moody's expectation that the
macro economic environment will remain challenging in 2009, which
could result in further pressure on the company's consolidated
sales and margins.  "HSN has made progress improving its offering
and differentiating itself in the market" said Moody's Vice
President & Senior Analyst Scott Tuhy."  "That said, a significant
portion of the company's products are highly discretionary items,
and the type for which consumers are deferring purchases in the
current recessionary environment"

These ratings were downgraded:

  -- Corporate Family Rating to Ba2 from Ba1

  -- Probability of Default Rating to Ba2 from Ba1

-- $150 million senior secured revolving credit facility to
   Baa3 (LGD 2, 22%) from Baa2

  -- $150 million senior secured term loan to Baa3 (LGD 2, 22%)
     From Baa2

  -- $250 million senior unsecured notes to Ba3 (LGD 5, 72%) from
     Ba2

This rating was affirmed

  -- Speculative Grade Liquidity Rating at SGL-2

Moody's last rating action on HSN, Inc. was on July 9, 2008 when a
first time Corporate Family Rating of Ba1 was assigned.

HSN, Inc., headquartered in St Petersburg, Florida is a leading
television, internet and catalog retailer primarily through its
"Home Shopping Network" cable television channel and internet site
and operates a multi-brand portfolio of catalog and e-commerce
sites for home and apparel lifestyle brands.


HYMAN COMPANIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Hyman Companies, Inc.
        aka Landau
        aka The Landau Collection
        aka Boccelli
        aka Landau Costume Jewelry
        aka Bijou Bijou
        727 North Meadow Street
        Allentown, PA 18102

Bankruptcy Case No.: 09-20523

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Edmond M. George, Esq.
                  Obermayer Rebmann Maxwell & Hippel, LLP
                  1617 John F. Kennedy Blvd.
                  One Penn Center, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Email: edmond.george@obermayer.com

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

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

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

The petition was signed by Nat L. Hyman, CEO of the company.


INGLES MARKETS: S&P Gives Negative Outlook; Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook for
Ingles Markets Inc. to negative from stable.  At the same time,
S&P affirmed the 'BB-' corporate credit rating on the company.

"This action reflects our concern regarding Ingles' upcoming
maturities and its continued use of debt to finance part of its
capital expenditures," said Standard & Poor's credit analyst
Stella Kapur.

"While Ingles' comparable sales growth rates remain higher than
many of its supermarket peers," continued Ms. Kapur, "the
company's ongoing capital expenditure needs remain sizable in
relation to the amount of cash it generates."  In 2008, Ingles
spent $249 million in capital expenditures while only generating
around $90 million of operating cash flow; the company relied
on debt to finance a bulk of this.  "While S&P estimate future
capital expenditures will be lower than 2008 levels, they remain
meaningful for the company," said Ms. Kapur.  Ingles plans to
spend $140 million to $160 million in 2009 and around
$150 million to $200 million per year thereafter.  The company has
sizable maturities over the next few years, including
$36 million, $57 million, and $92 million in 2009, 2010, and 2011,
respectively.  Furthermore, most of its line of credit facilities
are scheduled to mature from October through December of 2009.
The company's $30 million letter of credit facility, which was
scheduled to mature in April 2009, has been extended several
months.


INTEGRA HOSPITAL: Sells 2 Rehab Hospitals to Rockwall for $6.78MM
-----------------------------------------------------------------
Integra Hospital Plano LLC has completed the sale of its two
rehabilitation hospitals to Rockwall Hospitals GP completed its
$6.78 million.

The purchase price was only a third of the $19 million previously
set by Integra as the minimum bids for the hospitals.  The assets,
however, failed to generate market interest at that price.

Headquartered in Plano, Texas, Integra Hospital Plano, L.L.C. --
http://www.integrahospitalplano.com/-- operated a physical
rehabilitation center.  Integra Hospital and three affiliates
filed for Chapter 11 protection on November 15, 2008 (Bkrtcy, E.D.
Tex., Lead Case No. 08-42998).  Judge Brenda T. Rhoades handles
the case.  Carol E. Jendrzey, Esq., and Lindsey Graham, Esq., at
Cox Smith Matthews, in San Antonio, Texas, have been tapped as
bankruptcy attorneys.  In their petition, the Debtor estimated
assets and debts of $100 million to $500 million.


INTERSTATE BAKERIES: To Move HQ from Kansas City to Dallas
----------------------------------------------------------
Interstate Bakeries Corporation is moving its headquarters from
Kansas City, Missouri, to Dallas, Texas "within the next couple of
months" following its successful emergence from Chapter 11
bankruptcy after more than four years, Eric Palmer of the Kansas
City Star has reported.

"A larger metropolitan area like Dallas will provide the company
with a number of benefits, including access to a broader base of
senior level executives with experience in the packaged consumer
goods industry, which are needed for its success in rebuilding
after emerging from Chapter 11," IBC Spokesman Lew Phelps told
the Kansas City Star.

The transfer involves only 20 positions consisting of 10 top
executives and their support staff.  Approximately 200 people
will retain their posts at IBC's current headquarters, as the
Company "intends to continue to maintain a strong presence in
Kansas City," Mr. Phelps said, according to the report.

"After the headquarters move . . . some positions that were left
vacant during the bankruptcy will be filled, returning the total
close to 200," Mr. Phelps added.

IBC -- which was founded in Kansas City nearly 80 years ago --
has a total of roughly 600 employees in Kansas City, including in
a plant in Lenexa and other operations, the report noted.

While finalizing plans on its relocation, IBC laid off more than
25% of the workers at its Columbus, Ohio, plant, in light of the
Company's production of a new, all-natural bread, Kansas City
Business Journal said in a report dated February 11, 2009.

IBC's Columbus plant, where hot dog buns and rolls are produced,
has approximately 70 workers, Mr. Phelps told the newspaper.
Mr. Phelps confirmed that the Columbus plant does not have the
necessary baking equipment for the new item, prompting IBC to
transfer production to a plant in the Chicago area, the report
added.

The Kansas City Star noted that the cuts were unrelated to
Interstate Bakeries' emergence from Chapter 11 bankruptcy on
February 3, 2009.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The Company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Bankruptcy Creditors' Service, Inc., publishes Interstate Bakeries
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
undertaken by Interstate Bakeries Corporation and its eight
affiliated debtors.  (http://bankrupt.com/newsstand/or
215/945-7000)


JOHN ADAMS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor:  John Edward Adams
         140 Garden Lane
         Athens, GA 30606

Bankruptcy Case No.: 09-30325

Chapter 11 Petition Date: March 2, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Leon Strickland Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, N.E.
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: ljones@joneswalden.com

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

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

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

            http://bankrupt.com/misc/gamb09-30325.pdf

The petition was signed by John Edward Adams.


LAKE HOUSTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lake Houston Walden, LP
        P.O. Box 5979
        Kingwood, TX 77325

Bankruptcy Case No.: 09-31527

Type of Business: Lake Houston Walden, LP, is a single-asset real
                  estate debtor.

Chapter 11 Petition Date: March 3, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Reese W Baker, Esq.
                  Baker & Associates
                  5151 Katy Freeway Ste 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  Email: courtdocs@bakerassociates.net

Total Assets: $4,135,487.00

Total Debts: $2,718,076.27

The Debtor does not have any creditors who are not insiders.

The petition was signed by Matt L. Seiffert, managing member of
the company.


LAMBERTSON TRUEX: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Rachel Feintzeig at The Wall Street Journal reports that
Lambertson Truex LLC filed for Chapter 11 bankruptcy protection on
Thursday.

According to WSJ, Lambertson Truex failed to sustain its three
upscale metropolitan outlets due to dropping demand for its pricey
leather accessories.  WSJ relates that Lambertson Truex once had
stores on Madison Avenue in New York, Melrose Place in Los
Angeles, and in the Palazzo hotel in Las Vegas, but it was forced
to shut down two of its locations in February 2009 after a sharp
decline in profits due to the downturn in consumer spending.
Lambertson Truex said in court documents that clients who once
were willing to spend $895 for one of its leather totes or spend
freely on its swanky shoes and gloves no longer have an appetite.
"Uncertainties with respect to future gains, inflation and cash
availability have led to 'shy spending,' even by customers
formerly interested in purchasing high-quality products," Maurice
Dembsky, Lambertson Truex's director of finance, said in court
documents.

WSJ relates that Mr. Dembsky believes that the brand could hold
significant appeal for potential purchasers.  Court documents say
that Lambertson Truex started "actively marketing" its assets
before running out of credit but is now being forced to continue
its search for a buyer in bankruptcy court.

According to court documents, Lambertson Truex listed $10 million
to $50 million in debts and $1 million to $10 million in assets.
Draper & Goldberg PLLC assists the Company in its restructuring
effort.

Luxury-handbag designer Lambertson Truex LLC is known for its
$3,000 to $5,000 handbags made of exotic skins like alligator and
python.  Lambertson Truex was technically founded in 2006, when
luggage maker Samsonite Corp. invested in the business and took a
majority interest in it.  But the brand, the brainchild of
designers Richard Lambertson and John Truex, has been alive for
more than a decade.


LINX GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Linx Group, Incorporated
        aka Lynx Ventures, Incorporated
        aka Linx, Incorporated
        412 E Main St
        Grass Valley, CA 95945

Bankruptcy Case No.: 09-23618

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Ellen C. Lester, Esq.
                  412 E Main St
                  Grass Valley, CA 95945
                  Tel: (530) 274-2400

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

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

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

          http://bankrupt.com/misc/caeb09-23618.pdf

The petition was signed by Philip N. Lester, president of the
company.


LUMINENT MORTGAGE: Working on New Version of Plan
-------------------------------------------------
Luminent Mortgage Capital Inc. failed to obtain consensus from
creditor groups for its reorganization plan that it filed on New
Year's eve.  Accordingly it didn't pursue approval of the
explanatory disclosure statement, which would have allowed it to
formally begin solicitation of support on the Plan.

According to Bloomberg's Bill Rochelle, Luminent said in a March 3
filing with the U.S. Bankruptcy Court for the District of Michigan
that "a few remaining issues" must be resolved in the plan through
discussions with secured lenders, the creditors' committee,
convertible noteholders, and holders of preferred stock.  A
meeting is scheduled for March 13 where Luminent hopes agreement
will be wrapped up on a plan.

The Court has extended Luminent's exclusive right to solicit
acceptances of a plan until July 2.

                           Dec. 31 Plan

Luminent Mortgage Capital, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Maryland on Dec. 31, 2008, a proposed Chapter 11 plan and
explanatory disclosure statement.

The Debtors believe that absent the consideration being provided
by secured creditors --- known as the ACC Parties -- under their
plan support agreement, there is little or no likelihood that
there would be unencumbered assets available.  Thus, the Debtors
believe that acceptance of the Plan is in the best interests of
creditors.

The Plan provides for:

  -- The consummation of the transactions contemplated by the
     Exit Financing Agreement on the Effective Date of the Plan,
     the proceeds of which will be used to make a number of the
     payments contemplated by the Plan;

  -- The conversion of Debtor Luminent Mortgage Capital, Inc.,
     from a publicly traded real estate investment trust into a
     private asset management company and the issuance of the
     Reorganized Equity Units and the Reorganized Preferred
     Equity Units to certain classes of Creditors;

  -- the payment in full of all allowed other secured claims;

  -- the payment in full of all allowed priority non-tax claims;

  -- the payment in full of all allowed unclassified claims;

  -- The distribution of the stock of the reorganized Debtor; and

  -- The cancellation of all outstanding interests in the
     Debtors.

       Summary of Treatment of Allowed Claims and Interests

In accordance with Sec. 1123(a)(1) of the Bankruptcy Code,
administrative claims and priority tax claims are not classified
under the Plan.

Administrative claimants will receive 100% payment in cash.
Holders of priority tax claims will receive (i) the amount of the
allowed claim in one cash payment or (ii) payment of the allowed
claim over a period not to exceed 5 years with interest.

The Plan segregates the allowed claims and interests into eight
classes.

Priority non-tax claims under Class 1 are unimpaired under the
Plan.  Allowed Class 1 claims will be paid in full in cash.

Secured Claims of ACC Parties under Class 2, with estimated
Allowed Claims of $28,883,346, are impaired under the Plan.
Holders of Allowed Class 2 Claims will receive (i) 51% of the
stock of reorganized Luminent, (ii) $1,300,000, (iii) the
preferred stock of reorganized Luminent, and (iv) other
consideration as is provided under the terms of the Plan Support
Agreeement.

Other secured claims, classified under Class 3, are unimpaired
under the Plan.  Allowed Class 3 claims will be paid in full.

General unsecured claims against Luminent under Classes 4(a) and
(b), with estimated allowed Claims of $297,054,107, are impaired
under Plan.   Holders of Allowed 4(a) Claims will receive their
ratable portion of (i) of the fund allocated for unsecured
creditors, and (ii) 41% of the stock of reorganized Luminent.
Holders of Allowed Class 4(b) Claims will receive their ratable
portion of 41% of the stock of reorganized Luminent, taking into
account the holders of allowed claims in Classes (4)(a) and 5(b)
to determine the ratable portion.

Convenience class claims against Luminent under Classes 5(a) and
(b), with estimated Allowed Claims of $2,300,000, are impaired
under the Plan.  Holders of Allowed Class 5(a) Claims will receive
their Ratable Portion of the Convenience Class Fund.  Holders of
Allowed Class 5(b) Claims will receive their Ratable Portion of
41% of the Reorganized Equity Units, taking into account the
Holders of Allowed Claims in Classes (4)(a) and 4(b) to determine
such Ratable Portion.

Subordinated TRUPS Claims under Class 6, with estimated Allowed
Claims of $92,788,000, are impaired under the Plan.  Allowed Class
6 Claims will not receive any property under the Plan.

Subsidiary Debtor Unsecured Claims under Class 7 are impaired
under the Plan.  Allowed Class 7 Claims will not receive any
property under Plan.

Class 8 Interests are impaired under the Plan.  Allowed Class 8
Interests will not receive any property under the Plan and will be
cancelled on the Effective Date.

                      About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on Sept. 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc. reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


LYONDELL CHEMICAL: Judge Says BASF Can't Pull Out of Buyout
-----------------------------------------------------------
A judge ruled that BASF SE, the world's biggest chemical producer,
can't pull out of a partnership involved in the 2007 buyout of
Lyondell Chemical Co. by Access Industries Holdings, Jef Feeley
and Phil Milford of Bloomberg News reported.

Delaware Chancery Court Judge Leo Strine threw out BASF's suit
over a Texas chemical plant it owned in partnership with an entity
controlled by Lyondell.  Bloomberg noted that a unit of Access
bought Lyondell for about $13 billion in cash in November 2007 to
form LyondellBasell Industries, one of the world's largest
plastics makers.  BASF argued the partnership agreement allows it
to pull out if Lyondell or one of its units no longer operates the
facility and stressed that access's purchase of Lyondell triggered
the buyout clause because its partner was no longer running the
plant.

Delaware Judge Strine, as cited by the report, in 22-page ruling
said, "The plain language of the withdrawal provision does not
entitle BASF to have its interest bought out simply because
Lyondell has experienced a change of control".  The source adds
that Judge Strine found two things, that BASF couldn't produce any
evidence to show Lyondell officials had ceased overseeing the
plant since the buyout and that the change of control didn't
change operational procedures at the facility.

"The fact that Lyondell now has a single stockholder does not
rationally support an inference that Lyondell does not operate
anything itself, including the plant," Judge Strine concluded.

According to the report, the ruling comes as Houston-based
Lyondell seeks to reorganize in bankruptcy court because of a
"dramatic softening in demand" for chemicals and a jump in raw-
material prices, officials said in January.


LYONDELLBASELL: Equistar to Lay Off 229 Workers Starting April 30
-----------------------------------------------------------------
Houston Business Journal reports that Equistar Chemicals LP will
lay off about 229 workers at its Chocolate Bayou facility in Alvin
starting April 30.

According to Business Journal, Equistar Chemicals said in letters
sent to the Texas Workforce Commission that it will permanently
cut its workforce, mostly technicians, due to the long-term idling
of the olefin plant, which occurred in February.  Citing Equistar
Chemicals, Business Journal states that there are 250 workers on
the site and those not part of the lay off will manage the site.

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

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

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

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

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

                         *     *     *

As reported by the Troubled Company Reporter on Jan. 6, 2009,
Moody's Investors Service has downgraded the corporate family
rating of LyondellBasell Industries AF SCA to Caa2 from B3 and
also downgraded ratings on the debt instruments raised by the
group.

As reported in the TCR-Europe, on Jan. 7, 2009, Standard & Poor's
lowered its long-term corporate credit rating on the three main
U.S. subsidiaries of European holding company LyondellBasell
Industries AF S.C.A. (LyondellBasell) - namely Lyondell Chemical
Co., Equistar Chemicals L.P., and Millennium Chemicals Inc. -- to
'D' from 'CC'.  This action followed the voluntary filings for
Chapter 11 bankruptcy protection by these entities, along with
other U.S. subsidiaries of LyondellBasell and a related German
holding company on Jan. 6, 2009.

The long-term rating on LyondellBasell, meanwhile, remains at
'SD', indicating a selective default.


MAGNA ENTERTAINMENT: Files for Chapter 11; MID Extends $60MM Loan
-----------------------------------------------------------------
Magna Entertainment Corp., together with certain of its wholly-
owned subsidiaries, filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware and will seek
recognition of the Chapter 11 proceedings from the Ontario
Superior Court of Justice under section 18.6 of the Companies'
Creditors Arrangement Act in Canada.

MEC's day-to-day operations will continue uninterrupted throughout
the Chapter 11 process while it undertakes to sell its assets and
implement a reorganization of the Company. As part of the Chapter
11 filing, the Company has sought emergency relief to ensure the
continued payment of employee wages and benefits and horsemen
winnings and its ability to honor existing customer programs.

XpressBet(R), MEC's account wagering company, is not one of the
MEC subsidiaries making a Chapter 11 filing.

In connection with the Chapter 11 filing, MEC has arranged a six-
month secured debtor-in-possession financing facility in the
amount of $62.5 million from a subsidiary of MI Developments Inc.,
the Company's largest secured creditor and controlling
shareholder.  The Company will use the proceeds from the DIP
Financing to fund its operations during the Chapter 11
proceedings.

If approved by the Court, the DIP Financing will enable MEC to
continue to satisfy its obligations associated with the ongoing
operation of its business, including the ordinary course payment
of employee wages and benefits and horsemen and customer winnings,
and payment of post-petition obligations to vendors.  The DIP
Financing will be secured by liens on substantially all assets of
MEC, as well as a pledge of capital stock of certain guarantors.
Advances under the DIP Financing must be made in accordance with
an approved budget.  The terms of the DIP Financing contemplate
that MEC will sell its assets through an auction process and use
the proceeds from the asset sales to repay its creditors.

MID holds a controlling equity interest in MEC and is the largest
secured creditor of MEC. The current balance of MID's existing
loans to MEC, including accrued interest, is approximately US$372
million, comprised of US$171 million under the Gulfstream Park
project financing, US$23 million under the Remington Park project
financing, US$125 million under the bridge loan provided in
September 2007, and US$53 million under the loan provided in
December 2008. All of these loans are secured.

Dennis Mills, MID's Vice-Chairman and Chief Executive Officer,
stated, "We are providing both the DIP financing and the stalking
horse bid with the intent of preserving the value of our secured
loans to MEC. The bid provides MID with the opportunity to acquire
valuable real estate assets with considerable redevelopment
prospects that we believe will create value for our shareholders."

Miller Buckfire & Co., LLC, MEC's financial advisor and investment
banker, will conduct a marketing and sale process for the
Company's assets.

The terms of the DIP Financing were considered by the Special
Committee of MEC's board of directors and the Special Committee
retained independent legal and financial advisors to assist in its
deliberations. T he DIP Financing was approved by MEC's board,
following a favorable recommendation of the Special Committee.

Frank Stronach, MEC's Chairman and Chief Executive Officer,
commented, "Simply put, MEC has far too much debt and interest
expense. MEC has previously pursued numerous out-of-court
restructuring alternatives but has been unable to complete a
comprehensive restructuring to date due, in part, to the current
economic recession, severe downturn in the U.S. real estate market
and global credit crisis. This is a voluntary filing intended to
utilize a Chapter 11 process that will allow us to continue to
operate the business uninterrupted while we implement a
reorganization in a court-supervised environment. We expect that
all employees, customers and horsemen will continue to be paid in
the normal course along with all post-petition vendor
obligations."

MEC will file a material change report as soon as practicable
after issuing this press release. The material change report will
be filed less than 21 days before the closing of the DIP Credit
Agreement.  The timing of the material change report is, in MEC's
view, both necessary and reasonable because the terms were
approved by MEC's board of directors on March 5, 2009 and MEC
requires immediate funding to address its liquidity requirements.

                     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: Cuts Deal to Sell Assets to MID for $195-Mil.
------------------------------------------------------------------
Magna Entertainment Corp., together with certain of its wholly-
owned subsidiaries, has entered into an agreement with MI
Developments Inc., to sell its interests associated with these
assets:

   -- Golden Gate Fields;
   -- Gulfstream Park, including MEC's interest in The Village at
      Gulfstream Park(TM), a joint venture with Forest City;
   -- Palm Meadows Training Center;
   -- Lone Star Park;
   -- AmTote International;
   -- XpressBet(R); and
   -- a holdback note associated with the sale of The Meadows.

The aggregate offer price for the assets is $195 million and is
payable in the form of $44 million cash, MID's assumption of a $15
million capital lease and a $136 million credit bid of MEC's
existing indebtedness to MID. Under the agreement, MEC will seek
Court approval of a process to market these and other MEC assets
and MID's offer may be topped by third parties during the Chapter
11 auction process. MID will not receive any termination fees if
MEC sells any assets to a third party, but may receive
reimbursement for its expenses in connection with the Stalking
Horse Bid.

The terms of the Stalking Horse Bid were reviewed and recommended
by the independent directors of MEC and approved by the board of
directors of MEC.

All of MEC's businesses, including racetracks, casinos,
XpressBet(R), and its tote services company, AmTote International,
remain functional and will continue to conduct business as usual
during the Chapter 11 proceedings

After extensively exploring alternatives following thorough
consultation with its legal and financial advisors, MEC's board of
directors determined that an orderly sale of the Company's assets
through a Chapter 11 process is the most prudent and effective way
to maximize value for MEC's stakeholders.

MEC also said one of its subsidiaries in Austria has entered into
an agreement to sell to a subsidiary of Magna International Inc.
approximately 100 acres of real estate located at MI's European
Head Office complex in Oberwaltersdorf, Austria for a purchase
price of 4.55 million Euros (approximately US$5.7 million using
prevailing currency exchange rates). The closing of the
transaction is expected to occur during the second quarter of 2009
following the satisfaction of customary closing conditions
including obtaining all necessary regulatory approvals.

The sale transaction was reviewed and recommended by MEC's
independent directors after receiving legal advice and appraisals
of the property, and approved by the board of directors of MEC.
The sale was reviewed and recommended by a committee of MI's
independent directors after receiving independent legal advice and
appraisals, and approved by the board of directors of MI.

MID holds a controlling equity interest in MEC and is the largest
secured creditor of MEC. The current balance of MID's existing
loans to MEC, including accrued interest, is approximately US$372
million, comprised of US$171 million under the Gulfstream Park
project financing, US$23 million under the Remington Park project
financing, US$125 million under the bridge loan provided in
September 2007, and US$53 million under the loan provided in
December 2008. All of these loans are secured.

Dennis Mills, MID's Vice-Chairman and Chief Executive Officer,
stated, "We are providing both the DIP financing and the stalking
horse bid with the intent of preserving the value of our secured
loans to MEC. The bid provides MID with the opportunity to acquire
valuable real estate assets with considerable redevelopment
prospects that we believe will create value for our shareholders."

MID has not made an offer to purchase any other assets of MEC at
this time, although MID will continue to evaluate whether to do so
during the course of the Chapter 11 process.

                    Post-Chapter 11 Operations;
                       Forbearance Agreement

If MID acquires non-racing real estate assets from MEC in the
Chapter 11 auction process, MID would retain and develop these
assets. All horse racing or gaming assets would be segregated from
MID's real estate business and held in one or more new wholly-
owned subsidiaries of MID (Raceco).  Subject to the outcome of the
Chapter 11 auction process, (a) MID would retain the lands at
Golden Gate Fields and Gulfstream Park, the interest in The
Village at Gulfstream Park joint venture, and The Meadows holdback
note, and (b) Raceco would lease the racing and gaming facilities
at Gulfstream Park and Golden Gate Fields from MID pursuant to
triple net leases at fair market rent and would own the relevant
interests in Lone Star Park, AmTote International and
XpressBet(TM).

If MID acquires the Golden Gate Fields property, it intends to
immediately commence seeking all required approvals to develop the
property for commercial real estate uses.

On closing of the asset purchases, MID would execute a forbearance
agreement providing that, without the prior approval of a majority
of the votes of minority holders of MID Class A Shares, MID would
not (a) make any further debt or equity investment in, or
otherwise give financial assistance to, Raceco or (b) enter into
any transactions with, or provide any services or personnel to,
Raceco, except for (i) the triple net leases referred to above and
(ii) limited administrative and office services. MID would also
agree not to enter into any transactions in the horseracing or
gaming business except through Raceco.

By December 31, 2011, MID would either (a) if Raceco were pro
forma profitable and self-sustaining, sell it or spin it off to
its shareholders, or (b) otherwise, cease racing and gaming
operations at Raceco and either sell or develop all of Raceco's
remaining assets.

Mr. Mills continued, "If we acquire any MEC racing assets through
this process, we are fully committed to segregating them in a
separate, self-funding subsidiary that would not require financial
support from MID and has a clear deadline for separation from
MID."

                        MID Board Approval

The Board of Directors of MID approved the DIP Financing and the
Stalking Horse Bid after considering, among other things, a
favourable recommendation from a Special Committee of independent
directors. The Board received financial advice from GMP Securities
L.P. and the Special Committee received financial advice from
Blair Franklin Capital Partners Inc., including fairness opinions
concerning the Stalking Horse Bid.

                            About MID

MID is a real estate operating company focusing primarily on the
ownership, leasing, management, acquisition and development of a
predominantly industrial rental portfolio for Magna International
Inc. and its subsidiaries in North America and Europe. MID also
acquires land that it intends to develop for mixed-use and
residential projects. MID holds a controlling interest in MEC,
North America's number one owner and operator of horse racetracks,
based on revenue, and one of the world's leading suppliers, via
simulcasting, of live horse racing content to the growing
intertrack, off-track and account wagering markets.

                     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: To Give Up Key Assets to Shareholder-Lender
----------------------------------------------------------------
Magna Entertainment Corp, which claims to be the leading owner and
operator of horse racetracks in North America, filed for Chapter
11, after its highly-levered structured hindered its ability to
improve operations, amidst a decline in wagering revenues in
current economic recession.

In its Chapter 11 case, Magna Entertainment will be selling its
assets to MI Developments Inc., its top shareholder and largest
secured lender.

As of Dec. 31, 2008, MEC's unaudited and consolidated financial
statements reflected assets totaling $1,049,000,000 and debts
totaling $959,000,000.

William G. Ford, general counsel and secretary of MEC, said the
Company has a highly leveraged capital structure, including junior
and senior secured financing obligations of more than $500 million
and unsecured note obligations of $225 million.  MEC has incurred
recurring net losses due in part to large interest payments on its
long-term debt, payment of fees to extend the maturity dates of
certain loan agreements, and depreciation and asset impairment
write-downs.  In addition, MEC is faced with the near-term
maturity on substantially all of its debt, as well as a
substantial concern regarding its ability to service such debt
when it comes due.  MEC has also suffered decreased revenues at
its racetracks because of a general decline in the number of
people attending and wagering at live horse races at North
American racetracks.

The economic recession that began in 2008 has negatively impacted
wagering revenues at the Debtors' racetracks and the horse racing
industry in general, Mr. Ford relates.

On a consolidated basis, the Debtors' revenues from continuing
operations decreased from approximately $617.7 million in the year
ended December 31, 2007 to approximately $593.5 million in the
year ended December 31, 2008.  Net loss for the year ended
December 31, 2008 of approximately $294.1 million increased from a
net loss of approximately $113.8 million in the prior year
comparative period.

                    Restructuring Initiatives

On September 11, 2007, Magna Entertainment's Board of Directors
approved and adopted a plan to restructure MEC's balance sheet by
selling certain assets to pay down debt and by entering into
strategic partnerships or joint ventures to allow MEC to
substantially eliminate its debt by December 31, 2008, and to
pursue a business plan focused on achieving substantial
profitability.  Pursuant to the MEC Debt Elimination Plan, and to
address immediate liquidity concerns and provide sufficient time
to implement the plan, Magna Entertainment received $100 million
in funding from (i) a $20 million private placement of Class A
Stock to Fair Enterprise Limited, a company that forms part
of an estate planning vehicle for the family of Mr. Frank
Stronach, the Chairman and Chief Executive Officer of Magna
Entertainment; and (ii) a $125 million secured non-revolving loan,
available in four tranches, from MID Islandi Sf, a unit of MID.
The MEC Debt Elimination Plan proceeded more slowly than the
Debtors originally expected due to weakness in the real estate and
credit markets, which negatively impacted Magna Entertainment's
ability to sell non-core assets as originally planned.

On March 31, 2008, the Board of Directors of MI Developments Inc.,
Magna's controlling shareholder, received a reorganization
proposal on behalf of various shareholders of MID.  However, the
plan failed to reach consensus.

Given approaching debt maturities and ongoing operational funding
requirements, on November 5, 2008, the Debtors announced the
engagement of Miller Buckfire & Co., LLC as their financial
advisor and investment banker.

On November 26, 2008, Magna Entertainment announced that it had
entered into a transaction agreement with MID and entities
affiliated with Magna Entertainment's Chairman and Chief Executive
Officer, Frank Stronach, to implement a proposed reorganization of
MID that included the spin-off of Magna Entertainment and its
subsidiaries to MID's existing shareholders.  The Transaction
Agreement contemplated, among other things, a multi-step series of
proposed transactions designed to recapitalize and reposition MEC
to enable it to pursue its strategy of horse racing, gaming and
entertainment on a standalone basis.  On February 18,2009, the
Transaction Agreement, however, was terminated by MID, which
termination resulted to the acceleration of maturity dates under
certain of Magna Entertainment's loans.

               Bankruptcy Filing in U.S. and Canada

MEC realized that, without access to further extensions of
impending debt maturities, and with a steadily declining liquidity
position and no additional sources of liquidity, an out-of-court
restructuring would not be feasible.  Accordingly, the Debtors
determined that the only method to protect the interests of
all stakeholders and preserve the value of their assets was to
seek protection under the Bankruptcy Code.

MEC also realized, however, to pursue an orderly in-court
restructuring and avoid a fire-sale liquidation, it needed
additional liquidity to fund its chapter 11 cases for a reasonable
enough time to generate a comprehensive marketing process, while
fulfilling its administrative and operational obligations.  The
Debtors and Miller Buckfire surveyed various sources of debtor-in-
possession financing, including financing from MID and unrelated
third parties. Miller Buckfire contacted nine potential third
party lenders who have historically been active in the debtor-in-
possession financing market.

The Debtors' largest secured creditor, MID, however, informed the
Debtors that they would not consent to any DIP facility that
primed their prepetition liens.  MEC thus engaged MID in extensive
arm's-length negotiations with respect to the terms and conditions
of a debtor-in-possession facility.  The DIP Facility has been
memorialized in a Debtor-in-Possession Credit Agreement, dated as
of March 5, 2009, which provides:

    -- MID has agreed to provide up to $62.5 million of debtor-in-
       possession financing, with a maturity six months following
       interim approval thereof:

    -- The financing will be provided in two tranches, upon
       interim and final approval of the DIP Agreement, and will
       be accomplished through monthly draws.

    -- Interest shall accrue with respect to amounts drawn at the
       rate of LlBOR plus 12%.

    -- Provisions of the Facility are designed to assist and
       promote the sale of certain assets.

Magna Entertainment and its affiliates, and MID entered into a
Purchase Agreement, dated March 5, 2009, which establishes MID as
a "stalking horse" and contemplates an extensive sale process led
by Miller Buckfire to realize the highest and best offer for the
Purchased Assets, as defined in the Purchase Agreement, which
include among others:

   (a) the common stock of Pacific Racing Association, Gulfstream
       Park Racing Association Inc., GPRA Thoroughbred Training
       Center, Inc., and AmTote International, to be issued on the
       date upon which all the conditions to effectiveness of a
       chapter 11 plan, in form and substance satisfactory to the
       Debtors and MID, which has been confirmed by the Bankruptcy
       Court in accordance with Section 1129 of the Bankruptcy
       Code, have been satisfied or waived;

   (b) MEC's joint venture interest in The Village at Gulfstream
       Park; and

   (c) certain stock and interests belonging to non-Debtor
       subsidiaries of Magna Entertainment.

As consideration for the Purchased Assets, MID has agreed to

   (a) apply $135,629,000 of the MID Indebtedness; and

   (b) pay $44,300,000 in cash.

Pursuant to the Purchase Agreement, MEC must file a motion seeking
approval of certain bidding and sale procedures from the Court by
March 9, 2009.  When filed, the 363 Motion will provide a detailed
overview of the proposed bidding procedures and sales process, as
well as a description of the assets held for sale.

Concurrently with the commencement of the chapter 11 cases, Magna
Entertainment will seek recognition of its chapter 11 proceedings
in the Ontario Superior Court of Justice as "foreign proceedings"
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36, as amended. Magna Entertainment will seek an order from
the Canadian Court so that a stay is put in place ensuring that no
suit, action, proceeding, enforcement process, right or remedy
taken or exercised, or that may be taken or exercised, in Canada
is brought against Magna Entertainment or its property.

                     About Magna Entertainment

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

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


MAGNA ENTERTAINMENT: Case Summary & 50 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Magna Entertainment Corp.
        1209 Orange Street
        Wilmington, DE 19801

Bankruptcy Case No.: 09-10720

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
The Santa Anita Companies, Inc.                    09-10724
Southern Maryland Agricultural Association         09-10725
Los Angeles Turf Club, Incorporated                09-10726
MEC Land Holdings (California) Inc.                09-10727
Pacific Racing Association                         09-10728
MEC Maryland Investments, Inc.                     09-10729
Gulfstream Park Racing Association Inc.            09-10730
MEC Dixon, Inc.                                    09-10731
30000 Maryland Investments LLC                     09-10732
Laurel Racing Assoc., Inc.                         09-10733
GRPA Commercial Enterprises Inc.                   09-10734
GPRA Thoroughbred Training Center, Inc.            09-10735
Pimlico Racing Association, Inc.                   09-10736
MEC Holdings (USA) Inc.                            09-10737
Remington Park, Inc.                               09-10738
Prince George's Racing, Inc.                       09-10739
Sunshine Meadows Racing, Inc.                      09-10740
Thistledown, Inc.                                  09-10741
Southern Maryland Racing, Inc.                     09-10742
The Maryland Jockey Club of Baltimore City, Inc.   09-10743
Maryland Jockey Club, Inc.                         09-10744
AmTote International, Inc.                         09-10745
Laurel Racing Association Limited Partnership      09-10746
Lambertson Truex, LLC                              09-10747

Type of Business: The Debtors are North America's largest owner
                  and operator of horse racetracks, based on
                  revenue.  The Debtors develop, own and
                  operate horse racetracks and related pari-
                  mutuel wagering operations, including off-track
                  betting facilities.  The Debtors also develop,
                  own and operate casinos in conjunction with
                  their racetracks where permitted by law.

                  The Debtors own and operate 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.

                  See: http://www.magnaent.com/

Chapter 11 Petition Date: March 5, 2009

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Marcia L. Goldstein, Esq.
                  Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  http://www.weil.com

Local Counsel: L. Katherine Good, Esq.
               good@rlf.com
               Mark D. Collins, Esq.
               collins@RLF.com
               Richards, Layton & Finger, P.A.
               920 North King Street
               Wilmington, DE 19801
               Tel: (302) 651-7700
               Fax: (302) 651-7701

Financial Advisor: Miller Buckfire & Co. LLC
                   153 East 53rd Street, 22nd Floor
                   New York, NY 10022
                   Tele: (212) 895-1800
                   Fax: (212) 895-1853
                   http://www.millerbuckfire.com/

Claims Agent: Kurtzman Carson Consultants LLC
              1230 Avenue of the Americas, 7th Floor
              New York, NY 10020
              Tel: (866) 381-9100
              http://www.kccllc.com/

The Debtors' financial condition as of December 31, 2008:

Total Assets: $1,049,387,000

Total Debts: $958,591,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York, as       8.55% Notes       $127,345,313
Trustee
101 Barclay Street - 21st
Floor
Attn: Global Finance Unit
New York, NY 10286

The Bank of New York, as       7.25% Notes       $76,193,229
Trustee
101 Barclay Street - 21st
Attn: Global Finance Unit
New York, NY 10286

Maryland Thoroughbred          Trade             $3,820,500
Horsemen's
Wayne Wright Association
Inc
6314 Windsor Mill Road
Baltimore, MD 21207
Tel: (410) 265-6842

Aon Reed Stenhouse Inc.        Insurance         $3,682,756
20 Bay Street
Toronto, ON M5J 2N9
Tel: (416) 8685500

Florida Thoroughbred Breeders  Horsemen          $2,157,327
Owners Association
801 SW 60th Avenue
Ocala, FL 34474
Tel: (305) 6339779

Zurich North America           Letter of         $1,937,472
8734 Paysphere Circle          credit
Chicago, IL 60674

RGS/St. Kitts                  Settlement        $1,763,952
Rob Terry
c/o Red Rock Administrative
Services, Settlement Agent
9275 West Flamingo Road
Suite 120
Las Vegas, NV 89147
Tel: (702) 243-6271

Northern California Off        PRA Trade         $1,662,231
Track Wagering Inc.            payable
Patrice Van Dussen
7950 Dublin Blvd, Suite 214
Dublin, CA 94568
Tel: (925) 307-7040

Treasurer. Stateof California  Settlement        $1,374,051
Horse Racing Board Statutory
1010 Hurley Way, Ste #300
Sacramento, CA 95825

Southern California Off-Track   Settlement       $1,194,623
Wagering Inc
Craig Crampton
4961 Katella Avenue
Los Alamitos, CA 90720-2799
Tel: (714) 761-1660

Magna International Inc.        Transactions     $845,892
337 Magna Drive
Aurora, ON L4G 7Kl

New York Racing Association,    Settlement       $830,175
Inc.
Roberto Molina
108th & Rockaway Blvd.
PO Box 169
Ozone Park, NY 11417
Tel: (718) 659-2219

McCasey Group                   Transactions     $756,217
455 Magna Drive
Aurora, ON L4G 7A9

Elite Turf Club 2               Settlement       $695,411
James Mikowski
c/o Las Vegas Dissemination
Settlement Agent
3555 W. Reno Avenue, Suite 3555
Las Vegas, NV 89118
Tel: (702) 739-8781

Oklahoma Tax Commission         Gamin Tax        $669,114
PO Box 26930
Oklahoma City, OK 73126-0930
Tel: (405) 521-3160

The Leffler Agency              Trade            $637,487
2607 North Charles Street
Baltimore, MD 21218
Tel: (301) 235-5661

RedRock Administrative          Trade            $617,561
Services, LLC
9275 W. Flamingo Road
Suite #120
Las Vegas, NY 89147
Tel: (954) 920-6010

Royal River Racing              Settlement       $605,791
c/o Lewiston Raceway,
Settlement Agent
4 Mollison Way
Lewiston, ME 04240
Tel: (207) 783-4910 x616

Aristocrat Technologies, Inc.   Slot Machine     $551,153
Dept. 9540                      Purchases
Los Angeles, CA 90084-9540
Tel: (702) 270-1299

Jerry Holledorfer or            Horsemen         $550,252
George Todaro
1432 Sandpiper Spit
Point Richmond, CA 94801
Tel: (510) 526-4104

L0s Angeles County Tax          Settlement       $442,281
Collector

Las Vegas Dissemination         Settlement       $430,036

Juddmonte Farms                 Horsemen         $424,961

Southern Service Corporation    Trade            $377,728

Aladema County Tax              Property Tax     $367,691

Ranger Construction-South       Trade            $364,289

California Thoroughbred         Settlement       $336,275

Leonard Powel                   Horsemen         $329,411

Jerry Hollendorfer              Horsemen         $307,846

Gulf Greyhound                  Settlement       $290,675

New York Racing Assn, Inc.      Settlement       $288,285

Harrah's Louisiana Downs        Settlement       $274,900

Oklahoma County Treasurer       Property Tax     $273,574

Aware Digital, Inc.             Trade            $270,000

Maryland Horse Breeders         Trade            $269,800
Association, Inc.

Max International               Trade            $250,416

OK Breeding Development         Horsemen         $246,969

Fairgrounds Race Course         Settlement       $220,591

Bob Baffert                     Horsemen         $204,617

Cecil N, Peacock                Horsemen         $200,547

CRCono, LLC                     Horsemen         $197,723

Churchill Downs, Inc.           Settlement       $195,098

Maryland Racing Commission      Taxes            $193,914

Roberts Communications          Phone utility    $188,005

Las Vegas Dissemination         Settlement       $185,260

Tampa Bay Downs Inc.            Settlement       $185,081

B. Wayne Hughes                 Horsemen         $184,882

Richard J. O'Neill Trust        Horsemen         $170,516

Florida Power & Light Co.       Electric         $168,000

Lathrop G. Hoffman              Horsemen         $166,788

The petition was signed by William G. Ford, general counsel and
secretary.


MCLATCHY CO: May Not Recover $5.3 Million Owed by Sold Newspapers
-----------------------------------------------------------------
The Associated Press reports that The McClatchy Company said that
it may not be able to get back the $5.3 million owed by newspapers
it had sold to firms that have filed for Chapter 11 bankruptcy
protection.

The AP relates that McClatchy didn't say which papers still owed
it money.  The AP states that these former McClatchy properties
filed for bankruptcy protection this year:

     -- The Philadelphia Inquirer,
     -- Philadelphia Daily News, and
     -- Star Tribune.

Court documents say that Star Tribune has a $91,000 debt to
McClatchy.

                    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.

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'.


MGM MIRAGE: Could Violate Debt Covenants This Year
--------------------------------------------------
A.D. Pruitt and Brian Kalish at Dow Jones Newswires report that
MGM Mirage has said that it could violate its debt covenants this
year.

MGM Mirage, Dow Jones relates, said that if economic conditions
continue to erode the Company would be in danger of default.  MGM
Mirage said in a filing with the U.S. Securities and Exchange
Commission that it will delay filing its annual report and that
its auditor would include an explanatory paragraph raising doubt
about MGM Mirage's ability to continue as a going concern.

According to Dow Jones, MGM Mirage said that it is still assessing
its financial position and liquidity needs.  MGM Mirage also said
that it is currently in compliance with its financial covenants,
Dow Jones states.

Dow Jones reports that MGM Mirage began talks with the
administrative agent of its senior credit facility to secure a
waiver for any instances of noncompliance or an amendment to the
senior credit facility to modify the covenants.

MGM Mirage said in its SEC filing that if it fails to negotiate a
waiver or an amendment, a majority of the lenders under the senior
credit facility could accelerate repayment of borrowings, and,
under certain circumstances, cross-defaults could be triggered for
its other debt instruments.

"It's pretty much the end of the line here.  At this point, it
looks like there is going to be some type of Chapter 11" filing,
Dow Jones quoted Global Gaming Business publisher Roger Gros as
saying.  According to the report, Mr. Gros said that MGM needs to
be more aggressive about asset sales to drum up liquidity.

                       About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings downgraded MGM MIRAGE's Issuer Default Rating to
'CCC' from 'B'.   Fitch said that the rating outlook remains
negative.

The TCR reported on March 3, 2009, that Moody's Investors Service
downgraded MGM Mirage's Probability of Default rating to Caa1 from
B1 and its corporate family rating to B3 from B1.  The downgrade
reflects the difficulty the company faces in shoring up its
liquidity profile.  MGM's SGL-4 Speculative Grade Liquidity rating
was affirmed.  MGM filed an 8K stating that it had drawn the
remaining $842 million available under its $4.5 billion senior
revolving credit facility.

According to the TCR on March 3, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE by two notches; the corporate credit
rating was lowered to 'B-' from 'B+'.  These ratings remain on
CreditWatch with negative implications, where they were initially
placed on Jan. 30, 2009.


MODTECH HOLDINGS: March 31 Deadline Set for Proofs of Claim
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set March 31, 2009, as the last day for filing proofs of claim
against the estate of Modtech Holdings, Inc., including secured,
unsecured and administrative claims arising under Sec. 503(b)(9).

For "governmental units," proofs of claim must be filed (a) before
180 days after the date of the Order for relief in this case, or
(b) March 31, 2009, whichever is later.

Headquartered in Perris, California, Modtech Holdings, Inc. --
http://www.modtech.com/-- makes and sells modular and
relocatable classrooms, commercial and light industrial modular
buildings.  The company filed for Chapter 11 protection on
October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324).  Charles
Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot,
represent the Debtor as counsel.  Richard A. Marshack, Esq., at
Shulman Hodges & Bastian LLP, represent the Official Committee of
Unsecured Creditors as counsel.  In its schedules, the Debtor
listed total assets of $16,727,444 and total debts of $30,151,514.


MODTECH HOLDINGS: Can Hire Winthrop Couchot as Insolvency Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Modtech Holdings, Inc., permission to employ Winthrop
Couchot Professional Corporation as its general insolvency
counsel, effective as of Oct. 20, 2008.

The firm is authorized to obtain payment of the firm's accruing
fees and costs on a monthly basis, pursuant to the terms,
conditions and procedures set forth in the Debtor's application as
modified by the stipulation resolving objections of the Official
Committee of Unsecured Creditors to the employment of the firm.

As reported in the Troubled Company Reporter on Dec. 8, 2009,
Winthrop Couchot will, among others, advise the Debtor concerning
the requirements of the Bankruptcy Court, the Federals Rules of
Bankruptcy Procedure and the Local Bankruptcy Rules, represent the
Debtor in any proceedings or hearings in this Court and in any
proceedings in any other court where the Debtor's rights under the
Bankruptcy Code may be litigated or affected, and take such other
action and perform such other services as the Debtor may require
in connection with its Chapter 11 case.

Marc J. Winthrop, a shareholder at Winthrop Couchot, assured the
Court that the firm does not have any interest adverse to the
Debtor or its estate.

As compensation for their services, Winthrop Couchot's
professionals bill:

                                     Hourly Rate
                                     -----------
     Marc J. Winthrop, Esq.             $625
     Robert E. Opera, Esq.              $595
     Sean A. Okeefe, Esq.               $575
     Paul J. Couchot, Esq.              $575
     Richard H. Golubow, Esq.           $425
     Peter W. Lianides Esq.             $425
     Garrick A. Hollander, Esq.         $425
     Charles Liu, Esq.                  $395
     Kavita Gupta, Esq.                 $325
     Lindy Herman, Esq.                 $225
     P.J. Marksbury, Legal Asst.        $195
     Legal Assistant Associates          $95

Headquartered in Perris, California, Modtech Holdings, Inc. --
http://www.modtech.com/-- makes and sells modular and
relocatable classrooms, commercial and light industrial modular
buildings.  The company filed for Chapter 11 protection on
October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324).  Charles
Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot,
represent the Debtor as counsel.  Richard A. Marshack, Esq., at
Shulman Hodges & Bastian LLP, represent the Official Committee of
Unsecured Creditors as counsel.  In its schedules, the Debtor
listed total assets of $16,727,444 and total debts of $30,151,514.


MONACO COACH: To Reorganize Under Chapter 11 in Wilmington
----------------------------------------------------------
Monaco Coach Corporation has filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware.  The
Company plans to continue operating the business as a debtor-in-
possession in preparation for one or more sale transactions
involving parts or all of the business.  Imperial Capital, LLC,
the Company's lead investment bank, is actively assisting the
Company in working toward a transaction that will allow operations
to resume.

In conjunction with the filing, Monaco is seeking customary
authority from the bankruptcy court that will enable it to
continue operating its business and serving its customers in the
ordinary course. This includes the authority to make wage and
salary payments, continue various benefits for employees and pay
post-petition providers of materials and services in the normal
course of business. Monaco is negotiating with its lenders for two
debtor-in-possession financings to supplement its working capital.
The Company expects continuation of the line of credit on a cash
collateral basis prior to the execution of the DIP financing.

                 Forbearance with Flooring Lenders

On February 4, 2009, Monaco Coach entered into agreements with
Bank of America, N.A. and GE Commercial Distribution Finance
Corporation with respect to certain repurchase obligations.  As is
typical in the recreational vehicle industry, many of the
independent retail dealers that carry the Company's products
utilize wholesale floor plan financing arrangements with third
party lending institutions to finance their purchases of the
Company's products.  Under the terms of these floor plan
arrangements, lenders customarily require the recreational vehicle
manufacturer to agree to repurchase unsold units if the dealer
defaults on its credit facility from the lender, subject to
certain inventory aging limits.  The Company has repurchase
agreements with the Flooring Lenders, which are the primary
flooring lenders to the Company's dealers.  Due to the
deterioration in the market for recreational vehicles generally
and resulting defaults by the dealers under their credit lines
with the Flooring Lenders, repurchase demands on the Company by
the Flooring Lenders have increased substantially above historical
levels.

The increase in repurchase demands has also affected borrowing
availability under the Company's Loan and Security Agreement,
dated November 6, 2008, entered into among Bank of America, N.A.
as agent, the revolving credit lenders party thereto, including
among others, GE Commercial Distribution Finance Corporation, and
the Company, as borrower.  Under the Loan Agreement, the Company
is able to borrow amounts according to an accounts receivable and
inventory borrowing base formula that is subject to the imposition
of reserves in certain circumstances.  The increasing repurchase
demands by the Flooring Lenders have had the effect of increasing
the borrowing base reserves under the Loan Agreement and reducing
the Company's borrowing availability.

To reduce the Company's immediate repurchase-related payment
obligations to the Flooring Lenders and eliminate the effect on
the Company's liquidity caused by the Loan Agreement reserves, the
Company and each Flooring Lender entered into a Forbearance
Agreement under which the Flooring Lenders agreed, with certain
material exceptions, to withdraw certain existing repurchase
demands and forbear from making additional repurchase demands
through April 6, 2009.  In addition, the Flooring Lenders agreed
that during the Forbearance Period they would not exercise their
rights of set-off against amounts payable by the Flooring Lenders
to the Company.

Notwithstanding the execution of the Forbearance Agreements and
the resulting favorable impact on the Company's liquidity, the
Company will continue to pursue a variety of strategic and
financial alternatives given continued uncertainty in the
Company's core markets and concerning the sufficiency of the
Company's capital resources.

In January 2009, the Company retained Imperial Capital to assist
with the evaluation of strategic alternatives for the Company.  In
addition, the Company retained Avondale Partners, LLC to evaluate
strategic alternatives for Signature Motorhome Resorts business
and BMO Capital Markets to evaluate strategic alternatives for its
equine trailer division, Bison Manufacturing, LLC and its
specialty trailer division, Roadmaster LLC.

                       Workforce Reduction

Monaco announced on March 2, 2009 that it was terminating the
majority of its remaining workforce and continuing to seek
additional financing or capital, or a corporate transaction. Over
the past 20 months, the Company has taken aggressive steps to
improve the absorption of indirect expenses and to reduce material
and labor costs. Despite these drastic efforts, a variety of
factors has combined to prevent the Company from generating the
necessary liquidity or obtaining the additional financing to
operate outside bankruptcy protection. The economic climate has
deteriorated considerably since the Company entered into its
current financing arrangements announced on November 6, 2008, and
the national and global credit markets have continued to tighten.

Kay Toolson, Chairman and Chief Executive Officer of Monaco Coach
Corporation, said, "We have taken intensive measures to overcome
our weakened liquidity position. The decision to restructure the
business through a Chapter 11 filing should provide us with the
opportunity to strengthen our balance sheet, create a more
efficient expense structure and move expeditiously toward a sale
of parts or all of the Company. In the meantime, we are committed
to maintaining our dealer and customer relationships which should
benefit all parties in the long run."

"We appreciate the support we have received from our dealers and
customers through this extremely difficult period and are hopeful
their patience will be rewarded. With this support, we believe the
opportunity exists to leverage our market position, preserve the
strength of our brands for our dealers and assure the continuation
of the Monaco lifestyle for our customers," continued Toolson.

"We understand how difficult the events of the past several months
have been on everyone at the Company, and we recognize the changes
personally affect many people. Further, we understand and deeply
regret the effect of the action taken today on vendors and others
with whom we have business relationships," concluded Toolson.

The Chapter 11 filing affects all of Monaco's wholly owned
subsidiaries.  Custom Chassis Products, LLC, the Company's chassis
manufacturing joint venture with Navistar, Inc., is not a party to
the bankruptcy proceeding.

                        About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names. The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.


MONACO COACH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Monaco Coach Corporation
        91320 Coburg Industrial Way
        Coburg, OR 97408

Bankruptcy Case No.: 09-10750

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Signature Motorcoach Resorts, Inc.                 09-10751
Naples Motorcoach Resort, Inc.                     09-10752
Port of the Isles Motorcoach Resort, Inc.          09-10753
Outdoor Resorts of Las Vegas, Inc.                 09-10754
Signature Resorts Motorcoach Country Club          09-10755
Signature Resorts of Michigan, Inc.                09-10756
La Quinta Motorcoach Resorts, Inc.                 09-10757
R-Vision Holdings LLC                              09-10758
R-Vision, Inc.                                     09-10759
R-Vision Motorized LLC                             09-10760
Bison Manufacturing, LLC                           09-10761

Type of Business: The Debtors make recreational vehicles
                  including Monaco, Holiday Rambler, Beaver,
                  Safari and R-Vision brands.

                  See: http://www.monacocoach.com/

Chapter 11 Petition Date: March 5, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: 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

The Debtors' financial condition as of September 27, 2008:

Total Assets: $442,115,000

Total Debts: $208,822,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Custom Chassis                 Trade             $6,837,437
Products LLC
Dale Hoogenboom
2700 S Nappanee St.
Elkhart, IN 46517
Tel: 1-574-295-8060
Fax: 1-574-389-4285

Quality enterprises USA        Trade             $2,683,176
Inc.
Paul Moriarty
3894 Mannix Dr. #216.
Naples, FL 341-145406
Tel: (239) 777-4418
Fax: (239) 435-7202

Lazydays RV Center Inc.         Trade            $1,105,334
Randy Lay
6130 Lazydays Blvd,
Seffner, FL 33584
Tel: 1-800-626-7800
Fax: 1-813-246-4659

Onan Corp.                       Trade           $1,047,493
Garry Enyart
1400 73rd Avenue NE
Fridley, MN 55432
Tel: 1-612-760-1054
Fax: 1-763-574-7242

Hardwoods Specialty              Trade           $815,330
Products US LP
Kevin Slabaugh
2700 Lind Avenue SW
Renton, WA 98057
Tel: 1-425-251-1213
Fax: 1-425-251-8731

Acunto Landscape &               Trade           $697,395
Design
John Acunto
P.O. Box 2190
Marco Island, FL 34146
Tel: (239) 642-9911
Fax: (239) 732-5030

Patrick Industries Inc           Trade           $691,500
Todd Clevland
28163 County Round 20
ELKHART, IN 46514
Tel: 1-574-294-7511
Fax: 1-574-295-5161

Villa International              Trade           $691,173
Robert Long
13760 Midway St.
Cerritos, CA 90703
Tel: 1-714-535-7272
Fax: 1-562-404-7499

Horizon Transport Inc.           Trade           $684,037
Marion Shrock
407 Wabash Avenue
P.O. Box
826 Address same
Wakarusa, IN 46573
Tel: 1-574-862-2161
Fax (574) 862-4860

Carefree of Colorado             Trade           $619,540
Jeff Rutherford
2145 W. 6th Avenue
Broomfield, CO 80020
Tel: (303) 469-1152
Fax: (574) 533-9210

API Inc.                         Trade           $594,475
Dave Swenson
616 Powers Street
Eugene, OR 97402
Tel: (541) 686-9946
Fax: (541) 687-4607

Atwood Mobile                    trade           $528,963

Northern Indiana Public          trade           $523,544
Service Co.

Carrier Transport Air            trade           $457,836

Turning Wheel RV Center          trade           $439,985

Industrial Finishes Inc          trade           $427,984

Odyssey Group LLC                trade           $425,395

Crane Composites Inc             trade           $414,263

Liberty NW Insurance             trade           $401,057

Buddy Gregg                      trade           $368,834

Lippert Components Inc           trade           $349,713

Pacific Trading Inland           trade           $341,110

Guaranty RV Inc                  trade           $334,027

Norcold Inc                      trade           $323,214

Tristar Distributing             trade           $322,300

Giant RV-Corp                    trade           $317,051

Vomela Specialty                 trade           $300,473

Postle Distributors              trade           $294,366

Girard RV Products Inc.          Trade           $280,190

Ed Rar Associates, Inc.          Trade           $265,072

The petition was signed by Kay L. Toolson, president.


MORTGAGES LTD: Could Lose License to Issue, Service Loans
---------------------------------------------------------
Andrew Johnson at The Arizona Republic reports that Mortgages Ltd.
could lose its mortgage banker license, which could prevent the
Company from making new loans and servicing existing loans to
real-estate developers.

The Arizona Republic relates that the Arizona Department of
Financial Institutions, which regulates banking in the state,
started examining Mortgages' financial records following the June
2008 suicide of Scott Coles, the Company's Chairperson and CEO.
The agency, says The Arizona Republic, accused the commercial
lender of shoddy accounting and lying about its financial
position.

According to The Arizona Republic, the regulatory agency said in a
notice filed with the Office of Administrative Hearings that in
its examination, completed in January, revealed that Mortgages
approved loans "with the full knowledge that the funds required to
complete the . . . funding were not available."  The agency,
states the report, said that Mortgages failed to maintain a surety
bond needed under state law, made unauthorized transfers of the
license to new owners after Mr. Coles' death and didn't accurately
record the value of its real-estate holdings, the report states,
citing the agency.

Some statements in the agency's notice are inaccurate, The Arizona
Republic, citing Carolyn Johnsen, Mortgages' bankruptcy attorney.
According to the report, Ms. Johnsen said that the lender does
have a bond in place and that the license is needed to continue
servicing loans as it tries to reorganize under Chapter 11.

The Arizona Republic says that Mortgages can disprove the agency's
allegations at a hearing on April 16 and 17 at the Office of
Administrative Hearings.

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

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.


NEW LIFE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: New Life Holiness Church
        aka New Life Ministries
        6368 Hwy 51 N.
        Millington, TN 38053

Bankruptcy Case No.: 09-22360

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Jerome C. Payne, Esq.
                  Payne Law Firm
                  5501 Winchester Road, Suite 2
                  Memphis, TN 38115
                  Tel: (901) 794-0884
                  Email: jerpayne@hotmail.com

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

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

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

http://bankrupt.com/misc/tnwb09-22360.pdf

The petition was signed by Lenard J. Hardaway, pastor of the
organization.


NIGHTINGALE FINANCE: S&P Retains Negative Watch on 'CCC-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and removed from
CreditWatch negative its credit ratings on the senior debt issued
by Nightingale Finance Ltd. and Nightingale Finance LLC, two co-
issuing entities under a structured investment vehicle,
collectively known as Nightingale.  At the same time, S&P affirmed
the issuer credit rating on Nightingale and revised the outlook to
negative.

The rating actions follow the affirmation and removal from
CreditWatch negative of the ratings on AIG Financial Products
Corp. on March 2.

Nightingale is a SIV managed by AIG-FP Capital Management Ltd.
AIG-FP Capital Management, an affiliate of AIGFP, has
responsibility for purchasing assets, managing the portfolio, and
overseeing the issuance of commercial paper and medium-term notes
out of Nightingale.

On Dec. 29, 2008, S&P lowered its ratings on Nightingale to the
same level as the rating on AIGFP.  AIGFP provides support via a
combination of repurchase and note purchase commitments, so the
rating on Nightingale is credit-linked to the rating on AIGFP.

The rating on the capital notes of Nightingale is unchanged,
remaining on CreditWatch negative.

                           Ratings List

       Nightingale Finance Ltd. And Nightingale Finance LLC

      Ratings Affirmed And Removed From Creditwatch Negative

                                  Ratings
                                  -------
    Class                  To                 From
    -----                  --                 ----
    Issuer credit rating   A-/Negative/A-1    A-/Watch Neg/A-1
    Commercial paper       A-1                A-1/Watch Neg
    Medium-term notes      A-                 A-/Watch Neg

             Rating Remaining On Creditwatch Negative

              Class                  Rating
              -----                  ------
              Capital notes          CCC-/Watch Neg


OMEGA HEALTHCARE: Moody's Affirms Senior Debt Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Omega Healthcare
Investors, Inc., (senior unsecured debt at Ba3).  The rating
outlook is stable.  This rating affirmation reflects Omega's
adequate liquidity, good property level coverage ratios, and
conservative credit metrics.

Moody's notes Omega's solid financial flexibility in a
particularly constrained capital markets environment.  The REIT
has a large pool of unencumbered assets and ample availability on
its $255 million secured line of credit, with $64 million
outstanding at YE08.  In addition, debt maturities are modest
until 2014 when 57% of the REIT's total debt comes due.  Prior
debt obligations consist only of the line of credit, which will
need to be refinanced by March 2010.

Moody's believes Omega's portfolio concentration in skilled
nursing facilities, operator concentrations, small size, and
reliance on government reimbursement remain key credit challenges.
The skilled nursing sub-segment can be very volatile due in part
to its reliance on government reimbursement through the Medicare
and Medicaid programs.  Positively, Omega has been successful in
improving returns on its existing portfolio, disposing of non-core
assets, and addressing operational challenges.  Moody's expect
Omega will continue to grow its portfolio, but only as market
conditions allow.

Moody's indicated that a rating upgrade would depend on an
increase in portfolio size to above $2 billion in gross assets,
with a fixed charge coverage above 2.5x, while maintaining
leverage in the lower 50% range and secured debt at less than 10%
of assets.  Establishing size in a second property type, as
measured by at least 25% of Omega's revenues, and reducing
operator concentration so that the top five operators contribute
less than 50% of total revenue, would also likely lead to an
upgrade.  Downward ratings movement would result from operator
problems or adverse shifts in government healthcare reimbursements
resulting in fixed charge coverage below 2.0x.

Moody's last rating action with respect to Omega Healthcare
Investors, Inc. was on January 20, 2006, when its ratings were
raised to Ba3 with a stable outlook.

These ratings were affirmed with a stable outlook:

* Omega Healthcare Investors, Inc. -- Senior unsecured debt at
  Ba3; senior debt shelf at (P)Ba3; preferred stock at B2;
  preferred stock shelf at (P)B2.

Omega Healthcare Investors, Inc. headquartered in Hunt Valley,
Maryland, USA, is a real estate investment trust investing in and
providing financing to the long-term healthcare industry --
predominately skilled nursing facilities.  At December 31, 2008,
the REIT owned or held mortgages on 244 SNFs, 7 assisted living
facilities and 4 specialty hospitals, with approximately 29,193
beds operated by 25 third-party healthcare companies.


OSCAR SALINAS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Oscar Salinas
        412 E. Srgt. Leonel Trevino
        San Juan, TX 78589

        and

        Rosalva Rico
        3109 S. 6th Lane
        McAllen, TX 78501

Bankruptcy Case No.: 09-70188

Chapter 11 Petition Date: March 3, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Richard O Habermann, Esq.
                  Attorney at Law
                  1418 Beech Ave Ste 132
                  McAllen, TX 78501
                  Tel: (956) 687-2920
                  Fax: (956) 668-1923
                  Email: rhabermann@hotmail.com

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

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

The Debtor does not have any creditors who are not insiders.

The petition was signed by Oscar Salinas and Rosalva Rico.


PALM INC: S&P Cuts Rating to 'CCC' on Declines in Cash, Revenues
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Sunnyvale, California-based Palm Inc.
to 'CCC' from 'CCC+'.  The outlook is negative.

"The action reflects significant further declines in revenues and
liquidity," said Standard & Poor's credit analyst Bruce Hyman.
Palm has been releasing new hardware and software, but market
conditions have been extremely challenging.  Palm's consumer-grade
"Centro" has been well received, but remains a low-margin point
product.  The professional-grade "Pre" smartphone, also well
received but currently in limited distribution, is the first of a
series of new phones based on an updated architecture, and is the
core of Palm's anticipated rejuvenation.  The launch of the Treo
Pro in the U.S. has been delayed beyond earlier plans.  The
company expects declining revenues and continued margin pressure
from its legacy product lines in the May 2009 (fiscal fourth)
quarter.  Palm anticipates revenues of $85 million to
$90 million in the February 2009 quarter, one-half the November
2008 quarter level, and one-fourth the year-ago level.


PAUL CHRISTOPHER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Paul Christopher Robinson
        11835 Clarksville Pike
        Clarksville, MD 21029

Bankruptcy Case No.: 09-13517

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Justin M. Reiner, Esq.
                  Pels Anderson LLC
                  4833 Rugby Ave Fourth Fl
                  Bethesda, MD 20814
                  Tel: (301) 986- 5570
                  Email: jreiner@pallaw.com

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

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

The Debtor's Largest Unsecured Creditors:

Entity                           Nature of Claim Claim Amount
------                           --------------- ------------

Department of Taxation                              $9,000.00
   Porperty Taxes

I.R.S. - Special Procedures
   2002 & 2003 Taxes                                  1,800.00
P.O. Box 8669
Philadelphia, PA 19162

The petition was signed by Paul Christopher Robinson.


PETROL AD: Moody's Downgrades Corporate Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's has downgraded the Corporate Family Rating of Petrol AD to
Caa3 and the rating assigned to the senior unsecured guaranteed
EUR100 million Eurobond to Ca.  The outlook is negative.

The rating action reflects Moody's further heightened concerns of
default risk due to failure by management to outline a credible
capital structure management and refinancing plan following last
year's repatriation of cash to shareholders from asset sales that
Moody's had understood would be used to strengthen the credit
profile of the group.  The agency notes that Petrol AD has further
upstreamed cash to its ultimate parent post closure of its Q3
results through the buyback of 15.6 million treasury shares and
the additional purchase of 8 million shares in Petrol AD by Naftex
Petrol, a subsidiary of Petrol AD, which has further weakened the
credit profile of Petrol AD and the recovery prospects for
existing bondholders.

These ratings of Petrol AD were affected by the action:

  -- Corporate Family Rating downgraded to Caa3 from Caa1;

  -- Probability of Default Rating downgraded to Caa3 from Caa1;

  -- EUR100 million Senior Unsecured Guaranteed Eurobond
     downgraded to Ca from Caa2

The last rating action was on October 23, 2008, when the Corporate
Family Rating and Senior Unsecured Guaranteed ratings of Petrol AD
were downgraded respectively to Caa1 and Caa2 and left under
review for downgrade.

Petrol AD, based in Sofia, is Bulgaria's largest fuel retailer
with 457 stations operated following the sale of 75 stations to
Lukoil in April 2008.  Petrol sold 850 million liters of oil
products in 2007.  Total revenues in the first nine months of 2008
amounted to BGN 1,127 million.


PMA CAPITAL: Moody's Affirms Senior Debt Rating at 'Ba3'
--------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 senior debt rating
of PMA Capital Corporation and the Baa3 insurance financial
strength ratings of its active subsidiaries.  The outlook on the
ratings is stable.  In the same rating action, Moody's lowered the
insurance financial strength rating of PMA Capital Insurance
Company, the run-off operations, to B2 from B1 and will withdraw
this rating for business reasons.

The affirmation of the ratings of PMAIG and its parent company,
PMA Capital Corporation, recognizes the company's progress in
rebuilding its business franchise and improving financial
flexibility in recent years.  Moody's current ratings reflect
PMAIG's improved business flow, its service proposition to
clients, and high quality fixed income portfolio.  These positive
considerations are balanced by the highly competitive nature of
workers' compensation insurance, relatively modest earnings, and
the fact that the rebuilding process is ongoing.

According to the rating agency, the expected sale of the run-off
operations does not alter Moody's view of the ratings on the
parent company and its active subsidiaries as they are largely
based on the standalone creditworthiness of the active
subsidiaries and include the expectation that the parent company
would maintain sufficient cash and short-term investments to cover
at least two years' worth of interest expense.  However, these
ratings could face negative pressure should the parent company
experience meaningfully reduced financial flexibility,
particularly in the event of having to contribute additional
capital to the run-off operations.  An important limiting factor
on the ratings continues to be the company's significant fixed
charges relative to modest earnings at the active operations.

Factors that could lead to an upgrade of PMAIG include: continued
improvement in the operating results as measured by stable
retention rates, new business flow and EBIT interest coverage
above 3x, improved levels of capitalization at PMAIG, and holding
company financial leverage consistently less than 30%.  Factors
that could lead to a downgrade include: an increase in holding
company financial leverage above 40%, adverse reserve development
at PMAIG greater than 3% of beginning net loss reserves over a
twelve month period, holding company cash below 1x annual interest
expense, or EBIT interest coverage less than 1x.

The downgrade of PMACIC reflects the deterioration in the stand-
alone financial position of PMACIC and concludes a review for
downgrade initiated when PMA Capital announced that it expected to
execute an agreement to sell its run-off operation.  For 2008,
PMACIC recorded a 28% decline in statutory surplus compared to
2007, driven largely by operating losses including significant
adverse reserve development and offset to a degree by a capital
contribution from the holding company.  The closing of the sale
and transfer of ownership of PMACIC are subject to regulatory
approval.

The last rating action occurred on February 13, 2008 when Moody's
affirmed the senior debt rating of PMA Capital Corporation and the
insurance financial strength of PMAIG and placed the B1 insurance
financial strength rating of PMACIC under review for possible
downgrade.

These ratings have been affirmed with a stable outlook:

* PMA Capital Corporation -- senior unsecured debt at Ba3;

* Manufacturers Alliance Insurance Company - insurance financial
  strength at Baa3;

* Pennsylvania Manufacturers' Association Insurance Company -
  insurance financial strength at Baa3; and

* Pennsylvania Manufacturers Indemnity Company - insurance
  financial strength at Baa3.

This rating was downgraded and will be withdrawn:

* PMA Capital Insurance Company -- insurance financial strength
  to B2 from B1.

PMA Capital Corporation, headquartered in Blue Bell, Pennsylvania,
is an insurance holding company whose operating subsidiaries
provide insurance and fee-based services.  Insurance products
include workers' compensation and other commercial property and
casualty lines of insurance, primarily in the eastern part of the
United States, underwritten and marketed under the trade name The
PMA Insurance Group.  Fee-based services include third party
administrator, managing general agent and program administrator
services.  For 2008, PMA Capital Corporation reported net written
premiums of $414 million and net income of $5.7 million.  As of
December 31, 2008, shareholders' equity was $345 million.

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


PRIDE INTERNATIONAL: S&P Ups BB+ by One Notch After 2008 Results
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it upgraded offshore
contract drilling firm Pride International Inc.  S&P raised the
corporate credit rating and the rating on Pride's unsecured issues
to 'BBB-' from 'BB+'.  The outlook is stable.

The rating action follows the completion of a full review of the
company's 2008 year-end results.

"The upgrade primarily reflects balance sheet improvement achieved
over the past several years and leverage metrics that compare
similarly to investment grade-rated offshore drilling peers,"
Standard & Poor's credit analyst Jeffrey Morrison.

The rating action also incorporates S&P's view that a high
percentage of deepwater-related contract backlog and low debt
levels will provide support to ratings, despite S&P's expectations
of continued weakening industry fundamentals over the near to
intermediate term.  S&P also expects management will prudently
manage its liquidity and debt over the next several years given
the high capital spending requirements (and the potential for
negative free cash flow in future periods) related to its newbuild
program.

As of Dec. 31, 2008, Houston, Texas-based Pride had about
$780 million in long-term debt.

The ratings on Pride reflect a midsize, asset-diversified fleet of
mobile offshore drilling units, good geographic diversity, a
sizable backlog of attractively priced contract revenues, and low
debt leverage.  Ratings also reflect the large near- to
intermediate-term capital spending requirements associated with
its four newbuild drillships, expectations of weaker contracting
conditions for the shallow and mid-water depth markets in 2009,
and participation in the historically cyclical and capital-
intensive marine contract drilling industry.


PROMISE HOUSE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Promise House LLC
        7371 Atlas Walk Way #637
        Gainesville, VA 20155

Bankruptcy Case No.: 09-11569

Type of Business: Promise House LLC is a single-asset real estate
                  debtor.

Chapter 11 Petition Date: March 3, 2009

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

Debtor's Counsel: Scott J. Newton, Esq.
                  Stephens, Boatwright, Primeau & Cooper
                  9255 Lee Avenue
                  Manassas, VA 20110
                  Tel: (703) 361-8246
                  Fax: 703-361-4171
                  Email: newton@manassaslaw.com

Estimated Assets: 0$ to $50,000

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

The Debtor's Largest Unsecured Creditors:

  Entity                       Claim Amount
  ------                       ------------
Scott & Cheryl Holmes          $60,000.00
205 Charles Street
Vienna, VA 22180
Culpeper County

David L. DeJarnette,
Treasurer
PO Box 1447
Culpeper, VA 22701
Town of Culpeper                 25,000.00

400 South Main Street
uite 109

Culpeper, VA 22701

The petition was signed by Andre D. Sadowski, member of the
company.


PSYCHIATRIC SOLUTION: S&P Assigns 'BB-' Rating on Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-' rating to Psychiatric Solution Inc.'s add-on to its existing
revolving credit facility.  The ratings agency also assigned a
recovery rating of '2', indicating expectations for substantial
recovery (70-90%) in the event of default.  Standard & Poor's
Ratings Services also affirmed its ratings on Franklin, Tennesee-
based Psychiatric Solutions Inc., including the 'B+' corporate
credit rating.  The rating outlook is stable.

"The affirmation follows the company's completion of an add-on to
its existing revolving credit facility by $200 million," said
Standard & Poor's credit analyst David Peknay.  This new
borrowing, as provided for in the current bank credit agreement,
effectively extends its revolving credit facility by two years to
December 2011.  Concurrently with the new add-on, the company
voluntarily terminated a like amount of revolver capacity with an
upcoming maturity in December 2009.

The rating on behavioral health services provider Psychiatric
Solutions Inc. continues to reflect the company's significant debt
burden, the risks associated with its acquisition strategy, the
challenge of managing a fast-growing entity, and the impact of the
weak economy on the company's patient volume.  PSI also is exposed
to potential third-party payor pricing and reimbursement changes.
These risks are the key drivers of its speculative-grade credit
profile, notwithstanding the company's position as one of the
largest providers in the highly fragmented behavioral health
industry, and its experience in integrating acquisitions.

PSI's extensive use of debt to pursue an acquisitive growth
strategy highlights its aggressive financial policy.  In fact, in
2008 PSI spent $166 million on acquisitions, in concert with its
debt-financed expansion involving over $1 billion in the previous
three years.  Its acquisitions, along with good same-facility
revenue growth, helped drive a 22% increase in lease-adjusted
EBITDA in 2008 compared with 2007.  This growth, although debt-
financed, helped drive its lease-adjusted EBITDA down to 4.4x as
of Dec. 31, 2008, as compared with 4.9x a year earlier.  S&P
believes the company will continue making acquisitions to further
expand its portfolio of 95 free-standing behavioral health
facilities with over 10,000 licensed beds.  However, acquisition
activity may be constrained in 2009 because of the upcoming
reduction in the size of its revolving credit facility.  In S&P's
view, this leverage is adequate for the rating given PSI's weak
business profile.


RENAISSANCE HOSPITAL: Seeks to Borrow Money, Hearing on March 23
----------------------------------------------------------------
An attorney for Renaissance Hospital has sought the permission of
the U.S. Bankruptcy Court for the Northern District of Texas to
borrow money, incur debt, and remain open, Scott Lawrence at KFDM
News reports, citing a court spokesperson.

KFDM News relates that a hearing on the motion is set for
March 23.

According to KFDM News, Renaissance Health is aiming to return to
full operation in the next several days.  "Our plan for coming out
of reorganization is still in place....  We'll be ramping back to
full operations during the next several days.  The Court is
allowing us to continue.  Everything is back on track.
Discussions with a potential buyer are an ongoing process," KFDM
News quoted Renaissance Hospital spokesperson Dorrane Smith as
saying.

Mr. Smith, KFDM News relates, said that all departments at
Renaissance Health are open.

KFDM News relates that several Renaissance Health workers left the
hospital last Friday after learning about the hospital's financial
situation and some patients moved to other hospitals or were
discharged.

Renaissance Hospital's lawyers were negotiating to keep the
hospital out of Chapter 7 bankruptcy, Amy Moore at
Beaumontenterprise.com states, citing Dorraine Smith, Business
Development Director for the hospital.  Ms. Simth said that
employees would know by Friday if the hospital will stay open,
Beaumontenterprise.com relates.

According to Beaumontenterprise.com, the bankruptcy court told
Renaissance Hospital last week that it would force the hospital
into Chapter 7 bankruptcy, which would mean it would have to
close.  The court then decided to give the hospital more time for
negotiations with possible investors, the report states.
"Negotiations are ongoing and they've said we'll know for sure by
the end of the week," Beaumontenterprise.com quoted Ms. Smith as
saying.

Headquartered in Terrell, Texas, Renaissance Hospital Terrell,
Inc. -- http://terrell.renhealthcare.org/-- provides medical
services.  The company and its affiliates, Renaissance Hospital-
Grand Prairie, Inc., filed for Chapter 11 protection on Aug. 21,
2008 (Bankr. N.D. Tex. Lead Case No. 08-34143).  Holland N.
On'Neil, Esq., Marcus A. Helth, Esq., Michael S. Haynes, Esq., at
Gardere Wynne Sewell LLP, represent the Debtors.  The U.S Trustee
for Region 6 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  Shari L. Heyen, Esq., and William L.
Medford, Esq., at Greenberg Traurig LLP, represent the Committee
in this cases.  When the Debtors filed for protection from their
creditors, they listed assets and debts between
$10 million and $50 million each.


RENEWABLE ENVIRONMENTAL: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Renewable Environmental Solutions, LLC
        460 Hempstead Avenue
        West Hempstead, NY 11552

Bankruptcy Case No.: 09-10979

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Resource Recovery Corporation                      09-10980
Thermo Depolymerization Process, LLC               09-10981

Type of Business: The Debtors process agricultural waste material
                  and use thermal conversion process in the
                  agricultural and food industries.

                  See: http://www.res-energy.com/

Chapter 11 Petition Date: March 4, 2009

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brendan M. Scott, Esq.
                  Email: bscott@klestadt.com
                  Patrick J. Orr, Esq.
                  porr@klestadt.com
                  Tracy L. Klestadt, Esq.
                  tklestadt@klestadt.com
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Total Assets: $25,105,391

Total Debts: $1,603,366

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Butterball LLC                                   $304,607
Attn: Allison Out
501 N. Oak Forest Rd.
Goldsboro, NC 27534

WMC, Inc.                                        $262,732
1820 N. Nias Avenue
Springfield, MO 65803

Terra Renewal Services, Inc.                     $115,180
P.O. Box 4228, Department 5297
Houston, TX 77210-4228

Shook, Hardy & Bacon. L.L.P.                     $70,547

Carthage Water & Electric Plant                  $63,815

United Solutions                                 $62,770

Seepex, Inc.                                     $51,830

Brenntag Mid-South, Inc.                         $38,924

Tuthill Vacuum & Blower Systems                  $36,900

Furmanite                                        $35,053

Step Up Trucking LLC                             $34,529

AICCO, Inc.                                      $29,163

Plant Maintenance Services, LLC                  $28,337

C&M Electric, Inc.                               $27,551

Coyle Supply Springfield, Inc                    $27,312

John Crane Inc.                                  $23,238

Motion Industries, Inc.                          $21,462

Separators Inc.                                  $21,263

Guideline, Inc.                                  $20,643

Dupps                                            $20,060

The petition was signed by Brian S. Appel, chief executive
officer.


RIPLEY CENTRAL SCHOOL:  Moody's Keeps Rating on District Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed an underlying Baa3 rating
on Ripley Central School District, New York outstanding
$8.2 million general obligation bonds.  The general obligation
bonds are secured by the district's unlimited tax pledge.  The
rating reflects the district's limited tax base with wealth levels
below state averages, satisfactory financial position and a high
debt burden largely mitigated by state aid.

       Limited, Rural Tax Base With Utility Concentration

Moody's expects the district's small $65.6 million tax base will
remain limited as new growth opportunities are sparse.  Located in
Chautauqua County (G.O. rated A2/Negative Outlook) on Lake Erie,
the district is primarily residential and agricultural.  Many
residents commute to employment in nearby Erie, PA (G.O. rated
Ba1), Jamestown (G.O. rated Baa3) and Dunkirk (G.O. rated Baa3).
The district's tax base exhibits moderate concentration with
railroad companies (CSX and Norfolk and Southern) and utility
companies (National fuel, National grid, and Chautauqua & Erie
Comm.) comprising 10.1% of assessed valuation.  Tax base growth
has been limited, with full valuation growth averaging 3.2%
annually for the last five years, reflecting low regional market
appreciation. Wealth indices are well below state averages and
full value per capita is modest at $31,841.  The district is
currently considering plans to merge with a neighboring school
district, Moody's plans to monitor the impact of a possible
consolidation during the coming years.

                 Satisfactory Financial Position

Moody's believes the district's financial operations will remain
stable given prudent management strategies of conservative
budgeting although possible state aid cuts may place pressure on
current reserve levels.  Over the last five years, the district
has increased reserves to a solid $1.4 million or 19.4% of general
fund revenue (fiscal 2008) from $1.1 million or 17.8% of general
fund revenue (fiscal 2004).  Surpluses in three of the last five
years can be attributed to expenditure savings related to employee
benefits and teaching.  However, fiscal 2008 resulted in a
$323,000 use of reserves due to a partial payment of the $729,000
owed to the State of New York for a state aid overpayment.
Management expects to pay the remaining portion in fiscal 2009
which will result in the utilization of the entire $212,000
appropriation from fund balance.  In fiscal 2010, the district is
budgeting the executive state budget proposal for aid (a $120,000
reduction net of building aid), which accounted for 69.8% of
revenues in fiscal 2008.  The Baa3 rating assignment reflects
Moody's expectation that reserves will continue to grow, despite
the 2008 drawdown, in line with budgetary growth.

            High Debt Burden Mitigated By Substantial
                    State School Building Aid

Moody's expects the district's high overall debt burden (12.8%) to
be manageable given substantial state building aid (95%) and
limited future borrowing plans.  The district's overall debt
burden falls to an average 1.7% when taking into account school
building aid. Amortization of principal is average at 65.6% in 10
years.  Positively, the district has no variable rate obligations
or derivative agreements.  The district does plan to begin a
$1.8 million capital improvement project that will be financed
primarily through excel aid in the fall of 2009.

Key Statistics:

  * 2000 Population: 2,224

  * 2008 Full Valuation: $70.8 million

  * 2008 Full Value Per Capita: $31,841

  * Direct Debt Burden: 12.0%

  * Overall Debt Burden (adjusted for school building aid): 12.8%
    (1.7%)

  * Payout of Principal (all tax-backed debt): 65.6%

  * FY08 General Fund Balance: $1.438 million (19.4% of General
    Fund Revenues)

  * Median Family Income as a % of state: 76.0% (78.5% of the US)

  * Per Capita Income as a % of state: 68.4% (74.1% of the US)

  * GO debt outstanding: $10.14 million

The last rating action was on April 21, 2003 when an initial
underlying Baa3 rating of Ripley Central School District, New York
was assigned.


ROBBINS BROS: Files Chapter 11 With Asset Purchase Agreements
-------------------------------------------------------------
Robbins Bros. Corporation, which claims to be "World's Biggest
Engagement Ring Store(R)" said on March 3 that it filed a
voluntary Chapter 11 petition in the United States Bankruptcy
Court for the District of Delaware.  Chapter 11 allows the Company
to continue operating in the ordinary course of business while it
addresses its financial affairs.  The Company will remain in
control of its operations and continue to focus on helping couples
find their perfect engagement rings.

As part of the process, the Company has entered into two separate
asset purchase agreements: one with Spence Diamonds, Inc., a
premier diamond and jewelry retailer with locations across Canada,
with respect to the sale and purchase of the Company's Chicago-
area stores and certain Houston-area stores; and a second
agreement with an affiliate of one of the Company's investors for
the sale and purchase of substantially all of the other assets of
the Company. As required by the Bankruptcy Code, these proposed
sale transactions will be subject to Bankruptcy Court supervision
and overbidding by any other prospective purchasers. The Company's
main senior lender, Wells Fargo Bank, N.A., supports these
transactions, subject to an overbidding process.

"Filing under Chapter 11 was the best way for Robbins Bros. to
accomplish these transactions for the benefit of the Company's
customers, employees, suppliers and business partners, and to
ensure that the Company's creditors are treated fairly. During
this process, the Company's business and operations will continue
as usual, and customers can be assured that Robbins Bros. will
continue to offer exceptional products and service to its
customers," stated Andy Heyneman, President of Robbins Bros.

In addition, the Company has sufficient resources to continue to
operate its business in the ordinary course, pending the sale
transactions. Given its stable condition, the Company does not
need any debtor-in-possession financing to continue to operate,
and does not expect any interruption in the delivery of goods and
services to its customers throughout the United States.

Recognizing the importance of the Company's customers to the
success of its business, the Company has requested that the
bankruptcy court permit it to continue to honor all currently
existing customer programs. The Company has also requested
authorization from the bankruptcy court to continue other business
practices designed to ease the Company's entry into Chapter 11,
and otherwise allow the Company to operate business as usual
pending closing of the sale transactions.

"In today's adverse economic conditions, we are very pleased to
have achieved such strong support for the sale of the Company's
stores and business that is beneficial to our customers,
employees, suppliers and business partners. This process allows
the Company to take advantage of opportunities notwithstanding the
current, challenging economic environment, and to continue to
provide exceptional products and services to our customers. We
look forward to the approval and consummation of these
transactions in an expeditious manner," stated CEO and Chairman,
Stephen Robbins. The Company anticipates promptly completing the
transactions, perhaps in as few as 60 days.


ROBBINS BROS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robbins Bros. Corporation
        aka William Pitt, Inc.
        aka William Pitt, LLC
        1300 W. Optical Drive, Suite 200
        Azusa, CA 91702

Bankruptcy Case No.: 09-10708

Type of Business: The Debtor sells jewelries.

                  See: http://www.robbinsbros.com/

Chapter 11 Petition Date: March 3, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Bruce Grohsgal, Esq.
                  bgrohsgal@pszyj.com
                  Pachulski, Stang, Ziehl Young & Jones
                  919 N. Market Street, 16th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400

Claims, Noticing
and Balloting
Agent:            Omni Management Group LLC
                  16501 Ventura Blvd., Suite 440
                  Encino, CA 91436-2068
                  Tel: (818) 906-8300
                  Fax: (818) 783-2737
                  http://omnimgt.com/

Bankruptcy
Reporting
Advisor:          Deloitte Financial Advisory Services LLP
                  2200 Ross Avenue, Suite 1600
                  Dallas, TX 75201
                  http://www.deloitte.com/
Investment
Banker:           William Blair & Company, L.L.C.
                  222 West Adams Street
                  Chicago, IL 60606
                  Tel: (312) 236-1600
                  http://www.williamblair.com/

Tax Advisor:      Deloitte Tax LLP
                  2200 Ross Avenue, Suite 1600
                  Dallas, TX 75201
                  http://www.deloitte.com/

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Leo Schachter Diamonds LLC     Trade debt        $2,705,715
Attn: Chevy Libman
579 Fifth Ave .
New York , NY 10017
Tel: (800) 223-2082
Fax: (212) 935-5871

Leo Schachter Diamonds Ltd.    Trade debt        $1,822,093
Attn: Danielle Mesika
54 Betzalele St. Yahalom -
Bldg. 21-22 Floor
Ramat-Gan.lsraeI 52521
Tel: (972) 3-576-6222
Fax: (972) 3-575-3569

Moshe Namdar & Co (Usa) Inc.   Trade debt        $1,410,234
Attn: Larry Liebman
579 Fifth Ave ., Suite 602
New York, NY 10017
Tel: (212) 759-0500
Fax: (212) 759-0100

Revolution Media, Inc.         Marketing         $927,638
Attn: Leslie Mull services
3733 Motor Avenue, 2nd Floor
Los Angeles, CA 90034
Tel: (310) 836-1700
Fax: (310) 836 -1750

T3                             Marketing         $739,940
Attn: Stephanie Palaganas      services
1806 Rio Grande
Austin, TX 78701
Tel: (512) 499 -8811
Fax: (512) 499-8552

R & R Grosbard Inc.            Trade debt        $597,851
Attn: Fran Laucella
1185 Avenue Of The Americas
0th Floor
New York, NY 10036
Tel: (800) 223 -0592
Fax: (212) 840-3765

Leo Schachter Diamonds         Trade debt        $590,186
Complete
Attn: Chevy Libman
579 Fifth Ave.
New York, NY 10017
Tel: (800) 223-2082
Fax: (212) 317-2050

Simon G. Jewelry Inc.          Trade debt        $554,455
Attn: Violet Lalaian
528 State Street
Glendale, CA 91203
Tel: (818) 500-8595
Fax: (818) 500-9697

Nelson Jewellery Arts Co.      Trade debt        $518,909
Ltd.
Attn: Dan Glober
      Katie Lam
631 South Olive Street
Suite 900
Los Angeles, CA 90014
Tel: (213) 489-3323
Fax: (213) 489-1832

Golden West Manufacturing      Trade debt        $255,587

Eurostar Belgium Inc.          Trade debt        $216,326

Scott Kay, Inc.                Trade debt        $209,057

Twinklediam, Inc.              Trade debt        $208,537

Waldman Diamonds Complete LLC  Trade debt        $171,221

Frederick Goldman, Inc.        Trade debt        $149,023

Luminar Creations              Trade debt        $140,699

Ritani LLC Ritani LLC          Trade debt        $137,599

Harris County Tax              payments          $125,156

Dumell L.L.C.                  Trade debt        $117,066

Diamond House Inc.             Trade debt        $108,792

Continental Jewellery (Mfg)    Trade debt        $108,497
Limited

A. Jaffe                       Trade debt        $99,655

Tacori Tacori                  Trade debt        $93,311

Response Remediation Services  Repair &          $84,222
                               Maintenance

Grosbard, Inc. Grosbard, Inc.  Trade debt        $80,935

The World Jewellery            Trade debt        $79,724
International Co., Ltd.

Dallas County Tax Office       Tax payments      $77,053

Coast Diamond                  Trade debt        $75,470

Fiserv Credit Processing       Trade debt        $75,434

Beauty Gems Factory Co. Ltd.   Trade debt        $73,667

The petition was signed by Bruce Ross, chief financial officer.


RUFE CHEVROLET: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Rufe Chevrolet, Inc.
        c/o Earl Schorpp II
        1826 Rasp Drive
        Carlisle, PA 17013

Bankruptcy Case No.: 09-01513

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert L. O'Brien, Esq.
                  O'Brien Baric and Scherer
                  19 West South Street
                  Carlisle, PA 17013
                  Tel: 717 249-6873
                  Fax: 717                   249-5755
                  Email: robrien@obslaw.com

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

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

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

The petition was signed by Earl L. Schorpp, president of the
Company.


SAUL REAL: Moody's Withdraws 'Ba3' Rating for Business Reasons
--------------------------------------------------------------
Moody's Investors Service withdrew the Ba3 issuer rating of B.F.
Saul Real Estate Investment Trust.  Moody's has withdrawn this
rating for business reasons.

Outlook Actions:

Issuer: B.F. Saul Real Estate Investment Trust

  -- Outlook, Changed To Rating Withdrawn From Rating Under Review

Withdrawals:

Issuer: B.F. Saul Real Estate Investment Trust

  -- Issuer Rating, Withdrawn, previously rated Ba3

The last rating action on B. F. Saul was taken on December 4,
2008, when its ratings were put on review for possible downgrade.

B. F. Saul Real Estate Investment Trust, headquartered in
Bethesda, Maryland, and former holding company of Chevy Chase
Bank, F. S. B., reported consolidated assets of $16.2 billion at
the end of September 2008.


SHILOH INDUSTRIES: Moody's Reviews 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service said it will continue to review for
possible downgrade of the ratings of Shiloh Industries, Inc.,
including its Corporate Family Rating of B1 and $120 million
senior secured revolving credit facility of Ba3, following the
release of Shiloh's 1Q2009 earnings.

Moody's last action on Shiloh took place on December 17, 2008 when
the company's CFR was downgraded to B1 from Ba3 and all ratings
were placed under review for possible downgrade.

Headquartered in Valley City, Ohio, Shiloh Industries, Inc. is a
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive, heavy
truck and other industrial markets.


SLS INTERNATIONAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: SLS International, Inc.
        1650 W. Jackson Street
        Ozark, MO 65721

Bankruptcy Case No.: 09-10696

Chapter 11 Petition Date: March 3, 2009

Court: United States Bankruptcy Court
       District of Delaware

Judge: Kevin Gross

Debtor's Counsel: Frederick Brian Rosner, Esq.
                  Messana Rosner & Stern, LLP
                  1000 N. West Street
                  Wilmington, DE 19801
                  Tel: 302-777-1111
                  Email: frosner@mrs-law.com

Total Assets: $2,703,309.00

Total Debts: $5,661,504.00

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

             http://bankrupt.com/misc/deb09-10696.pdf

The petition was signed by John Gott, CEO of the company.


SMURFIT-STONE: Gets Final OK to Use Lenders' Cash Collateral
------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Smurfit-Stone Container
Corporation to use all cash collateral of their Prepetition
Secured Parties.  Accordingly, the Prepetition Secured Parties are
directed to promptly turn over to the Debtors all Cash Collateral
received or held by them, provided that the Prepetition Secured
Parties are granted adequate protection.

The Debtors' right to use the Cash Collateral will terminate upon
notice being provided by the DIP Agents to the Debtors (i) that a
DIP Order Event of Default has occurred and is continuing, and
(ii) of the termination of the DIP Credit Agreement.

As reported by the Troubled Company Reporter on February 2, 2009,
Judge Shannon granted, on an interim basis, the Debtors permission
to use the cash collateral securing obligations to prepetition
lenders.

Smurfit-Stone Container Enterprises, Inc., and its wholly-owned
subsidiary, Smurfit-Stone Container Canada, Inc., are borrowers
under a Credit Agreement, dated as of November 1, 2004, with
JPMorgan Chase Bank and several other financial institutions.
Under the Prepetition Credit Agreements, Smurfit-Stone Container
Corporation guaranteed all of the obligations of SSCE -- the
Prepetition U.S. Obligations -- while certain material
subsidiaries of SSC Canada, as well as SSCC and SSCE, guaranteed
the obligations of SSC Canada -- the Prepetition Canadian
Obligations.

The Prepetition U.S. Obligations are secured by liens on
substantially all of the assets of SSCC and SSCE, as well as by
the capital stock of SSCE and 65% of the capital stock of SSC
Canada.  The Prepetition Canadian Obligations are secured by
liens on substantially all of the assets of SSC Canada and the
Pre-Petition Canadian Guarantors, pledges of all of the capital
stock of the Prepetition Canadian Guarantors, and the liens and
stock pledges securing the Prepetition U.S. Obligations.

The Debtors' material assets that do not constitute collateral
under the Prepetition Credit Agreements consist primarily of
three mills and approximately 30 corrugated container facilities.

"It is vital to the success of the Debtors' reorganization
efforts that they immediately obtain access to sufficient
postpetition financing and access to cash collateral," said
proposed counsel for the Debtors, James F. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois.

As adequate protection for the interest of the Prepetition
Secured Parties in the Prepetition Collateral on account of the
granting of the DIP Liens, subordination to the Carve Out, the
Debtors' use of Collateral, including Cash Collateral, and other
decline in value arising out of the automatic stay or the
Debtors' use, sale, or lease of the Prepetition Collateral, or
otherwise, the Prepetition Secured Parties will receive:

  (a) Prepetition Replacement Liens
  (b) Prepetition Superpriority Claim
  (c) Adequate Protection Payment

The DIP Liens and DIP Superpriority Claims on the one hand, and
the Prepetition Liens, the Prepetition Replacement Liens and the
Prepetition Superpriority Claims, on the other, are subordinate
only to the Non-Primed Liens and the Priority Liens, and these
items, in the event of the occurrence and during the continuance
of an Event of Default or a Default or both:

  * with respect to U.S. Loan Parties and their Cases and
    assets, (i) the payment of allowed and unpaid professional
    fees and disbursements incurred by (a) the U.S. Loan
    Parties and (b) any statutory committees appointed in the
    Cases of the U.S. Loan Parties, in an aggregate amount of
    items (a) and (b) not in excess of the lesser of (I)
    $4,000,000, and (II) $6,500,000, and (ii) the payment of
    fees pursuant to 28 U.S.C. Section 1930 and to the Clerk of
    the Bankruptcy Court and -- the Carve-Out;

  * the CCAA DIP Lenders' Charge in the assets of the Canadian
    Loan Parties in the Canadian Cases will be subject to the
    Canadian Court ordered administration charge in an aggregate
    amount not in excess of $1,000,000 for the payment of (a)
    allowed and unpaid professional fees and disbursements
    incurred by professionals retained by the Canadian Loan
    Parties and (b) allowed and unpaid professional fees and
    disbursements of the monitor in the Canadian Cases including
    allowed and unpaid legal fees and expenses of its counsel;

  * the CCAA DIP Lenders' Charge in the assets of the Canadian
    Loan Parties in the Canadian Cases will also be subject to
    the Canadian Court ordered directors charge in an amount not
    exceeding $8,600,000, securing the Canadian Loan Parties'
    obligation to indemnify the officers and directors of the
    Canadian Loan Parties for personal liability.

             Calpine Corrugated's Use of Collateral

Meanwhile, Judge Shannon, on an interim basis, authorized Calpine
Corrugated LLC to continue using the Cash Collateral during the
period beginning on the Petition Date and ending on March 14,
2009, solely in accordance with the terms of the initial interim
order and a seven-week cash collateral budget.

A copy of the Budget is available for free at:

            HUhttp://bankrupt.com/misc/SmurfBudget.pdfU

The final hearing on the request is adjourned to March 10, 2009.

                     DIP Financing Approved

As reported by the TCR on February 24, 2009, the Court issued a
final order authorizing the Debtors to borrow under a debtor-in-
possession credit agreement with JPMorgan Chase Bank, N.A., as
U.S. administrative agent and collateral agent, up to an aggregate
committed amount of $750,000,000, which consists of:

  * $400,000,000 term loan facilities for borrowings by Smurfit-
    Stone Container Enterprises, Inc.;

  * $35,000,000 term loan facilities for borrowings by Smurfit-
    Stone Container Canada;

  * $215,000,000 revolving credit facility for borrowings by
    SSCE and/or SSC Canada;

  * $35,000,000 revolving credit and letter of credit facility
    for borrowings by SSCE and/or SSC Canada; and

  * $65,000,000 revolving credit and letter of credit facility
    available in U.S. dollars or Canadian dollars for borrowings
    by SSCE and/or SSC Canada.

"We believe that the DIP facility will provide the company with
ample liquidity to operate throughout the restructuring process,"
Patrick J. Moore, Smurfit-Stone's chairman and chief executive
officer, said in statement.  "We are pleased to have completed
this initial phase of the process, and remain focused on
providing our customers with an uninterrupted supply of quality
goods and services, and strengthening our partnerships with our
vendors.  We are moving forward to restructure our debt and
develop a capital structure more suited to support our long-term
growth and profitability."

All borrowings by SSCE will be guaranteed by the other U.S.
Debtors and SSC Canada and all borrowings by SSC Canada will
be guaranteed by all of the other Debtors.

The proceeds of the DIP Facility will be used solely for:

  (i) working capital, Letters of Credit and Capital
      Expenditures;

(ii) other general corporate purposes of the Debtors;

(iii) payment of any related transaction costs, fees and
      expenses; and

(iv) the costs of administration of the Cases.

However, no more than $250,000 of the proceeds of the Loans or
the DIP Collateral may be used by the Official Committee of
Unsecured Creditors to investigate, and by the monitor in the
Canadian Cases to review prepetition liens and claims of the
Prepetition Agent and the Prepetition Lenders, Judge Shannon
said.

Effective immediately, the DIP Agents are granted security
interests and liens, provided that no U.S. Debtor will be asked
to pledge in excess of 65% of the capital stock of its direct
foreign subsidiaries or any of the capital stock of any indirect
foreign subsidiaries:

  * with respect to the DIP Obligations of the U.S. Debtors and
    SSC Canada:

       (a) a perfected first priority lien on all unencumbered
           property of the U.S. Debtors and SSC Canada and on
           all cash maintained in any Collateral Account and any
           investments of the funds contained therein, provided
           that amounts in the Collateral Accounts will not be
           subject to the carve out or the CCAA Charges;

       (b) a perfected junior lien upon all property of the U.S.
           Debtors and SSC Canada that is subject to valid and
           perfected and unavoidable Liens in existence on the
           Petition Date or that is subject to valid Liens in
           existence on the Petition Date that are perfected
           subsequent to the Petition Date as permitted by
           Section 546(b) of the Bankruptcy Code; and

       (c) a perfected first priority, senior priming Lien on
           all property of the U.S. Debtors and SSC Canada that
           is subject to the existing liens which secure the
           obligations of the Debtors under or in connection
           with the Prepetition Financing Agreement, and other
           Liens, obligations or indebtedness of the Debtors
           junior to the Prepetition Financing Agreement.  The
           Lien will be primed by and made subject and
           subordinate to the perfected first priority senior
           priming Liens to be granted to the U.S. DIP Agent.
           The senior priming Liens in favor of the U.S. DIP
           Agent will also prime any Liens granted after the
           Petition Date to provide adequate protection Liens in
           respect of any of the Primed Liens, but will not
           prime:

              -- Non-Primed Liens which secure the Calpine
                 Corrugated LLC Debt; or

              -- other Non-Primed Liens solely to the extent
                 Non-Primed Liens secure claims aggregating less
                 than or equal to $60,000,000;

  * with respect to the DIP Obligations of the Canadian
    Guarantors relative to the Canadian Term Loan and the
    Canadian Revolving Facility:

       (a) a perfected first priority Lien on all unencumbered
           property of the Canadian Guarantors and on all cash
           maintained in any Collateral Account and any direct
           investments of the funds contained therein, provided
           that amounts in the Collateral Accounts will not be
           subject to the Carve Out or the CCAA Charges;

       (b) a perfected junior Lien upon all property of the
           Canadian Guarantors that is subject to valid and
           perfected and unavoidable Liens in existence on the
           Petition Date or that is subject to valid Liens in
           existence on the Petition Date that are perfected
           subsequent to the Petition Date; and

       (c) a perfected first priority, senior priming Lien on
           all property of the Canadian Guarantors that is
           subject to the Primed Liens, which Primed Liens will
           be primed by and made subject and subordinate to the
           perfected first priority senior priming Liens to be
           granted to the U.S. DIP Agent, which senior priming
           Liens in favor of the U.S. DIP Agent will also prime
           any Liens granted after the Petition Date to provide
           adequate protection Liens in respect of any of the
           Primed Liens, but will not prime:

              -- Non-Primed Liens which secure the Calpine Debt;
                 or

              -- other Non-Primed Liens solely to the extent
                 Non-Primed Liens secure claims aggregating less
                 than or equal to $60,000,000;

Notwithstanding anything to the contrary in the DIP Credit
Agreement and the Final Order, the DIP Liens on the Calpine
Property will be junior to the Calpine Lender Liens in the
Calpine Property.  The DIP Liens are subject only to the Non-
Primed Liens and, in the event of the occurrence and during the
continuance of an Event of Default or Default or both, to the
Carve Out and the CCAA Charges.  The DIP Liens granted by the
U.S. Debtors and SSC Canada will secure all of the DIP
Obligations.

The DIP Obligations of the U.S. Debtors and SSC Canada, will at
all times constitute an allowed Superpriority Claim and be
payable from and have recourse to all prepetition and
postpetition property of the estates of the U.S. Debtors and SSC
Canada and all proceeds thereof, subject to the Carve-Out.  In
the case of SSC Canada, the CCAA Charges, and, in the case of
Calpine, any superpriority claim granted to the Calpine Lenders
against Calpine.

The DIP Obligations of the Canadian Guarantors relative to the
Canadian Term Loan and the Canadian Revolving Facility will at
all times constitute an allowed Superpriority Claim and be
payable from and have recourse to all prepetition and
postpetition property of the estates of the Canadian Guarantors
and all proceeds thereof, subject to the CCAA Charges and, in the
case of SSC Canada, the Carve-Out.

All (a) DIP Obligations will be immediately due and payable, and
(b) authority to use the proceeds of the DIP Financing Agreements
will cease, both on the date that is the earliest to occur of:

  * the Maturity Date,

  * the effective date of a Reorganization Plan that is
    confirmed or sanctioned pursuant to an order of the
    Bankruptcy Court or the Canadian Court, as the case may be,
    in the Cases, and

  * the acceleration of the Loans and the termination of the
    Revolving Commitments in accordance with the DIP Credit
    Agreement.

Maturity date refers to the date that is (i) 12 months after
commencement of the Chapter 11 cases, (ii) 15 months after
commencement of the Cases upon effectiveness of the Fifteen Month
Facility Extension Option, and (iii) 18 months after commencement
of the Cases upon effectiveness of the Eighteen Month Facility
Extension Option.

                 Objections are Overruled

Several parties tried to block approval of the Debtors' DIP
Financing:

  * AIG Commercial Equipment Finance, as the assignee of a
    master lease agreement and certain master lease schedules
    for the lease of a certain John Deere equipment to Smurfit-
    Stone Container Enterprises, Inc.;

  * All Truck Transportation Co., an administrative claimant and
    unsecured creditor in the Debtors' Chapter 11 cases; and

  * Dallas County, El Paso, Tarrant County, and Hopkins County
    and the City of Memphis.

AIG objected to the Debtors' Request to the extent that the
Debtors seek to prime AIG's liens on the Equipment.  AIG argued
that under Section 364(d)(2) of the Bankruptcy Code, AIG's lien
cannot be primed unless AIG is provided with adequate protection.
Although the Debtors propose to provide the "Prepetition Secured
Parties" with adequate protection, no protection is proposed for
AIG.

All Truck Transpo, on the other hand, submits that a final order
granting the Debtors' Request should not grant the DIP Lenders a
lien on Chapter 5 avoidance actions; and the Court should not
allow the Debtors to waive their rights pursuant to Section
506(c) of the Bankruptcy Code.  Jason W. Steib, Esq., at Blank
Rome LLP, in Wilmington, Delaware, argued that avoidance actions
represent one of the only avenues of recovery for administrative
claimants and unsecured creditors.  Thus, proceeds of avoidance
actions should not be used to pay any superpriority claims
granted by a Final Order pursuant to Sections 364(c)(I) or 507(b)
of the Bankruptcy Code.

Dallas County, El Paso, Tarrant County, and Hopkins County and
the City of Memphis, for their part, asked the Court to order
appropriate provisions to assure the protection of the position
of secured tax creditors.  The Tax Authorities assert that they
have secured claims totaling approximately $1,260,000 for ad
valorem taxes owed on the Debtors' business personal property for
the 2008 and 2009 tax years.  In behalf of the Tax Authorities,
Elizabeth Weller, Esq., at Linerbarger Goggan Blair & Sampson
LLP, in Dallas, Texas, contended that the Debtors have failed to
demonstrate that the liens of the Local Tax Authorities are
adequately protected as required by Section 364(d)(1)(b) of the
Bankruptcy Code.  Ms. Weller pointed out that the proceeds from
the sale of the collateral of the Tax Authorities constitute the
cash collateral of the claimants, and they object to the use of
their collateral to pay any other creditors of the Debtors'
estate.

Judge Shannon ruled that all objections to the entry of the Final
DIP Order were either withdrawn, resolved or overruled.

A copy of the Final DIP Order is available for free at:

             http://bankrupt.com/misc/SmurfFinalORD.pdfU

                        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: Seeks to Hire Young Conaway as Bankruptcy Counsel
----------------------------------------------------------------
Smurfit-Stone Container Corp. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor LLP as their
bankruptcy co-counsel, nunc pro tunc to January 26, 2009.

The Debtors say Young Conaway has extensive knowledge, expertise,
and experience in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

The Debtors submit that Young Conaway's knowledge, expertise and
experience will enable the Firm to work in an efficient and cost-
effective manner on behalf of the Debtors' estates.

Additionally, Craig A. Hunt, the Debtors' senior vice president,
secretary and general counsel, points out that in preparing for
the Debtors' Chapter 11 cases, Young Conaway has become familiar
with the Debtors' businesses and affairs and many of the
potential legal issues which might arise in the context of the
Chapter 11 cases.

The professional services that Young Conaway will render to the
Debtors include, but will not be limited to:

  (a) providing legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their business and management of their
      properties;

  (b) pursuit of confirmation of a plan of reorganization and
      approval of the corresponding solicitation procedures and
      disclosure statement;

  (c) preparing on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

  (d) appearing in Court and otherwise protecting the interests
      of the Debtors before the Court; and

  (e) performing all other legal services for the Debtors which
      may be necessary and proper in the proceedings.

The Debtors will pay Young Conaway on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
incurred by the Firm.  The principal attorneys and paralegal
presently designated to represent the Debtors and their current
standard hourly rates are:

      Robert S. Brady                       $610
      Edwin J. Harron                       $560
      Edmon L. Morton                       $480
      Matthew B. Lunn                       $375
      Robert F. Poppiti, Jr.                $260
      Michelle Smith, paralegal             $150

Mr. Hunt notes that the Debtors desire to retain Young Conaway
under a general retainer because of the extensive legal services
that may be required and the fact that the nature and
extent of the services are not known at this time.  He reveals
that Young Conaway was retained on or about December 2, 2008, and
received an initial retainer amounting to $100,000 and an
additional retainer of $50,000 subsequently.

According to Mr. Hunt, the Retainer was received in connection
with the planning and preparation of initial documents and the
Firm's proposed postpetition representation of the Debtors.

After applying a portion of the Retainer to outstanding balances
existing as of the Petition Date, including fees and expenses
associated with the filing of the Chapter 11 cases, Mr. Hunt
notes that Young Conaway continues to hold a Retainer aggregating
$115,468.

Robert S. Brady, Esq., a partner at Young Conaway, assures the
Court that his Firm is does not hold or represent any interest
adverse to the Debtors' estates and that Young Conaway is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        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: Gets Permission to Employ Sidley Austin as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Smurfit-Stone Container Corp. and its debtor-affiliates
to employ Sidley Austin LLP as their lead counsel.

No objections were filed to the Debtors' bid.

As reported by the Troubled Company Reporter on February 12, 2009,
the Debtors told the Court that in the months leading up to the
Petition Date, Sidley Austin has advised them on restructuring and
insolvency issues, including factors pertinent to the commencement
of the Chapter 11 cases, as well as on general corporate, banking,
insurance, labor and employment, and ERISA matters.  In so doing,
the Debtors submit that Sidley Austin has become intimately
familiar with their business and their affairs.

The Debtors also submit that Sidley Austin's professional services
are necessary to enable them effectively execute their duties as
debtors-in-possession.

As the Debtors' counsel, Sidley Austin will:

  (a) provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their business;

  (b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved,
      and objecting to claims filed against the Debtors'
      estates;

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

  (d) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

  (e) perform any and all other legal services for the Debtors
      in connection with the Chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

  (f) advise and assist the Debtors regarding all aspects of the
      plan confirmation process, including, but not limited to,
      negotiating and drafting a plan of reorganization and
      accompanying disclosure statement, securing the approval
      of a disclosure statement, soliciting votes in support of
      plan confirmation, and securing confirmation of the plan;

  (g) provide legal advice and representation with respect to
      various obligations of the Debtors and their managers and
      officers;

  (h) provide legal advice and perform legal services with
      respect to matters involving the negotiation of the terms
      and the issuance of corporate securities, matters relating
      to corporate governance, and the interpretation,
      application or amendment of the Debtors' organizational
      documents, including their limited liability company
      agreements, material contracts, and matters involving the
      fiduciary duties of the Debtors and their officers and
      managers;

  (i) provide legal advice and legal services with respect to
      litigation, tax, and other general non-bankruptcy legal
      issues for the Debtors to the extent requested by the
      Debtors; and

  (j) render other services as may be in the best interests
      of the Debtors and all other necessary or appropriate
      legal services in connection with the Chapter 11 cases, as
      agreed upon by the firm and the Debtors.

Sidley Austin will be paid for its legal services on an hourly
basis in accordance with its ordinary and customary rates in
effect on the date the services are rendered.  The firm will also
reimbursed for actual and necessary costs and expenses incurred.
The hourly rates of Sidley's bankruptcy and other professionals
and paraprofessionals expected to render services on the matter
range from $90 to $925 per hour.

Sidley Austin received an advance payment retainer for $500,000
on November 12, 2008.  The Debtors replenished the Advance
Payment Retainer on;

  * December 5, 2008;
  * December 22, 2008;
  * January 13, 2009; and
  * January 21,2009,

each time for $500,000.  In accordance with the Debtors' proposed
retention, Sidley periodically allocated the Advance Payment
Retainer to its outstanding fees and expenses.

The Debtors relate that the Advance Payment Retainer was
sufficient to cover Sidley's unpaid fees and expenses for the
post-November 12, 2008.  However, given the increased volume of
work required during the final weeks before the Petition Date in
connection with preparing the Debtors' Chapter 11 cases, Sidley
Austin's fees and expenses surpassed the amount of the Advance
Payment Retainer a few days before the Petition Date.

Consequently, as of the Petition Date, the firm had accrued
approximately $208,019 of fees and expenses in excess of the
Advance Payment Retainer.  Thus, as of the Petition Date, the
amount of the Advance Payment Retainer is $0.  However, the
Debtors inform the Court that Sidley Austin has agreed to waive
and forego payment of unpaid prepetition fees and expenses.

Sidley has allocated to the Advance Payment Retainer
approximately $2,111,405 in fees and $30,945 in expenses incurred
by the firm within one year before the Petition Date for legal
services rendered in contemplation of or in connection with the
Debtors' filing of the Chapter 11 cases.

Matthew A. Clemente, Esq., a partner at Sidley Austin, attested
that his firm does not hold or represent any interest adverse to
the Debtors' estates in matters upon which it is to be engaged and
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

                        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: Canada Court Extends CCAA Stay to April 30
---------------------------------------------------------
Smurfit-Stone Canada Inc. and its affiliates sought and obtained
an order from the Honorable Justice J. Pepall at the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada, extending the stay of proceedings through April 30,
2009.

SSC Canada and the other Applicants obtained protection from their
creditors pursuant to the Companies' Creditors Arrangement Act,
pursuant to an initial order of the Ontario Superior Court of
Justice.  The Initial Order granted a stay of proceedings until
February 25, 2009.

The CCAA Entities relate that since the granting of the Initial
Order, they have worked diligently to stabilize their operations
and with the assistance of the DIP Credit Agreement, they have
been able to reassure customers and suppliers and to maintain
operations.

Sean F. Dunphy, Esq., at Stikeman Elloit LLP, in Ontario, Canada,
told the Court that the CCAA Entities have acted and continue to
act in good faith and with due diligence.  An extension of the
stay of proceedings to April 30, 2009 is necessary in order to
continue to ensure stability to the CCAA Entities' business while
they work diligently on preparing a restructuring plan that will
maximize long-term value for the benefit of all stakeholders, Mr.
Dunphy said.

            Monitor's First Report on Container Canada

Deloitte & Touche, Inc., the monitor in the proceedings under the
CCAA commenced by Smurfit-Stone Canada, et al., delivered its
first monitor report to the Superior Court of Justice (Commercial
List) for the Province of Ontario, in Canada.

The Monitor notes that the U.S. Debtors received final approval
of the full amount of the $750 million DIP facility.

In addition, the Monitor relates that:

  -- in order to allow the Debtors enough time to continue the
     restructuring of their business and to formulate a plan of
     arrangement, the Applicants are requesting a further stay
     to April 30, 2009;

  -- the Debtors' management is working to realize on its non-
     core assets, reduce its costs, and manage the financial and
     operational aspects of the Debtors with a view to enhancing
     the long term viability of the Company and develop a
     restructuring plan.  The Debtors are operating in a manner
     consistent with its business plan and financial projections
     and the Monitor is not aware of any material changes to its
     operations in Canada or the U.S. since the commencement of
     the Proceedings; and

  -- the Debtors acted, and is acting, in good faith and with
     due diligence.

Accordingly, the Monitor respectfully recommended that the
Honourable Court approve the extension of the stay period to
April 30, 2009.

The Monitor's Report also contains SSC Canada, Inc.'s:

  * schedule of actual versus forecasted cash flow for the two-
    week period ended February 6, 2009; and

  * a combined cash flow forecast for the 12-week period
    February 9 to May 1, 2009.

A full-text copy of the Monitor's Report is available for free at:

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

                        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)


SOVEREIGN PALMS: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sovereign Palms, LLC
        2767 Windy Hill Rd.
        Marietta, GA 30067

Bankruptcy Case No.: 09-65697

Type of Business: The Debtor offers lodging services.

Chapter 11 Petition Date: March 3, 2009

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Joseph H. Turner, Esq.
                  6139 Oakbrook Parkway, Suite D
                  Norcross, GA 30093
                  Tel: (770) 480-1939

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A full-text copy of the Debtor's list of 20 largest unsecured
creditors is available for free at:

            http://bankrupt.com/misc/ganb_09-65697.pdf

The petition was signed by Charles Morais, manager.


SPANSION INC: Seeks May 14 Extension of Schedules Filing Deadline
-----------------------------------------------------------------
Spansion Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend to May 14, 2009,
their deadline to file schedules of assets and liabilities and
statements of financial affairs.

Rules 1007(b) and (c) of the Federal Rules of Bankruptcy
Procedure require a Chapter 11 debtor to file with its voluntary
petition -- or within 15 days thereafter -- its Schedules of
Assets and Liabilities and Statements of Financial Affairs.
Local Rule 1007-1(b) of the U.S. Bankruptcy Court for the
District of Delaware automatically extends this 15-day deadline
for an additional 15 days if a debtor has more than 200 creditors
and if the petition is accompanied by a list of all creditors and
their addresses.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, proposed attorney for the Debtors, tells the Court that
the Debtors have filed their Creditor List and have more than 200
creditors.  Accordingly, Mr. Lastowski asserts that, pursuant to
Rule 1007(c), the Debtors will have an additional 30 days from
the Petition Date, to file their Schedules and Statements.

According to Mr. Lastowski, completing the Schedules and
Statements requires the Debtors to collect, review and assemble a
substantial amount of information.  Furthermore, the conduct and
operation of the Debtors' business operations require them to
maintain voluminous books and records and complex accounting
systems, he adds.

"Given the size and complexity of their business operations, the
number of creditors, the fact that certain prepetition invoices
have likely not yet been received, and the extensive efforts that
the Debtors' management and other professionals devoted towards
the preparation of filing these Chapter 11 Cases, the Debtors
have been unable to compile all of the information required to
complete the Schedules and Statements," Mr. Lastowski tells the
Court.

Moreover, Mr. Lastowski says, given the urgency with which the
Debtors sought Chapter 11 relief and the numerous critical
operational matters that the Debtors' accountants and legal
personnel must address in the early days of their Chapter 11
cases, the Debtors will not be in the position to complete their
Schedules and Statements.

Meanwhile, the Debtors submitted with the Court a complete list of
creditors, a copy of which available for free at:

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

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del., Lead Case No. 09-
10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


SPANSION INC: Laid Off Employees File WARN Class Action
-------------------------------------------------------
Two class-action suits have been filed in U.S. District Court in
San Jose on behalf of the fired employees of Spansion Inc.,
MercuryNews.com said.  The complaints relate to Spansion's
failure to adhere to the Worker Adjustment and Restraining
Notification Act.  Pursuant to the WARN Act, large employers are
required to give a two-month notice before laying off more than
50 workers.

"What we're seeking on behalf of the folks who were recently let
go by Spansion are damages in the form of back pay and other
benefits that they likely were entitled to but didn't receive,"
said Eric Gibbs, a San Francisco lawyer handling the cases,
according to MercuryNews.com.

Spansion has said it expects its operations to continue as normal
while the company restructures, Business Times reports.

Courtney Brigham, corporate and wireless public relations manager
for Spansion Inc., said "We expect minimal impact to our
operations in Penang and are likely to be operating as usual
throughout the reorganization period."

As widely reported, only Spansion's US and Japan subsidiaries are
involved in the protection filings.  Thus, the bankruptcy filing
should have little impact on the jobs and day-to-day
responsibilities and activities of employees, Ms. Brigham said in
the report.

Ms. Brigham added that no further plans of job cuts is expected
in addition to the 3,000 layoffs previously announced by the
company.

Spansion Chief Executive Officer John Kispert issued a statement
declaring that the company would try to get employees the money
they are owed through the bankruptcy court, MercuryNews.com said.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions for
Chapter 11 on March 1, 2009 (Bankr. D. Del., Lead Case No. 09-
10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


SPECTRUM BRANDS: Receives Final Approval for $235-Mil. DIP Loan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San Antonio
Division, has granted final approval of Spectrum Brands' $235 million debtor-in-
possession credit facility, which provides the company with access to the full
available amount of the facility as it seeks to implement a pre-negotiated
restructuring of its debt.

The Court had previously provided interim approval to the Company to access the
financing.  The Court also granted final approval for a number of other interim
orders that had been entered at the commencement of the bankruptcy case. The
relief granted by the court will help ensure that Spectrum and all of
its operating
units in the U.S. and around the world continue to meet their respective
obligations, subject to applicable limitations, to their suppliers,
customers and
employees in the ordinary course of business during the restructuring process.

Spectrum Brands has reached agreements with noteholders representing, in the
aggregate, approximately 70% of the face value of its outstanding
bonds to pursue
a refinancing that, if implemented as proposed, will significantly reduce the
Company's outstanding debt and put the Company in a stronger financial position
for the future. To implement the refinancing in the most efficient
manner and to
take advantage of certain tax benefits, on February 3, 2009, Spectrum
Brands and
its U.S. subsidiaries filed voluntary petitions for reorganization
under Chapter 11
in the U.S. Bankruptcy Court for the Western District of Texas, San Antonio
Division. The main case number is 09-50455. The Company's non-U.S. operations,
which are legally separate, are not included in the Chapter 11 proceedings.

As reported by the Troubled Company Reporter on February 20, 2009, the Debtors
obtained interim permission to obtain up to $235,000,000 of DIP Loans from a
consortium of lenders led by Wachovia Bank, National Association, as
administrative agent.

The DIP commitment consists of:

(i) Revolving Loans in an amount up to $190 million, subject
     to the Borrowing Base and other terms described in the DIP
     Agreement, including a letter of credit facility up to a
     maximum of $20 million and a swingline facility up to a
     maximum of $20 million; and

(ii) a Supplemental Loan, in the form of an asset based
     revolving loan, in an amount up to $45 million.

The Revolving Loans will be extended by these banks and financial
institutions:

  Wachovia Bank, National Association         $42,222,222
  Bank of America, NA                          42,222,222
  General Electric Capital Corporation         31,666,666
  Wells Fargo Foothill, LLC                    31,666,666
  The CIT Group/Commercial Services, Inc.      16,888,888
  Landsbanki Commercial Finance                12,666,666
  Allied Irish Banks, p.l.c.                   12,666,666

Pursuant to the Interim DIP Order dated February 5, 2009,
proceeds from the DIP Loans will be used in accordance with a 13-
Week Budget, a full-text copy of which is available for free
at http://bankrupt.com/misc/spectrumdipbudget.pdf

Kent Hussey, Chief Executive Officer of Spectrum Brands, said: "We are pleased
to have received this final authorization from the court for our DIP
financing and a
number of other orders that will help to ensure we continue to serve
our customers,
satisfy our suppliers, meet our employee obligations and operate our
business as
usual while we proceed through our pre-negotiated debt restructuring.
We are also
pleased with the results we're seeing so far for the quarter, which
indicate that the
Company's consolidated adjusted EBITDA results, excluding the growing products
business, are ahead of our internal plan. With [the] final
authorization for the DIP
financing, we hope to be able to continue this trend. We look forward
to continuing
to work with our business partners and suppliers as we move through
this process,
from which we expect to emerge with a stronger balance sheet and better
positioned to pursue revenue and profit growth opportunities."

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


STANDARD PACIFIC: Poor Housing Market Cues S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Standard Pacific Corp. to 'CCC' from 'B-'.
Concurrently, S&P lowered its rating on roughly $1.2 billion of
senior unsecured notes and placed the rating on CreditWatch with
negative implications pending a review of the recovery prospects
for senior unsecured noteholders, which S&P will undertake after
the company releases its fiscal year-end financial statements.
S&P also lowered its rating on $149 million of senior subordinated
notes.  The outlook is negative.

"The lowered ratings acknowledge that the housing market has
deteriorated more meaningfully than anticipated in recent months,
particularly in Standard Pacific's core housing markets," said
credit analyst James Fielding.  "While the homebuilder currently
maintains significant cash holdings and has a manageable near-term
maturity schedule, S&P believes that it will be much more
difficult for the company to generate substantial positive cash
flow going forward.  S&P also anticipates additional real estate
impairment charges, which will further weaken Standard Pacific's
already highly leveraged financial profile."

The negative outlook acknowledges the extremely challenging
conditions in Standard Pacific's core markets.  S&P would lower
its ratings further if unrestricted cash balances fall below
$400 million, particularly given the heightened uncertainty with
regards to the timing of a turnaround in the housing cycle,
Standard Pacific's somewhat constrained borrowing capacity, and
the company's less transparent capital needs.  Conversely, S&P
would revise its outlook to stable or consider raising the ratings
if the company were to obtain meaningful new equity contributions
such that leverage is reduced and covenant issues are resolved.
Additionally, S&P will review its recovery ratings when the
company releases audited fiscal 2008 financial statements.  If S&P
believes at that time that recovery prospects for senior unsecured
creditors are below average (30%-50%), S&P would lower its rating
on the company's senior unsecured debt by one or two notches.


STERLING MINING: Files Chapter 11 in Coeur D'Alene, Idaho
---------------------------------------------------------
Sterling Mining Co. (OTCB:SRLM) filed a Chapter 11 petition on
March 3 in the U.S. Bankruptcy Court for District of Idaho.

Sterling Mining said that it has determined that seeking Chapter
11 bankruptcy protection is in the best interests of the Company,
its creditors, stockholders and other interested parties in light
of ongoing financial challenges and the inability to adequately
fund operations and obligations.  The Company will be debtor-in-
possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Code and orders
of the Court.

Roger Van Voorhees, who was recently appointed as President, said,
"Unfortunately, the burden of Sterling's debt coupled with recent
legal actions against the Company, have limited our ability to
restructure using out-of-court vehicles, leaving us with no
alternative other than the actions announced today."

Sterling Mining Company has retained Elsaesser Jarzabek Anderson
Marks Elliott & McHugh as bankruptcy counsel.

Sterling Mining Co. is a silver mining concern from Coeur D'Alene,
Idaho.  The Company listed assets of $31.9 million and liabilities
totaling $14.9 in financial statements for the September quarter.


SYRACUSE UNIVERSITY: Moody's Affirms Rating with Stable Outlook
---------------------------------------------------------------
Moody's Investors Service has affirmed Syracuse University's Aa3
underlying rating and stable rating outlook, in conjunction with
the University's decision to convert its Series 2005 auction rate
bonds to variable rate demand bonds.  The 2005 bonds will be
supported by an irrevocable direct pay letter of credit issued by
JPMorgan Chase Bank, N.A., and Moody's expects to assign an
enhanced rating to the bonds based on the letter of credit upon
review of the documents.

Legal Security: General obligations of the University.

Debt-Related Interest Rate Derivatives: The University has swapped
all of its variable-rate debt to various fixed rates under eight
interest rate swap agreements with three separate counterparties.
All of the swaps are LIBOR-based.  The combined mark-to-market
value of the swaps was negative $69.8 million as of January 31,
2009.  Downgrade of the University or the counterparty below
investment grade could result in immediate termination of the
swaps.  In February the University was required to post $24.8
million in collateral, although collateral posting levels were
much higher in December 2008, with close to $70 million of
collateral posted to the swap counterparties.  Moody's believe
that Syracuse's large unrestricted financial resource base ($727
million in FY 2008) mitigates concerns about the swaps and Moody's
have incorporated any credit risk associated with swaps into the
University's Aa3 rating.

                            Strengths

* Large and diversified enrollment base (17,669 full-time
  equivalent students in fall 2008, 75% of which are
  undergraduates) and healthy growth of net tuition per student
  ($20,178 in FY 2008, a 26% increase over FY 2004 net tuition
  per student);

* Strong fundraising contributing to growth of balance sheet
  resources; the University is in the midst of a $1 billion
capital campaign and annual gift revenue has averaged nearly
$79 million;

* Healthy financial resources, expendable financial resources of
  $806 million in FY 2008 provided a cushion for outstanding debt
  and annual operations of 2.5 times and 1.2 times, respectively.
  In addition, unrestricted financial resources accounted for 66%
  of total financial resources in FY 2008, leading to further
financial flexibility.  However, recent investment losses in
the Long Term Investment Pool (projected negative 29% change in
  market value for the current fiscal year through January 31,
  2009, with an allocation of 6% to fixed income, 38% to public
  equity, 14% to hedge funds, and 42% to private equity (private
  equity valuation as of 9/30/2008 with capital calls and
  distributions through January 31, 2009) have pressured this
  cushion.  Assuming a 30% decline in financial resources,
  expendable financial resources would cover debt 1.7 times and
annual operations 0.8 times.  While Moody's note Syracuse's
high allocation to alternative investments in its Long Term
  Investment Portfolio, the University has had a minimum balance
  of approximately $200 million in operating cash over the past
  year which is invested outside of the endowment in short-term
  fixed income securities and improves the University's liquidity
  profile.  The University's Long Term Investment Pool had a weak
  return of negative 6.6% for FY 2008.

                            Challenges

* Somewhat tight operating performance, although operations
remain positive by Moody's calculation; the University has
achieved a 1.3% three-year average operating margin.  The 2.3%
operating margin in FY 2008 was due to strong gift receipts;

* Syracuse operates in a highly competitive student market as
  indicated by Syracuse's yield on admitted students of just 27%
and projected declines in the number of high school graduates
in the northeast (40% of incoming freshman in fall 2008 were
from New York State);

* Reliance on student charges, with net tuition and auxiliary
revenue representing 72.6% of Syracuse's operating revenue;
slow growth of research funding (research expenses increased
7.5% between fiscal years 2004 and 2007, however, FY 2008
produced a 12% year over year increase);

* The majority of Syracuse's debt rated by Moody's is variable
  rate demand debt with bullet maturities; although annual debt
  service coverage (primarily interest only) is strong at 7.2
  times, coverage of maximum annual debt service (using an 8%
  approximation of principal and interest on all debt) is tighter
  at 2.8 times. Management indicated that the university has
  minimal, if any, borrowing plans for the near term.  Moody's
  will evaluate the credit impact of the additional debt at the
date of issuance, but is increasingly concerned about
Syracuse's balance sheet given recent investment losses and
debt structure.  Incorporating an assumed 30% decline in
financial resources, the University would have approximately
$509 million of unrestricted financial resources compared to
$185 million of letter of credit backed variable-rate debt.

Recent Developments:

At this point, Syracuse does not anticipate refunding its Series
1999 auction-rate bonds in the near term. The interest rate on the
Series 1999 bonds is tied to a commercial paper rate and is
currently at 0.38%.  Rates have averaged 2.15% since February
2008.

Syracuse has entered into a ground lease with a private developer,
who is constructing additional student housing (460 beds) which
will be offered only to Syracuse students in fall 2009.  The
project has been financed with taxable debt and equity of the
developers. Syracuse is currently considering a second privately
developed student housing project.  Moody's believe that these
project financings are legally non-recourse to Syracuse.  As part
of Moody's rating evaluation, Moody's will include these projects
in Moody's rating evaluation of Syracuse University.  Moody's will
monitor the operating performance of these housing facilities as
well as Syracuse's financial and non-financial support of the
projects over time.

The Series 2005 bonds, upon conversion to variable-rate demand
bonds, are expected to be supported by a JPMorgan Chase Bank, N.A.
letter of credit.  The LOC is being entered into for a one-year
term, with initial expiration date in March 2010.  The LOC
includes various events of default, which if breached, could
result in acceleration of the bonds and require immediate
repayment by the University to the Bank.  These events of default
include, but are not limited to, downgrade of Syracuse below Baa2,
University's default on $2 million or more of debt, entrance into
any new swaps in which swap payments are not subordinate to
reimbursement obligations under the LOC, or not providing audited
financial statements within 120 days after the fiscal year end.

                             Outlook

The stable outlook reflects Moody's expectations that Syracuse
will maintain a healthy student market position and positive
operations and that the University has modest near-term additional
borrowing plans.

                 What could change the rating-UP

Further strengthening of student market position coupled with
significant and sustained improvement of operating performance and
growth of financial resources to provide better support for
heightened debt levels

                What could change the rating-DOWN

Significant additional borrowing absent growth of financial
resources and revenue to support increased debt service;
deterioration of student market position, including stalled net
tuition per student

Key Indicators And Ratios (Fall 2008 enrollment data and FY 2008
financial data, the figure in parentheses, when present,
represents an estimated 30% decline from FY 2008 resources
levels):

* Enrollment: 17,669 full-time equivalent students

* Selectivity: 53%

* Freshman Yield: 27%

* Net Tuition per Student: $20,178

* Average Gift Revenue: $78.9 million

* Total Direct Debt: $324 million

* Expendable Financial Resources: $806 million ($564 million)

* Total Financial Resources: $1.1 billion ($776 million)

* Total Cash and Investments: $1.2 billion ($840 million)

* Expendable Resources to Direct Debt: 2.5 times (1.7 times)

* Expendable Resources to Operations: 1.2 times (0.8 times)

* Three-Year Average Operating Margin: 1.3%

* Reliance on Student Charges (Tuition, Fees, and Auxiliary
  Revenue): 72.6%

                            Rated Debt

* Series 1999 A and B: Aa3 rating; insured by Ambac (Ambac
current financial strength rating is Baa1 with a developing
outlook)

* Series 2005 A and B: Aa3 rating; insured by CIFG (CIFG's
current financial strength rating is Ba3 with a developing
outlook); these bonds are expected to be converted to variable-
rate demand bonds and Moody's expects that the CIFG insurance
policy will be terminated

* Series 2008 A-1, A-2, B: Aa3 underlying rating, Aaa/VMIG1
  (based on JPMorgan Chase direct pay letters of credit)


TARRAGON CORP: Trustee Balks at Lazard as Investment Banker
-----------------------------------------------------------
Tarragon Corporation and its debtor-affiliates sought authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Lazard Freres & Co. LLC 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 of 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 participating in
      meetings or negotiations with the stakeholders and 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) assist the Debtors in identifying and evaluating potential
      sources of capital and advise and assist the Debtors in
      evaluating any potential capital raising transaction by the
      Debtors, and, subject to Lazard's agreement so to act and
      if requested by Lazard, to execution of appropriate
      agreements, on behalf of the company may designate and
      assist the company in implementing a capital raising;

   i) assist the Debtors in evaluating a plan pursuant to which
      the company would liquidate its assets outside of Chapter
      11 or other bankruptcy proceedings;

   j) assist the Debtors in preparing documentation within the
      area of expertise that is required in connection with a
      restructuring;

   k) assist the Debtors in identifying and evaluating candidates
      for a potential sale transaction, advising the company in
      connection with negotiations and aiding in consummation of
      a sale transaction;

   l) attend meetings of the Debtors' board of directors and its
      committees with respect to matters on which Lazard has been
      engaged to advise;

   m) provide testimony, as necessary, with respect to matters on
      which Lazard has been engaged to advise in any proceeding
      before the Bankruptcy Court; and

   n) provide the Debtors with other financial restructuring
      advice.

Alan F. Riffkin, managing director of Lazard Freres & Co. LLC,
told the Court that Lazard will be paid:

   a. Monthly Fee of $225,000 for the first six months of the
      engagement, and $175,000 for each month thereafter during
      the Retainer Period.  One half of any Monthly Fee paid with
      respect to any month after the second month of the
      engagement will be credited against any Sale Transaction
      Fee, Minority Sale Transaction Fee, or Capital Raising Fee
      earned by Lazard.

   b. Restructuring Fee: A fee of $3,250,000.00, which will be
      earned and payable upon consummation of a Restructuring.

   c. Sale Fee: If a Sale Transaction is consummated, Lazard will
      be paid: (i) a fee of $3,250,000 for a Change of Control
      Transaction; and (ii) a fee of $2,375,000 for a Minority
      Sale Transaction.  If there is a break-up, termination or
      similar fee in connection with a potential Sale Transaction,
      a fee equal to the lesser of: (A) 25% of the amount paid to
      any Debtor or its affiliates or its or their security
      holders, and (B) the Sale Transaction Fee or Minority
      Sale Transaction Fee that would be payable if the proposed
      Sale Transaction had been consummated, with the payment of
      the fee credited against any Restructuring Fee, Sale
      Transaction Fee or Minority Sale Transaction Fee
      subsequently payable.

   d. Testimony Fee: A fee of $500,000 if Lazard is required to
      provide testimony in a proceeding before the Bankruptcy
      Court.  Payment of the fee will be credited against any
      Restructuring Fee, Sale Transaction Fee or Minority Sale
      Transaction Fee subsequently payable.

   e. Capital Raising Fee: A Capital Raising Fee, payable upon
      consummation of a Capital Raising, in accordance with
      Schedule I to the Engagement Agreement.  For a Capital
      Raising entailing debtor-in-possession financing, the fee
      will be the lesser of (i) 2% of total gross proceeds raised
      or otherwise committed and (ii) $500,000; provided, however,
      that Lazard will not seek a Capital Raising Fee related to
      any initial debtor-in-possession financing that Arko
      provides in these Chapter 11 proceedings, unless Lazard is
      required to give testimony in connection with the financing.
      One-half of any DIP Financing Fee paid will be credited
      against any Restructuring Fee subsequently payable.

Mr. Riffkin added that Lazard also will receive reimbursement for
reasonable expenses incurred in connection with its engagement;
provided, however, that the expenses will not exceed $10,000
individually or $75,000 in the aggregate without the Debtors'
prior written consent, which consent will not be unreasonably
withheld or delayed.

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

                        U.S. Trustee Objects

Roberta A. DeAngelis, Acting United States Trustee for Region 3
requested that the application to employ Lazard Freres as
investment banker be denied until the time as the requested
information is provided and reviewed by the UST.

Among other things, the UST objects to:

   -- Lazard's fee structure.  UST related that the fee structure
      is so complicated and extremely high.

   -- The language governing the scope of reasonableness must be
      stricken from the order.  Moreover, at a minimum, the
      Committee must be given the same opportunity to
      object to fees on "reasonableness" grounds as the UST.

   -- More information is required about Lazard's affiliated
      companies.  Lazard may use employees from various
      affiliates during the course of its engagement, but is not
      seeking to retain those affiliates or disclose any
      information about Lazard's affiliates' relationships with
      various other parties to the case.

      The UST requires more information regarding Lazard Asset
      Management LLC and its possible role in holding or trading
      equity and debt instruments of the Debtors.  The concern is
      that Lazard, either directly or indirectly, can manipulate
      the bankruptcy or sale process so that it can influence
      the value of the Debtors' securities for its own or its
      customers' benefit.  Lazard's duty of loyalty is to the
      Debtors and the Debtors' estates.

   -- The indemnification provisions are too broad.  If the
      affiliates are not being retained, they must not be
      indemnified.

   -- The Debtors are agreeing to contribute to loss claims of
      Lazard if the indemnification provisions are deemed
      unlawful.  In effect, if a court strikes the
      indemnification provisions, the Debtors are still required
      to indemnify Lazard.  This provision must be stricken.

                     About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TENET HEALTHCARE: S&P Assigns 'BB-' Issue-Level Rating
------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB-'
issue-level rating and '1' recovery rating, indicating the
expectation for very high recovery (90%-100%) in the event of
default, to Tenet Healthcare Corp.'s $700 million 9% senior
secured notes due 2015 and $700 million 10% senior secured notes
due 2018.  The notes were exchanged for $915 million of existing
6.375% senior unsecured notes due 2011 and $484 million of
existing 6.5% senior unsecured notes due 2012.

At the same time, S&P affirmed the 'B' corporate credit and other
ratings on the company.  While the combined principal amount of
the new notes is identical to the combined principal amount of the
exchanged notes, the company will be responsible for approximately
$45 million more of incremental annual interest, because of the
difference in pricing.  Partially offsetting this concern is the
longer-term maturity of the new notes.

"The low speculative-grade ratings on Dallas, Texas-based hospital
operator Tenet Healthcare Corp. reflect the company's struggles
over the past several years with weak operating performance and
operating cash outflow," said Standard & Poor's credit analyst
Alain Pelanne.  In 2008 the company demonstrated continued
improvement in key measures of volume and profitability, with
lease-adjusted margins of 10.1% compared to 7.5% in 2005, but the
rating still overwhelmingly reflects the company's high leverage
and reliance on asset sales to bolster its liquidity position.

The company is in the midst of a number of strategic undertakings,
including revamping its physician recruitment and relationship
efforts, targeting specific service lines, and focusing on its
cost structure.  In 2008, the company recruited over 1,100 new
physicians, net of attrition.  In addition, the company increased
paying admissions in several key service lines at a higher rate
than it has at any time in the past few years.  Finally, margins
grew year-over-year throughout 2008, aided by control over labor
expenses, the company's single largest cost.  However, despite
these positive developments, Tenet's margins still lag its peers,
and it remained highly leveraged at Dec. 31, 2008, with lease-
adjusted debt to EBITDA of 6.6x.


TRONOX INC: Panel Gets Go-Signal to Retain Paul Weiss as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
bankruptcy cases of Tronox Incorporated and its affiliates to
retain Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel,
nunc pro tunc to January 21, 2009.

As counsel to the Committee, Paul Weiss is expected to:

  (1) advise the Committee with respect to its rights, powers,
      and duties in the Debtors' Chapter 11 cases;

  (2) assist and advise the Committee in its consultations with
      the Debtors regarding the administration Debtors' cases;

  (3) assist the Committee in analyzing the claims of the
      Debtors' secured and unsecured creditors, and in
      negotiating with the creditors;

  (4) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, intercompany relationships
      and claims and financial condition of the Debtors, the
      existence of estate causes of action and the operation of
      the Debtors' businesses;

  (5) assist the Committee in protecting, preserving and
      maximizing the value of the Debtors' estates;

  (6) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, any sale of the Debtors'
      assets and the terms of a Chapter 11 plan;

  (7) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the Debtors' cases;

  (8) represent the Committee at all hearings and other
      proceedings;

  (9) review and analyze applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee regarding the documents; and

(10) prepare pleadings and applications as may be necessary in
      furtherance of the Committee's interests and objectives.

The Debtors will pay Paul Weiss in accordance with these hourly
rates:

  Professionals and Paraprofessionals    $775 to $1,025
  Partners                               $705 to   $740
  Counsel                                $395 to   $660
  Associates                              $85 to   $225

Paul Weiss notes that it does not intend to seek fees greater
than $890 per hour for any attorney.

The Debtors will also reimburse Paul Weiss for necessary costs
and expenses that it will incur in connection with the legal
services that it will rendered to the Committee.

The Committee believes that Paul Weiss is well-qualified to
represent the Committee, given the firm's extensive knowledge and
expertise in matters relating to the Chapter 11 cases, including
the Debtors? and their creditors? rights, business
reorganizations, litigation capabilities and expertise in
environmental law.

Alan W. Kornberg, Esq., a member at Paul Weiss, relates that
since July 2008, the firm has advised and represented a Committee
member and other bondholders -- the Ad Hoc Committee -- in
connection with their rights under certain indentures governing
the 9.5% Senior Notes issued by Tronox Worldwide LLC and Tronox
Finance Corp.  The Committee believes that Paul Weiss possesses
significant familiarity with the Debtors, their affairs and debt
structure.

Mr. Kornberg discloses that as payment for its representation of
the Ad Hoc Committee, his firm received an aggregate of $278,215
from the Debtors within the 90-day period prior to the Petition
Date.

Mr. Kornberg further relates that pursuant to a review conducted
by his firm to determine conflicts with other entities in its
representation of the Committee in the Debtors' cases, Paul Weiss
has represented, currently represents, or in the future may
represent, certain parties-in-interest in matters unrelated to
the Debtors cases.

A list of Paul Weiss' connections is available for free
At: http://bankrupt.com/misc/TronoxCmte_PaulWeissConnections.pdf

Accordingly, Mr. Kornberg assured the Court that Paul Weiss does
not hold any interest adverse to the Debtors' estates or their
creditors, and is therefore a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                          About Tronox Inc

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Court OKs Aegon & Newcastle's Equity Trading Protocol
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the "screening wall" procedures established by AEGON USA
Investment Management, LLC, and Newcastle Capital Group, L.P., to
isolate their equity trading activities from their activities as
members of the Official Committee of Unsecured Creditors, and
prevent the misuse of Committee information.

The Screening Wall consists of features that include, among other
things, the employment of different personnel to perform certain
functions; physical separation of the office and file space;
procedures for locking committee related files; separate telephone
and facsimile lines for certain functions; and special procedures
for the delivery and posting of telephone messages.

Judge Allan Gropper held that the Screening Wall Procedures apply
only to those Committee members that are engaged in the trading of
securities as a regular part of their business.

The Court prohibited Committee Members from subjecting their
claims to possible disallowance, subordination, or other adverse
treatment, by trading in the Debtors' Securities during the
Chapter 11 cases, provided that any Committee Member carrying out
the Security Trades should establish, effectively implement and
strictly adhere to the information policies and Screening Wall
Procedures.

The term "Securities" as defined in Section 2(a)(1) of the
Securities Act of 1933, includes stock, notes, bonds, debentures,
and participations in, or derivatives based upon or relating to,
any of the Debtors' debt obligations or equity interests.
"Securities" does not apply to bank debt, the Court clarified.

As a precondition to any Securities Trading, a Committee Member
must file with the Court a declaration or affidavit stating that
it will comply with the terms of the Screening Wall Procedures.
Pursuant to Section 2(a)(1) of the Securities Act of 1933,
"securities" (i) constitute stock, notes, bonds, debentures, and
participations in, or derivatives based upon or relating to, any
of the Debtors' debt obligations or equity interests, and (ii)
does not apply to bank debt.

AEGON and Newcastle Capital had asked the Court to:

  (i) approve "screening wall" procedures to isolate their
      equity trading activities from their activities as members
      of the Committee; and

(ii) determine that in acting in any capacity and engaging in
      securities trading as a regular part of their businesses,
      they will not violate their fiduciary duties as Committee
      members, and, will not subject their interests or claims
      to possible disallowance, subordination, or other adverse
      treatment.

AEGON and Newcastle are engaged in the trading of securities
issued by the Debtors for others or for their own accounts as a
regular part of their business, Michael S. Fox, Esq., at Olshan
Grundman Frome Rosenzweig & Wolosky LLP, in New York, said, on
behalf of the Securities Trading Committee Members.

Pursuant to Section 2(a)(1) of the Securities Act of 1933,
"securities" (i) constitute stock, notes, bonds, debentures, and
participations in, or derivatives based upon or relating to, any
of the Debtors' debt obligations or equity interests, and (ii)
does not apply to bank debt.

Mr. Fox said that the U.S. Trustee has been consulted with, and
does not object to, the Securities Trading Committee Members'
request.

                          About Tronox Inc

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Court to Hear PPG's Bid to Set Off Debt on April 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to April 7, 2009, the hearing on PPG Industries, Inc.'s
request to modify the automatic stay to permit it to set off
$340,000 in debts owed by it to Tronox, Inc., against the amounts
due and owing to it by Tronox LLC.

PPG's request is hinged on the Chlorine Sales Agreement and
Silicate Sales Agreement through which PPG sold chlorine and
sodium silicate to Tronox totaling $213,912 that the Debtors
failed to pay as of the Petition Date.  However, PPG may be
obligated to refund various rebates and customer incentives to
the Debtors pursuant to the Chlorine/Silicate Agreement for
$167,792.

The Debtors sold to PPG certain titanium dioxide pigments under
the Pigment Agreement, of which PPG's unpaid amounts aggregate
$172,470.  The Debtors also owe PPG substantial rebates for PPG's
prepetition Pigment purchases in the amount of $1.6 million.

Parties-in-interest may file their objections to PPG's request,
if any, on or before March 31, 2009.

                          About Tronox Inc

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Court Serves Summons to EPA, NJDEP re Cleanup Dispute
-----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York served summons to four entities with respect
to the adversary complaint filed by Tronox Inc., relating to
prepetition civil actions based on alleged environmental damages
at the Federal Creosoting Superfund Site at Borough of Manville,
in Somerset County, New Jersey:

  * the United States of America, on behalf of the Environmental
    Protection Agency;

  * the New Jersey Department of Environmental Protection;

  * the Commissioner or Trustee of the New Jersey Department of
    Environmental Protection; and

  * the Administrator of the New Jersey Spill Compensation
    Fund.

The summonses require the Defendants to submit an answer to the
Complaint filed by the Debtors on March 10, 2009.  The Government
and its offices and agencies will submit a motion or answer to
the Complaint on March 15.

The Defendants' failure to respond to the Summons will be deemed
as their consent to the Court's judgment by default in favor of
the Complaint, according to Court Deputy Clerk Venice Leggett.

The Debtors filed the adversary proceeding to have the Court
declare that they do not owe the $280,000,000 they owe as alleged
by the Government.  The Government has incurred at least $280
million in unreimbursed "response costs" within the meaning of
Section 101(25) of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, excluding interest,
related to the release or threatened release of hazardous
substances at the Site as of June 15, 2008, and allege that the
Debtors are responsible for reimbursing those costs.

The NJDEP and the NJSCF Administrator also sought to recover
costs and damages, while compelling Tronox to (i) fund NJDEP's
assessment of any natural resource that has been injured, and
(ii) compensate the citizens of New Jersey for the lost value of
any injured natural resource.

Tronox argues that the Prepetition Actions arise exclusively from
the alleged prepetition conduct of its predecessors, and denies
liability for the releases or threatened releases of hazardous
substances that occurred at the Site.

The Debtors also asked the Court to deem all claims asserted
against them in the Prepetition Actions, as "claims" that arose
prior to the Petition Date within the meaning of Section 101(5)
of the Bankruptcy Code, and treat the EPA New Jersey Claims in
accordance with the terms of any plan of reorganization that
Tronox proposes and the Court confirms.

A pretrial conference of the Adversary Proceeding is scheduled on
March 31, 2009, at 11:00 a.m., at Courtroom 617 (ALG) in One
Bowling Green, New York.

       Bankruptcy Delays Environmental Cleanup in Florida

TRONOX BANKRUPTCY NEWS, citing Steve Patterson of the Jacksonville
News reports, says the Debtors' bankruptcy has delayed an
environmental clean-up at the Talleyrand site in Jacksonville,
Florida, where its former owner, Kerr-McGee Corporation produced
pesticides, fertilizers and other chemicals.

Tronox has stated in its Chapter 11 Petition that Kerr-McGee has
forced it to assume certain "legacy liabilities," pursuant to
several spin-off agreements, which most significantly relate to,
among others, environmental remediation and cleanup at allegedly
contaminated sites Kerr-McGee's businesses.

Plans for the clean-up were "largely completed" as of 2008, and
were presented to residents in the area, where tests revealed
presence of benzene, DDT, toxaphene, arsenic, lead and other
pollutants found in the soil, which cause illnesses, the report
said.

The costs are expected to aggregate $18 million to $20 million,
U.S. Environmental Protection Agency spokesperson Laura Niles
told the newspaper.

Ms. Niles noted that EPA plans to add the Property to its
National Priorities List, which will allow it to obtain federal
money through EPA's Superfund program to run the clean-up.
However, Sierra Club Environmental Quality Program Ed Hopkins
confirmed that the Superfund "is essentially bankrupt."

Tronox disclosed that as of January 2009, it has spent a total of
approximately $148 million on environmental remediation costs.

                          About Tronox Inc

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Cheever Partners Disclose 5.2% Equity Stake
-------------------------------------------------------
Various entities disclosed in separate filings with the Securities
and Exchange Commission their ownership stake in Tronox
Incorporated.

Cheever Partners LLC disclosed in a Schedule 13G filed with the
Securities and Exchange Commission on February 25, 2009, that it
is deemed to beneficially own 1,186,509 shares of Tronox
Incorporated Class B common stock, representing 5.2% of the
shares outstanding as of January 16, 2009.  Cheever Partners has
shared power to vote on 1,186,509 shares and the shared power to
dispose of 1,186,509 shares.

Charles E. Cheever III, sole managing member of Cheever Partners,
is also deemed to be the beneficial owner of 1,186,509 shares of
Tronox Common B stock, representing 5.2% of the shares.

"The Class B Common Stock has six votes per share in connection
with the election of directors and all other matters submitted to
a vote of stockholders," Mr. Cheever reported.
The percentage of Cheever Partners and Mr. Cheever's beneficial
ownership is based on 22,889,431 shares of Tronox Class B Common
Stock outstanding as of October 31, 2008, he added.

In addition, Cheever Partners and Mr. Cheever also own 630,000
shares of Tronox Class A Common Stock, as of February 25, 2009.
All shares are held of record by Cheever Partners, Mr. Cheever
told the SEC.

           Investment Counselors Owns 0% Equity Stake

In a Schedule 13G filed with the Securities and Exchange
Commission on February 23, 2009, Investment Counselors of
Maryland, LLC, disclosed that it does not own any shares of
Tronox Incorporated Class B common stock outstanding as of
December 31, 2008.

Robert D. McDorman, Jr., principal at Investment Counselors,
noted that no individual client of the Company holds more than
five percent of Tronox Class B shares.

Tronox reported that it had 22,889,431 Tronox Class B shares
outstanding as of October 31, 2008.

          Henderson Global Discloses 8.47% Equity Stake

In a Form 13G filed with the Securities and Exchange Commission
on February 17, 2009, Henderson Global Investors Limited
disclosed that it beneficially owns 1,937,723 shares of Tronox
Incorporated Class B Common Stock, representing 8.47% of Tronox
shares outstanding as of December 31, 2008.

Philip Woolliscroft, head of Asset Management Compliance in
Henderson Global, reported that his Company has the sole power to
vote on 1,973,723 shares, and the sole power to dispose of
1,973,723 shares.

          LaGrange Capital Discloses 5.9% Equity Stake

LaGrange Capital Partners, L.P., disclosed in a Form 13G filing
with the Securities and Exchange Commission on February 17, 2009,
that it is deemed to beneficially own an aggregate of 1,339,635
shares of Tronox Incorporated, representing 5.9% of Tronox shares
outstanding as of December 31, 2008.

These entities also reported 5.9% equity stake in the Company:

  * LaGrange Capital Partners Offshore Fund, Ltd.
  * LaGrange Capital Management, L.L.C.
  * LaGrange Capital Administration, L.L.C.

Frank LaGrange Johnson, as sole member of the LaGrange Entities,
noted that he also beneficially owns 1,339,635 of Tronox shares,
representing 5.9% shares.

           Roth and Stark Own Less Than 5% Equity Stake

In a Form 13G filed with the Securities and Exchange Commission
on February 17, 2009, joint filers Michael A. Roth and Brian J.
Stark reported that are deemed to beneficially own Tronox
Incorporated Class A Common Stock equal to, and representing,
less than 5% of Tronox shares outstanding as of December 31,
2008.

Messrs. Roth and Stark disclosed that they have the sole power to
vote on and dispose of zero Shares, and the shared power to vote
on and dispose of Class A common stock equal to less than 5%.

                  Jonathan Gallen's Disclosure

In a Form 13G filed with the Securities and Exchange Commission
on February 17, 2009, Jonathan Gallen, investment manager for
Ahab Opportunities, L.P. and Ahab Opportunities, Ltd., disclosed
that he beneficially owns 900,000 shares of Class A common stock
of Tronox Incorporated, representing of 4.9% Tronox shares.

Mr. Gallen noted that his ownership of Tronox Class A shares is
based on 18,556,127 shares of Tronox Class A common stock
outstanding as of October 31, 2008.  As of December 31, 2008,
Ahab Opportunities, L.P. and  Ahab Opportunities, Ltd. held in
the aggregate 900,000 Shares.

Accordingly, Mr. Gallen has sole power to vote on 900,000 shares,
and sole power to dispose of 900,000 shares.

Ahab Opportunities, Ltd., had notified the Debtors that it is a
substantial holder of Tronox's shares, aggregating 1,548,500,
which it acquired under separate dates.

Moreover, Mr. Gallen is deemed to beneficially own 3,250,000
shares of Tronox Incorporated Class B common stock.  Mr. Gallen
told the SEC that his disclosure is based on 22,889,431 Tronox
Class B shares outstanding as of October 31, 2008.

As of December 31, 2008, Ahab Opportunities, L.P., and Ahab
Opportunities, Ltd. held in the aggregate 3,250,000 Shares.  Mr.
Gallen possesses sole power to vote and direct the disposition of
3,250,000 Securities held by the Ahab Entities.

Ahab Opportunities, Ltd. had also disclosed in the Debtors' cases
that it is a substantial holder of Tronox's shares totaling
1,548,500, under separate dates of acquisition.

            Ardsley Partners Discloses 0% Equity Stake

In a Form 13G filed with the Securities and Exchange Commission
on February 13, 2009, Ardsley Partners Fund II, L.P. disclosed
that it is deemed to beneficially own zero shares of Tronox
Incorporated's common stock outstanding as of December 31, 2008.

Similarly, these entities represent 0% equity stake in Tronox:

  * Ardsley Partners Institutional Fund, L.P.
  * Ardsley Renewable Energy Offshore Fund, Ltd.
  * Ardsley Offshore Fund Ltd
  * Ardsley Advisory Partners
  * Ardsley Partners I

Ardsley Advisory Partners and Ardsley Partners I have disposed of
any Common Stock directly owned by AP II, Ardsley Institutional,
Ardsley Energy, Ardsley Offshore and any managed accounts,
according to Steve Napoli, a director and general partner to the
Ardsley Entities.

Meanwhile, Philip J. Hempleman, the managing partner of Ardsley
and Ardsley Partners, is deemed to beneficially own an aggregate
of 1,170,000 shares, representing 6.31% of Tronox common stock.

Mr. Hempleman has the shared power to vote on 1,170,000 shares,
and the shared power to dispose of 1,170,000 shares.

Mr. Hemplemen's ownership of shares relates to shares that (i)
are owned by AP II, Ardsley Institutional, Ardsley Energy,
Ardsley Offshore and the managed accounts, and (ii) he owns
individually.  Directing the operations of certain managed
accounts, Mr. Hempleman may be deemed to be the indirect
beneficial owner of the shares of Common Stock owned by the
managed accounts.

                          About Tronox Inc

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Wells Fargo, Schultze Want Trustee to Drop Assets
---------------------------------------------------------------
Wells Fargo Retail Finance, LLC, and Schultze Agency Services,
LLC, seek the right to liquidate, at their own expense, certain
assets of Tweeter Opco LLC, Tweeter Newco, LLC, Tweeter Tivoli,
LLC, and Tweeter Intellectual Property, LLC.

Wells Fargo and Schultze are lender parties to the Opco Debtors.
Wells Fargo and Schultze extended loans to the Opco Debtors
prepetition, secured by first priority and second priority
security interests and liens on all of the Debtors' assets.
Wells Fargo also extended loans to the Opco Debtors after the
Petition Date, secured by all of the Debtors' assets and senior
to the prepetition lender liens.

Wells Fargo relates that as of March 3, 2009, it has received
payment of its prepetition and postpetition claims, subject to
contingent indemnification claims.  Wells Fargo avers that it is
also holding certain sums as required by the Chapter 7 Conversion
Order to secure its indemnification and reimbursement rights.
Schultze, on the other hand, says it holds an unpaid secured
claim of about $34 million and a superpriority administrative
claim for the amount of any diminution in value of its collateral
during the pendency of the Opco Debtors' cases.

By virtue of the Court order converting the Opco Debtors' cases
into liquidation proceedings, the Chapter 7 Trustee has worked to
liquidate the assets of the Opco Debtors' estates.  Pursuant to
the January 2009 Order authorizing the Chapter 7 Trustee to use
the cash collateral of the Second Lien Lenders, about 87% of the
net sale proceeds will be paid to Schultze and the remaining
12.5% will remain property of the Debtors' estates.

The Lender Parties subsequently entered into negotiations with
the Chapter 7 Trustee, by which the Lenders would consent to the
use of their Cash Collateral to fund all costs associated with
liquidating the remaining assets in exchange for an increase of
the carve out for the benefit of the estates to 20%.

Counsel to Wells Fargo, Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice PLLC, in Wilmington, Delaware, relates
that the Chapter 7 Trustee, however, ultimately informed the
Lender Parties that he will not take any steps to liquidate the
remaining assets of the Opco Debtors.

According to Mr. Kortanek, the Chapter 7 Trustee has proposed and
the Lender Parties have agreed that abandonment of those assets
to the Lender Parties is the proper procedural mechanism, and
only practical option, for accomplishing the liquidation of the
Opco Debtors' remaining assets for the benefit of the secured
creditors.

Thus, by this motion, Wells Fargo and Schultze seek an order
abandoning to them all right, title and interest in all of the
Opco Debtors' remaining assets, which are subject to the Lender
Parties' security interests, including:

  a. Claims under the Opco Debtors' insurance policies with AIG;

  b. Claims against American Express, Discover Card and any
     other credit card company;

  c. Claims against ACE USA Insurance Co. for the recovery of
     deposits held to secure ACE's rights under several of the
     Opco Debtors' workers compensation, commercial general
     liability and automobile insurance policies;

  d. All other accounts receivable;

  e. All intellectual property, including trademark and trade
     names; and

  f. All reserves and deposits held by consignment vendors net
     of amounts due from the bankruptcy estate.

To the extent that liquidation of the Subject Assets requires
settlement of the account obligor's claims against the Opco
Debtors' estates, the Lender Parties seek the Court's authority
to settle those claims and net the claims one against the other.

Moreover, the Lender Parties seek relief from automatic stay with
respect to the abandoned assets so that it is clear to the non-
debtor party obligors, including AIG and American Express, and
other parties that the Lenders have been granted authority to
dispose of the abandoned assets.

Schultze is proposing to fund the costs of liquidating the
remaining assets that will be abandoned.  The Lender Parties have
also agreed (i) to hold the net liquidation proceeds in a
separate account at Wells Fargo and (ii) not to disburse or
dispose of the net liquidation proceeds without further Court
order.

Mr. Kortanek further contends that the Lender Parties' request is
warranted as:

  -- the remaining assets are of inconsequential value and
     benefit to the Opco Debtors' estate;

  -- the Opco Debtors do not have an equity interest in the
     remaining assets; and

  -- the remaining assets are growing stale.

                         About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco, LLC, Tweeter Tivoli, LLC, and
Tweeter Intellectual Property, LLC were formed by Schultze Asset
Management, LLC, for the acquisition of the assets of Tweeter Home
Entertainment Group, Inc.  In July 2007, Old Tweeter sold
substantially all of their assets to Tweeter Newco, LLC, for $38
million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Court Sets March 30 as General Claims Bar Date
------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware set:

  (a) March 30, 2009, as the last date for filing proofs of
      claim for the payment of administrative expense claims
      against Tweeter Opco and its debtor affiliates; and

  (b) June 7, 2009, as the last date for governmental units to
      assert payment of administrative claims.

The Court also approved proposed global procedures for filing
proofs of claim against the Opco Debtors.

                       DIP Lenders Support

Wells Fargo Retail Finance LLC, as administrative agent for the
DIP Lenders, supported the establishment of a deadline for all
Chapter 11 administrative claims.  It was Wells Fargo who
originally sought the setting of a bar date to resolve the issues
regarding its first perfected secured rights to indemnification,
both as prepetition lender and as the DIP lender.

Wells Fargo insisted that to bring finality to the prior payment
made in full to Wells Fargo, there must be a final determination
of the extent to which any claims may be allowed against Wells
Fargo, either as the DIP lenders or the prepetition lenders,
under Section 506(c) of the Bankruptcy Code.  Setting an
administrative bar date is a useful step toward reaching the
final step, Wells Fargo maintained.

Wells Fargo thus asked the Court to grant the Administrative
Claims Bar Date Motion, conditioned on the establishment of a
reasonable deadline for the Chapter 7 Trustee to assert a claim
against the DIP lenders.  Wells Fargo also urged the Court to
impose a reasonable deadline by which the Chapter 7 Trustee must
object to any administrative claims filed in the Opco Debtors'
cases.

                   SoundClear, et al.'s Objections

Prior to the entry of the Court's ruling, Soundclear, LLC, the
Texas Comptroller of Public Accountants, United HealthCare
Insurance Company, and Makefield Limited Partnership objected to
the Administrative Claims Bar Date Motion.

Soundclear asked the Court to deny the Bar Date Motion to address
its agreement with the Opco Debtors.  Soundclear said it filed an
application for administrative claim, seeking to compel the Opco
Debtors to perform their postpetition obligation under an
unexpired non-residential property lease.  In December 2008, the
parties agreed to continue the hearing of the application while
they attempted to resolve the matter consensually.

The Texas Comptroller of Public Accounts, through the Texas
Attorney General's Office, maintained that pursuant to Section
503(b) of the Bankruptcy Code, a governmental unit should not be
required to file a request for an administrative expense tax
claim payment.  The Texas Comptroller asserted it has a $100,000
administrative claim for unpaid sales taxes for the month of
November 2008.  It further contended that the Bar Date Motion
should not be used to "stay" all other proceedings relating to
its claim.  To protect its tax trust funds, the Texas Comptroller
asked the Court to clarify that an order on the Bar Date Motion
will not prohibit immediate payment of tax claims.

United HealthCare opposed the Administrative Claims Procedures
Motion to the extent that it seeks to terminate the hearing date
and other deadlines scheduled in connection with its motion for
allowance of a Chapter 11 administrative claim, or otherwise
seeks to govern the determination and payment of its claim.

Makefield Limited had also asked the Court to compel the Opco
Debtors to pay their postpetition rental obligations.  Makefield
Limited urged the Court to deny the Bar Date Motion and
adjudicate its administrative claim.

                       Revised Proposed Order

Soundclear subsequently withdrew its objection at the court
hearing of the Bar Date Motion.  Wells Fargo also informed the
Court it has reached agreement with the Debtors.

On the Opco Debtors' behalf, Peter C. Hughes, Esq., at Dilworth
Paxson LLP, in Wilmington, Delaware, noted that the Debtors
submitted a revised form of the proposed order just before the
Court entered its decision, to provide that holders of Chapter 11
Administrative Claims that were filed by way of motion or
application will be deemed to have timely filed their
Administrative Claims and will not be required to re-file their
claims on the customized claim form.

                         About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco, LLC, Tweeter Tivoli, LLC, and
Tweeter Intellectual Property, LLC were formed by Schultze Asset
Management, LLC, for the acquisition of the assets of Tweeter Home
Entertainment Group, Inc.  In July 2007, Old Tweeter sold
substantially all of their assets to Tweeter Newco, LLC, for $38
million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Tweeter Opco LLC delivered to the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

A.   Real Property                                          $0

B.   Personal Property                                       0
B.1  Cash on hand                                            0
B.2  Bank Accounts
       Bank of America                                       0
       Wachovia                                              0
       Wells Fargo                                           0
B.3  Security Deposits
       Demo and PNC Bank Credit Card deposits        1,968,920
       Prepaid
         Advertising                                   753,590
         Prepaid Pers Prop Tax                         151,135
         IL Sales Tax                                  122,030
         Prepaid insurance                              17,719
         GA Sales Tax                                   13,075
       Utility Deposits                                 69,756
       Security Deposits                                62,854
B.4  Household goods                                         0
B.5  Collectibles                                            0
B.6  Wearing apparel                                         0
B.7  Furs and Jewelry                                        0
B.8  Firearms and other equipment                            0
B.9  Interests in Insurance Policies                         0
B.10 Annuities                                               0
B.11 Interests in an education IRA                           0
B.12 Interests in IRA, ERISA or other Pension Plans          0
B.13 Business Interests and stocks                           0
B.14 Interests in partnerships                               0
B.15 Government and Corporate Bonds                          0
B.16 Accounts Receivable
       Accounts Receivable, net                      7,818,138
       VAFs Accounts Receivable                      2,459,250
       Warranty Accounts Receivable                  1,449,446
       RTV Accounts Receivable                         981,670
B.17 Alimony                                                 0
B.18 Other Liquidated Debts                                  0
B.19 Equitable or Future Interests                           0
B.20 Interests in estate of a debt benefit plan              0
B.21 Other Contingent & Unliquidated claims                  0
B.22 Patents and other intellectual property                 0
B.23 Licenses, franchises, and other intangibles             0
B.24 Customer lists or other compilations                    0
B.25 Vehicles
       Custom Dept - 123 Vehicles                      820,862
       Service Dept - 42 vehicles                      176,685
       New Store Development Dept - 16 vehicles         85,727
B.26 Boats, motors, and accessories                          0
B.27 Aircraft and accessories                                0
B.28 Office equipment, furnishings and supplies
      Computer Hardware and Software, Net              426,766
B.29 Machinery
       Furniture and Fixtures                          652,857
B.30 Inventory
       Inventory at Cost, net as of 11/4/08         38,121,875
       Consignment Inventory at Cost                 8,401,130
B.31 Animals                                                 0
B.32 Crops                                                   0
B.33 Farming Equipments and implements                       0
B.34 Farm supplies, chemicals, and feed                      0
B.35 Other Personal Property                                 0
       Leasehold Improvements, Net                   3,254,665
       Assets Under Construction                     1,085,820
       Deferred Financing-Long Term                    950,773
       Prepaid Other                                   302,553
       Asset Retirement Obligation, Net                202,320
       Prepaid Rent                                    156,179
       Prepaid Suncoast                                122,541
       Garn/Child Support Pay Roll Clearing             81,757
       Pay Roll Misc Clearing                            2,716

       TOTAL SCHEDULED ASSETS                      $70,712,812
       =======================================================

C.   Property Claimed as Exempt                              -

D.   Secured Claim
       Schultze Asset Management                   $34,078,886
       Wells Fargo                                  11,681,406
       Polk                                          5,069,845
       Klipsch                                       1,920,011
       Others                                        4,892,033

E.   Unsecured Non-priority Claims
       Employee Accrued Vacation                     1,525,604
       Deposits by Individuals                       1,944,820
       Others                                          111,975

F.   Unsecured Non-priority Claims
       Sony Electronics Inc                          1,738,044
       Samsung Electronics America                     865,555
       Pioneer Electronics                             554,814
       Panamax                                         315,066
       Alpine Electronics                              308,387
       Omnimount Systems                               285,614
       Panasonic                                       276,750
       Service Net Solutions, LLC                      275,674
       Mitsubishi Electronics                          193,411
       Martin Logan                                    166,026
       RR Donnelley Receivables, Inc.                  165,098
       Audio Plus Services                             155,291
       Les Industries JSP Inc                          131,448
       Marketing                                       114,143
       Others                                        1,701,556

       TOTAL SCHEDULED LIABILITIES                 $68,757,071
       =======================================================

Tweeter Opco also delivered to the Court its statement of
financial affairs.  Craig M. Boucher, chief restructuring officer
of Tweeter Opco, LLC, disclosed that the Company earned income
from employment or operation of business:

     Source                Period              Amount
     ------          ------------------     ------------
     Gross Sales     01/2008 to 10/2008     $233,195,528
     Gross Sales     08/2007 to 12/2007       88,659,800

According to Mr. Boucher, Tweeter Opco made payments to creditors
within 90 days immediately preceding the Petition Date,
aggregating $43,887,655.  Among the biggest payments are:

     Payee                                      Amount
     -----                                    ---------
     Sony                                    $1,048,923
     Pioneer                                  1,352,787
     ADP Direct Deposit Wire                  1,346,660

A complete list of the check and wire payments to the Company
made to creditors is available for free at:

    http://bankrupt.com/misc/Tweeter_Payment_Creditors.pdf
    http://bankrupt.com/misc/Tweeter_Payment_Creditors2.pdf

Within one year before the Petition Date, Tweeter Opco also made
payments to insiders, totaling $137,641.  Among the recipients of
the insider payments are Duane Oser Hingham, Eric Welter, Mark
Harris, Michelle Teillon, Philo Pappas, George Granoff, Timothy
O'brien , George Scultze, Julia Bykhoskaia, and Carl M. Yongman.
A list of the Insider Payments is available at no charge at:

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

Mr. Boucher says the Company was a party of several lawsuits and
administrative proceedings within one year preceding the Petition
Date.

  Lawsuit                         Status
  -------                         ------
  Tweeter v Landlord              Settlement amount agreed upon
  Recovery of deposit for
  Former Tweeter leased location

  Tweeter Opco, LLC v Panasonic   Pending
  Trademark infringement
  Regarding Tweeter's "Live in
  Hi-Def" trademark

  Tweeter Opco, LLC v unknown     Pending
  Recovery of unpaid service
  charges

Mr. Boucher tells the Court that Tweeter Opco incurred losses,
totaling $750,000, from theft of warehouse inventory within one
year before the Petition Date.

The Company also made payments to attorneys for consultation
concerning debt consolidation, relief under the bankruptcy law or
preparation of petition in bankruptcy within one year before the
Petition Date:

  Payee                              Amount
  -----                             --------
  Richards Layton & Finger, P.A.    $250,000
  CRG Partners Group LLC             287,398
  Asset Disposition Advisors I        50,000

Tweeter Opco closed its securities account with Wells Fargo
Brokerage Services, LLC, on October 27, 2008.

The Company also holds certain consignment inventories of these
parties:

    Name of owner          Cost of Inventory
    -------------          -----------------
    Bracketron                      $8,529
    Casemate                            75
    Directed (Polk)                 80,681
    First Tech                     195,866
    Griffin                         43,049
    JL Audio                        98,819
    Klipsch                         14,288
    Polk                         5,069,845

                NewCo, et al., Disclose $0 Assets

Debtors Tweeter Newco, LLC, Tweeter Intellectual Property, LLC,
and Tweeter Tivoli, LLC, delivered to the U.S. Bankruptcy court
for the District of Delaware their schedules of assets and
liabilities, disclosing zero assets.  They also reported similar
liabilities, aggregating $49,241,051.

A.   Real Property                                           $0

B.   Personal Property                                        0
B.1  Cash on hand                                             0
B.2  Bank Accounts                                            0
B.3  Security Deposits                                        0
B.4  Household goods                                          0
B.5  Collectibles                                             0
B.6  Wearing apparel                                          0
B.7  Furs and Jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Interests in Insurance Policies                          0
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA or other Pension Plans           0
B.13 Business Interests and stocks                            0
B.14 Interests in partnerships                                0
B.15 Government and Corporate Bonds                           0
B.16 Accounts Receivable                                      0
B.17 Alimony                                                  0
B.18 Other Liquidated Debts                                   0
B.19 Equitable or Future Interests                            0
B.20 Interests in estate of a debt benefit plan               0
B.21 Other Contingent & Unliquidated claims                   0
B.22 Patents and other intellectual property                  0
B.23 Licenses, franchises, and other intangibles              0
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors, and accessories                           0
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings and supplies               0
B.29 Machinery                                                0
B.30 Inventory                                                0
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming Equipments and implements                        0
B.34 Farm supplies, chemicals, and feed                       0
B.35 Other Personal Property                                  0

       TOTAL SCHEDULED ASSETS                                $0
       ========================================================

C.   Property Claimed as Exempt                               0

D.   Secured Claim
       Schultze Asset Management                    $34,078,886
       Wells Fargo                                   11,681,406
       Wells Fargo                                    3,480,759

E.   Unsecured Non-priority Claims                            0

F.   Unsecured Non-priority Claims                            0

       TOTAL SCHEDULED LIABILITIES                  $49,241,051
       ========================================================

The Statements of Financial Assets of Tweeter Newco, Tweeter IP
and Tweeter Tivoli are consolidated in the Statements of Tweeter
Opco LLC, under Case No. 08-12646.

                         About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco, LLC, Tweeter Tivoli, LLC, and
Tweeter Intellectual Property, LLC were formed by Schultze Asset
Management, LLC, for the acquisition of the assets of Tweeter Home
Entertainment Group, Inc.  In July 2007, Old Tweeter sold
substantially all of their assets to Tweeter Newco, LLC, for $38
million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Asks Chapter 7 Trustee to Administer Health Plan
--------------------------------------------------------------
The Secretary of the United States Department of Labor asks the
U.S. Bankruptcy Court for the District of Delaware to require the
Chapter 7 Trustee of the Tweeter Opco Debtors' estates to
administer the Tweeter Home Entertainment Group, Inc., Welfare
Benefit Plan, in accordance with Section 704(a)(11) of the
Bankruptcy Code.

Michael D. Felsen, Esq., counsel to the DOL, relates that on
December 10, 2008, the Secretary of Labor, through the Employee
Benefits Security Administration, initiated an investigation of
the Health Plan under the Employee Retirement Income Security
Act.  The Secretary of Labor found that the Health Plan offered
payment of numerous health care related costs to its
participants.  The Health Plan is a self-funded contributory
employee welfare benefit plan, funded through a combination of
employer and employee contributions.

Mr. Felsen notes that pursuant to an Administrative Services
Agreement effective October 2005, as amended, between United
HealthCare Services Inc., an affiliate of United HealthCare
Insurance Company, and Tweeter Opco LLC, UHC provided
administrative services to the Health Plan, including processing
and paying claims submitted by participants or by providers of
health care services.  UHC's processing involves reviewing the
claims to determine whether the claims were covered under the
Health Plan and eligible for payment.

On December 19, 2008, UHC issued a Notice of Termination of Group
Coverage to all participants and informed the parties-in-interest
that the ASA was terminated and that it would not process or pay
any claims received as of December 3, 2008.  However, nowhere was
it noted in the December 19 notice that the Debtor terminated the
Health Plan itself.

Based on DOL's current investigation, UHC continues to receive
claims from participants and health providers.  The DOL notes
that UHC is no longer processing claims to determine whether they
were covered under the Health Plan.  At present, UHC has decided
it will take no action with regard to any claims it has received
or anticipates receiving.

The Secretary of Labor's investigation is ongoing and has yet to
determine the extent of outstanding health claims.  Nevertheless,
the Secretary has received estimates from UHC that the dollar
amount of unpaid health claims may be more than $700,000.

Against this backdrop, the Secretary asserts that in order to
determine the extent and amount of those claims and whether those
claims were submitted by eligible participants for covered
benefits, it is necessary for the Chapter 7 Trustee to assume
administration of the Health Plan.

Failure to properly adjudicate the claims of the Health Plan
participants and to administer the Health Plan could represent
violations of the fiduciary requirements under Title I of the
ERISA, and could also cause substantial prejudice to the affected
Health Plan participants, Mr. Felsen contends.

                   Chapter 7 Trustee Objects

George L. Miller, the Chapter 7 Trustee of the Opco Debtors,
relates he does not contest that he should continue to perform
the obligations of the administrator of any employee benefit plan
which was administered by the Opco Debtors or any entity
designated by them.  Mr. Miller relates his investigation reveals
that the Opco Debtors' Health Plan under UHC has no funds for the
payment of claims, thus, the continued processing of health
insurance claims for which there is maybe no source of payment
may be a futile act.  Moreover, Mr. Miller notes, payment of a
third party administrator to process claims would be costly to
the estate, and depending on whether funds exist to pay those
claims may have the effect of reducing recovery to creditors.

Mr. Miller asserts while it is appropriate that he be required to
administer certain employee benefits, the Court should not
specifically require him to process all Health Plan claims.
Rather, Mr. Miller adds, he should only be directed to continue
administration of those plans.

                       DOL Secretary Reacts

The Labor Secretary of Labor reiterates that it is important to
distinguish UHC's role with respect to plan administration from
the source of funding for the Health Plan.  The Secretary relates
that the Health Plan bank account that was established by UHC for
payment of health claims was not the exclusive source of funding
for the Health Plan.  Rather, it served as an administrative tool
whereby the Debtor would forward funds from its general assets on
a continuing basis so that UHC could then process payments for
approved claims.

Thus, to the extent the Opco Debtors' estates include assets
available for payment of the health claims, the Chapter 7
Trustee's continued administration of the Health Plan would not
be a "futile act" but rather a necessary obligation to determine
the amount of outstanding claims and any priority accorded to
those claims, the Secretary asserts.

Counsel to the Labor Secretary, Michael D. Felsen notes that the
Opco Debtors' former employees with outstanding eligible health
claims incurred between November 5, 2008, and December 5, 2008,
are creditors holding claims for payment of Chapter 11
administrative expenses.  The Debtors' former employees with
unpaid eligible health claims incurred during the 180-day period
prior to November 5, 2008 hold priority claims pursuant to
Section 507(a)(5) of the Bankruptcy Code, he adds.

Because the Debtors' estate could be inadequate to fully pay all
Chapter 11 administrative claims, the Secretary believes that it
is reasonable to initially limit adjudication of health claims to
those incurred during the Opco Debtors' Chapter 11 bankruptcy
cases.  However, the Secretary notes, in the event assets remain
following the payment of all Chapter 11 administrative claims,
the Court should then revisit the issue of whether and to what
extent it is feasible for the Chapter 7 Trustee to continue
adjudication of the remaining health claims.

                         About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco, LLC, Tweeter Tivoli, LLC, and
Tweeter Intellectual Property, LLC were formed by Schultze Asset
Management, LLC, for the acquisition of the assets of Tweeter Home
Entertainment Group, Inc.  In July 2007, Old Tweeter sold
substantially all of their assets to Tweeter Newco, LLC, for $38
million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


TWEETER OPCO: Faces SB Capital Suit for Breach of Consulting Pact
-----------------------------------------------------------------
SB Capital Group LLC, Tiger Capital Group, LLC, and Hudson
Capital Partners, LLC, the Tweeter Opco Debtors' consultant, have
commenced an adversary proceeding before the U.S. Bankruptcy Court
for the District of Delaware against the Opco Debtors and their
Chapter 7 Trustee for breach of contract under a consulting
agreement.

Prior to the Petition Date, the Consultants entered into the
agreement with the Opco Debtors to which they agreed to provide
exclusive consulting services with respect to the management and
disposition of the Opco Debtors' merchandise, furniture, and
fixtures, and equipment at each of the Opco Debtors' retain store
locations.

Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, relates that the Consultants earned
$1,752,162 in consulting fees and FF&E fees, and unreimbursed
expenses for services provided to the Opco Debtors.  In addition,
the Consultant is entitled to be reimbursed from the proceeds of
the sale for the supervisor costs and supervisor bonuses
amounting to $109,465, he asserts.  The Consultant also incurred
approximately $47,000 in legal fees and expenses in protecting
its rights under the Consulting Agreement and attempting in good
faith to obtain the turnover of the outstanding proceeds, he
states.

The Consultant only received $1,324,622 of the sale proceeds, as
of February 3, 2009, leaving a balance of $584,003, according to
Mr. Traurig.

The Consultants note they have sent a demand to the Chapter 7
Trustee for the turnover of the Outstanding Proceeds in December
2008.  The Chapter 7 Trustee has not refused the Consultants'
request, Mr. Detweiler says.

The Consultants thus seek judgment for monetary damages against
the Opco Debtors for breach of the Consulting Agreement.

The Consultants also seek judgment for the imposition of a
constructive trust over the Outstanding Proceeds on their behalf.

In the alternative, if the Court decides that the Outstanding
Proceeds are not property of the Consultants or should be held in
a constructive trust, the Consultants seek entitlement to an
allowed administrative expense priority claim in the amount of
the Outstanding Proceeds.

                         About Tweeter Opco

Tweeter Opco LLC, Tweeter Newco, LLC, Tweeter Tivoli, LLC, and
Tweeter Intellectual Property, LLC were formed by Schultze Asset
Management, LLC, for the acquisition of the assets of Tweeter Home
Entertainment Group, Inc.  In July 2007, Old Tweeter sold
substantially all of their assets to Tweeter Newco, LLC, for $38
million.

Tweeter Opco and its affiliates filed for Chapter 11 protection on
Nov. 5, 2008 (Bankr. D. Del. Case No. 08-12646).  Chun I. Jang,
Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger,
P.A., assisted the company in its restructuring effort.  The
company listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

Judge Mary Walrath of the U.S. Bankruptcy Court for the District
of Delaware converted the Opco Debtors' Chapter 11 cases to
Chapter 7 liquidation proceedings effective as of December 5,
2008.  George L. Miller from the accounting firm Miller Coffey
Tate has been appointed to serve as trustee of the Chapter 7
proceedings of Tweeter Opco, LLC, and its affiliates.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Debtors' exclusive period to
file a plan of reorganization expired on June 5, 2008.

Bankruptcy Creditors' Service, Inc., publishes Tweeter Bankruptcy
News.  The newsletter tracks the bankruptcy proceedings of Tweeter
Home Entertainment Group, Inc., and its affiliates, and the
subsequent bankruptcy cases of its buyer, Tweeter Opco LLC.
(http://bankrupt.com/newsstand/or 215/945-7000)


UBS AG: Moody's Downgrades Ratings on $10 Mil. Notes to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service announced it has downgraded its ratings
of one class of notes issued by UBS AG, acting through its Jersey
branch.  The notes were issued under the UBS AG $45,000,000,000
Euro Note Programme.

The transaction is a static synthetic collateralized debt
obligation transaction referencing a portfolio of corporate
entities.  The rating action is a response to credit deterioration
in the reference portfolio due to general corporate deterioration.
A significant proportion of the assets are now rated sub-
investment grade.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for Corporate Synthetic CDOs as described in Moody's Special
Reports below:

  -- Moody's Approach to Rating Corporate Collateralized Synthetic
     Obligations (December 2008)

The rating action is:

UBS AG (Jersey Branch):

(1) Series 3509 US$10,000,000 STERN 2006-02-24 Floating Rate
Notes due March 20, 2011

  -- Current Rating: Caa2
  -- Prior Rating: Baa2
  -- Prior Rating Date: 28 March 2006, Assigned Baa2


US JUSTICE FOUNDATION: Files for Chapter 11 Bankruptcy
------------------------------------------------------
KXNT Radio reports that the U.S. Justice Foundation has filed for
Chapter 11 bankruptcy protection, claiming that it lacked funding
as its clients "have failed to honor their commitments."

According to Las Vegas Now, Mr. Ferm estimates he is owed hundreds
of thousands of dollars from clients who haven't paid, other than
the six figures of his own money he's invested in the business.

KTNV.com relates that customers said that they paid up front
$1,500 to $3,000.  KXNT Radio states that the U.S. Justice
Foundation at Charleston and Jones closed on Monday, allegedly
with clients' money.

Las Vegas Now states that the state Attorney General's Office, the
District Court, the Federal Court, and the state bar have been
looking at the U.S. Justice Foundation and its owner Jack Ferm.
The U.S. Justice Foundation posted on its Web site that it can
help protect clients and their property from judgments, judgment
creditors, foreclosure and, the IRS.  The Company said that Mr.
Ferm is an Asset Management Specialist who can help structure
clients' assets so that no one can touch them including the IRS,
or stop foreclosure without the need to file for bankruptcy.

Ferm is under investigation by the Nevada Attorney General and the
state bar, Las Vegas Now states.  According to Las Vegas Now, the
federal court and the state have ordered Mr. Ferm to explain why
he shouldn't be held in contempt for practicing law without a
license.  Mr. Ferm isn't a lawyer, according to Las Vegas Now.
The U.S. Justice Foundation said on its Web site that Mr. Ferm is
a law school graduate.

Las Vegas Now states that many of the U.S. Justice Foundation
clients have lawsuits pending or have been unsuccessful with their
legal efforts.

"It is possible that some criminal charges maybe pursued.  Most of
all, we want all of the clients who came to us to get their money
back," Las Vegas Now quoted Patrick Llewellyn, a man serving
paperwork to the office from an attorney representing eight more
customers who say they were taken advantage of, as saying.

Additional legal action will be taken against Mr. Ferm and the
foundation this week, Las Vegas Now states, citing sources.

Las Vegas Now says that Mr. Ferm estimates that his foundation has
filed 800 cases on behalf of homeowners faced with foreclosure.
"Recently it started to get ugly and violent. That's when I shut
it down.  Once we get this under control, we will reopen it," the
report quoted Mr. Ferm as saying.

Mr. Ferm blamed Fox News Legal Analyst Bob Massi for making
clients angry, Las Vegas Now relates.  Mr. Massi, says Las Vegas
Now, warned consumers in a segment that aired locally to watch out
for foreclosure scams.  Las Vegas Now states that Mr. Massi didn't
mention Mr. Ferm or the U.S. Justice Foundation, but Mr. Ferm
claims that it damaged his business.  "Everybody again thought it
was us he was talking about.  People came running demanding
refunds.  Between January and the first two weeks of February, we
paid out over $60,000 in refunds.  It was a run on a bank. They
run us out of money," the report quoted Mr. Ferm as saying.

Mr. Ferm has filed a lawsuit against Mr. Massi and the local Fox
affiliate and said that he expects at least a $1 million award,
according to the report.

U.S. Justice Foundation is founded by Jack Ferm.  It offered to
help homeowners avoid foreclosure by modifying mortgages to a
lower payment.


VERSACOLD INT'L: Moody's Revises Release, Rating Still Caa2
-----------------------------------------------------------
Substitute "affirmation" of first lien senior secured rating with
"confirmation" in the second paragraph and ratings list.  Revised
release follows.

Moody's Investors Service has downgraded Versacold International
Corporation's Probability of Default rating to Caa3 from Caa1 and
lowered its Corporate Family rating to Caa2 from Caa1.  The rating
action concludes the review initiated Dec 22, 2008, and reflects
Moody's concerns that, for the foreseeable future, Versacold's
overall liquidity profile is likely to remain constrained by
external factors over which it lacks the ability to control giving
rise to an elevated risk of default.

The incremental risk for a default to occur has caused Moody's to
reconsider its assumptions regarding the expected recovery value
of Versacold's assets.  In view of the company's relatively
favorable business profile, which benefits from expected stability
through the business cycle, Moody's believes its value should
remain relatively favorable in a distress scenario.  Therefore,
the recovery rate, which influences the Corporate Family rating,
has been favorably adjusted to 60% from 50% previously.  This
contributes to a one notch downgrade in the company's CFR versus
the two notch downgrade of the company's PDR.  In conjunction with
the rating action, Versacold's first lien senior secured rating
was confirmed at B2 and its second lien senior secured rating was
lowered to Caa3 from Caa2.  The outlook is negative.

Downgrades:

Issuer: Versacold International Corporation

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Second Lien Senior Secured Bank Credit Facility, Downgraded
     to Caa3 (LGD4, 52%) from Caa2 (LGD4, 68%)

Confirmations:

Issuer: Versacold International Corporation

  -- First Lien Senior Secured Bank Credit Facility, at B2 (LGD2,
     15% from LGD 2, 24%)

Outlook Actions:

Issuer: Versacold International Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Moody's liquidity concerns at Versacold stem from ongoing
pressures at both its subsidiary, Versacold Logistics Canada Inc.
(formerly Eimskip Atlas Canada Inc.) and ultimate parent, Hf
Eimskipafelag Islands.  In the case of VLCI, that entity (through
its subsidiary, Versacold USA Inc) has been unable to negotiate a
sufficient extension to its term loan to alleviate refinancing
risk (now due March 31, 2009 from February 27, 2009 previously).
While VLCI is an unrestricted subsidiary within Versacold's
banking group and VLCI's debt is non-recourse to Versacold, should
a default at VLCI occur, Versacold's lenders would have the
ability to call a default under cross default language of the
agreements.

There is also the potential for HFEI to exert indirect, albeit
considerable pressure on Versacold's liquidity profile should an
event of default occur at HFEI, which could trigger an event of
default under the terms of Versacold's credit agreement.  HFEI is
currently attempting to negotiate the sale of Versacold to ease
its own leverage and liquidity constraints.  While HFEI expects to
complete the sale in early 2009, Moody's believes this timing is
likely to be challenged by the ongoing dislocation of the capital
markets.  In the event that the sale does not occur within the
near term, Moody's believes it is possible that HFEI could seek
creditor protection, which would likely be considered an event of
default under the terms of that entity's lending agreements.

Apart from the potential for external liquidity pressures to
arise, Moody's notes that Versacold's liquidity profile benefits
from a relatively favorable debt maturity profile of its own
obligations.  Additionally, Moody's expects that Versacold's
leading market position within the public refrigeration warehouse
business and its integral nature with a diverse group of customers
is likely to enable its free cash flow streams to remain slightly
positive through the economic cycle.  Nonetheless, the company's
consolidated adjusted leverage is high (approaching 7x) and it
lacks the financial flexibility to deal with the above noted
liquidity pressures.  The negative outlook captures the potential
that further downward rating movement could occur should liquidity
pressures at either VLCI or HFEI result in a default being called
under Versacold's loan agreements.

Moody's last rating action on Versacold occurred December 22, 2008
when the company's Corporate Family rating was lowered to Caa1
from B3 and ratings were placed under review for further possible
downgrade.

Versacold International Corporation is headquartered in Canada and
is a leading supplier of temperature controlled warehousing and
logistic services to food producers, processors, as well as
wholesale and retail distributors.  Annual revenues are
approximately C$1.2 billion.


VISION PARK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Vision Park Office Condominiums, LP
        12810 D Willow Centre Dr.
        Houston, TX 77066
        tEL: (281) 444-5646

Bankruptcy Case No.: 09-31531

Type of Business: Vision Park Office Condominiums, LP is a single-
                  asset real estate debtor.

Chapter 11 Petition Date: March 3, 2009

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

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  2323 S. Voss Road #400
                  Houston, TX 77057
                  Tel: 832-251-3662
                  Fax : 832-971-7206
                  mail: mastinlaw@yahoo.com

Debtor-affiliates filing separate Chapter 11 petitions on Feb. 3,
2009:

  Entity                  Case No.
  ------                  --------
Jolly Properties, Inc.   09-30872

Estimated Assets: $1,000,001 to $10,0P00,000

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

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

The petition was signed by Gurmukh S. Jolly, managing member of
the company.


W.R. GRACE: Recovery of Claims Under First Amended Joint Plan
-------------------------------------------------------------
The First Amended Joint Plan of Reorganization filed by W.R.
Grace & Co., et al., the Official Committee of Asbestos Personal
Injury Claimants, the Asbestos PI Future Claims Representative,
and the Official Committee of Equity Security Holder, dated
February 27, 2009, amended the estimated allowed amount of claims
previously estimated, except for Class 7A Asbestos PD Claims,
other than U.S., ZAI PD Claims.

Class   Description         Recovery Under the Plan
-----   -----------         -----------------------
N/A    Administrative      Estimated Claim Amount: $30,700,000
       Expense Claims      Estimated Percentage Recovery: 100%

N/A    Priority Tax        Estimated Claim Amount: $38,400,000
       Claims              Estimated Percentage Recovery: 100%

1     Priority Claims     Estimated Claim Amount: $822,421
                           Estimated Percentage Recovery: 100%

2     Secured Claims      Estimated Claim Amount: $4,700,000
                           Estimated Percentage Recovery: 100%

3     Employee Benefit    Estimated Claim Amount: $169,700,000
                           Estimated Percentage Recovery: 100%

4     Workers'            Allowed Claims have already been paid
       Compensation        pursuant to first day orders and
       Claims              continue to be paid in the ordinary
                           course as they become due.

                           Estimated Percentage Recovery: 100%

5     Intercompany        For pro forma cash flow purposes all
       Claims              Claims will have no impact on the
                           Plan as payments under the Plan are
                           based on the Debtors and Non-Debtor
                           Affiliates as consolidated.

                           Estimated Percentage Recovery: 100%

6     Asbestos PI         Estimated Claim Amount: N/A
       Claims              Estimated Percentage Recovery:
                           Unknown

7     Class 7A: Asbestos  Estimated Claim Amount: $112,000,000
       PD Claims other
       than US ZAI PD      Estimated Percentage Recovery: 100%
       Claims
                           No interest will be payable on account
                           of Asbestos PD Claims Allowed as of
                           the Effective Date except to the
                           extent provided in a PD Settlement
                           Agreement. Unresolved Asbestos PD
                           Claims will be paid solely from the
                           Asbestos PD Trust Assets that are
                           designated for Class 7A Claims
                           pursuant to the procedures in the
                           Class 7A CMO.

       Class 7B: ZAI       Estimated Claim Amount: $54,500,000
       PD Claims

8     CDN ZAI PD          Estimated Claim Amount: US$5,300,000
       Claims              Estimated Percentage Recovery:
                           Unknown

9      General             Estimated Claim Amount:
       Unsecured           $845,300,000
       Claims              Estimated Percentage Recovery: 100%

10     Equity Interests    Estimated Claim Amount: N/A
       in the Parent       Estimated Percentage Recovery: 100%

11     Equity Interests    Estimated Claim Amount: N/A
       in Debtors other    Estimated Percentage Recovery: 100%
       than the Parent

Judge Judith Fitzgerald will convene a hearing on the Disclosure
Statement on March 9, 2009 at 9:00 a.m.

As reported by the Troubled Company Reporter on March 3, 2009, the
Debtors, the Official Committee of Asbestos Personal Injury
Claimants, the Asbestos PI Future Claimants' Representative and
the Official Committee of Equity Security Holders filed a First
Amended Chapter 11 Joint Plan of Reorganization and a Disclosure
Statement explaining that Plan on February 27, 2009.

The Amended Plan, in most parts, inserts additional languages
relating to the Debtors' asbestos liabilities, their asbestos
insurance coverage and the asbestos trusts to be created under
the Plan.  The Amended Plan also includes revised estimated
amount of claims.

The Amended Plan provides that "Asbestos In-Place Insurance
Coverage" will not include any Asbestos Insurance Reimbursement
Agreement.  "Asbestos In-Place Insurance Coverage" in the Plan is
defined as any insurance coverage issued to any insurance
contributor to the extent available to be utilized for the
payment or reimbursement of liability, indemnity, or defense
costs arising from or related to Asbestos PI Claims or Asbestos
PI Trust Expenses under any Asbestos Insurance Policy or Asbestos
Insurance Settlement Agreement.

"Asbestos Insurance Reimbursement Agreement" under the Amended
Plan will mean as any agreement entered into prior to the
Petition Date between the Debtors or Non-Debtor Affiliates, on
the one hand, and any Asbestos Insurance Entity, on the other
hand, pursuant to which the Asbestos Insurance Entity agreed to
reimburse the Debtors or the Non-Debtor Affiliates, for certain
liability, indemnity, or defense costs arising from or related to
asbestos-related claims, including Asbestos PI Claims.

Asbestos PD Trust Assets, under the Amended Plan, constitute:

  * the payments pursuant to the Class 7A Asbestos PD Deferred
    Payment Agreement and all rights of Asbestos PD Trust under
    the Class 7A Asbestos PD Deferred Payment Agreement;

  * the Class 7B Asbestos PD Deferred Payment Agreement and all
    rights of the Asbestos PD Trust under the Class 7B Asbestos
    PD Deferred Payment Agreement;

  * the Share Issuance Agreement and all rights of the Asbestos
    PD Trust pursuant to the Share Issuance Agreement;

  * the Asbestos PI and PD Inter-Creditor Agreement and all
    rights of the Asbestos PD Trust pursuant to the Asbestos PI
    and PD Inter-Creditor Agreement;

  * the Asbestos PD Initial Payment; the Grace PD Guarantee
    Agreement for Class 7A and all rights of the Asbestos PD
    Trust under the Grace PD Guarantee Agreement for Class 7A;

  * the Grace PD Guarantee Agreement for Class 7B; and all
    rights of the Asbestos PD Trust under the Grace PD Guarantee
    Agreement for Class 7B; and

  * the Asbestos PD Trust Causes of Action.

"Unresolved Asbestos PD Bar Date Claim" in the Amended Plan
refers to the Unresolved Asbestos PD Bar Date Claims and all
other Asbestos PD Claims in Class 7A, other than Asbestos PD
Claims that were resolved pursuant to PD Settlement Agreements.

The Amended Plan reiterates that on the effective date, the
Asbestos PI Trust will be the successor to all rights of the
Debtors and their affiliates under each Asbestos Insurance
Reimbursement Agreement.  The Asbestos PI Trust's payment of an
Asbestos PI Claim under the PI Trust Distribution Procedures will
be deemed to constitute settlement of the claim on behalf of the
Debtors or their affiliates.

                   Executory Contracts

All executory contracts and unexpired leases not previously
assumed by the Debtors pursuant to Section 365 of the Bankruptcy
Code will be deemed to have been assumed by the Reorganized
Debtors on the Effective Date except for:

  -- executory contracts and unexpired leases that the Debtors
     reject prior to the Effective Date or designate as being
     subject to rejection in connection with the Effective Date;

  -- the 1998 Tax Sharing Agreement, which will be terminated on
     the effective date of the settlement agreement entered into
     between the Debtors and Fresenius Medical Care Holdings,
     Inc.; and

  -- agreements that create an obligation of the Debtors to
     reimburse or indemnify third parties with respect to
     Asbestos PI Claims, Asbestos PD Claims or CDN ZAI PD
     Claims.

           Amendments to Plan-Related Documents

The Debtors also revised several Plan-related documents,
including the Asbestos PI Deferred Payment Agreement, the Class
7A Asbestos PD Deferred Payment Agreement, and the Class 7B
Asbestos PD Deferred Payment Agreement.  Reorganized Grace-Conn
is required to make payments under those agreements.

(1) Asbestos PI Deferred Payment Agreement

Reorganized Grace-Conn and the Asbestos PI Trust agree that
Reorganized Grace-Conn or its successors will make deferred
payments of $110 million per year for five years beginning in
2019, and $100 million per year for ten years beginning in 2024,
backed by one of the Grace guarantee agreements to fund, in part,
the Asbestos PI Trust.  The amount of the deferred payments will
be reduced accordingly to the extent that the Trusts'
Representative exercises its rights on behalf of the Asbestos PI
Trust under the Share Issuance Agreement.

(2) Class 7A Asbestos PD Deferred Payment Agreement

Reorganized Grace-Conn and the Asbestos PD Trust agree that
Reorganized Grace-Conn or its successors will make deferred
payments in an amount necessary to pay Allowed Unresolved
Asbestos PD Claims together with interest and certain Asbestos PD
Trust expenses.

(3) Class 7B Asbestos PD Deferred Payment Agreement

Reorganized Grace-Conn and the Asbestos PD Trust agree that
Reorganized Grace-Conn or its successors and permitted assigns
will make deferred payments of $30 million for Class 7B US
ZAI PD Claims three years after the Effective Date and a series
of up to ten contingent payments for Class 7B US ZAI PD Claims of
$8 million each over the 20-year period following the fifth
anniversary of the Effective Date provided certain conditions are
met, including that the total assets of the Asbestos PD Trust are
less than $10 million.

Reorganized Grace-Conn is permitted to prepay deferred payments
under the Agreements at any time.  When any payment is timely
paid, it is deemed satisfied in full.  To the extent that any
payments are subsequently invalidated, the deferred payment will
be reinstated to the extent of the underpayment.

Pursuant to the Agreements, Reorganized Grace-Conn is subject to
affirmative covenants, including a requirement for it to:

  -- maintain its corporate existence and qualifications,

  -- provide notices of default with respect to senior
     indebtedness, and

  -- provide certain financial statements and to provide
     officer's certificates as to its compliance.

Reorganized Grace-Conn is also subject to a negative covenant
that limits its ability to undertake certain asset dispositions.

The occurrence of an event of default under the Asbestos PI
Deferred Payment Agreement permits the Asbestos PI Trust or its
successors and permitted assigns to accelerate the remaining
deferred payments, causing them to become due and payable.  In
addition, the occurrence of an event of default permits the
Trusts' Representative to demand issuance of the Section 524(g)
Shares.

Events of default include:

    * breach of certain covenants of the Agreements;

    * engaging in certain prohibited asset transactions, breach
      of certain covenants in the guarantee agreement related to
      the Agreements, or any voluntary or involuntary proceeding
      seeking to adjudicate the Reorganized Parent or
      Reorganized Grace-Conn bankrupt or insolvent;

    * failure by Reorganized Grace-Conn or the Reorganized
      Parent to provide notice of an asset disposition that
      exceeds a certain value if the pro forma valuation of
      Reorganized Grace-Conn and the Reorganized Parent have
      fallen below a threshold amount, as calculated pursuant to
      the Agreements.

Reorganized Grace-Conn may not transfer its rights, interests or
duties under the Agreements without the prior written consent of
the Asbestos PI Trust or its permitted successors.  The Asbestos
PI Trust is not permitted to transfer its rights or grant any
security interest in any of the deferred payment documents other
than under limited circumstances as described in the Agreements.

The obligations under the Agreements are subordinated and junior
in right of payment, and in all other respects, to Reorganized
Grace-Conn's senior indebtedness.  If Reorganized Grace-Conn
defaults on its senior debt, a payment blockage period will take
effect with respect to the deferred payments, which can last for
up to 180 days from the time that a blockage notice.

A blacklined copy of the form of Deferred Payment Agreement for
Class 7B ZAI Claims is available for free at:

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

(4) Grace Guaranty Agreements

Pursuant to the Grace PI Guaranty, the Reorganized Parent
guarantees, as a primary obligor and not merely as a surety,
Reorganized Grace-Conn's obligations for the full and prompt
payment of all deferred payments and all other amounts payable
under the Asbestos PI Deferred Payment Agreement and Reorganized
Grace-Conn's due performance of all of its other obligations
under the Asbestos PI Deferred Payment Agreement.

The obligations are secured by the Reorganized Parent's
obligation to issue and deliver to the Asbestos PI Trust the
Section 524(g) Shares, pursuant to the terms and conditions of
the Share Issuance Agreement.

The obligations under each Guarantee Agreement are subordinated
and junior in right of payment, and in all other respects, to
Reorganized Parent's senior indebtedness.

(5) Share Issuance Agreement

Under the Share Issuance Agreement, the Reorganized Parent, the
Asbestos PI Trust, and the Asbestos PD Trust agree that if
Reorganized Grace-Conn defaults under the terms of the Asbestos
PI Deferred Payment Agreement, the Class 7A Asbestos PD Deferred
Payment Agreement or the Class 7B Asbestos PD Deferred Payment
Agreement, the Trusts' Representative may demand the Reorganized
Parent to issue shares of its common stock equal to 50.1% of the
total number of issued and outstanding shares of the Reorganized
Parent's common stock.

Issuance of the Section 524(g) Shares to the Trusts'
Representatives will be done through the issuance of a stock
certificate registered in the name of the Trusts' Representative
or, if permitted, credited to the account of the Trusts'
Representative on the Reorganized Parent's books and records.

The Share Issuance Agreement includes covenants that:

  * the shares issued pursuant to the Share Issuance Agreement
    will be dully issued, fully paid and non-assessable;

  * a sufficient number of the Reorganized Parent's common stock
    issued will be reserved to give effect to the Share Issuance
    Agreement;

  * the agreement will not create other liens or preemptive
    rights on the Section 524(g) Shares;

  * the Reorganized Parent will take all actions to give effect
    to the share issuance;

  * the Reorganized Parent will not enter into conflicting
    agreements; and

  * the Reorganized Parent will deliver a customary opinion of
    counsel with respect to any share issuance made pursuant to
    the Share Issuance Agreement.

The number of Section 524(g) Shares is subject to certain
mechanical adjustments relating to stock splits, subdivisions or
combinations or amendment to the organizational documents of
Reorganized Parent that change or recapitalize its capital
structure.

The Share Issuance Agreement contains anti-dilution adjustments
that are to be made in the event of some, but not all sales of
Reorganized Parent Common Stock, options, warrants or other
rights to purchase or acquire Reorganized Parent Common Stock or
securities convertible into Reorganized Parent Common Stock.

The agreement may not be assigned by the trusts or the Trusts'
Representative without the prior written consent of the
Reorganized Parent and its successors and permitted assigns.
Moreover, the Share Issuance Agreement is not a security
agreement under the Uniform Commercial Code of any relevant
jurisdiction.  The obligations of the Reorganized Parent under
the agreement are subordinated to its obligations to its senior
lenders.

(6) Warrant Agreement

The Warrant Agreement specifies adjustments to the exercise price
and the number of and kind of securities issuable upon exercise
of the Warrants on the occurrence of certain events, including
stock dividends, distributions, subdivisions, combinations,
reclassifications or recapitalizations by the Reorganized Parent.

For purposes of those adjustments, the market price of the
Reorganized Parent Common Stock is deemed to be the average of
the daily closing prices for thirty consecutive trading days
prior to the event that gives rise to such adjustment.  If there
is no public market for the Reorganized Parent Common Stock, an
independent auditor will determine its fair market value.

If the Reorganized Parent reorganizes its capital stock,
reclassifies its capital stock or consolidates or merges with or
into another person or enters into a business combination
with another person or sells, leases, transfers or otherwise
disposes of substantially all of its property, assets or
business, then as a condition of the organic change, holders of
the Warrants will have the right to receive upon exercise of the
Warrants the property which the holder would have been entitled
to had it exercised its Warrants immediately prior to the organic
change.

The successor person in an organic change regarding the
Reorganized Parent must agree to assume the liabilities and
obligations of the Reorganized Parent under the Warrant
Agreement.

(7) Plan Registration Rights Agreement

Under the Plan Registration Rights Agreement, the Reorganized
Parent and the Asbestos PI Trust agree, among other things, that
the Reorganized Parent, upon receipt of a demand notice from the
Asbestos PI Trust, will file a shelf registration statement with
the Securities and Exchange Commission covering all or a portion
of the Warrants and shares issuable upon exercise of the
Warrants, so long as those shares have not been sold or otherwise
disposed of by the Asbestos PI Trust.

The Plan Registration Rights Agreement requires the Reorganized
Parent to effect two underwritten offerings for all or a portion
of the Registrable Securities pursuant to demands made by the
Asbestos PI Trust.  The Reorganized Parent will pay all expenses
incurred by it as part of any "road show" undertaken as part of
an underwritten offering.

The Asbestos PI Trust is permitted to withdraw the demand one
time based on its good faith determination of market conditions.

The Plan Registration Rights Agreement also provides for
indemnification between the parties for costs of claims, losses,
actions, demands, among others, that arise from untrue or alleged
untrue statements by the indemnifying party of a material fact
contained in a registration statement, prospectus or free writing
prospectus with respect to the Registrable Securities.

(8) Asbestos PI/PD Inter-creditor Agreement

The Asbestos PI/PD Inter-Creditor Agreement provides for the
terms and conditions agreed by the Asbestos PI and Asbestos PD
Trusts relevant to the exercise of remedies pursuant to the Share
Issuance Agreement in respect of:

  -- the Section 524(g) Shares,

  -- the allocation of proceeds from the sale of Section 524(g)
     Shares between the Asbestos PI Trust Agreement and the
     Asbestos PD Trust Agreement, and

  -- the credit Reorganized Grace-Conn receives for the fair
     market value of the Section 524(g) Shares against
     Reorganized Grace-Conn's payment obligations under the
     Asbestos PI Deferred Payment Agreement, the Class 7A
     Asbestos PD Deferred Payment Agreement and the Class 7B
     Asbestos PD Deferred Payment Agreement.

The Asbestos PI/PD Trust Inter-creditor Agreement also provides
for the terms and conditions relevant to the duties and
obligations of the Trusts' Representative, acting as agent for
the Asbestos PI Trust and Asbestos PD Trust under the Asbestos
PI/PD Inter-Creditor Agreement and the Share Issuance Agreement.

The Asbestos PI/PD Inter-Creditor Agreement states that, in
taking any action under the Share Issuance Agreement or with
respect to the Section 524(g) Shares, the Trusts' Representative
will follow the written direction of whichever of the Asbestos PI
Trust or the Asbestos PD Trust is owed the greatest amount by
Reorganized Grace-Conn under the applicable Deferred Payment
Agreement, whichever of the Asbestos PI Trust or Asbestos PD
Trust that is owed the greatest amount by Reorganized Grace-Conn
under the applicable Deferred Payment Agreement being referred to
as the "Controlling Party."

All obligations of Reorganized Grace-Conn under the Asbestos PI
Deferred Payment Agreement are liquidated obligations.  All
obligations of Reorganized Grace-Conn under the Class 7A Asbestos
PD Deferred Payment Agreement are contingent obligations until
each date when Reorganized Grace-Conn is required by the Class 7A
Asbestos PD Deferred Payment Agreement to pay the amount of
Allowed Unresolved Asbestos PD Claims for the immediately
preceding six-month period, at which time the obligations become
liquidated obligations.

Reorganized Grace-Conn's obligation under the Class 7B
Asbestos PD Deferred Payment Agreement is to make the $30 million
payment for Class 7B US ZAI PD Claims three years after the
Effective Date is a liquidated obligation.  All other obligations
of Reorganized Grace-Conn under the Class 7B Asbestos PD Deferred
Payment Agreement are contingent obligations until each date when
Reorganized Grace-Conn is required by the Class 7B Asbestos PD
Deferred Payment Agreement to make payments for Class 7B US ZAI
PD Claims for the immediately preceding fiscal year of the
Asbestos PD Trust, at which time the obligations become
liquidated obligations.

Once the Section 524(g) Shares are issued by the Reorganized
Parent, the Asbestos PI/PD Trusts will then establish the
estimated amount of contingent obligations of Reorganized Grace-
Conn under the Class 7A Asbestos PD Deferred Payment Agreement
pursuant to the "Resolution Procedures."

If the Asbestos PI Trust and the Asbestos PD Trust are not able
to reach agreement as to the estimated amount of contingent
obligations of Reorganized Grace-Conn under the Class 7A Asbestos
PD Deferred Payment Agreement, then the estimated amount will be
established by binding arbitration.

There will be a re-estimation of the Reorganized Grace-Conn's
contingent obligations at least 25 years after the Effective Date
and five years after the initial estimation date.

The amount of Reorganized Grace-Conn's contingent obligations
under the Class 7B Asbestos PD Deferred Payment Agreement is
deemed to be the maximum number of remaining deferred payments
required to be made by Reorganized Grace-Conn under the Class 7B
Asbestos PD Deferred Payment Agreement, multiplied by $8 million,
which is the maximum amount of each deferred payment.

Section 524(g) Shares proceeds will be held in the escrow account
for contingent obligations are also distributed to the holders of
liquidated obligation under two scenarios:

  (1) if the re-estimated amount of contingent obligations of
      Reorganized Grace-Conn under the Class 7A Asbestos PD
      Deferred is less than the initial estimated amount of such
      contingent obligations, and after giving effect to the
      contingent obligations that have become liquidated
      obligations after the initial estimation date, a
      proportionate amount of proceeds on deposit in the
      contingent obligations escrow account reflecting the
      reduction in the estimated amount of the contingent
      obligations is distributed to the holders of liquidated
      obligations; or

  (2) as the amount of Reorganized Grace-Conn's contingent
      obligations under the Class 7B Asbestos PD Deferred
      Payment Agreement expires, either because Reorganized
      Grace-Conn is required to pay less than the $8 million
      maximum amount of any contingent payment or because
      Reorganized Grace-Conn is required to pay less than the
      total number of then remaining contingent payments, a
      proportionate amount of proceeds on deposit in the
      contingent obligations escrow account reflecting the
      expired amount of the contingent obligations is
      distributed to the holders of liquidated obligations.

                     Other Amendments

The Debtors also filed amended copies of the:

  * Asbestos Settlement Agreement, a blacklined copy of which is
    available for free at:

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

  * Asbestos Trust Distribution Procedures, a blacklined copy of
    which is available for free at:

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

  * Insurance Transfer Agreement, a blacklined copy of which is
    available for free at:

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

  * a proposed Case Management Order for Class 7A Claims, a
    blacklined copy of which is available for free at:

       http://bankrupt.com/misc/PrpsdCMO_Class7AClaims.pdf

The amendments were made in response to the objections to
Disclosure Statement.  A chart detailing those objections and the
Debtors' response to each objection is available for free at:

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

Blacklined copies of the Amended Plan and Disclosure Statement
dated February 27, 2009, are available for free at:

  http://bankrupt.com/misc/Grace_AmnddPlanFeb27_Blckln.pdf
  http://bankrupt.com/misc/Grace_AmnddDSFeb27_Blckln.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Liquidation Analysis, Projections Under Amended Plan
----------------------------------------------------------------
W. R. Grace & Co., and its debtor affiliates prepared an analysis
of liquidation if their assets were liquidated under Chapter 7 of
the Bankruptcy Code vis-A-vis an analysis of a reorganization
under Chapter 11 to indicate to the U.S. Bankruptcy Court for the
District of Delaware and parties-in-interest that a Chapter 11
Reorganization of their estates is in the best interest of all
classes impaired under the Plan.

The Liquidation Analysis assumes that the hypothetical Chapter 7
liquidation is effected through the orderly sale of the
businesses of the Debtors and Non-Debtor Affiliates as going
concerns.  Because the Asbestos PI Channeling Injunction and
Asbestos PD Channeling Injunction would not be available in a
Chapter 7 liquidation, the value realized from the orderly sale
of the businesses in all likelihood would be reduced as a result
of a buyer's concern regarding the risk of asbestos liability in
the acquisition of the assets.

Moreover, the Debtors believe that the lack of the Asbestos PI
Channeling Injunction and the Asbestos PD Channeling Injunction
may preclude an orderly sale of the businesses as going concerns,
in which case an actual liquidation of assets would be required
so that values realized would be further reduced.

                  Liquidation Analysis
            W.R. Grace & Co. and Subsidiaries
               (unaudited, in millions)

                                      Ch. 7         Ch. 11
                                   Liquidation   Reorganization
                                  Low     High    Low     High
                                 ======  ======  ======  ======

Estimated Value Available:
Estimated Value of
Reorganized Debtors and
Non-Debtor Affiliates             $2,100  $2,500  $2,100  $2,500
Less: Discount Factor             (1,050) (1,250)     -        -
                                 ------- ------- ------- ------
Estimated Value of
Reorganized Debtors and
Non-Debtor Affiliates              1,050   1,250   2,100   2,500
Plus:
Cash                                 787    787       787    787
Fresenius Payment                     -    105       115    115
Cryovac Payment                       -    873       953    953
Insurance Recovery                  500    500       500    500
                                 ------ ------   ------- ------
Estimated Value Before
Provision for Chapter 7
Costs, Chapter 11 Costs,
Admin. Expenses and Claims         2,337  3,515     4,456  4,856

Less:
Costs Associated with
Chapter 11 Reorganization              -      -       100    100

Costs Associated with
Chapter 7 Liquidation:
Professional Fees
($2.0 million/month
  for 12 months)                     24     24         -      -
Trustee Fees
(1.5% of cash and estimated
proceeds  less other fees)          27     45         -      -
Additional Brokerage Fees
(0.5% of estimated proceeds)          5      6         -      -
Administrative Expenses              26     26        31     31
Priority Tax Claims
and Priority Claims                  39     39        39     39
Secured Claims                        5      5         5      5
                                -------  ------  ------- ------
Estimated Value Before
Provision for General Unsecured
Claims, Asbestos PI and PD
Claims and Equity Interests        2,211  3,371     4,280  4,680

Provision for:
General Unsecured Claims             999    999     1,387  1,387
Asbestos PI and PD Claims              -      -     2,773  2,424

The Debtors relate that provision for General Unsecured Claims
under a Chapter 7 liquidation includes postpetition interest, if
any value is available, while provision for General Unsecured
Claims under a Chapter 11 Reorganization includes postpetition
interest as set forth in the Plan.

Moreover, provision for Asbestos PI and PD Claims under a Chapter
7 Liquidation assumes that Asbestos PI and PD Claims would be in
dispute and that under a Chapter 11 Reorganization represents
value of the treatment of Asbestos PI Claims and Asbestos PD
Claims under the Plan. Obligations under the Deferred Payment
Agreements discounted at approximately 5% in the low case and 10%
in the high case.

The Debtors assume that the Plan will become effective on
December 31, 2009.

A full-text copy of the Liquidation Analysis is available for
free at: http://bankrupt.com/misc/Grace_LiqAnalysisFeb27.pdf

            Financial Projections Under Amended Plan

W. R. Grace & Co. and its subsidiaries, together with the First
Amended Chapter 11 Joint Plan of Reorganized, file a pro forma
and prospective financial information for the purpose of
evaluating the feasibility of their Chapter 11 Plan.

The financial information, which was prepared on the basis of the
global operations of Grace, including certain domestic and
international subsidiaries and affiliates that are not debtors,
reflects Grace's estimate of its expected consolidated financial
position, results of operations, and cash flows as if the Plan
were adopted as proposed.

Grace assumes that customer demand will remain well below trend
levels in 2009, noting that the company has experienced a sharp
decline in customer demand during the fourth quarter of 2008.
Raw materials and energy costs have increased and become more
volatile.  Grace also experienced very significant cost increases
through most of 2008.  The cost of certain materials has since
moderated, but many costs remain high.

Grace's sales are affected by the rate of economic growth and
general economic conditions in the regions in which it operates
and the level of demand in the petroleum refining industry and
the construction industry, among other industries.  Economic
growth in North America and Europe is assumed to be negative in
2009 but is assumed to be moderately positive in 2010.

Inflation on raw materials, excluding metals, and energy costs
totaled about $160 million in 2008, an increase of approximately
15% compared with 2007.  Certain raw materials costs began to
decline by late fourth quarter, and we assume that this
deflationary trend continues through 2009. Raw materials and
energy costs are assumed to increase moderately in 2010 assuming
global economic conditions begin to recover in that year.

In 2008, Grace began managing cash flow more aggressively in
order to reduce exit financing requirements and in response to
declining customer demand.  During the fourth quarter, Grace
reduced net working capital by about $132 million driven by
improvements in inventory management, extended payment terms with
suppliers, and more effective collection efforts. Significant
additional working capital improvements are targeted in 2009. In
2009, Grace expects annual incentive compensation program to be
focused primarily on operating free cash flow.

Sales are assumed to decrease about 11% from 2008 to 2009 and to
increase almost 6% from 2009 to 2010.  The assumed 2009 decrease
in sales is primarily based on assumed weaker customer demand and
assumed unfavorable foreign currency translation effects.

Partially offsetting these effects is the assumed benefit of
price increases implemented in 2008 and 2009, and the assumed
benefit of Grace's growth strategies, including increasing
business with existing customers, acquisition of new customers,
commercialization of new products, and penetration of new
geographic regions.  Sales growth in 2010 is assumed to benefit
from an improvement in economic conditions and customer demand.
Grace expects sales growth to return to historical levels as
global economic growth returns to its trend levels, although this
is expected to occur after 2010.

Cost of goods sold is assumed to decrease in 2009.  Gross profit
percentage is assumed to increase to 30.9% from 29.5% in 2008
based primarily on assumed declines in raw materials and energy
costs and assumed productivity initiatives.  Many raw materials
are expected to decrease in cost in 2009, however, raw materials
like caustic soda and some rare earths remain high.

In response to high raw materials costs, Grace is reviewing
pricing in contracts with suppliers more frequently, and has
accelerated programs to identify alternate suppliers and to
qualify substitute raw materials where doing so will help Grace
further reduce costs.  Gross profit percentage is assumed to
increase to 31.7% in 2010 to reflect the assumed benefit of
increased volumes and continuing productivity improvement
initiatives.

Raw materials and energy costs reached a peak for Grace in the
fourth quarter of 2008.  These high costs will be included in
cost of goods sold in 2009, significantly unfavorably affecting
gross profit.  Grace assumes reduced levels of production in 2009
in order to further reduce inventory levels, continuing the
strategy implemented in the fourth quarter of 2008.  As a result,
manufacturing costs that were or would otherwise have been
capitalized in inventories will be charged to cost of goods sold.

Selling, general and administrative expenses are assumed to
decrease in 2009 and 2010 reflecting cost reduction actions,
including the restructuring actions announced in 2009.

Together with cost reduction actions completed in 2008, these
actions are expected to yield approximately $40 million of
annualized cost savings by 2010.  Grace expects to record a
charge of approximately $20 million in the first quarter of 2009
related to these restructuring actions.

Pretax income from core operations is assumed to 2009 decrease
approximately 20% from 2008 to 2009 and to increase approximately
14% from 2009 to 2010.  Pre-tax income from core operations
before depreciation and amortization, core EBITDA, is assumed to
decrease approximately 15% and to increase approximately 10% over
the same periods.

The decline in Core EBITDA is assumed to be greater than the
decline in sales in 2009 primarily due to the decrease of
manufacturing costs capitalized in inventory, increased pension
expense, and the restructuring charge.  Core EBITDA growth is
assumed to exceed sales growth in 2010 primarily due to improved
gross profit percentage from higher production volumes. Earnings
growth rates during the projection period reflect the unfavorable
effect of the global economic downturn.  Grace expects earnings
growth to return to historical levels as global economic growth
returns to its trend levels, although this is expected to occur
after 2010.

The effective tax rate on income before taxes and minority
interest is approximately 33% in 2009 and 34% in 2010.  The
increase in tax rate is caused primarily by the effect of placing
debt in non-U.S. jurisdictions where the tax rate is lower than
the U.S. rate.  Placing debt in non-U.S. subsidiaries generates
net cash tax savings since, due to the availability of NOLs,
Grace does not expect to pay cash taxes in the U.S. in 2009 or
2010.  Foreign subsidiaries are assumed to pay cash taxes in the
amount expensed each year.

                        Cash Flow

Grace assumes net cash provided by operating activities before
Chapter 11 expenses and settlements to be $343 million in 2009
and $278 million in 2010.  Grace further assumes significant
improvements in net working capital during the projection period,
reflecting improvements in inventory management, extended payment
terms with suppliers, and more effective collection efforts.

Capital expenditures are assumed to decrease over 20% in 2009
reflecting reduced investments in new capacity and reduced
maintenance requirements due to reduced production levels.
Capital expenditures are assumed to increase in 2010 as Grace
invests in new capacity to support expected growth in 2010 and
2011.

The Financial Information assumes that Grace will generate about
$25 million in earnings and approximately $46 million in cash
flow in 2009 from sales of non-strategic assets.  The proceeds of
these sales are assumed to reduce exit financing requirements.

Based on these efforts and others, Grace' financial information
reflects a reduction of $500 million in the assumed level of exit
financing and a reduction of $45 million in the assumed level of
annual interest expense when compared to previous estimates.
These reductions also reflect improvements in cash forecasting
and cash management within Grace, permitting Grace to operate
with lower levels of cash on hand.

The Financial Information further assumes cash payments of
$59 million for the pension plans in 2009 and $88 million in 2010,
compared to $68 million in 2008.  The 2010 funding levels assume
that Grace elects to smooth losses incurred in 2008 over a three
year period as permitted under ERISA for U.S. qualified plans.
These amounts are not expected to vary significantly as a result
of any changes in the returns on pension assets or the discount
rates used to measure pension obligations.  Changes in U.S. or
foreign regulations over funding requirements, however, could
impact these projections.

                        Warrants

Grace' advisors have estimated that the equity value of Grace as
of the Effective Date, where per share equity value of Grace is
between $5.96 and $11.38 as of the Effective Date.

These estimates are hypothetical values developed solely for
purposes of the Plan and may not reflect actual trading prices.
The actual closing price on the New York Stock Exchange of
Grace's common shares averaged $6.40 for the 10 trading days
preceding the filing of the Financial Information.

Grace assumes a mid-point value for the Warrant of approximately
$5 million at the Effective Date.  Grace also assumes that the
valuation of its common stock will improve as it approaches the
Effective Date and significant remaining uncertainties related to
our Chapter 11 cases and the Montana criminal proceeding are
resolved.

Grace further assumes that the Warrant is exercised on
December 31, 2010, and that the proceeds are used to repay
outstanding debt.  Additionally, Grace assumes that the valuation
of its common stock will improve after the Effective Date as its
Chapter 11 cases become final and growth and earnings prospects
improve with improvements in global economic conditions.

                    First Quarter 2009

For the full year 2009, Grace assumes Core EBIT of $241 million
and net cash provided by operating activities before Chapter 11
expenses and settlements of $343 million.

For the first quarter of 2009, however, Grace sees Core EBIT to
be negative, further assuming first quarter earnings to be
unfavorably affected by three significant factors:

  (a) Sales volumes will be lower in the first quarter than in
      the remaining quarters of the year.  Sales volumes in
      construction products segment are typically lowest in the
      first quarter of each year due to seasonal factors.

  (b) Cost of goods sold in the first quarter will reflect the
      peak raw materials and energy costs experienced in the
      fourth quarter of 2008, which costs were capitalized in
      inventory in the fourth quarter of 2008.  Grace also
      assumes reduced levels of production in order to further
      reduce inventory levels, continuing the strategy
      implemented in the fourth quarter of 2008, resulting to a
      less favorable fixed cost absorption that leads to lower
      gross profit.

      Together, these effects are assumed to reduce first
      quarter gross profit by over $50 million when compared to
      the first quarter of 2008.  These effects are assumed to
      be immaterial in the second quarter of 2009 and are
      assumed to begin to have a significant positive effect by
      the third quarter.

  (c) Grace assumes restructuring charges of approximately $20
      million in the first quarter resulting from previously
      announced restructuring actions.

Grace further assumes that:

   -- Core EBIT will improve in the remaining quarters of 2009
      as sales volumes improve in seasonal construction products
      segment and as high cost inventory is sold;

   -- cash flow to be positive for the first quarter;

   -- significant improvements in net working capital, including
      the reduction in inventories and a significant reduction
      in capital expenditures; and

   -- first quarter Core EBIT will include more than $30 million
      of non-cash costs, including the expensing of inventory
      costs capitalized in prior quarters and the noncash
      increase in pension expense.

                W. R. Grace & Co. and Subsidiaries
         Projected Condensed Consolidated Balance Sheet
                           (In Millions)

                                         As of December 31,
                                           2009      2010


ASSETS
Current Assets
Cash and cash equivalents                          $134    $245
Investment securities                                10       -
Cash value of life insurance policies, net            -       -
Trade accounts receivable, net                      406     409
Inventories                                         278     276
Deferred income taxes                                52      38
Other current assets                                 87      87
                                                ------  ------
Total Current Assets                                967   1,055

Properties and equipment, net 699 720
Goodwill                                            117     117
Deferred income taxes:
  Net operating loss carryforwards                 258     257
  Temporary differences and tax credit
     carryforwards                                 523     529
Asbestos-related insurance                            -       -
Overfunded defined benefit pension plans             49      49
Other assets                                        104     105
                                                ------  ------
Total Assets                                     $2,716  $2,832
                                                ======  ======

LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Debt payable within one year                        $11     $11
Accounts payable                                    215     251
Other current liabilities                           302     301
                                                ------  ------
Total Current Liabilities                           528     563

Debt payable after one year                       1,000     830
Deferred payments                                   395     432
Deferred income taxes                                 7       7
Minority interests in consolidated entities          61      61
Underfunded defined benefit pension plans           384     346
Unfunded pay-as-you-go defined benefit
  pension plans                                    128     128
Other liabilities                                    47      47
                                                ------  ------
Total Liabilities Not Subject to Compromise       2,549   2,414

Prepetition bank debt plus accrued interest           -       -
Drawn letters of credit plus accrued interest         -       -
Income tax contingencies                             94      95
Asbestos-related contingencies                       37      39
Environmental contingencies                          57      50
Postretirement benefits                             146     139
Other liabilities and accrued interest               24      11
                                                ------  ------
Liabilities Subject to Compromise**                 358     335

Total Liabilities                                 2,907   2,748

Shareholders' Equity (Deficit)
  Common stock issued                                1       1
  Paid-in capital                                  442     612
  Retained earnings/(accumulated deficit)          (55)     11
  Treasury stock, at cost                          (57)    (57)
  Accumulated other comprehensive income (loss)   (521)   (482)
                                                ------  ------
Total Shareholders' Equity (Deficit)               (191)     84

Total Liabilities & Shareholders' Equity         $2,716  $2,832
                                                ======  ======

A blacklined copy of the projections is available for free
At: http://bankrupt.com/misc/Grace_2009Projections.pdf

Financial tables accompanying Grace's Financial Projections are
available for free at:

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

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Evaded Request For Information, EPA Witness Says
------------------------------------------------------------
Paul Peronard, on-scene coordinator for the U.S. Environmental
Protection Agency, on March 3, 2009, told Judge Donald Molloy of
the U.S. District Court for the District of Montana that W.R.
Grace & Co. evaded the EPA's request for information, the Settle
Times reported.

Mr. Peronard, according to the report, expounded that Grace
failed to give corporate information explaining how the company
provided asbestos-tainted mine waste for use on school running
tracks in Libby, Montana.

However, defense lawyers for Grace and its former executives who
are named defendants in the U.S. Government's indictment, denied
the accusation.  The defense lawyers explained that Grace was not
required, based on the EPA's instruction, to provide those
documents, the report said.

The defense lawyers, Josh Levs of CNN related, also maintained
that the Government had "vast information" about asbestos in
Libby before the EPA came along in 1999 to launch an
investigation.  Grace even took numerous steps to mitigate the
dangers of asbestos as information came to light, the defense
noted, CNN said.

According to CNN, Judge Molloy has ruled in the defense favor
that the government must prove that a conspiracy took place after
the Clean Air Act took effect in 1990.  A striking number of
objections by the defense were noted, mostly involving the issue
of timing, the report said.

Separately, Judge Molloy vacated on February 27, 2009, an order he
signed on February 13 that would have excluded 34 witnesses from
Libby, Montana, from participating in the court proceedings of the
U.S. Government's criminal case against W.R. Grace & Co., and its
former executives.

As reported by the Troubled Company Reporter, trial on the Libby
criminal case officially started on Feb. 23 before Judge Molloy.
Prior to that, the District Court has selected jurors in the jury
panel.  The jury is composed of seven men and five women.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Board of Directors Amends Company By-Laws
-----------------------------------------------------
W.R. Grace & Co., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission, that the company's board of
directors has amended the company's by-laws, effective
February 26, 2009.

The by-laws were amended to:

  (a) update information about Grace's registered agent and
      principal office in the state of Delaware;

  (b) make May 5th one of the options for the date of Grace's
      annual meeting of the stockholders; and

  (c) amend and restate Section 2.7, which governs the required
      notice of stockholder business and nominations at
      stockholder meetings, in its entirety.

As amended and restated, Section 2.7 provides that:

  * the provisions of Section 2.7 are the exclusive means for a
    stockholder to nominate directors or propose other business
    to be considered by the stockholders at an annual meeting of
    stockholders, other than proposals governed by Rule 14a-8 of
    the federal proxy rules;

  * a stockholder making a director nomination or proposing
    other business at a stockowner meeting must be a stockholder
    at the time of providing notice and at the time of the
    annual meeting, be eligible to vote at the meeting and
    comply with the notice provisions of Section 2.7;

  * if a stockholder wishes to present a proposal at an annual
    meeting of stockholders or to nominate one or more directors
    and the proposal is not intended to be included in the Grace
    proxy statement relating to that meeting, the stockholder
    must give advance written notice to Grace prior to the
    deadline for that meeting;

  * if a stockholder wishes to nominate one or more directors at
    a special meeting of stockholders at which directors are to
    be elected pursuant to the notice of meeting, the
    stockholder must give advance written notice to Grace prior
    to the deadline for that meeting; and

  * any stockholder filing a written notice of nomination for
    director must describe various matters regarding the nominee
    and the stockholder and the beneficial owner, if any,
    including, among other things, information as name, address,
    shares, as well as rights to acquire shares and other
    derivative securities or short interest held.

Nominees for director must complete and return a written
questionnaire with respect to the background and qualification of
the nominees and the background of any other person or entity on
whose behalf the nomination is being made; and provide a written
representation and agreement that the nominee:

        -- will not become a party to (1) any agreement,
           arrangement or understanding with, and has not given
           any commitment or assurance to, any person or entity
           as to how the prospective nominee, if elected as a
           director, will act or vote on any issue or question
           that has not been disclosed to Grace or (2) any
           voting commitment that could limit or interfere with
           the nominee's ability to comply, if elected as a
           director, with the nominee's fiduciary duties under
           applicable law;

        -- is not and will not become a party to any agreement,
           arrangement or understanding with any person or
           entity other than Grace with respect to any direct or
           indirect compensation, reimbursement or
           indemnification in connection with service or action
           as a director that has not been disclosed;

        -- will, if the Board of Directors requires, agree to
           purchase within 90 days if elected as a director a
           specified number of common shares and will not
           dispose of this specified number of common shares so
           long as the person is a director, and disclose
           whether any financial assistance was obtained for the
           purchase of said shares, along with certain
           information concerning any person who provided the
           financial assistance; and

        -- would be in compliance if elected as a director and
           will comply with all of our applicable corporate
           governance, conflict of interest, confidentiality and
           stock ownership and trading policies and guidelines.

Section 6.7 is revised to read that no repeal or modification of
the will in any way diminish or adversely affect the rights of
any director, officer, employee or agent of the Corporation in
respect of any acts, omissions, facts or circumstances occurring
or arising prior to any repeal or modification, in lieu of the
previous language which referred in relevant part to any
occurrence or matter arising prior to any repeal or modification.

A full-text copy of the Amended and Reinstated By-laws of Grace
is available for free at: http://ResearchArchives.com/t/s?39ff

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004. On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005. The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WHOLE FOODS: Moody's Confirms Corporate Family Rating at 'Ba3'
--------------------------------------------------------------
Moody's Investors Service confirmed Whole Foods Market, Inc.'s
corporate family and probability of default ratings at Ba3.  Other
ratings confirmed are detailed below.  The rating outlook is
negative.  The rating actions conclude the review for possible
downgrade which commenced on November 10, 2008.

The rating confirmation reflects Moody's expectation that
initiatives undertaken by the company will result in it
maintaining adequate flexibility for its current rating level.
Whole Foods has shown discipline in managing its operating
expenses in the current economic environment, with cost savings
evident in general and administrative expenses.  In addition, the
company is expected to incur lower expenses related to growth and
development activities for new stores, as well as significant
reduction in capital spending, which will result in improved cash
flow.  Additionally, the company's overall liquidity profile has
improved following the issuance of $425 million of preferred
shares in the fiscal quarter that ended January 18, 2009.

The negative rating outlook reflects Moody's concern that the
company's leverage, which is already weak for the rating, could
remain persistently elevated should negative trends in same store
sales continue for an extended period.  "While Whole Foods has
taken steps to reduce operating costs and improve customer's
perception of value, Moody's are concerned that the company could
be susceptible to consumers continuing to trade down in this
recessionary environment" said Moody's Senior Analyst Scott Tuhy.

These ratings were confirmed:

  -- Corporate Family Rating at Ba3

  -- Probability of Default rating at Ba3

-- $700 million Senior Secured Term Loan due in 2012 at Ba3
   (LGD 3, 46%)

Moody's last rating action on Whole Foods was on November 10, 2008
when the company's Corporate Family Rating was downgraded to Ba3
from Ba2 and placed on review for further possible downgrade.

Whole Food Markets, Inc., based in Austin, Texas is the world's
largest natural and organic food retailer.  The company currently
has 278 stores in the United States, Canada and the United Kingdom
and reported revenues near $8.0 billion for the LTM period ending
in January, 2009.


* More Than 8.3 Million U.S. Homes Have Negative Equity
-------------------------------------------------------
More than 8.3 million homes in the U.S. had more debt at the end
of the fourth quarter than they were worth, Blomberg's Bill
Rochelle said, citing a report from First American CoreLogic, a
Santa Ana, California-based seller of mortgage and
economic data.

If home prices fall another 5%, an additional 2.2 million
homeowners will be under water, the report added.  Almost a
quarter of U.S. households, according to the report, have negative
equity or near it.

Residential property values fell $2.4 trillion during 2008 based
on First American CoreLogic and LoanPerformance Home Price Index
Analytics.  First American CoreLogic said February 18 that:

    * In December, national housing prices fell 11.1% from a year
      ago. As of the end of 2008, the total value of residential
      properties was $19.1 trillion, down $2.4 trillion from $21.5
      trillion in December of 2007.

    * Home price declines have accelerated the last few months due
      to the rapid geographic diffusion. As of December 2008,
      more than 700 CBSAs or nearly three-quarters of all
      metropolitan markets were experiencing home price
      depreciation, up from 254 markets in December 2007 and 394
      markets in June 2008. The number of metropolitan markets
      experiencing price declines is by far the highest ever.


* BOOK REVIEW: Megamergers - Corporate America's
               Billion-Dollar Takeovers
------------------------------------------------
Author: Kenneth M. Davidson
Publisher: Beard Books
Hardcover: 427 pages
Listprice: $34.95
Review by Henry Berry

Megamergers are nothing new to the business world. One of the
first occurred in 1901, when Carnegie Steel merged with several
rival steel corporations, resulting in the billion-dollar United
States Steel. Since then, megamergers have been a part of American
business.  However, the author notes that megamergers have
historically "occurred sporadically and been understandable" on
face value.  By contrast, in recent decades there has been a
"current wave of large mergers [that] is unprecedented."

In Megamergers - Corporate America's Billion-Dollar Takeovers,
Davidson looks at the unprecedented number of megamergers
occurring today and considers whether this signals a change in the
thinking of U.S. business leaders.  Legislators, corporate
executives, mergers specialists, and anyone else involved in, or
affected by, megamergers will find this book enlightening.

An announcement of a merger is usually accompanied with the
pronouncements that it will result in greater synergies,
operational efficiencies, and improved servicing of markets.
Davidson questions whether this has, in fact, been the case. He
analyzes the subsequent financial performance of the corporate
behemoths produced by these megamergers and concludes that the
majority of them were not justifiable nor, ultimately, productive.

Davidson is an admitted skeptic about the value of mergers to the
overall economy and to employees, stockholders, and consumers.  He
is critical of the overly optimistic rationales prevalent in
today's business climate that lead many businesspersons into
mergers.  For the most part, though, he keeps his biases in check.
He rejects many of the common criticisms of mergers.  For example,
he finds unpersuasive the argument that mergers should be rejected
on the ground that they undermine market competitiveness. Nor,
does he say, is it worthwhile to revisit the ongoing debate over
whether "`risk arbitrageurs are good guys or bad guys."

The author states that his "first intention [is] to paint a
picture of what is happening [to] clarify the issues involved and
areas of dispute."  He offers a balanced examination of the
megamerger phenomenon, particularly as it pertains to the energy
and financial services industries.  He goes beyond seeing
megamergers only as phenomena of contemporary corporate culture,
and his analyses go beyond mere statistics. Megamergers have their
roots not only in business ambitions and current trends, but also
in human nature.  Recognizing this, the author also addresses the
psychology underlying megamergers.  As noted in the section "The
Acquisition Imperative," mergers present a temptation to the
decision-making executives of successful companies "look[ing]
beyond their product and consider[ing] the disposal of excess
profits."  Davidson explains why a merger appears to many
executives to be a better option than distributing profits to
shareholders, starting new businesses, or investing in securities.

The informed perspective Davidson offers in this book, first
published in 2003, is just as relevant today.  It is a book that
brings new wisdom to old ways of thinking about megamergers.

An attorney for the U. S. Federal Trade Commission for 25 years,
Kenneth M. Davidson has also been a corporate attorney and a
visiting law professor.



                            *********

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,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***