TCR_Public/090311.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 11, 2009, Vol. 13, No. 69

                            Headlines


511 DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
AF EVANS: U.S. Trustee Sets Creditors Meeting for April 6
AH&T INVESTMEST: Wants to Sell Primary Asset for $12 Million
ALCOA INC: Mulls Ways to Raise Cash, May Sell Stake
ALESCO FINANCIAL: Faces Delisting of Shares From NYSE

APEX SILVER: Expects Confirmed Plan to Take Effect March 24
APPALACHIAN OIL: Allowed to Use Cash Collateral; 451 Workers Paid
ARCH COAL: Moody's Gives Negative Outlook, Affirms 'Ba3' Rating
ARCH COAL: S&P Puts 'BB' Corporate Rating on Negative CreditWatch
ARVINMERITOR INC: Fitch Junks Issuer Default Rating from 'B-'

AWESOME ACQUISITION: Moody's Affirms 'B2' Corproate Family Rating
BAG 'N BAGGAGE: Court Holds Buyer in Contempt for Not Paying
BANK OF AMERICA: Fights Nationalization Rumors, Hits Citigroup
BERNARD L. MADOFF: May Plead Guilty of Fraud on Thursday
BRAND ENERGY: S&P Changes Recovery Rating; Keeps 'B' Issue Rating

BROWN SHOE: Cut by Moody's to 'B2' on Challenging Environment
BRUNO'S SUPERMARKETS: Files CBA Rejection Motion to Complete Sale
CARABEL EXPORT: Court OKs Auction; Continental is Lead Bidder
CARABEL EXPORT: US Trustee Appoints 5-Member Creditors Committee
CARE FOUNDATION: May Use NHI's Cash Collateral on Interim Basis

CASELLA WASTE: Moody's Downgrades Corporate Family Rating to 'B2'
CITIGROUP INC: Government Mulls Steps to Stabilize Bank
CLEAR CHANNEL: Headed For Restructuring, Says Moody's; Now Caa3
CLEARWIRE CORP: William Morrow to Replace Benjamin Wolff as CEO
CHANGING WORLD: Weil Gotshal Has $830,000 Claim for Failed IPO

CHARYS HOLDING: Court Declines to Stay Ch. 11 Plan Pending Appeal
CONGOLEUM CORP: Hopes to Confirm Plan by Yearend or Early 2010
CONGOLEUM CORP: Obtains Covenant Relief From Lender
DELPHI CORP: Packard Unit to Lay Off 200 Workers in Warren, Ohio
DELPHI CORP: Releases Full Year/4th Qtr. 2008 Financial Results

DELPHI CORP: Retiree Groups Challenge Termination of OPEB
DELPHI CORP: Seeks to Amend JPMorgan L/C Reimbursement Agreement
ECLIPSE AVIATION: New Eclipse & Eclipse to Submit Competing Bids
EDUCATIONAL RESOURCES: Make and Hold Lenders' Claims Due April 10
EMPACT MEDICAL: Involuntary Chapter 11 Case Summary

EZEQUIEL ALCALA: Section 341(a) Meeting Slated for April 7
FIRST AMERICANS: Accounts at Five Points Bank Frozen
FIRST DATA: S&P Downgrades Corporate Credit Rating to 'B'
FLEETWOOD ENTERPRISES: Files for Chapter 11, Closes Travel Trailer
FLEETWOOD ENTERPRISES: Case Summary & 20 Largest Unsec. Creditors

FLYING J: Has $10 Million Loan for Pipeline Operations
FOAMEX INT'L: Creditors Committee Wants Documents Produced
FOAMEX INT'L: Section 341 Meeting Scheduled for April 2, 2009
FRIEDMAN'S INC: Solicits Unsecured Creditors' Votes for Plan
FRONTIER AIRLINES: Dallas Airport, et al., Defend Claims

FRONTIER AIRLINES: Rejects Deals With Sprint Solutions & Qwest
FRONTIER AIRLINES: Salient Terms of $40MM Republic Airways Loan
FULL HOUSE: Case Summary & Seven Largest Unsecured Creditors
G.I. JOE'S: Receives Interim Approval to Access DIP Financing
G.I. JOE'S: Acting U.S. Trustee Sets 341(a) Meeting for April 16

GENERAL GROWTH: Running on Fumes on Forbearances; Fitch Dumps IDR
GREEN VALLEY: Voluntary Chapter 11 Case Summary
GREENBRIER COS: S&P Downgrades Corporate Credit Rating to 'B-'
HARRAH'S ENTERTAINMENT: Makes Tender Offer for $2.8-Bil. Notes
ILX RESORTS: Receives Delisting Notification From NYSE

ISOLAGEN INC: To Run Out of Cash in 3 Weeks; Bankruptcy an Option
JAMIE VERGARA: Case Summary & 20 Largest Unsecured Creditors
JAY HOSTETTER: U.S. Trustee Sets Creditors Meeting for March 23
JOSEPH DIEKEMPER: Wife Sentenced to Two Years of Probation
KERYX BIOPHARMACEUTICALS: To Appeal Nasdaq Delisting Notice

L.A. SPAS: Lenders to Auction Pledged Stock on March 24
LEEWARD OPERATORS: Involuntary Chapter 11 Case Summary
LEHMAN BROTHERS: Balks at Examiner-JPMorgan Info Sharing Deal
LEHMAN BROTHERS: CES Aviation Sells Sikorsky S-76C+ Helicopter
LEHMAN BROTHERS: Court OKs Jones Day Firm's as Special Counsel

LEHMAN BROTHERS: Court Permits LBI Trustee to Return Funds
LEHMAN BROTHERS: Examiner Can Hire Duff & Phelps Fin'l Advisors
LEHMAN BROTHERS: LCPI Seeks to Bar iStar From Amending Loan Terms
LEHMAN BROTHERS: Names William Fox as Chief Financial Officer
LEHMAN BROTHERS: Seeks Approval of LCPI Deal with Metlife

LEHMAN BROTHERS: Seeks Authority to Hire Huron as Tax Consultants
LEHMAN BROTHERS: Swiss Liquidators Take Lead Role for Unit
LYONDELL CHEMICAL: Taps Carlton, Halleland as Special Counsel
LYONDELL CHEMICAL: Taps Kelley Drye as Counsel on Insurance
LYONDELL CHEMICAL: Panel May Retain Brown Rudnick as Counsel

LYONDELL CHEMICAL: Panel May Retain Mesirow as Financial Advisors
LYONDELL CHEMICAL: PJ Solomon May be Panel's Investment Bankers
MANASSEH BUILDING: Case Summary & 10 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: May Borrow $13.3 Million from Affiliate
MAGNA ENTERTAINMENT: Receives Notice Of Delisting From Nasdaq

MAGNA ENTERTAINMENT: Taps AlixPartners as Restructuring Advisors
MAGNA ENTERTAINMENT: Wants to Hire KCC as Claims & Noticing Agent
MASONITE INT'L: Presents Projections; Negotiating Chapter 11 Plan
MASONITE INT'L: Reports 19.8% Decline in 2008 Sales
MEADOWBROOK FARMS: Will File for Chapter 7 Bankruptcy Protection

MERCEDES HOMES: Gets Court Nod to Access Cash Collateral
MERISANT WORLDWIDE: Proposes 2009 Employee Incentive Plan
MI DEVELOPMENTS: Moody's Reviews Senior Debentures on Magna Filing
MICRON TECHNOLOGY: S&P Pares Rating on $1.3 Bil. Notes to 'B-'
MILACRON INC: Files for Bankruptcy, to Sell Biz to Investors

MILACRON INC: Case Summary & 35 Largest Unsecured Creditors
MME LLC: U.S. Trustee Sets Section 341(a) Meeting for April 9
MONACO COACH: Negotiates with Lenders on Use of Cash Collateral
NAILITE INT'L: Auction Sale of All Assets Scheduled for April 8
PACIFIC ENERGY: Owes $452 Million to Secured Creditors

PACIFIC ENERGY: Can Access $9.5 Million DIP Facility on Interim
PARTY CITY: Section 341(a) Meeting Slated for April 7 in Calif.
PHILADELPHIA NEWSPAPERS: Gets Court OK to Spend Up to $1.15MM
PLANET ORGANIC: In Talks With Lenders for Covenant Relief
PORT BARRE: S&P Downgrades Rating on $185 Mil. Facilities to 'B'

QUEBECOR WORLD: Plan Filing Period Extended Until Month-end
QUEBECOR WORLD: Sued by Former Affiliate Over Name Use
REC PLANTATION: Fitch Affirms Ratings on 2016 Floating-Rate Notes
ROBBINS BROS: Wants to Hire William Blair as Investment Banker
SIRIUS XM: Posts $248.5 Million Net Loss in Fourth Quarter 2008

SPANSION INC: Can Use Lenders' Cash Collateral Until March 29
SPANSION INC: Court Approves Protocol to Limit Securities Trading
SPANSION INC: Gets Court OK to Hire Epiq as Claims & Notice Agent
SPANSION INC: Hires Sitrick as Communications Consultants
SPANSION INC: Receives Delisting Notice From NASDAQ

ST. LOUIS INDUSTRIAL:  Moody's Downgrades Ratings on 2009A Bonds
ST MARY'S HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
SUNSET AVIATION: Files Chapter 7 Liquidation in Delaware
SYNCORA GUARANTEE: Moody's Downgrades Insurance Rating to 'Ca'
TAPIA DAIRY: Voluntary Chapter 11 Case Summary

TARGUS GROUP: Moody's Keeps 'Caa1' Rating; Gives Negative Outlook
TARGUS GROUP: S&P Withdraws 'CCC+' Corporate Credit Rating
TELEPLUS WORLD: Section 341(a) Meeting Set For April 13
TNS INC: Moody's Affirms Corporate Family Rating at 'B1'
TRUMP ENTERTAINMENT: Court Sets May 28 as General Claims Bar Date

TRUMP ENTERTAINMENT: TCI Files Schedules of Assets & Liabilities
TUSCANY HEIGHTS: Case Summary & 12 Largest Unsecured Creditors
VERASUN ENERGY: Plan Filing Period Extended Until May 31
VERASUN ENERGY: To Assume and Assign 1,500 Contracts to Buyer
VINCENT PITTS: Section 341(a) Meeting Set for March 31

VISKASE COS: S&P Raises Corporate Credit Rating to 'CCC+'
VISTEON CORPORATION: Fitch Downgrades Issuer Default Rating to 'C'
W.R. GRACE: Court Approves Disclosure Statement
YELLOWSTONE CLUB: Court OKs Auction; Lender Moves Plan Deadline
YELLOWSTONE CLUB: Court OKs CrossHarbor as Stalking Horse Bidder

* NewOak Capital Names Edward Napoli as Managing Director

* Upcoming Meetings, Conferences and Seminars


                            *********


511 DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 511 Development Corp
        1020 Manhattan Beach Blvd., Ste. 102
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 09-15196

Type of Business: The Debtor engages in custom home development.

Chapter 11 Petition Date: March 9, 2009

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  1001 Sixth Street, Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
KLM Engineering                                  $97,873
Contractors
416 Monterey Blvd.
Hemosa Beach, CA 90254

Law Offices of Patricia Painter                  $61,452
1874 S. Pacific Coast
Highway, No. 703
Redondo Beach, CA 90277

LR Cabinets                                      $53,361
405 W. Walnut St.
Gardena, CA 90248

Ferguson Enterprises                             $50,913

De Light Ville                                   $48,050

B&M Mobile                                       $46,838

G-Mac Electric                                   $41,962

Warren Lee Company                               $40,500

Baker Burton & Lundy                             $33,311

Lou Mascola Landscape                            $25,671

A-Z Carpentry/Alex Rodriguez                     $18,500

California Reflections                           $17,189

Accurate Fabrication/Charles                     $15,250
Adamson

Carpet Pros.                                     $14,200

MCM Construction & Design Company                $12,600

Magic Plumbing                                   $12,000

Brite Carpet, Tile & Stone Care                  $10,500

Residential Elevators                            $9,050

Custom Heating & Air                             $8,650

A&D Plastering                                   $8,100

The petition was signed by Robert Michael Davis, president and
director of the company.


AF EVANS: U.S. Trustee Sets Creditors Meeting for April 6
---------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in A.F. Evans Company, Inc.'s Chapter 11 case on April 6, 2009, at
11:30 a.m., at the Office of the U.S. Trustee, 1301 Clay St., Room
680N, Oakland, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Oakland, California, A.F. Evans Company, Inc. --
http://www.afevans.com/-- is a property developer.  The Debtor
filed for Chapter 11 protection on March 5, 2009, (Bank. N.D.
Calif. Case No.: 09-41727) Eric A. Nyberg, Esq. at Kornfield,
Nyberg, Bendes and Kuhner represents the Debtor in its
restructuring efforts.  The Debtor estimated assets of less than
$50,000 and estimated debts of $100 million to $500 million.


AH&T INVESTMEST: Wants to Sell Primary Asset for $12 Million
------------------------------------------------------------
AH&T Investments, LC, asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to approve the sale of its 62.33-
acres of real estate located in South Hampton and Shippensburg,
Pennsylvania, which is its primary asset.

The Debtor tells the Court that it entered into a certain Contract
of Sale on 9, 2008, for the sale of the property to Todd E.
Mummert, Paul S. Bawice and Thomas Liott for the purchase price of
$12,000,000.  Sale will be made free and clear of all liens and
interests, with said liens attaching to the proceeds of sale.

The property is subject to these liens:

  a) Tax lien in favor of Cumberland County in the approximate
     amount of $157,893;

  b) A first deed of trust lien in favor of BB&T Bank in the
     approximate amount of $3,895,468; and

  c) A second deed of trust lien in favor of BB&T Bank in the
     approximate amount of $1,268,425.

The Debtor tells the Court the sale price exceeds the total value
of all liens.

AH&T Investments, LLC is an investment company in Haymarket,
Virginia.  The company filed for Chapter 11 relief of December 23,
2008 (Bankr. E.D. Virginia Case No. 08-18034).  David R. Young,
Jr., Esq., represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed assets of
between $10 million and $50 million, and debts of between
$1 million and $10 million.


ALCOA INC: Mulls Ways to Raise Cash, May Sell Stake
---------------------------------------------------
Robert Guy Matthews and Anjali Cordeiro at The Wall Street Journal
reports that Alcoa Inc. CEO Klaus Kleinfeld said Tuesday that he
would look at all options to raise cash for the Company to survive
the current downturn.

"It would be absolutely wise to look at all cash-generating
opportunities.  It would be foolish to leave any of these things
out," WSJ quoted Mr. Kleinfeld as saying.

The measures, says WSJ, could include selling a stake to another
company.  According to the report, Mr. Kleinfeld didn't say that
Alcoa had plans to sell a stake and has declined to name
prospective partners.

WSJ relates that Alcoa, which enjoyed the benefits of a boom in
the commodity price cycle for years, has been laid low by a sharp
drop in the price of aluminum.  WSJ states that Alcoa has recently
disclosed asset sales, salary freezes, a 15% cut in its work
force, and a 50% reduction in capital spending, which according to
Mr. Kleinfeld helped preserve cash and leave the firm "well
protected" against an extended downturn.

According to WSJ, investors remain wary, and Alcoa shares have
dropped more than 80% in over six months to $6.12 on Tuesday. In

Alcoa would try to balance its responsibility to shareholders with
its need to conserve cash, WSJ says, citing Mr. Kleinfeld.  The
report quoted him as saying, "I would neither buy back debt nor
shares at this time."

Mr. Kleinfeld said that Alcoa wouldn't rule out cutting its
dividend if necessary to preserve an adequate cushion of cash, WSJ
states.

Alcoa Inc. -- http://www.alcoa.com/-- is the world leader in the
production and management of primary aluminum, fabricated aluminum
and alumina combined.  Alcoa serves the aerospace, automotive,
packaging, building and construction, commercial transportation
and industrial markets, bringing design, engineering, production
and other capabilities of Alcoa's businesses to customers.  In
addition to aluminum products and components including flat-rolled
products, hard alloy extrusions, and forgings, Alcoa also markets
Alcoa(R) wheels, fastening systems, precision and investment
castings, and building systems.  The company operates in 34
countries and has been named one of the top most sustainable
corporations in the world at the World Economic Forum in Davos,
Switzerland.

As of September 30, 2008, Alcoa had $39.0 billion in total assets
and $21.2 billion in total liabilities.

As reported by the Troubled Company Reporter on February 17, 2009,
Moody's Investors Service downgraded Alcoa Inc's senior unsecured
ratings to Baa3 from Baa1, its short-term rating to Prime-3 from
Prime-2, its rating on its shelf registration for senior unsecured
debt to (P)Baa3 from (P)Baa1 and its preferred stock rating to Ba2
from Baa3.  At the same time Moody's downgraded Alcoa Trust 1's
shelf registration rating for preferred stock to (P)Ba1 from
(P)Baa2.  The rating outlook is stable.


ALESCO FINANCIAL: Faces Delisting of Shares From NYSE
-----------------------------------------------------
Alesco Financial Inc. disclosed that on October 10, 2008, it was
notified by the New York Stock Exchange that it was not in
compliance with an NYSE continued listing standard applicable to
its common stock.  The standard requires that the average closing
price of any listed security not fall below $1.00 per share for
any consecutive 30 trading-day period.

On October 15, 2008, the company notified the NYSE of its intent
to cure this deficiency.  Under the NYSE rules, the company has
six months from the date of the NYSE notice to comply with the
NYSE minimum share price standard.  If it is not compliant by that
date, its common stock will be subject to suspension and delisting
by the NYSE.

After exploring different alternatives for curing the deficiency
and restoring compliance with the continued listing standards,
Alesco currently expects to effectuate a 1 for 10 reverse split of
its common stock.  Its common stock remains listed on the NYSE
under the symbol "AFN."  The NYSE's continued listing standards
also require that its average market capitalization be at least
$25 million over any 30 consecutive trading day period and that it
maintains its REIT status.

The company also said that on February 26, 2009, the NYSE
submitted to the Securities and Exchange Commission an immediately
effective rule filing which suspends the NYSE's $1 minimum price
requirement on a temporary basis, initially through June 30, 2009.
The NYSE filing also extends until the same date the NYSE's
current easing of the average global market capitalization
standard from $25 million to $15 million.

In addition to being delisted due to the company's failure to
comply with any of these continued listing standards, the company
will also likely be delisted if it fails to meet any of the NYSE's
other listing standards.

Last week, Alesco announced financial results for the three-months
and 12-months ended December 31, 2008.  Alesco reported a GAAP net
loss for the three-months ended December 31, 2008 of $212.5
million as compared to a net loss of $729.3 million for the three-
months ended December 31, 2007.  Alesco's net loss for the three-
month period ended December 31, 2008, included a loss of $137.4
million due to interest rate hedging activities, net of minority
interest, and an impairment charge of $101.0 million on leveraged
loans included in an on-balance sheet warehouse credit facility,
partially offset by a gain of $14.1 million due to the repurchase
and retirement of a portion of the company's convertible debt.

The company reported a GAAP net loss for the 12-months ended
December 31, 2008 of $144.7 million as compared to a net loss of
$1.3 billion for the 12-months ended December 31, 2007.  The
company's net loss for the 12-month period ended December 31, 2008
included a loss of $197.1 million due to interest rate hedging
activities, net of minority interest, including charges of $48.6
million due to the reclassification into the income statement of
MBS related cash-flow hedging losses that were previously included
in accumulated other comprehensive loss, partially offset by a
gain of $58.0 million due to the repurchase and retirement of a
portion of the Company's convertible debt.

As of December 31, 2008, Alesco's consolidated financial
statements include $86.0 million of available, unrestricted cash
and cash equivalents.  Management has evaluated the company's
current and forecasted liquidity and continues to monitor evolving
market conditions.  Future investment alternatives and operating
activities will continue to be evaluated against anticipated
current and longer term liquidity demands.  The realized tax
losses that Alesco has experienced during 2008, including those
resulting from the failure of IndyMac Bancorp and losses on MBS in
our Kleros Real Estate portfolio eliminated Alesco's taxable
income for the year ending December 31, 2008.  Management will
continue to consider projections regarding Alesco's taxable income
and liquidity position and decisions regarding future dividends
are subject to the review and approval of its board of directors.

                      Common Stock Repurchase

During the three-month and 12-month period ended December 31,
2008, Alesco repurchased 112,800 and 742,396 shares of common
stock for $100,000 and $700,000, at a weighted-average price of
$1.02 and $1.00 per share, respectively.

                         Merger Agreement

On February 20, 2009, Aleso and Cohen Brothers, LLC -- which does
business as Cohen & Company -- entered into a definitive merger
agreement.  Alesco's Board of Directors and Cohen & Company's
Board of Managers each unanimously approved the transaction.
Cohen & Company will merge with a subsidiary of Alesco and will
survive the merger as a subsidiary of Alesco.

In the merger, members of Cohen & Company will have the option to
exchange each of their membership units in Cohen & Company for
either 0.57372 shares of Alesco common stock, or 0.57372
replacement units of membership interest in Cohen & Company which
may be exchanged into shares of Alesco in the future.  Holders of
common stock of Alesco will continue to hold their shares of
Alesco.

Subsequent to the merger, Alesco will continue to be a publicly
traded entity and is expected to operate as a C-Corp for tax
purposes.  Pursuant to the merger agreement, Alesco will complete
a 1 for 10 reverse split of its common stock.  It is currently
expected that former shareholders of Alesco will own 62.4% of the
shares of Alesco's common stock immediately after the merger and
former unit holders of Cohen & Company will hold the balance;
however, the actual percentages will not be known until members of
Cohen & Company have made their elections to receive either Alesco
common stock or replacement units of Cohen & Company.  If all
Cohen & Company membership interests were to be converted into
Alesco shares in the future, current Alesco shareholders would own
38.5%, and former Cohen & Company members would own 61.5%, of the
combined company.  Cohen & Company will be treated as the acquirer
for accounting purposes.

The transaction, which is expected to close during the second half
of 2009, is subject to a number of closing conditions, including
the receipt of third party consents and other conditions set forth
in the definitive merger agreement.  In addition, the transaction
is subject to approval by the affirmative vote of a majority of
the votes cast by holders of Alesco common stock, provided that
the number of votes cast on the matter is over 50% of the votes
entitled to be cast on the proposal.  A meeting of Alesco
stockholders to consider and vote on the transaction is expected
to be held in the second half of 2009.

                      About Alesco Financial

Alesco Financial Inc. -- http://www.alescofinancial.com/-- is a
specialty finance REIT headquartered in Philadelphia,
Pennsylvania.  Alesco is externally managed by Cohen & Company
Management, LLC, a subsidiary of Cohen & Company, an alternative
investment management firm, which, since 2001, has provided
financing to small and mid-sized companies in financial services,
real estate and other sectors.


APEX SILVER: Expects Confirmed Plan to Take Effect March 24
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York on March 4, 2009, entered an order confirming Apex Silver
Mines Limited's Joint Plan of Reorganization.

The Company expects the Plan to be effective on or about March 24,
2009 when a series of transactions contemplated by the Plan,
including the sale of the San Cristobal mine, are completed.

Pursuant to the Plan, the Company will sell to Sumitomo
Corporation the Company's remaining direct and indirect interests
in the San Cristobal mine, including its 65% interest in Minera
San Cristobal, for a cash purchase price of $27.5 million, plus
$2.5 million in expense reimbursements and the assumption of
certain liabilities, pursuant to the Purchase and Sale Agreement
dated January 12, 2009, among ASMC, certain other wholly owned
subsidiaries of the Company, Sumitomo and one of Sumitomo's wholly
owned subsidiaries.  In addition, under the terms of the Purchase
Agreement and the Plan, the Company will be released from
liabilities associated with the San Cristobal mine, including its
guarantee of San Cristobal's indebtedness.

The Company presently anticipates that the Purchase Agreement will
be consummated on or about March 24, 2009 in conjunction with, and
as a condition to, the Company's emergence from bankruptcy
pursuant to the Plan.

As a condition to the closing of the Purchase Agreement, ASMC will
enter into a Management Services Agreement with Sumitomo under
which it will provide certain management services to the San
Cristobal mine following consummation of the Purchase Agreement
and emergence from Chapter 11 proceedings.  ASMC will receive an
annual fee of approximately $6.0 million, and a potential annual
incentive fee of $1.5 million. The Management Agreement will have
an initial term of twelve months and thereafter may be terminated
by the Company with twelve months prior notice or by Sumitomo with
six months prior notice.  If terminated by Sumitomo, ASMC will be
entitled to a $1.0 million termination fee.

Under the Plan, Golden Minerals Company, a new Delaware
corporation, will hold the Company's assets upon emergence, and
the Company will be liquidated in accordance with Cayman Islands
law.  The current equity holders of the Company will receive no
recovery under the Plan and the ordinary shares of Apex Silver
Mines Limited will be cancelled through the liquidation process.

Under the Plan holders of the Company's outstanding $290 million
of 4.0% and 2.875% Convertible Senior Subordinated Notes due 2024
will be entitled to receive a pro rata distribution of (i) common
stock of Golden Minerals Company, and (ii) approximately $45
million in cash plus any other cash or cash equivalents held by
the Company in excess of $15 million (plus a reserve for certain
projected reorganization expenses), and the Subordinated Notes
will be cancelled.  Other unsecured creditors will receive cash
payments for their claims, up to a maximum recovery of $10,000 per
claim, or a pro rata distribution of common stock of Golden
Minerals Company.  Approximately three million shares of common
stock of Golden Minerals Company will be issued to holders of the
Subordinated Notes and other unsecured creditors under the Plan.

In addition to managing the San Cristobal mine, the business
strategy of Golden Minerals Company will focus on the advancement
of exploration activities on certain properties within a broad
portfolio of 45 exploration properties in South America and
Mexico.  Two of these properties are in intermediate to advanced
stages of exploration: the El Quevar silver project in Argentina
and the Zacatecas silver and base metals project in Mexico.

Golden Minerals Company will also seek to leverage the experience
and skills of the management team by performing mine services,
including feasibility studies and project development strategies;
engineering, construction and procurement management;
environmental permitting and corporate social responsibility
support; technical support; and operations management. In
addition, Golden Minerals Company will actively pursue growth
through strategic opportunities, including acquisitions, joint
ventures and asset consolidations that can bring synergy to
existing assets and leverage the strengths of the management team.

The common stock of Golden Minerals Company is expected to
commence trading over-the-counter when the Plan becomes effective
following the Company's emergence from bankruptcy. The Company
expects that Golden Minerals Company will pursue a listing on a
U.S. national securities exchange and the Toronto Stock Exchange.

Golden Minerals Company will be the successor to the Company for
purposes of reporting under the U.S. securities laws.

                    About Apex Silver Mines

Headquartered in Denver, Colorado, Apex Silver Mines Limited --
http://www.apexsilver.com-- explores and develops silver and
other mineral properties in Central and South America.  The
Company is based in George Town, Cayman Islands.  The Company and
its affiliate, Apex Silver Mines Corporation, filed for Chapter 11
protection on January 12, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-10182).  James L. Bromley, Esq., and Sean A. O'Neal, Esq., at
Cleary Gottlieb Steen & Hamilton LLP, represent the Debtors in
their restructuring efforts.  The proposed Davis Graham & Stubbs
LLP as special purpose counsel; Jefferies & Co, Inc. as financial
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $500 million to $1 billion each.


APPALACHIAN OIL: Allowed to Use Cash Collateral; 451 Workers Paid
-----------------------------------------------------------------
NET News Service reports that the Hon. Marcia Parsons of the U.S.
Bankruptcy Court for the Eastern District of Tennessee has allowed
Appalachian Oil Co. to use cash collateral to pay workers, overdue
health insurance premiums, and utility deposits.

According to NET News, Appalachian Oil paid its 451 workers on
Monday.

NET News relates that a creditor has asked during a meeting of
unsecured creditors where Appalachian Oil's money went during a
and how Appalachian Oil went from profitability to bankruptcy
within 16 months after being acquired by Titan Global Holdings.

NET News states that Titan Global CEO Bryan Chance assured U.S.
Trustee Patricia Foster that he and his team are near at securing
"debtor in possession" financing so that Appalachian Oil can
reorganize and put gas and products back into its 58 stores.  Ms.
Foster, according to the report, has asked whether Titan Global
was considering selling the stores if the DIP financing didn't
come through.  The report quoted Mr. Chance, "We would entertain
that, but I don't think given the financial climate that we're in
it would achieve the desired outcome for Greystone Business Credit
or the unsecured creditors."  Mr. Chance implied that a sale might
not bring enough cash to pay off Appalachian Oil's debts, the
report says.

According to NET News, Mr. Chance blamed Appalachian Oil's
collapse mostly on the rapid decline in oil prices last year and
how that affected the Company's relationship with Greystone
Business Credit, which has a $11 million secured claim against the
Company.  Greystone Business collected $2.8 million in fees and
another $1.7 million in interest from Appalachian Oil revenues,
along with principal payments, the report states, citing Mr.
Chance.

Mr. Chance, NET News relates, said that much of the collateral for
Appalachian Oil's loan with Greystone Business was based on the
value of the Company's gasoline holdings, which has dropped along
with gas prices.  Greystone Business started holding part of
Appalachian Oil receipts in a "lock box" rather than returning
them to the Company, leaving the Company with one-third less cash
than it should have had, NET News says, citing Mr. Chance.  The
report states that Appalachian Oil then started having trouble
paying its bills, securing gas, and providing fuel to 160
independent convenience stores.  The company, according to the
report:

     -- revoked its contracts with the independents in December
        2008,

     -- ran out of gas in its own stores in January 2009, and

     -- hasn't added any new products inside the stores.

Citing Mr. Chance, NET News states that prospective suppliers of
these goods have become more interested in helping Appalachian Oil
after learning about Greystone Business' role in the company's
financial struggles.  The report quoted Mr. Chance as saying,
"After they understand that Appalachian Oil was at its core a
profitable company ... and understand the fees and interest and
other problems we'd had with our senior lender, they wanted to
help."

Mr. Foster, according to NET News, asked Mr. Chance about more
than $3.5 million in transfer payments from Appalachian Oil to
Titan Global that were made between February 2008 and February 1,
2009.  Those payments were necessary because while the Company
under former owner James MacLean was a private company, Titan
Global is a public company with public filings, auditing,
financial analysis, and other expenses, the report says, citing
Mr. Chance.  The report quoted Mr. Chance as saying, "These
expenses simply relate to the parent company."

Judge Parsons will hold a final hearing on April 7 on the use of
cash collateral, NET News reports.  Mr. Chance expects that Titan
Global would have DIP financing long before the hearing, according
to NET News.

NET News relates that Mr. Chance said that he hopes for a hearing
allowing a DIP agreement by Friday.  The stores are on reduced
hours, bringing in $20,000 or so a day in total deposits, "and
it's diminishing each day," the report quoted Mr. Chance as
saying.

                    About Appalachian Oil

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

As reported by the Troubled Company Reporter on February 12, 2009,
Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on February
9, 2009.  The Company's creditors with the biggest unsecured
claims are BP Plc's Amoco/BP, owed $2.41 million, and fuel
distributor Crescent Oil Co., owed $1.64 million.


ARCH COAL: Moody's Gives Negative Outlook, Affirms 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service lowered Arch Coal, Inc.'s outlook to
negative and affirmed its Ba3 Corporate Family Rating and B1
(LGD4, 63%) senior unsecured rating.  These actions follow Arch's
announcement that it has agreed to acquire the Jacob's Ranch mine
in the Powder River Basin from Rio Tinto.

The lowering of the outlook reflects the potential strain on
Arch's liquidity as it currently anticipates financing the $761
million purchase price with a combination of internally generated
cash flow from operations, borrowings under its $800 million
revolving credit facility, and possibly other debt instruments.
Absent a new debt issue, the acquisition will significantly strain
Arch's liquidity as the company does not have committed bank
financing in place to fund this transaction at this time and
revolver availability alone is insufficient.  At December 31,
2008, Arch had approximately $595 million of availability under
its revolver and approximately $71 million of cash.  Moody's
anticipate that Arch will have limited free cash flow generation
in the first half of 2009 and will most likely need to arrange new
financing to bridge the funding gap at a time when access to
financing is challenging.  If the transaction goes ahead without a
significant portion of the acquisition cost being financed from
new financing sources, the potential strain on Arch's liquidity
could lead to a downgrade of the CFR.  If the acquisition is
financed from new sources that leave the company with solid
liquidity, the outlook would likely be restored to stable.

Notwithstanding the financing and liquidity risk, Arch, with this
acquisition, will benefit from a very high contracted level of
sales from Jacobs Ranch and its own future production and a
significant, low-cost presence in the PRB.  Arch estimates that it
would derive incremental full year pro forma EBITDA of
approximately $145 million to $165 million from Jacob's Ranch in
2009.  Also, with approximately 42 million tons of additional
annual production from a mine that borders Arch's Black Thunder
mine, the transaction will offer opportunities for synergies.
Jacobs Ranch however, has a relatively short reserve life of
approximately 9 years, highlighting the importance of successfully
bidding on future PRB leases.  Approximately 100% of Jacobs
Ranch's projected 2009 production is under contract, as well as
more than 75% in 2010 and approximately 50% in 2011.  On a
combined basis, Arch will have approximately 90% of production
contracted for 2009, 60% contracted for 2010 and 30% contracted
for 2011.

Arch's Ba3 corporate family rating reflects the high ongoing
capex, including cash expenditures needed to acquire reserves in
the PRB, and the resultant negative free cash flow, its elevated
leverage following the acquisition, and the considerable
dependence on one mining complex, Black Thunder, which will have
more concentrated operations following the transaction.  The
rating also considers the inherent volatility in coal prices and
the embedded geological and operational risks of coal mining.  The
rating favorably reflects Arch's large reserves and production
base, relatively stable operating profile, its significant size
and scale, its low-cost surface mining operations in the PRB, and
a diversified customer base.

Outlook Actions:

Issuer: Arch Coal, Inc.

  -- Outlook, Changed To Negative From Stable

Issuer: Arch Western Finance LLC

  -- Outlook, Changed To Negative From Stable

Moody's last rating action on Arch was to affirm its Ba3 rating in
August 2005.

Headquartered in St. Louis, Missouri, Arch Coal, Inc. is one of
the largest coal companies in the U.S. and had revenues of
approximately $3.0 billion in 2008.


ARCH COAL: S&P Puts 'BB' Corporate Rating on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on St. Louis-based Arch Coal Inc., including its 'BB' corporate
credit rating, on CreditWatch with negative implications.  The
placement follows Arch's announcement that it has agreed to
purchase Rio Tinto PLC's Jacobs Ranch mine in the Powder River
Basin of Wyoming for $761 million.  Arch currently anticipates
financing this transaction with a combination of internally
generated cash flow from operations, borrowings under the
company's $800 million revolving credit facility, and possibly
other debt securities.

Based on its initial analysis, S&P has determined that if the
acquisition closes as currently proposed, and market conditions
remain in line with S&P's expectations, S&P would lower the
corporate credit rating on Arch to 'BB-' from 'BB' and the outlook
would be stable.

"The one notch downgrade would reflect our assessment that S&P
consider the company's willingness to fund a large acquisition
with debt to be aggressive in light of the uncertain global
operating environment and currently unsettled credit markets,"
said Standard & Poor's credit analyst Maurice Austin.  This is
important because Arch's credit profile has only recently reached
the level consistent with its 'BB' rating, and this acquisition
would weaken the company's credit measures.

Standard & Poor's will monitor the progress that the parties make
toward closing the transaction, including regulatory approvals,
and assess any potential changes to the proposed capital structure
and operating environment that could affect the ratings.


ARVINMERITOR INC: Fitch Junks Issuer Default Rating from 'B-'
-------------------------------------------------------------
Fitch Ratings has downgraded ArvinMeritor's Issuer Default Rating
and outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';
  -- Senior secured bank facility to 'B/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'CC/RR5' from 'B-/RR4'.

The ratings remain on Rating Watch Negative pending resolution of
potential federal government aid to General Motors and the
associated impact on industry production.  The Watch Negative is
also based on ARM's eroding margins, persistent negative cash
flows, the potential need for covenant relief in mid-2009 and
related liquidity concerns.  The downgrades affect approximately
$1.7 billion of debt.

Fitch expects that ARM could violate its covenants for the quarter
ending June 30, 2009, due to the likelihood of deteriorating
profits and the probable need for increased drawings on the credit
facility.  The credit agreement calls for the secured leverage
ratio to be no greater than 2.5 times (x) through March 31, 2009,
but it tightens to 2.0x after that date.  To date, lending groups
have worked with auto suppliers to provide covenant relief during
the downturn, but the potential need for additional capital at ARM
and tight collateral coverage, rather than simply covenant relief,
provides a more significant hurdle.  Fitch notes that the U.S.
accounts receivable securitization facility contains financial
covenants equivalent to those of the credit agreement,
exacerbating concerns about ARM's ability to retain existing
capital access.

The downgrade of ARM's IDR is also based on the severe weakening
of commercial truck demand in Europe occurring in 2009,
expectations of continued weakness in already-weak commercial
vehicle U.S. demand from depressed 2008 levels, and financial
stress among ARM's customers in this segment.  ARM receives
approximately two-thirds of its revenue from its commercial
vehicle systems group.  In addition, ARM's light vehicle systems
segment is expected to experience operating losses in 2009 due to
severe production cutbacks in the U.S. and a steep decline in
global production.  Given the current market environment, ARM is
unable to divest its light-vehicle systems operations at this
time; this segment is expected to produce operating losses and a
deteriorating competitive position through 2009, given the low
margins in the business and the sharp drop in near-term global
production.  Fitch believes that the light-vehicle systems group
will exacerbate balance sheet and liquidity deterioration in 2009.

Weakness across global end markets over the next twelve months
indicates that ARM is expected to remain cash flow negative over
this period and that leverage will increase.  In the CVS segment,
the economic slowdown in the U.S. will hurt Class 8 volumes, and
the impact of any pre-buy ahead of new emissions standards in 2010
may be muted.  Deteriorating economic conditions in Europe could
offset underlying operating improvement that has enhanced recent
margin performance.  Although the U.S. truck market is coming off
a deep downturn in orders, weakening global economic conditions, a
stressed customer base and limited fleet financing availability
will continue to hamper any rebound in demand.  These factors are
expected to more than offset ARM's efforts to reduce costs and
preserve cash.  Initiatives include headcount reductions, planned
decreases for capital expenditures in FY09 versus FY08, salary
reductions and the suspension of the dividend.

ARM's $664 million secured revolving credit facility is
collateralized by assets which include eligible US accounts
receivable, inventory, property, plant and equipment, intellectual
property and the company's investment in all or a portion of
certain wholly-owned subsidiaries.  As of Sept. 30, 2008 the
collateral was valued at $850 million.  However, the collateral
fell to $688 million as of Dec. 31, 2008.

ARM has two overseas facilities: the EUR125 million Swedish
accounts receivable securitization facility and the EUR125 million
French factoring facility.  Both facilities extend through October
2009.  Other liquidity needs for the company are met through the
U.S. accounts receivable facility which allows for the utilization
of up to $175 million; the facility expires in September 2009.
Additionally, the company has other uncommitted factoring
facilities in Europe.  ARM makes extensive use of these short-term
receivable securitization and factoring facilities.  At Dec. 31,
2008, ARM had $499 million outstanding under these facilities,
including $93 million (on-balance sheet) under a committed
facility in the U.S. and $406 million under committed and
uncommitted facilities in which are primarily in Europe (off-
balance sheet).  Of the European facilities, $320 million was
outstanding under $350 million of committed facilities, and
$86 million was outstanding under uncommitted lines.

Inability to renew these securitization facilities could force
extensive utilization of the company's revolving credit agreement
and materially affect the ARM's liquidity position.  Given the
state of the banking industry, capital markets and the automotive
industry it remains uncertain as to the availability of these
lines going forward.  Under ARM's U.S. facility at Dec. 31, 2008,
approximately $185 million in receivables were pledged as
collateral for $93 million in proceeds.

ARM's maturity schedule is modest until the bank agreement matures
in 2011, but it could further chip away at available liquidity if
the company does not return to positive cash flow in the near
term.  ARM's pension is moderately underfunded in dollar terms,
although asset deterioration in 2008 could require incremental
contributions over the next several years.

At the end of 1Q'09, ARM had $158 million of cash on the balance
sheet and $523 million available on its secured revolving credit
facility.  During 1Q'09, ARM had $77 million of unsecured notes
mature and Fitch believes the company funded the retirement of the
notes with additional drawing on its revolver.

The Recovery Ratings reflect Fitch's expectations under a scenario
in which distressed enterprise value is allocated to various debt
classes.  The secured lenders recovery rating remains RR1 which
indicates a 91-100% recovery based on collateral coverage of the
amount permitted to be drawn.  The unsecured notes are downgraded
from RR4 to RR5 indicating a recovery in the range of 11-30% in
the event of a default.  The RR was lowered for the unsecured
rating given the deterioration of the automotive environment and
significant devaluation of global automotive asset values.


AWESOME ACQUISITION: Moody's Affirms 'B2' Corproate Family Rating
-----------------------------------------------------------------
Moody's Investors Service revised Awesome Acquisition Company,
LP's rating outlook to negative from stable, while affirming all
its current ratings including the Corporate Family Rating of B2.

The change of outlook reflects Moody's expectation that Awesome's
financial leverage and interest coverage would remain weak for the
B2 rating over the intermediate term due to the negative pressure
on revenue growth and profitability resulting from the
recessionary economy, compounded by the high leverage deployed in
the capital structure.  Its key credit metrics (incorporating
Moody's analytic adjustments) are weak for its rating, as
evidenced by debt/EBITDA of 6.5x and EBITA/Interest of 1.2x in
2008.  Given the expected slowdown in revenue growth and EBITDA
expansion against the backdrop of a deepening recession, such
ratios are likely to remain weak within the rating horizon.

Although CiCi's pizza buffet concept focusing on value offerings
has generally fared better than higher-priced full service
restaurant chains, it's not immune to the recession as consumers
cut back on dining out.  In addition, the pizza limited-service
segment remains as one of the most competitive and fragmented sub-
sectors in the restaurant industry.  CiCi's same store sales
growth turned negative in 2008 and is expected to remain pressured
into 2009.  Moody's expects the revenues and profitability of
CiCi's franchisees, the core of the company's operations, will
remain challenged due to the declining guest traffic and volatile
commodity prices.  Moody's also expects an increase in franchisee
unit closures and fewer new openings in 2009, resulting in
slowdown in net unit expansion exacerbating the negative top line
pressure.

The affirmation of B2 CFR, however, incorporates the company's
reasonable scale, substantial average unit volumes, above average
margins, committed franchisee pipeline, and adequate liquidity.
The affirmation also recognizes the relative stability in EBITDA
despite exposure to volatile commodity inputs such as cheese, in
part owing to its earnings stream's reliance on royalties as well
as pass-through pricing mechanism built in its JMC distribution
unit.

The rating action is:

Ratings affirmed:

  -- Corporate family rating - B2

  -- Probability of default rating -- B2

  -- $100.6 million guaranteed first lien senior secured term loan
     rated B1/ LGD-3

  -- $15 million guaranteed first lien senior secured revolver
     rated B1 / LGD-3

  -- $40 million second lien senior secured term loan rated Caa1 /
     LGD-5

  -- Rating outlook: revised to negative from stable

The most recent rating action on Awesome occurred on May 15, 2007
when Moody's assigned first time rating of B2 CFR to the company.
Please refer to an updated credit opinion on Moodys.com.

Awesome Acquisition Company, LP, headquartered in Coppell, Texas,
is a holding company with two separate and distinct operations,
CiCi Enterprises and JMC Restaurant Distribution.  CiCi's is an
owner, operator and franchisor of CiCi's Pizza, a buffet style,
all you want, restaurant with a pizza centric menu.  JMC is the
distribution arm of the company and services CiCi's operation
exclusively.  For the year-ended December 31, 2008, sales were
approximately $210 million.


BAG 'N BAGGAGE: Court Holds Buyer in Contempt for Not Paying
------------------------------------------------------------
At the behest of the estates of Bag'n Baggage Ltd., the U.S.
Bankruptcy Court for the Northern District of Texas in Dallas has
held the buyer of the Debtor's assets in contempt for not paying
adjustments in the purchase price.

Bag'n Baggage closed its 30 luggage stores, sold its assets, and
changed its name to Baggage Liquidation Ltd., following the sale.

According to Bloomberg's Bill Rochelle, the Court previously
declared that $515,000 was owing as an inventory adjustment on the
$10.5 million purchase approved in June.  The buyer, the report
says, unsuccessfully argued that the quick procedures utilized by
the bankruptcy court weren't correct and didn't afford due
process.  The buyer will be required to appear in Court on March
25 if it fails to make the payment.

                         About Bag'n Baggage

Bag'n Baggage -- http://www.bagnbaggage.com/-- is a retailer of
travel and business gear for more than 35 years.  The company and
its stores offer luggage and travel goods including Tumi,
Hartmann, Victorinox, Rimowa.  The company operates 34 stores in
upscale malls and lifestyle centers located in 11 states --
including Texas, Florida, California, Arizona, Washington,
Massachusetts, North Carolina, Virginia, Pennsylvania, Nevada and
Hawaii -- trading under the names Bagn Baggage, Malm Luggage,
Niccolo & Mafeo and Houston Trunk Factory.

Bag'n Baggage and related entity, 900 Corp., filed for Chapter 11
Bankruptcy protection on May 4, 2008, in the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division (Case Nos. 08-
32096 and 08-32097).  The Debtors are represented by Carol E.
Jendrzey, Esq., Lindsey Doherty Graham, Esq., and Mark Edward
Andrews, Esq., at Cox Smith Matthews, Inc., in San Antonio, Texas.
The U.S. Trustee for Region 6 has appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Michael
Klein, Esq., at Cooley Godward Kronish, LLP, represents the
Committee in these cases.

The Debtor disclosed $13,281,246 in total assets, and $19,760,470
in total debts in schedules filed with the Court.


BANK OF AMERICA: Fights Nationalization Rumors, Hits Citigroup
--------------------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that Bank of
America Corp. is trying to differentiate itself from Citigroup
Inc., as shares of big banks drop in the face of speculation that
they might be nationalized by the government.

WSJ notes that BofA's shares are down 55% since January 16, 2009,
when details emerged of a new federal rescue plan for the bank
similar to the one provided to Citigroup.  WSJ states that the
share price declined another 21% to $3.14 last week, before rising
19% on Monday, to close at $3.75.

WSJ relates that BofA CEO Kenneth Lewis, in a series of internal
memorandums to the bank's managers and in media appearances over
the past two weeks, has implicitly attacked Citigroup's
performance, while repeatedly insisting that, unlike Citigroup,
BofA needs no more government money.  Fees generated from BofA's
base of 59 million retail and small-business clients will let the
bank earn its way out of the crisis, WSJ says, citing Mr. Lewis.

WSJ quoted Mr. Lewis as saying, "We need to help keep these facts
straight in the public debate as the market appears to be moving
in part based on rumor, innuendo and falsehoods propagated by the
misinformed.  I see no reason why a company that is profitable,
with capital and liquidity levels that are very strong, and that
continues to lend actively, should be considered for
nationalization."

People familiar with the matter said that while predicting during
a February 20 discussion with top managers that BofA won't be
nationalized, Mr. Lewis hinted that the nationalization fate might
befall an unnamed competitor that operates in most of the same
business lines, WSJ relates.

According to WSJ, BofA made $4 billion for the full year 2008,
while losing $1.79 billion in the fourth quarter 2008.  WSJ notes
that while BofA's Tier 1 capital ratio is 9.15%, which surpasses
regulatory minimums, another capital ratio called tangible common
equity remains thin at 2.83%.  BofA, says WSJ, made $115 billion
in new loans in the fourth quarter 2008, but outstanding loan
balances dropped 1.2%.

Citigroup spokesperson Shannon Bell, according to WSJ, defended
the bank's business model, saying that it is positioning the bank
"to capitalize on global growth trends."

WSJ quoted BofA spokesperson Robert Stickler as saying, "We have
been, from Ken on down, working very hard to help people
understand the difference" between the two banks.  Analysts expect
a profit in 2009 from BofA, while for Citigroup, "the consensus is
they will not," WSJ reports, citing Mr. Stickler.

BofA, according to WSJ, is now the largest U.S. bank by assets and
it expects to produce more than $100 billion in revenue

Doubts remain inside BofA as to whether the bank can survive the
crisis without more help from the government despite Mr. Lewis'
assertions, says WSJ, citing a person familiar with the matter.

                       About Bank of America

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

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

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


BERNARD L. MADOFF: May Plead Guilty of Fraud on Thursday
--------------------------------------------------------
Amir Efrati at The Wall Street Journal reports that Bernard Madoff
is expected to plead guilty to fraud charges on Thursday.

WSJ relates that federal prosecutors released a document that
charged Mr. Madoff with 11 felony counts including securities
fraud, money laundering, perjury, and making false filings with
the U.S. Securities and Exchange Commission.  WSJ states that the
document was filed by prosecutors in lieu of a grand jury
indictment, which Mr. Madoff waived.  Investigation is continuing
and "the filing of these charges does not end the matter," Lev
Dassin, acting U.S. attorney for the Southern District of New
York, said in a statement.

According to WSJ, information in the document could end investors'
hopes of cash retrieval from Mr. Madoff.  The report says that the
investors were hoping that Mr. Madoff stocked away a large cache
of money that could be retrieved and returned to them, but
prosecutors said that much of the money might have ended up as
payments to other investors over time.

The prosecutors, WSJ relates, claimed that Mr. Madoff didn't buy
securities, but he used "most of the funds to meet periodic
redemption requests of other investors," taking some of the
incoming funds as "commissions," which he used to support his
market-making and proprietary trading businesses," and from which
he and others received millions of dollars in benefits."  Citing
prosecutors, WSJ states that Mr. Madoff "promised certain clients
annual returns in varying amounts up to at least 46%" to urge new
clients to invest with him.

WSJ, citing prosecutors, reports that Mr. Madoff allegedly told
clients on December 1, 2008, that they had almost $65 billion,
significantly more than the $50 billion figure referenced when
prosecutors first charged Mr. Madoff on December 11, 2008.  The
prosecutors said that Bernard L. Madoff Investment only had a
"small fraction" of that $65 billion figure, WSJ relates.  The
prosecutors said that the financial statements that Mr. Madoff
filed with the SEC and showed to clients and prospective clients
were fraudulent, and as of November 30, 2008, he had about 4,800
active client accounts, according to the report.

As far back as 2002, Mr. Madoff moved more than $250 million of
client money from his U.S. operation to Madoff Securities
International, a proprietary securities-trading firm that he
controlled in London, to create the appearance that he was making
trades in Europe on behalf of clients, WSJ states, citing
prosecutors.  The prosecutors claimed that he used the funds to
buy property and services for personal use and benefit, WSJ
relates.

Irving H. Picard, the court-appointed trustee for Bernard L.
Madoff Investment Securities LLC, "has an obligation to all
investors to maximize the common pool of assets," WSJ states,
citing Steve Harbeck, president of Securities Investor Protection
Corp., an industry-funded group that pays investor claims when
brokerage firms fail.  According to the report, Mr. Harbeck said
that Mr. Picard would likely work on clawing back some investors'
gains.  The report says that Mr. Picard has recovered $1 billion
in assets.

                     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.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines.  The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BRAND ENERGY: S&P Changes Recovery Rating; Keeps 'B' Issue Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery ratings on
Brand Energy & Infrastructure Services' $905 million first-lien
facilities to '4' from '3', indicating S&P's expectation of
average (30%-50%) recovery in the event of payment default.  At
the same time, Standard & Poor's affirmed its 'B' issue rating
(the same as the corporate credit rating) on the company.  The
first-lien facilities consist of a $755 million term loan
facility, a $125 million revolving credit facility, and a
$25 million synthetic letter of credit facility.

The $375 million second-lien credit facility consists of one part
issued in the U.S. and another in Canada. Standard & Poor's
lowered its issue rating on the $180 million second-lien term loan
of the Canadian subsidiary Aluma Systems Inc. to 'B+' from 'BB-',
one notch higher than the corporate credit rating on the parent
company.  S&P revised the recovery rating to'2', which indicates
S&P's strong expectation of substantial (70%-90%) recovery in the
event of a payment default, from '1'.  S&P also affirmed the
'CCC+' ratings (two notches below the corporate credit rating) on
the $195 million U.S.-issued second-lien term loan.  The recovery
rating is '6'.  These ratings indicate S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

"The ratings on Brand Energy & Infrastructure Services reflect the
company's highly leveraged financial profile, exposure to the
volatile energy sector, and customer concentration risk," said
Standard & poor's credit analyst Aniki Saha-Yannopoulos.  "The
company's position as the largest provider of specialty multi-
craft services in North America, its long-term customer
relationships, and its strong maintenance component of about 65%
of revenues mitigate these factors."  As of Sept. 30, 2008,
Brand's total adjusted debt was about $1.1 billion, including
operating leases.

Standard & Poor's Ratings Services considers Brand's business
profile to be vulnerable.  Brand's work access services are highly
dependent on the volatile energy sector--particularly refineries
and Canadian oil sands, and, to a lesser extent, utilities.
Customer concentration is also a concern; Brand's top 10 customers
contributed about 30% of the company's total revenues in 2007.
However, maintenance work, along with long-term customer
relationships, a high contract renewal rate, and a high variable
cost profile allows Brand to quickly cut costs and provide some
stability to earnings and cash flows.  The acquisitions of
Protherm Services Group LLC and Industrial Specialists LLC in late
2007 allow Brand to diversify its operations geographically and to
offer specialty craft services.  Given the current cancellations
or delays in capital projects including the Canadian oil sands,
the diversity of services offered is expected to provide some
protection against the current volatility in the industry.

The stable outlook on Brand is based on S&P's expectations that
the company will continue to maintain its credit measures within
the ratings category and that its entry into specialty craft
services will provide some revenue stability in the current market
conditions.  An outlook revision to positive is unlikely in the
near term given the industry conditions and the company's
financial metrics.  The outlook may be revised to negative or
ratings may be lowered should management pursue aggressive
financial policies or if operations deteriorate such that debt to
EBITDA increases at more than 6x or fixed-charge coverage drops to
less than 1.5x.


BROWN SHOE: Cut by Moody's to 'B2' on Challenging Environment
-------------------------------------------------------------
Moody's Investors Service downgraded Company, Inc.'s ratings,
including its corporate family and probability of default ratings
to B2 from Ba3, and the rating on its senior unsecured notes to B3
from B1.  The ratings outlook is negative.  Concurrently, Moody's
affirmed Brown Shoe's SGL-3 speculative grade liquidity rating.
The downgrades reflect the significant decline in Brown Shoe's
operating performance, cash flow and credit metrics in the fourth
quarter of 2008, and weak outlook for 2009.

Brown shoe's operating performance and credit metrics deteriorated
rapidly in the fourth quarter of 2008 due to the accelerated
decline in consumer spending during the quarter.  Earnings
decreased due to increased promotions at retail, and higher
markdowns in wholesale.  Free cash flow turned negative, leading
to increased revolver borrowing at the end of the year.  Despite
the company's plans to generate positive operating profit and free
cash flow (as defined by the company) on improved gross margins
and cost cutting initiatives, Moody's is concerned that execution
risk remains high, as does the risk for continued contraction
through 2009.

The affirmation of the SGL-3 speculative grade liquidity rating
reflects Moody's opinion that the company's near term liquidity
should remain adequate.  Balance sheet cash ($87 million as of
January 31, 2009) and ample availability under its asset based
revolver appear sufficient to cover capital spending and dividends
over the next twelve months.  The company's credit facility was
recently amended to increase its size to $380 million and extend
the expiration to January 2014.  The company also continues to
have numerous qualitative strengths that support the rating,
including its moderate size, national footprint, credible market
position, and solid portfolio of brand names.

The ratings outlook is negative, reflecting Brown Shoe's weak
credit metrics and the challenging retail environment.  Additional
downgrades could stem from any erosion in liquidity or cash flow,
or further material declines in operating performance and credit
metrics, such as gross margin contraction outside expectations or
EBITA/Interest falling near 1.0x.  The ratings could be stabilized
over time if free cash flow turns meaningfully positive,
debt/EBITDA is sustained near 6.0x and EBITA/Interest approaches
1.5x.

These ratings were downgraded:

  -- Corporate family rating to B2 from Ba3;

  -- Probability-of-default rating to B2 from Ba3;

  -- Senior unsecured notes due 2012 to B3 (LGD5, 76%) from B1
     (LGD4, 69%).

This rating was affirmed:

  -- Speculative Grade Liquidity Rating at SGL-3

The prior rating action on Brown Shoe was on October 20, 2008,
when Moody's affirmed the company's Ba3 CFR and changed the
outlook to stable from positive.

Brown Shoe Company, Inc., headquartered in St. Louis, Missouri, is
a retailer and wholesaler of footwear.  About 70% of its revenue
is generated by its retail stores, which consist of 1,425 Famous
Footwear, Naturalizer, and F.X. LaSalle stores in the U.S. and
Canada, and its e-commerce businesses.  Its portfolio of branded
footwear includes (but is not limited to); Naturalizer,
LifeStride, Connie, Buster Brown, Brown Shoe, E. Aigner, Via
Spiga, Franco Sarto, Dr. Scholl's, and Carlos Santana.

                           *     *     *

Moody's Investors Service downgrade matches the demotion given out
March 6 by Standard & Poor's, Bloomberg's Bill Rochelle said.


BRUNO'S SUPERMARKETS: Files CBA Rejection Motion to Complete Sale
-----------------------------------------------------------------
Bruno's Supermarkets, LLC, has taken a procedural step to
facilitate a sales process that the company believes could
preserve jobs at Bruno's and FOOD WORLD locations.  Bruno's filed
a motion that is technically described as a motion to reject the
collective bargaining agreements between Bruno's and the United
Food & Commercial Workers.  The filing asks the U.S. Bankruptcy
Court for the Northern District of Alabama to allow Bruno's to
make changes to the labor agreements with its Teammates that will
make a sale of some or all of the company's store locations
easier, which will ultimately preserve jobs.

The motion was made following extensive discussions over several
months between Bruno's and the UFCW regarding the Company's
current collective bargaining agreements (CBAs).  Impending court
deadlines for completing a sale necessitated the motion filing.
The UFCW represents nearly two-thirds of Bruno's Teammates.

Bruno's non-unionized Teammates and other grocery store employees
have already made significant sacrifices in their terms and
conditions of employment, but Bruno's and the UFCW have been
unable to reach agreement on modified CBAs.  Under the terms of
the proposed modified CBAs, union Teammates would still receive
financial and other benefits that non-union Teammates do not
receive.

The current CBAs also include a "successorship clause," requiring
any purchaser of the Company's stores to assume the CBAs and all
the obligations they contain.  During its pre- and post-petition
conversations with potential acquirers, the Company and its
financial advisors were in contact with unionized and non-
unionized companies.  Bruno's has determined that this clause is
an impediment to serious conversations with many potential
acquirers.  The Company also believes that modifying the CBAs
increases the likelihood for additional potential acquirers to
come forward.  If Bruno's is unable to reach sale agreements, it
will be forced to pursue other courses of action available in a
bankruptcy process, including liquidation.

"We want to preserve jobs.  Our motion is intended facilitate a
process that we believe will do just that at our Bruno's and FOOD
WORLD locations," said Jim Grady, Chief Restructuring Officer for
Bruno's.  "What we're proposing would help in our restructuring
efforts and makes it more likely that both union and non-union
Teammates will retain their jobs through a sale to a strategic
buyer.  We intend to continue working with the UFCW and remain
committed to reaching a resolution that facilitates a sale while
recognizing the Union's role as authorized representative for many
of our Teammates."

"In the meantime, our doors remain open and our focus will remain,
as always, on offering the service, quality and community
commitment that make Bruno's and FOOD WORLD the most desirable
shopping destinations.  I want to express my sincere gratitude to
all of our Teammates, their continued hard work and dedication is
a key reason we are so important to the communities we serve," Mr.
Grady stated.

Bruno's made the filing under Section 1113 of the U.S.  Bankruptcy
Code.  Under the Code, the Court will likely schedule a hearing to
be held approximately 14 days from today and would be expected to
rule within 30 days following the commencement of the hearing.
The Company will continue to try to reach an agreement with the
union before such a court hearing.

The Company noted that if the Court approves its filing, it has no
immediate plans to alter wages and benefits other than to
potentially make adjustments that were previously agreed to by the
UFCW.

                 About Bruno's Supermarkets, LLC

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.   Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.   Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed voluntary Chapter 11 petitions on Feb.  5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the company throughout the
restructuring process.   Burr & Forman LLP is the Debtor's lead
counsel.   Najjar Denaburg, P.C.  is its conflicts counsel.


CARABEL EXPORT: Court OKs Auction; Continental is Lead Bidder
-------------------------------------------------------------
Upon the motion of Carabel Export & Import, Inc. d/b/a
Italceramica, et al., the U.S. Bankruptcy Court for the District
of Puerto Rico approved on March 6, 2009:

   i) the bidding procedures for the sale of the Debtors' assets
      to Continental Tiles, Inc., which is the stalking horse
      bidder, or to the bidder submitting the highest or otherwise
      best bid at the auction;

  ii) the sale of the assets to the successful bidder at the
      auction sale to be conducted as provided in the Bidding
      Procedures; and

iii) the stipulation between Westernbank and the Debtors for the
      use of Cash Collateral.

Continental, the Stalking Horse Bidder, the stock of which is held
by the Debtors' president's father, Mr. Heli Rivera, has submitted
a bid of $2,500,000 for the Debtors' assets.  The assets to be
sold include all of the Debtors' merchandise inventory, machinery
and equipment, and all other known assets, as well as the
"Italceramica", "National Ceramics" and "Caribbean Marble &
Granite" Trade Name, logos and their domain.

The Court has set a sale hearing for April 7, 2009, at 10:30 a.m.

The bid deadline is March 31, 2009.  Responses or objections, to
any of the relief requested by the Debtors, including the entry of
the Sale Order, shall be filed with the Bankruptcy Court so as to
received on or before 4:00 p.m. on April 6, 2009, and served on
the Notice Parties not later than the close of business on
April 3, 2009.

                    Agreement with Westernbank

Pursuant to the agreement with Westernbank, the Debtors are
permitted to use Cash Collateral of Westernbank in an amount not
to exceed $250,000 per month, up to and including April 15, 2009,
and solely to satisfy the expenses included in a budget.  All
payments and expenses from the Cash Collateral shall be subject to
the approval of Pedro Morazanni, from Zayas & Morazzani, as the
Monitor of Westernbank's Collateral.  In addition to the $250,000,
Westernbank also authorizes the Debtors to use Cash Collateral in
an amount not to exceed $30,000, to satisfy postpetition, allowed
and unpaid professional fees of the Debtors' counsel and
accountant.

Furthermore, all of the proceeds of the sale up to the amount of
the Westernbank Claim shall go to Westernbank, through a plan of
liquidation, subject a Carve-Out in the amount of $60,000 for the
fees of the Debtors' professionals plus any amounts which are
required for the payment of the U.S. Trustee fees.

As of the petition date, the Debtors owed Westernbank
approximately $18,577,639 under the Financing Agreements.  The
Debtors' obligations under the Financing Agreements is secured by
a first priority security interest over substantially all of the
assets of the Debtors.

                           Auction Sale

Pursuant to the Asset Purchase Agreement between Debtors and
Continental, the auction sale, if necessary, will be conducted on
or before April 6, 2009, at 10:00 a.m. prevailing eastern time at
the offices of O'neill & Borges, American International Plaza, 250
Munoz Street, Suite 800, in San Juan, PR 00918-1913.

                   Approved Bidding Procedures

To become a Qualified Bidder for the purchase of the Debtors'
assets, a potential bidder must provide satisfactory evidence of
committed financing reasonably sufficient to ascertain said
bidder's ability to close the sale on or before April 15, 2009.

A potential bidder must submit an executed Agreement on
substantially the same terms as set forth in the Asset Purchase
Agreement marked to show changes thereto, which are not
conditioned on obtaining financing and contain an offer to
purchase the assets for no less than $100,000 in excess of the
purchase price set forth in the Asset Purchase Agreement.

Qualified Bids must be accompanied by a cash deposit of $125,000,
which deposit shall be forfeited as liquidated damages if the
Potential Bidder is selected as the successful bidder at the
auction, approved by the Bankruptcy Court and fails or refuses to
close for reasons other than the Sellers' default..

A full-text copy of the Approved Bidding Procedures is available
at:

   http://bankrupt.com/misc/CarabelExport.BiddingProcedures.pdf

A full-text copy of the Asset Purchase Agreement between the
Debtors and Continental Tiles, Inc., dated as of March 4, 2009, is
available at:

         http://bankrupt.com/misc/CarabelExport.APA.pdf

Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No.
08-08956).  The Hon. Enrique S. Lamoutte oversees the case.
Charles Alfred Cuprill, Esq., in San Juan, represents the Debtors.
When it filed for bankruptcy, Carabel disclosed $14,544,289 in
total assets, and $26,957,250 in total debts.


CARABEL EXPORT: US Trustee Appoints 5-Member Creditors Committee
----------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21,
appointed 5 creditors to serve on the Official Committee of
Unsecured Creditors in Carabel Export and Import, Inc. and its
debtor-affiliates' jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Italcrafts (Fincrafts S.p.A)  
        c/o Mr. Faraci Massimo
        Via Sacco e Vanzetti 22/24/26
        Fiorano Modenese (Mo), Italy 41042
        Tel: +39 0536 838911
        Fax: +39 0536 831205
        Email: giordani@italcrafts.it

     b) American Supply, Inc.
        400 Alton Road TI
        Miami Beach, FL 33139-6702
        c/o Kayla Feliciano Ruiz, Esq.
        Union Plaza, Suite 311
        416 Ponce de Leon Ave.
        San Juan, P.R. 00918-3430
        Tel: (787) 751-8999
             (787) 763-7760
        Email: kfeliciano@tcmrslaw.com

     c) Luis Sanchez Diez, S.A.
        c/o Mr. Luis Miguel Segura Sanchez - Administrator
        Campet 10 PO Box 57
        Alicante-Spain, Novelda
        Spain 3660
        Tel: 34 965 60 17 90
        Fax: 34 965 60 10 93
        Email: admin@lsd.es

     d) Pamesa Ceramica SL
        c/o Mr. Jose Antonio Subies Casanova - Sales Area Manager
        Camino de Alcora N.8
        Almazora (Castellon), Spain 12550
        Tel: 34 964 50 75 11
        Fax: 34 964 52 27 16
        Email: jasubies@pamesa.com

     e) Unicom SRL
        c/o Mr. Antonio Poggi - President
        Via Flumendosa, 7
        41042 Spezzano di Fiorano
        Modenise (Mo), Italy
        Tel: +39 0536 9266011
        Fax: +39 0536 926026
        Email: antonio.poggi@unicomstarker.com

Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No.
08-08956).  The Hon. Enrique S. Lamoutte oversees the case.
Charles Alfred Cuprill, Esq., in San Juan, represents the Debtors.
When it filed for bankruptcy, Carabel disclosed $14,544,289 in
total assets, and $26,957,250 in total debts.


CARE FOUNDATION: May Use NHI's Cash Collateral on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
granted Care Foundation of America, Inc., et al., permission to
use cash collateral of National Health Investors, Inc., on an
interim basis, pending a final hearing, in accordance with a
budget.

To secure any diminution in the value of NHI's interest, if any,
as a result of the Debtors' use of Cash Collateral during the
interim cash collateral period, NHI is granted a replacement lien
in all post petition lease payments received by the Debtors.

The final hearing on the use of Cash Collateral will be held on
March 17, 2009, at 9:00 a.m.

A full-text copy of the Debtors' Cash Projections for January -
September 2009 is available at:

http://bankrupt.com/misc/CareFoundation.CashCollateralBudget.pdf

Based in Nashville, Tennessee, Care Foundation of America, Inc. is
a nonprofit/tax-exempt organization.  The Debtor and five (5) of
its debtor-affiliates filed separate petitions for Chapter 11
relief on December 31, 2008 (Bankr. M.D. Tenn. Lead Case No.
08-12367).  David E. Lemke, Esq., at Waller Landsden Dortch &
Davis, represents the Debtors as counsel.  When the Debtors filed
for protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CASELLA WASTE: Moody's Downgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Casella
Waste Systems, Inc. -- corporate family and probability of
default, each to B2 from B1, senior subordinated to Caa1 from B3.
The outlook is negative.

"The downgrade of the ratings follows the inability to restore
coverage and leverage metrics to levels indicative of the B1
rating category," said Moody's analyst, Jonathan Root.  Moody's
anticipates that EBIT to Interest of about 1.0 time could be a
ceiling for this metric over the intermediate term.  The interest
burden is likely to increase following the planned refinancing of
the credit facility.  "Additionally, pressure on volumes from the
effects of continuing weak economic conditions could offset or
limit sought-after gains from more disciplined pricing and cost
management programs, resulting in Debt to EBITDA being sustained
at an elevated level approaching the mid-five times range," said
Root.  The combination of the financial effects of the refinancing
and weaker demand could also reverse some or all of the recent
improvements in free cash flow that Casella has achieved.

The negative outlook reflects Moody's belief that the current
challenging economic conditions could further pressure earnings in
upcoming periods.  The credit metric profile could face additional
pressure because the debt service requirements of a new credit
agreement arranged in the current credit market environment are
likely to increase relative to those of the existing credit
agreement.  The negative outlook also contemplates that cushion
with the financial covenants of the existing credit facility is
trending negatively, such that Casella could potentially need to
seek relief from one or more of the covenants prior to the end of
calendar 2009, in the event it does not timely complete the
planned refinancing.

The B2 corporate family rating reflects the expectation that
Casella's operations should produce a level of funds from
operations that covers debt service obligations with modest
cushion.  Leading positions in many of its markets, the increased
focus on cost reductions and the intent to enhance yield should
help to mitigate pressure on earnings and cash flows that could
occur over the near term as volumes remain under pressure.  These
more disciplined management practices should also help to mitigate
pressure on the credit profile that Moody's anticipates will
result from the higher interest burden of the refinanced credit
agreement.  The B2 rating also considers that free cash flow is
likely to remain modest, which could limit flexibility to de-lever
the capital structure.

The ratings could be downgraded if Casella does not timely
complete the refinancing of its credit facility or if the cushion
with this facility's financial covenants erodes prior to the
completion of its refinancing.  FFO + Interest to Interest that
approaches 2.0 times could result in a downgrade as could Debt to
EBITDA that approaches 6.0 times.  The outlook could be changed to
stable if Casella timely completes the planned refinancing, with
debt terms that do not cause EBIT to Interest to be sustained
below 1.0 time or Retained Cash Flow to Debt below nine percent.
Sustained free cash flow to debt above 4.0%, EBIT to Interest
above 1.2 times or Debt to EBITDA below 5.2 times could also
result in the stabilization of the outlook.

The last rating action was on February 20, 2008 when the outlook
was changed to negative from stable.

Downgrades:

Issuer: Casella Waste Systems, Inc.

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa1 from B3

LGD Assessments:

Issuer: Casella Waste Systems, Inc.

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to LGD5,
     84% from LGD5, 85%

Casella Waste Systems, Inc. based in Rutland, Vermont, is a
vertically-integrated regional solid waste services company that
provides collection, transfer, disposal and recycling services to
residential, industrial and commercial customers, primarily in the
eastern United States.


CITIGROUP INC: Government Mulls Steps to Stabilize Bank
-------------------------------------------------------
U.S. government officials are discussing what steps they might
need to take to stabilize Citigroup Inc. once its problems get
worse, Damian Paletta, Jon Hilsenrath, and David Enrich at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, the sources said that the Treasury Department,
Office of the Comptroller of the Currency, Federal Reserve, and
Federal Deposit Insurance Corp. called Citigroup executives over
the weekend amid rumors about the discussions and said that the
talks were geared toward future planning.  The officials, the
report states, denied any new rescue.

WSJ says that Federal Reserve Chairperson Ben Bernanke told the
Senate during a hearing last week that the government doesn't have
a template for winding down a company of Citigroup's size and
complexity.  "I'd like to challenge the Congress to give us a
framework, where we can resolve a multinational complicated
financial conglomerate like Citigroup, like AIG, or others, if
that became necessary," WSJ quoted Mr. Bernanke as saying.

The sources said that regulators are trying to make sure that they
are prepared if Citigroup gets worse, which they aren't expecting,
WSJ relates.  U.S. officials are conducting "stress tests" on the
largest banks to determine their long-term viability under tough
economic scenarios, WSJ states.

According to WSJ, Citigroup executives said that they haven't
detected signs of corporate clients or trading partners
withdrawing their business, though its shares is almost at $1
apiece, closing Monday at $1.05 on the New York Stock Exchange.
Citigroup, WSJ relates, has assured that it has a strong liquidity
position and that its capital levels are among the highest in the
banking industry.  The current price doesn't reflect the company's
capital position and earnings power, WSJ states, citing Citigroup
CEO Vikram Pandit.

                       About Citigroup

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

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


CLEAR CHANNEL: Headed For Restructuring, Says Moody's; Now Caa3
---------------------------------------------------------------
Moody's Investors Service has downgraded Clear Channel
Communications, Inc.'s Corporate Family Rating and Probability-of-
Default Rating to Caa3 from B2.  Moody's also downgraded the
Company's senior secured credit facilities to Caa2 from B1 and all
senior unsecured notes to Ca from Caa1.  In addition, Moody's
downgraded Clear Channel's speculative grade liquidity rating to
SGL-4 from SGL-2.

The ratings downgrade reflects Moody's belief that there is a high
probability that the company will violate its secured 9.5x
leverage covenant this year, and that when this occurs, a debt
restructuring will be likely. The outlook has been revised to
negative.  This rating action concludes the review initiated on
February 6, 2009.

Late in the third quarter of 2008, Moody's revised its view
regarding 2009 broadcasting industry revenue declines versus 2008
to between 15% and 20%, and outdoor advertising down between 7%
and 10%.  Subsequently, Moody's took rating actions that reflected
revenue assumptions at the low end of these ranges.  Under these
assumptions, Clear Channel appeared to have sufficient headroom
within its very liberal bank credit agreement covenants to
withstand the cyclical decline at least through 2009.  However, in
February 2009, Moody's adjusted Moody's revenue decline
assumptions to reflect Moody's concerns that cyclical weakness for
both radio broadcasting stations and outdoor advertising would be
somewhat worse than Moody's low-end assumption for 2009.  As a
result, Moody's current assumption for Clear Channel's 2009
revenue decline was raised to the upper teens, which reflects the
high end of Moody's range for radio, and outdoor advertising
revenues declining by about 15%.  This would result in reported
EBITDA margins declining to the low 20% range and debt-to-EBITDA
leverage growing to 12x (Moody's adjusted) or over 17x on a
reported basis by the end of 2009.  Based on these assumptions, it
appears that Clear Channel will likely be in violation of its
secured debt leverage covenants in 2009.

"With a capital structure that was highly speculative from its
inception, the company's ability to continue as a going concern is
completely dependant upon remaining in compliance with its
covenants," stated Neil Begley, Senior Vice President of Moody's
Investors Service.  "But in the current economic environment,
compliance will be very challenging, and as a result, such a
capital structure will not likely be sustainable,"

Moody's believe that there are three possible scenarios, with the
highest probability associated with the first two which reflect a
covenant breach, and both leading to certain debt restructuring.
The first consists of the senior secured bank debt holders forcing
an immediate restructuring to eliminate additional capital leakage
to fund over $320 million of annual junior debt holder cash
interest repayments as well as about $384 million of junior debt
maturities in 2010.  This scenario would result in a restructuring
while the company still has a large cash balance (in Moody's view,
the $500 million May 2009 debt maturity is likely to be repaid
before a covenant breach, with proceeds from the delayed draw
secured term loan facility), and recovery for the senior secured
debt would be greater before the cash balance declines and junior
debt maturities are repaid.

The second scenario consists of the company successfully receiving
a waiver of its covenant breach or covenant relief via an
amendment.  In Moody's view, the company would likely be given
only limited relief of the covenant and could require a second
request within a few quarters.  Moody's believes that there would
be a significant cash fee paid to the banks, and an upward
adjustment in the borrowing rate on the first amendment request,
as well as on subsequent requests.  Moody's estimate that in this
scenario, the company would burn through nearly $400 million of
cash before the impact of the higher interest cost, which could
reduce 2009 year end cash to under $1.5 billion.  In addition,
based on Moody's assumption of flat revenues in 2010,
significantly higher interest costs, negative cash flow of nearly
$800 million, and about $400 million in debt maturities (Moody's
assumes that the company no longer has access to the delayed draw
term loan for the residual $134 million third quarter maturity),
the company would end 2010 with under $300 million in cash and
face over $1 billion of debt maturities in 2011.  In Moody's
opinion, this would be too much for the company to overcome
without a robust recovery which would need to almost double 2010
EBITDA in order to meet the company's cash needs, which Moody's
believe unlikely.

The third scenario, with a low probability of occurring, in
Moody's view, assumes that the company does not violate its bank
agreement covenant, which would require the company to have a
total revenue decline under 15% in 2009, flat or growing revenues
in 2010, and a certain recovery in 2011.  Though the company still
faces nearly $3 billion of debt maturities through 2013 (net of
$633 million of repayments from the company's committed delayed
draw term loan facility), it should have sufficient cash to meet
these maturities.  However, 2014 maturities are very significant
and would likely require the company to possess materially lower
leverage in order to be able to refinance them.

Moody's subscribers can find further details in the Clear Channel
Credit Opinion published on Moodys.com

Moody's has taken these rating actions:

Issuer: Clear Channel Communications, Inc.

* Corporate Family Rating -- Downgraded to Caa3 from B2

* Probability of Default Rating -- Downgraded to Caa3 from B2

* Senior Secured Revolving Facility -- Downgraded to Caa2 (LGD 3,
  37%) from B1 (LGD 3, 33%)

* Senior Secured Tranche A Term Loan Facility -- Downgraded to
  Caa2 (LGD 3, 37%) from B1 (LGD 3, 33%)

* Senior Secured Tranche B Term Loan Facility -- Downgraded to
  Caa2 (LGD 3, 37%) from B1 (LGD 3, 33%)

* Senior Secured Tranche C Term Loan Facility -- Downgraded to
  Caa2 (LGD 3, 37%) from B1 (LGD 3, 33%)

* Senior Secured Delayed Draw Term Loan 1 Facility -- Downgraded
  to Caa2 (LGD 3, 37%) from B1 (LGD 3, 33%)

* Senior Secured Delayed Draw Term Loan 2 Facility -- Downgraded
  to Caa2 (LGD 3, 37%) from B1 (LGD 3, 33%)

* Senior Cash Pay Notes due 2016 -- Downgraded to Ca (LGD 4, 67%)
  from Caa1 (LGD 5, 79%)

* Senior Toggle Notes due 2016 -- Downgraded to Ca (LGD 4, 67%)
  from Caa1 (LGD 5, 79%)

* Senior Unsecured Bonds - Downgraded to Ca (LGD 6, 92%) from Caa1
  (LGD 6, 91%)

* Speculative Grade Liquidity Rating -- Downgraded to SGL-4 from
  SGL-2

* Outlook -- To Negative from Ratings Under Review

Moody's last rating action was on February 6, 2009, when all
ratings of Clear Channel were placed under review for possible
downgrade.

Clear Channel Communications, Inc., headquartered in San Antonio,
Texas, is a global media and entertainment company specializing in
mobile and on-demand entertainment and information services for
local communities and premiere opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.  Clear
Channel's revenues for the year ended December 31, 2008 was
approximately $6.7 billion.

                           *     *     *

Bloomberg's Bill Rochelle notes that Moody's is now three grades
more pessimistic than the downgrade issued in February by Standard
& Poor's.  S&P, Mr. Rochelle said, was predicting that earnings
before interest, taxes, depreciation and amortization will be
"materially worse" in the fourth quarter than in the third when
EBITDA was down 16 percent.

Clear Channel was acquired in July by Bain Capital Partners
LLC and Thomas H. Lee Partners LP in a $24.5 billion leveraged
buyout. The company completed a tender offer in December
repurchasing some of its notes at deep discounts.

San Antonio-based Clear Channel had a BBB- investment grade
rating from S&P before the company's announcement in Oct. 2006
that it was exploring strategic alternatives. After Bain and Lee
increased the price in November 2006, S&P lowered the rating to
junk at BB+. The rating went down three more grades in April
2007 and again in June.


CLEARWIRE CORP: William Morrow to Replace Benjamin Wolff as CEO
---------------------------------------------------------------
Clearwire Corp.'s board of directors has moved to broaden and
enhance the company's leadership team by naming telecom industry
veteran William T. Morrow as CEO.  Mr. Morrow brings nearly 30
years of operational management experience in the communications
services industry.  Co-Founder and current CEO Benjamin G. Wolff
will continue with the Company as Co-Chairman, a position he will
share with current Chairman Craig O. McCaw.

"Bill Morrow has developed a global reputation in the
telecommunications industry as a highly regarded executive with an
extraordinary track record of success in U.S., Europe and Japan.
Years of experience in key positions with great companies such as
AirTouch and Vodafone have given Bill a great perspective on
achieving operating efficiencies and enhancing value creation to
profitably build and scale businesses," said Craig O. McCaw,
Founder and Chairman.

Mr. McCaw continued, "Ben Wolff has routinely made the impossible,
possible.  He has been instrumental in leading the company from
its inception to the point that it is at today, raising more than
$6 billion in equity and debt financing, structuring partnerships
with key industry leaders, and building and operating the world's
largest multi-megabit wireless broadband network spanning four
countries and serving nearly 500,000 customers.  I can't say
enough great things about Ben both as a person and a leader.  He
also has the wisdom and foresight to recognize that in these
unprecedented times, a company can't have too much talent.
Together, we have recruited Bill Morrow to lead the Clearwire
team.  As Co-Chairman, now Ben will be able to dedicate more of
his time to Clearwire's strategic direction and transactional
opportunities."

"The chance to lead Clearwire at a time when the company sits on
the cusp of doing something truly remarkable -- to change the way
people connect to and use the Internet -- was not one to be
missed," said Mr. Morrow.  "Clearwire's business model and unique
assets have us well positioned to meet the rapidly growing demand
for mobile broadband services.  I'm excited at the prospect of
working with everyone at Clearwire as we execute our plan to build
a mobile WiMAX network covering up to 120 million people in more
than 80 markets by 2010."

Morrow brings to Clearwire a global track record of success in
corporate leadership positions in Europe, Japan, and the U.S.  He
recently served as President and CEO of Pacific Gas & Electric in
San Francisco where he oversaw operations and successfully
directed an overhaul aimed at improving the company's efficiency,
supply chain and customer focus.  Prior to PG&E, Morrow served in
a number of senior executive positions at international mobile
communications group Vodafone Ltd. and Vodafone Group PLC,
including Chief Executive Officer of Vodafone, Europe, Chief
Executive Officer of Vodafone UK Ltd. and President of Vodafone KK
in Japan.  He also served as President of Japan Telecom Co. and
held senior executive positions with wireless telecommunications
carrier AirTouch International.

"I am looking forward to working with Bill, the board of directors
and the rest of the Clearwire team, as we strive to realize the
full potential of the business opportunity in front of us," said
Mr. Wolff.  "It is hard to imagine a person that could be better
suited than Bill to lead the company into its next phase of
growth."

As Co-Chairman, Mr. Wolff will focus on Clearwire's strategic and
financing opportunities.  In addition, he will continue to serve
on the Executive Committee and board of CTIA, and he will also
continue in his role as President of Craig O. McCaw's investment
company, Eagle River.

                         About Clearwire

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ:CLWR) -- http://www.clearwire.com-- offers a suite of
advanced high-speed Internet services to consumers and businesses.
The company is building the first, nationwide 4G mobile Internet
wireless network, bringing together an unprecedented combination
of speed and mobility.  Clearwire's open all-IP network, combined
with significant spectrum holdings, provides unmatched network
capacity to deliver next-generation broadband access.  Strategic
investors include Intel Capital, Comcast, Sprint, Google, Time
Warner Cable, and Bright House Networks.  Clearwire currently
provides mobile WiMAX-based service, to be branded Clear(TM), in
two markets and provides pre-WiMAX communications services in 50
markets across the U.S. and Europe.  Headquartered in Kirkland,
Washington, additional information about Clearwire is available
at.

As reported by the Troubled Company Reporter on January 26, 2009,
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to Kirkland, Washington-based wireless
carrier Clearwire Corp.  The outlook is stable.

Its units have junk ratings in Moody's Investors Service.  As
reported by the Troubled Company Reporter on January 26, 2009,
Moody's assigned first-time ratings to Clearwire Communications
LLC (corporate family rating of Caa1 and speculative grade
liquidity rating of SGL-2) with a negative outlook.  The ratings
for Clearwire reflect the company's high financial and business
risk given the start-up nature of its operations.  In addition,
while Clearwire will operate as an independent company, Moody's
believe that there will be significant challenges to developing
the business, in part due to the diverse objectives of its
strategic investors.

Moody's assigned these first time ratings/assessments were
assigned:

Clearwire Communications LLC:

  * Corporate Family Rating -- Caa1
  * Probability of Default Rating -- Caa2
  * Speculative Grade Liquidity Rating -- SGL-2
  * Rating Outlook -- Negative

Clearwire Legacy LLC and Clearwire XOHM LLC (Co-Borrowers):

  * $1.234 Billion Senior Secured Term Loan due May 2011 -- B3
    (LGD-2, 24%)

* $179 Million Incremental Sprint Term Loan due May 2011 --
  Caa3 (LGD-5, 70%)


CHANGING WORLD: Weil Gotshal Has $830,000 Claim for Failed IPO
--------------------------------------------------------------
David McLaughlin posted at The Wall Street Journal's Bankruptcy
Beat blog that Changing World Technologies Inc. owed Weil, Gotshal
& Manges about $830,000.

Weil Gotshal, according to Mr. McLaughlin, holds a $1 million
promissory note for payment of legal fees and expenses tied to
Changing World's initial public offering in February 2009, which
failed to lure investors.

Mr. McLaughlin says that Weil will be raking in a stream of tidy
profits for years to come as the financial crisis pushes more and
more companies into bankruptcy.

                           About Weil

Weil, Gotshal & Manges -- http://www.weil.com/-- is an
international law firm headquartered in New York City.  It is one
of the largest and most highly regarded law firms in the world,
with approximately 1,300 lawyers and gross annual revenue in
excess of $1.7 billion.

                      About Changing World

West Hempstead, New York-based Changing World Technologies, Inc. -
- http://www.changingworldtech.com/-- and its affiliates filed
for Chapter 11 bankruptcy protection on March 4, 2009 (Bankr. S.D.
N.Y. Case No. 09-10977).  Patrick J. Orr, Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtors
in their restructuring efforts.  The Debts listed $1 million to
$100 million in assets and $1 million to $100 million in debts.


CHARYS HOLDING: Court Declines to Stay Ch. 11 Plan Pending Appeal
-----------------------------------------------------------------
The U.S. Bankruptcy Court, District of Delaware declined to issue
a stay, pending appeal, of its confirmation order on Charys
Holding Co.'s Chapter 11 plan.

As reported by the TCR on March 2, the Bankruptcy Court affirmed
that Charys Holding's Chapter 11 plan satisfies the statutory
requirements for confirmation under Section 1129 of the Bankruptcy
Code.  The former owner of a business purchased by Charys,
however, wanted the plan held up while he took an appeal on the
confirmation order, Bloomberg's Bill Rochelle reported.

The Chapter 11 Plan, according to Mr. Rochelle, provides for these
terms:

   -- Convertible noteholders will recover 32.5% in the form of
      94% of the new stock plus $20 million in secured notes
      maturing in four years and paying 15% interest.

   -- Unsecured creditors with $107 million in claims are expected
      to recover 15 cents on the dollar, from a liquidating trust
      created under the Plan;

   -- Holders of subordinated claims and equity interests in
      Charys won't recover anything.

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

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

                       About Charys Holding

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

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


CONGOLEUM CORP: Hopes to Confirm Plan by Yearend or Early 2010
--------------------------------------------------------------
Congoleum Corporation on Tuesday provided an update on recent
developments in its Chapter 11 reorganization.

On Thursday, February 26, 2009, the Bankruptcy Court ruled that
certain issues in its most recently proposed reorganization plan
did not comply with the Bankruptcy Code. The Bankruptcy Court also
issued an order dismissing the case, stating that "the real
benefit to the bankruptcy estate of dismissal of this case is that
it will force the parties to follow through on an appeal that will
resolve these issues once and for all."

Congoleum and the other proponents of the plan immediately filed
an appeal of the decision, and on Tuesday, March 3, 2009, the
Bankruptcy Court stayed this dismissal order to permit the parties
to complete the appellate process, noting that "The Court's
intention is not and has never been to force Congoleum to cease
operations."

Roger Marcus, Congoleum CEO, commented: "We believe the events of
the past few days are positive steps in our efforts to resolve the
obstacles that have delayed our progress towards emerging from
bankruptcy.  Our case involves a few complex issues.  The
Bankruptcy Court encouraged an appeal so that a higher Court can
rule on these matters and provide guidance on how to address them.
We look forward to receiving that direction so we can move forward
with a confirmable plan. The Bankruptcy Court also limited
activity in the bankruptcy case while the appeal is pursued which
should reduce our legal costs during the appeal process."

Mr. Marcus also commented, "Our attorneys are already preparing
the necessary appeal papers, and I am hopeful we are on a path
that could lead to confirmation of a plan before the end of 2009
or early 2010. In the mean time, we remain focused on maintaining
a sound operational and financial footing, despite the current
economic conditions."

                         About Congoleum

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

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

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

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

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

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


CONGOLEUM CORP: Obtains Covenant Relief From Lender
---------------------------------------------------
Roger Marcus, CEO of Congoleum Corp., disclosed that the company's
working capital lender remains supportive of the company through
its bankruptcy proceedings and market conditions.

According to Mr. Marcus, the lender has agreed, subject to court
approval, to a modification of the company's financing arrangement
to adjust covenants in light of the environment and the company's
current performance.  The agreement was filed with the court on
March 7, 2009.

Congoleum has taken an appeal from the order of the U.S.
Bankruptcy Court for the District of New Jersey dismissing its
bankruptcy cases.  According to Mr. Marcus, "Our attorneys are
already preparing the necessary appeal papers, and I am hopeful we
are on a path that could lead to confirmation of a plan before the
end of 2009 or early 2010. In the mean time, we remain focused on
maintaining a sound operational and financial footing, despite the
current economic conditions."

Congoleum, however, remains wary that actual results would differ
materially from expected and historical results.  According to
Congoleum, factors that could cause actual results to differ from
expectations include:

    (i) the future cost and timing of estimated asbestos
        liabilities and payments,

   (ii) the availability of insurance coverage and reimbursement
        from insurance companies that underwrote the applicable
        insurance policies for the Company for asbestos-related
        claims,

  (iii) the costs relating to the execution and implementation of
        any plan of reorganization pursued by Congoleum,

   (iv) timely reaching agreement with other creditors, or classes
        of creditors, that exist or may emerge,

    (v) satisfaction of the conditions and obligations under
        Congoleum's outstanding debt instruments,

   (vi) the response from time to time of Congoleum's and its
        controlling shareholder's, American Biltrite Inc.'s,
        lenders, customers, suppliers and other constituencies to
        the ongoing process arising from Congoleum's strategy to
        settle its asbestos liability,

  (vii) Congoleum's ability to maintain debtor-in-possession
        financing sufficient to provide it with funding that may
        be needed during the pendency of its Chapter 11 case and
        to obtain exit financing sufficient to provide it with
        funding that may be needed for its operations after
        emerging from the bankruptcy process, in each case, on
        reasonable terms,

(viii) timely obtaining sufficient creditor and court approval
        -- including the results of any relevant appeals -- of any
        reorganization plan pursued by Congoleum, and the court
        overruling any objections to the plan that may be filed,

   (ix) compliance with the United States Bankruptcy Code,
        including Section 524(g),

    (x) costs of, developments in, and the outcome of insurance
        coverage litigation pending in New Jersey state court
        involving Congoleum and certain insurers,

   (xi) the possible adoption of another party's plan of
        reorganization which may prove to be unfeasible,

  (xii) increases in raw material and energy prices or disruption
        in supply,

(xiii) increased competitive activity from companies in the
        flooring industry, some of which have greater resources
        and broader distribution channels than Congoleum,

  (xiv) increases in the costs of environmental compliance and
        remediation or the exhaustion of insurance coverage for
        such expenses,

   (xv) unfavorable developments in the national economy or in the
        housing industry in general, including developments
        arising from the war in Iraq and Afghanistan and from the
        tightening of credit availability,

  (xvi) shipment delays, depletion of inventory and increased
        production costs resulting from unforeseen disruptions of
        operations at any of Congoleum's facilities or
        distributors,

(xvii) product warranty costs,

(xviii) changes in distributors of Congoleum's products, and

  (xix) Congoleum's interests may not be the same as its
        controlling shareholder, American Biltrite Inc.

In any event, if Congoleum is not successful in obtaining
sufficient creditor and court approval of a plan of
reorganization, such failure would have a material adverse effect
upon its business, results of operations and financial condition.

                         About Congoleum

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

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

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

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

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

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


DELPHI CORP: Packard Unit to Lay Off 200 Workers in Warren, Ohio
----------------------------------------------------------------
Delphi Packard Electric will be eliminating 200 salaried workers
in its Warren, Ohio plant, effective May 1, 2009, the Tribune
Chronicle reports.  Delphi spokesperson told the Tribune
Chronicle that local management has been informed of the job
cuts.

Delphi Packard is making the decision to effectuate the lay offs
to align its business to be more competitive in the future, the
Tribune Chronicle quotes Ms. Valdez as saying.

Delphi Packard employs 1,175 salaried workers in Ohio, including
Warren, North River Road complex, Vienna, the Champion Tech
Center and Rootstown, according to the news source.  Delphi
Packard hourly workers will not be affected by the job cuts as
they have a labor agreement with the company.

                      About Delphi Corp.

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

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

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

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


DELPHI CORP: Releases Full Year/4th Qtr. 2008 Financial Results
---------------------------------------------------------------
Delphi Corp. filed its fiscal year 2008 financial results with
the U.S. Securities and Exchange Commission on March 3, 2009.

The company reported $3.037 billion in net income for the year
ended December 31, 2008.  Delphi Chief Executive Officer and
President Rodney O'Neal elaborates that the increased net income
reflects the reorganization gains related to Delphi's settlements
with General Motors Corporation of $5.687 billion recorded during
2008, including $5.332 billion related to the Amended GM-Delphi
Global Settlement Agreement and $355 million related to the GM-
Delphi Amended Master Restructuring Agreement.  Excluding the
impact of the GM settlement gains, net loss for 2008 would have
been $2.7 billion, compared to a net loss of $3.065 billion in
2007.

Loss from discontinued operations was $19 million for 2008,
compared to $757 million for 2007.  The loss from discontinued
operations for 2008 was primarily the result of an unfavorable
adjustment of $50 million for estimated proceeds to be received
for the assets-held-for sale of the Steering Business, primarily
as a result of the continued uncertainty regarding the
finalization of negotiations related to that sale.

Net cash provided by operating activities totaled $236 million
for the year ended December 31, 2008, net cash used in operating
activities totaled $289 million for the same period in 2007, and
net cash provided by operating activities totaled $9 million for
the same period in 2006.  Cash flow from operating activities
during 2008 reflects the net cash received from GM, totaling
$1.1 billion, as a result of the effectiveness of the Amended GSA
and MRA.

Mr. O'Neal avers that in 2008, Delphi's operational challenges
intensified as a result of the continued downturn in general
economic conditions, including reduced consumer spending and
confidence, high oil prices and the credit market crisis.
Through the end of the third quarter of 2008, Delphi continued to
be challenged by commodity cost increases, most notably copper,
aluminum, petroleum-based resin products, steel and steel scrap,
and fuel charges.

Mr. O'Neil relates that significant issues continue to impact
Delphi's financial performance, including:

  * a competitive global vehicle production environment for
    original equipment manufacturers resulting in the reduced
    number of motor vehicles that its customers produce annually
    and pricing pressures;

  * increasingly volatile commodity prices;

  * U.S. labor legacy liabilities and non-competitive wage and
    benefit levels; and

  * restrictive collectively bargained labor agreement
    provisions, which have inhibited Delphi's responsiveness
    to market conditions.

Specifically, Mr. O'Neal avers, Delphi's sales to GM have
declined since its spinoff from GM due to declining GM North
America production, the impact of customer-driven price
reductions, and GM's diversification of its supply base and
ongoing changes in our content per vehicle and the product mix
purchased.

In light of the current economic climate in the global automotive
industry and the global recession, Delphi believes revenue in the
first and second quarter of 2009 will be significantly lower
compared to revenue in 2008.  The Company expects its
Accommodation Agreement with its lenders and its Partial
Accelerated Payment Agreement with GM to provide it with
sufficient short-term U.S. liquidity to support its working
capital requirements and operations through May 2009.

In addition, Mr. O'Neal says, Delphi intends to meet the minimum
funding standards under Section 412 of the Bankruptcy Code with
respect to the pension plans upon emergence from Chapter 11.

A full-text copy of Delphi's Form 10-K report for the fiscal year
ended December 31, 2008, is available at the SEC at:

              http://ResearchArchives.com/t/s?3a1a

                    Delphi Corporation, et al.
             Unaudited Consolidated Balance Sheet
                     As of December 31, 2008
                        (in Millions)

                            ASSETS

Current assets:
Cash and cash equivalents                           $959
Restricted cash                                      403
Accounts receivable, net:
    General Motors and affiliates                     822
    Other customers                                 1,572
Inventories, net:                                  1,285
Other current assets                                 613
Assets held for sale                                 497
                                                 --------
   TOTAL CURRENT ASSETS                             6,151

Long-term assets:
Property, net                                      3,397
Investment in affiliates                             303
Goodwill                                              62
Other                                                393
                                                 --------
    TOTAL LONG-TERM ASSETS                          4,155
                                                 --------
TOTAL ASSETS                                      $10,306
                                                 ========

            LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Notes payable, current portion of long-term debt    $554
DIP financing                                      3,620
Accounts payable                                   1,771
Accrued liabilities                                2,171
Liabilities held for sale                            313
                                                 --------
TOTAL CURRENT LIABILITIES                          8,429

Long-term liabilities:
Other long-term debt                                  55
Employee benefit plan obligations                    552
Other                                                973
                                                 --------
TOTAL LONG-TERM LIABILITIES                        1,580

Liabilities subject to compromise                  14,583
                                                 --------
TOTAL LIABILITIES                                 24,592
                                                 --------

Minority interest                                     139
Stockholders' deficit:
Common stock                                           6
Additional paid-in capital                         2,747
Accumulated deficit                              (12,064)
Accumulated other comprehensive loss              (5,108)
Treasury stock, at cost (3.2 million shares)          (6)
                                                 --------
TOTAL STOCKHOLDERS' DEFICIT                      (14,425)
                                                 --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT       $10,306
                                                 ========


                  Delphi Corporation, et al.
        Unaudited Consolidated Statement of Operations
                  Year Ended December 31, 2008
                        (In Millions)

Net sales:
General Motors and affiliates                     $5,525
Other customers                                   12,535
                                                 --------
Total net sales                                    18,060
                                                 --------
Operating expenses:
Cost of sales                                     17,068
Gross margin                                         992
U.S. employee workforce transition program charges    78
GM settlement - MRA                                 (254)
Depreciation and amortization                        827
Long-lived asset impairment charges                   37
Goodwill impairment charges                          325
Selling general and administrative                 1,460
Securities and ERISA litigation charge                 -
                                                 --------
Total Operating Expenses                           19,451
                                                 --------
Operating loss                                     (1,481)

Interest expense                                     (437)
Loss on extinguishment of debt                        (49)
Other (expense) income, net                            69
Reorganization items                                5,147
Income tax benefit (expense)                         (166)
Minority Interest, net of tax                         (28)
Equity income (loss), net of tax                        1
Loss from discontinued operations, net of tax       3,056
Cumulative effect of accounting change, net of tax    (19)
                                                 --------
NET INCOME                                         $3,037
                                                 ========


                  Delphi Corporation, et al.
        Unaudited Consolidated Statement of Cash Flows
                  Year Ended December 31, 2008
                        (In Millions)

Cash flows from operating activities:
Net income                                        $3,037
Adjustments to reconcile net loss
to net cash provided by operating activities:
   Depreciation and amortization                      827
   Long-lived asset impairment charges                362
   Deferred income taxes                              (15)
   Pension and other postretirement benefit expenses  611
   Equity income                                       (1)
   Reorganization items                            (5,147)
   GM settlement                                     (254)
   GM warranty settlement                            (107)
   U.S. employee workforce transition prog. charges    78
   Loss on extinguishment of debt                      49
   Securities & ERISA litigation charge                 -
   Loss on liquidation/deconsolidation of investment    -
   Loss on assets held for sale,
     net of gain on sale of investment                  9
Changes in operating assets and liabilities:
   Accounts receivable, net                         1,361
   Inventories, net                                   476
   Other assets                                       245
   Accounts payable                                (1,009)
   Accrued and other long-term liabilities           (512)
   Other, net                                        (197)
U.S. employee workforce transition program
   payments, net of reimbursement by GM              (219)
Pension contributions                               (383)
Other postretirement benefit payments               (216)
Receipts (payments) for reorganization items      (1,115)
Dividends from equity investments                     11
Discontinued operations                              115
                                                 --------
Net cash used in operating activities                 236

Cash flows from investing activities:
Capital expenditures                                (797)
Proceeds from sale of non-U.S. trade bank notes      219
Proceeds from divestitures and sale of property      216
Increase in restricted cash                         (230)
Other, net                                           (37)
Discontinued operations                             (110)
                                                 --------
Net cash used in investing activities                (739)

Cash flows from financing activities:
Proceeds from amended and restated DIP facility    3,528
Proceeds from refinanced DIP facility                  -
Repayments of borrowings under DIP facility       (2,746)
Net repayments of borrowings under refinanced
  DIP facility                                          -
Repayments of borrowings under prepetition
  term loan                                             -
Repayments of borrowings under
  prepetition revolving credit facility                 -
Repayments under cash overdraft                        -
Net borrowings (repayments) under other
  debt pacts                                         (203)
Accommodation agreement issuance costs               (58)
Dividend payments of consolidated affiliates to
  minority shareholders                               (47)
Other, net                                             -
Discontinued operations                               (9)
                                                 --------
Net cash used in financing activities                 465
                                                 --------
Effect of exchange rate fluctuations on
cash & cash equivalents                              (39)
                                                 --------
Decrease in cash and cash equivalents                 (77)

Cash and cash equivalents at beginning of period   (1,036)
                                                 --------
Cash and cash equivalents at end of period           $959
                                                 ========

                2008 Fourth Quarter Financial Data

Delphi Corp. and its affiliates submitted to the Bankruptcy Court
on March 4, 2009, a consolidated operating report for the quarter
ended December 31, 2008.

The Debtors clarify that financial data on the non-debtor
entities, principally non-U.S. affiliates, are excluded from
their 2008 4th quarter financial report.

                  Delphi Corporation, et al.
                  Quarterly Operating Report
             Condensed Combined DIP Balance Sheet
                   As of December 31, 2008
                         (in millions)

ASSETS
Cash and cash equivalents                            $231
Restricted cash                                       355
Accounts receivable, net:
General Motors affiliates                             670
Other third parties                                   385
Non-Debtor affiliates                                 249
Notes receivable from non-Debtor affiliates            77
Inventories, net                                      493
Other current assets                                  204
Assets held for sale                                  333
                                                   -------
Total current assets                                 2,997

Long-term assets:
Property, net                                       1,182
Investments in affiliates                             251
Investment in non-Debtor affiliates                 1,104
Goodwill                                               37
Notes receivable from non-Debtor affiliates         1,429
Other                                                 183
                                                   -------
Total long-term assets                               4,186
                                                   -------
Total assets                                        $7,183
                                                   =======

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities not subject to compromise:
Short-term debt                                     3,635
Accounts payable                                      551
Accounts payable to non-Debtor affiliates             535
Accrued liabilities                                 1,318
Liabilities held for sale                             149
                                                   -------
Total current liabilities not subject
to compromise                                        6,188

Long-term liabilities not subject to compromise:
Long-term debt                                         20
Employee benefit plan obligations and other           736
                                                   -------
Total long-term liabilities not subject
to compromise                                          756

Liabilities subject to compromise                   14,664
                                                   -------
Total liabilities                                   21,608
                                                   -------
Stockholder's deficit:
Total stockholders' deficit                      (14,425)
                                                  -------
Total liabilities and stockholders' deficit        $7,183
                                                  =======


                  Delphi Corporation, et al.
                  Quarterly Operating Report
        Condensed Combined DIP Statement of Operations
            Three Months Ended December 31, 2008
                         (in millions)

Net sales:
General Motors and affiliates                       $864
Other customers                                      675
Non-Debtor affiliates                                 61
                                                  -------
Total net sales                                    1,600

Operating Expenses:
Cost of sales                                      1,718
U.S. Employee workforce transition prog. charges       2
GM settlement                                          -
Depreciation and amortization                         99
Long-lived asset impairment charge                     2
Goodwill impairment charge                            16
Selling, general and administrative                  207
                                                  -------
Total operating expenses                           2,044
                                                  -------
Operating loss                                       (444)

Interest expense                                    (111)
Loss on extinguishment of debt                         -
Other income, net                                    (23)
Reorganization items:
  GM settlement                                         -
  Professional fees and other, net                     (8)
Income tax expense                                   (11)
Equity income from non-consolidated
affiliates, net of tax                                 -
                                                  -------
Loss from continuing operations                      (597)

Loss from discontinued operations, net of tax         (42)

Equity income from non-Debtor affiliates, net of tax (402)
                                                  -------
Net (loss) income                                 ($1,041)
                                                  =======

                  Delphi Corporation, et al.
                  Quarterly Operating Report
         Condensed Combined DIP Statement of Cash Flows
            Three Months Ended December 31, 2008
                         (in millions)

Cash flows from operating activities:
Net cash provided by operating activities          ($397)
                                                  -------
Cash flows from investing activities:
Capital expenditures                                 (51)
Proceeds from sale of property                         8
Proceeds from divestitures                             9
Increase in restricted cash                         (305)
Return of investment from non-Debtor affiliates       (4)
other, net                                           (48)
Discontinued operations                               35
                                                  -------
  Net cash used in investing activities              (357)
                                                  -------

Cash flows from financing activities:
Net borrowings under amended and restated            (95)
DIP facility                                           2
Other                                                (58)
                                                  -------
  Net cash provided by financing activities          (151)
                                                  -------

Decrease in cash and cash equivalents                (905)
                                                  -------
Cash and cash equivalents at beginning of period    1,136
                                                  -------
Cash and cash equivalents at end of period           $231
                                                  =======

The Debtors' Quarterly Operating Report also included exhibits on
a payroll schedule, a payroll tax schedule, a schedule on other
taxes and a disbursement schedule.

A full-text copy of the Delphi Quarterly Operating Report for the
quarter ended December 2008 is available for free at:

              http://ResearchArchives.com/t/s?3a2b

                      About Delphi Corp.

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

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

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

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


DELPHI CORP: Retiree Groups Challenge Termination of OPEB
---------------------------------------------------------
An official committee of eligible salaried retirees and other non-
union salaried retirees of Delphi Corp. have taken an appeal to
the U.S. District Court for the Southern District of New York on
February 25, 2009, from Bankruptcy Judge Robert D. Drain's order
authorizing termination of Debtors' Salaried Other Post-
Retirements Benefits Program effective April 1, 2009.

The Delphi Salaried Retirees Association and other non-union
retiree groups want to the District Court to review whether the
U.S. Bankruptcy Court for the Southern District of New York
committed irreversible error in:

  -- concluding that the protections of Section 1114 do not
     apply to the Debtors' Salaried OPEB Termination Motion that
     the Debtors reserved the right to amend or modify;

  -- denying Salaried Retirees' motions to appoint an official
     Retiree Committee pursuant to Section 1114(d) where the
     Debtors sought to terminate retiree benefits pursuant to
     Section 1114(a) with less than eight weeks' notice; and

  -- authorizing the Debtors to terminate employee retiree
     benefit plans and programs that the Debtors reserved the
     right to amend or modify, where the Debtors admittedly
     failed to propose fair and equitable modifications to the
     benefit plans in accordance with Section 1114(f) prior to
     seeking to terminate those plans, in violation of Section
     1114(e).

In a separate filing, the DSRA asked the Bankruptcy Court to stay
the Salaried OPEB Order pending resolution of the Appeal.

Neil Goteiner, Esq., at Farella Braun & Martel LLP, in San
Francisco, California, said although the DSRA is asking the
District Court to expedite the Appeal, it will not be possible to
have the Appeal heard and decided before the salaried retirees'
benefits are terminated.  He said if the Bankruptcy Court refuses
to stay the OPEB Order, the DSRA will be seriously and irreparably
harmed by:

  (i) the lack of an official retirees' committee under Section
      1114(d) to represent its interests and negotiate over
      consensual modifications to the retiree benefit plans;

(ii) the inability to protect against unilateral termination of
      all benefits with very little notice as prohibited by
      Section 1114(e);

(iii) the loss of all subsidies for health and life insurance
      benefits;

(iv) the Debtors' failure to propose Section 1114(f)
      modifications to the benefit plans that are necessary, but
      less harmful to DSRA than outright termination, and fair
      and equitable within Section 1114(g); and

  (v) the risk of benefit loss, including inadvertent loss of
      benefits, because retirees are unaware their benefits will
      lapse.

Mr. Goteiner also said the stay is necessary to permit the
appointed Section 1114 Committee to have the opportunity to
negotiate some modifications of the Salaried OPEB Order with the
Debtors in return for giving up appeal rights on behalf of the
salaried retirees.

The retiree groups have opposed the Debtors' bid to terminate OPEB
without following Section 1114 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on February 26, 2009,
Judge Drain gave tentative approval on the Debtors' request after
witnesses for Delphi testified the cuts were vital to its survival
because its lenders demanded them.  The Court authorized Delphi to
terminate medical, drug, dental and vision benefits for the 15,000
retired salaried workers.  Judge Drain, however, called for the
formation of a committee representing salaried retirees and gave
the group a $200,000 budget to be paid by Delphi.

As reported by the TCR on March 3, 2009, citing Bloomberg News,
the Committee and its lawyer can search for and present evidence
to Judge Drain at a March 11 hearing on the issue of whether the
retirees already had vested health-care benefits the Court
couldn't cut off summarily.  "If [Judge] Drain decides the
benefits weren't vested, his ruling from Feb. 25 indicates Delphi
will be allowed to terminate the retirees' health benefits on
March 31.  [Judge] Drain also authorized the committee to
negotiate a settlement with Delphi," Bloomberg said.

In compliance with the Court's initial order on the Salaried OPEB
Motion, Mr. Goteiner, Esq., informed the Court that the Retiree
Committee has been engaged in discussions with the Debtors over
modifications of the Salaried OPEB Order to preserve the retirees'
effective access to a plan to preserve Health Coverage Tax Credit
eligibility in light of the need to have a benefit program that
avoids lapse of coverage and take into account the Debtors' cash
flow pressures.

According to Mr. Goteiner, the Retiree Committee has coordinated
with the objecting parties at the February 24, 2009 hearing
regarding appeal from the Salaried OPEB Order and the Retiree
Committee's right to settle any appeal timely filed by the
objecting parties in return for the Debtors' concessions for the
benefit of retirees.  He noted that the Retiree Committee has
discovered documents that illustrate vesting rights, namely the
1974, 1980 and 1985 summary plan descriptions, and other official
documents given to the Affected Retirees, including personal
benefit summaries, memoranda and life insurance letters from the
Debtors.

Mr. Goteiner maintained that the threshold issue remains on
whether the Debtors need to follow the statutory guidelines set
forth in Section 1114.  "However," he contended, "it seems the
exact scenario that Section 1114 was designed to prevent is
happening in these proceedings and the Affected Retirees are put
in a position where they have to prove the ultimate issue that
their benefits are vested before they were able to take any
meaningful discovery or avail themselves of the protections
granted under Section 1114."  He asserted that, "This scenario
represents a fundamental violation of Section 1114 and exposes
the most vulnerable group in a bankruptcy, unrepresented
retirees, to losing their retirement benefits before they ever
have a chance to defend themselves."

Mr. Goteiner stressed that based on the Summary Plan Descriptions
and other related documents, there is no doubt that the Affected
Retirees were promised lifetime benefits at GM's cost and without
any reservation of rights from 1974 until 1985, an obligation of
which the Debtors have taken over.  It was only in 1985 that GM
added the unilateral termination language, he said.

He cited that the Retiree Committee even found specific subsets
of retirees who may have separate claims to vested benefits:

   (1) GM's Frigadaire Division retirees, who were promised
       Lifetime benefits by GM and subsequently, GM's obligations
       were transferred to the Debtors;

   (2) American Axle & Manufacturing retirees, who never worked
       for the Debtors yet GM somehow transferred its obligations
       for the group to the Debtors; and

   (3) retirees who might be eligible under the February 17, 2009
       American Recovery and Reinvestment Act.  The ARRA contains
       provisions relating to Consolidated Omnibus Budget
       Reconciliation Act, including that (i) if an individual is
       terminated from employment between September 1, 2008, and
       December 31, 2009, then the COBRA premiums are capped at
       35% of the premium, and (ii) if former employees paid more
       than 35% of the COBRA premium during that time period,
       then the group plan must refund the amount the individual
       paid that exceeded the 35% cap.

The retiree groups asked the Court to revise its provisional OPEB
Order and require the Debtors to follow process set out by Section
1114.  Any revision does not pre-judge any result, Mr. Goteiner
said, but merely grants the Affected Retirees the statutory
protections entitled to them under Section 1114 and allows them a
meaningful opportunity to present a defense and to negotiate with
the Debtors to protect the retirement benefits they worked for as
employees.  "At best, the revision would allow the delay needed to
establish a national plan via a voluntary employee benefits
association to transition employees from a struggling company's
incompetence to a retiree self managed program," Mr. Goteiner
said.

Six salaried retirees also filed separate letters objecting to
the Salaried OPEB Motion:

    * Eugene P. Bovenzi
    * Debra Jean and Michael Bruce Cooley
    * Rick De Vilbiss
    * Steve Puckett
    * Margaret Marshall

      DSRA Comments on Bid to Appoint Non-Union Retiree Panel

Before the Court entered its ruling on the Debtors' Salaried OPEB
Motion, the Delphi Salaried Retirees Association conditionally
joined in the request of Paul Higgins, James Conger, Doug A.
Kittle, Joni Walls, and certain other non-union salaried retirees
of the Debtors for the appointment of an official non-union
retiree committee pursuant to Section 1114(d) of the Bankruptcy
Code.

The DSRA, however, objects to Higgins, et al.'s Motion to the
extent that:

  (i) it is the U.S. Trustee for Region 2 and not the Bankruptcy
      Court that is responsible for appointing the committee
      under Section 1114(d);

(ii) while the U.S. Trustee could be enlisted to assist in the
      committee's formation, the DSRA is an existing retiree
      organization of more than 2,200 members already mobilized
      to protect the Debtors' salaried retirees' benefits and
      represents 1/3 of the salaried retirees; and

(iii) a retiree committee should be broadly representative of
      all retirees, including those who were employed long
      enough to have received commitments for lifetime benefits.

                      About Delphi Corp.

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

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

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

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


DELPHI CORP: Seeks to Amend JPMorgan L/C Reimbursement Agreement
----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York to
enter into an amended and restated reimbursement agreement with
respect to certain letters of credit with JPMorgan Chase Bank,
N.A., as issuing bank, and providing certain protections to
JPMorgan.

The Debtors were entitled to seek the issuance of letters of
credit from the DIP Lenders and the DIP Administrative Agent,
JPMorgan, under their Second Amended and Restated DIP Credit
Agreement before December 12, 2008, or the date the DIP
Accommodation Agreement was made effective.  Upon the effectivity
of the DIP Accommodation Agreement, the Debtors could no longer
obtain additional loans or LOCs under the DIP Facilities.  They
were, however, allowed to replace or continue outstanding LOCs
that existed before December 12, 2008, when they expire for
$125 million, and those LOCs may be secured by first priority
liens on cash collateral for $135 million.  Thus, since the
Accommodation Agreement Effective Date, the Debtors have obtained
or continued LOCs from JPMorgan, as issuing bank, for use in the
ordinary course of their businesses.

The LOCs the Debtors have obtained from JPMorgan as of Dec. 12,
2008, aggregate $13.55 million, according to John Wm. Butler,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois.  Overall, the Debtors have $93 million in outstanding
LOCs under their DIP Credit Facilities, he adds.

The Debtors aver that they expect the need to obtain more LOCs
for the second quarter of 2009 and beyond.

The Debtors note that the LOCs issued by JPMorgan is subject to a
reimbursement agreement, by which the Debtors have provided cash
collateral equal to 105% of the amount of all unmatured and
contingent LOCs issued or continued as a security for their
obligations under the LOCs.  JPMorgan has also sought certain
protections that would have been available to a lender who had
issued a LOC under the DIP Credit Facilities.  In an event of
default under the DIP Credit Facilities, the automatic stay would
be modified to permit the lender to exercise remedies available.
The Debtors' LOC Facility, however, is now separate from the DIP
Credit Facilities and JPMorgan, as the issuing bank, would not
exercise remedies on behalf of the LOCs.

JPMorgan is the only bank issuing LOCs on the Debtors' behalf,
Mr. Butler clarifies.  Accordingly, to allow the Debtors to
continue to obtain LOCs, the Debtors and JPMorgan entered into an
Amended and Restated Reimbursement Agreement.

The salient terms of the Amended Reimbursement Agreement are:

  (a) Should there be an event of default under the Amended
      Reimbursement Agreement or a Future Reimbursement
      Agreement:

      -- JPMorgan would have the right to immediately exercise
         the applicable default-related remedies available under
         the agreement without having to seek relief from the
         automatic stay, provided that JPMorgan gives the
         Debtors a five-day notice before exercising any rights
         or remedies against the collateral securing the
         Debtors' obligations under the agreement; and

      -- the only argument for the Debtors to oppose the
         exercise of remedies is to dispute that an event of
         default had occurred and is continuing under the
         agreement.

  (b) Upon the occurrence of an Event of Default under the
      Amended Reimbursement Agreement, JPMorgan would be
      permitted to apply cash collateral to the payment of all
      relevant obligations.

  (c) In the event JPMorgan has foreclosed on the cash
      collateral and the aggregate amount of the LOCs issued
      under the Amended Reimbursement Agreement is reduced due
      to the expiration or termination of the LOCs, JPMorgan,
      after applying cash to the payment of drawn LOCs, will
      hold only up to 105% of the aggregate amount of the LOCs
      remaining and excess funds will be returned to the Debtors
      periodically.

  (d) As an added protection, the Debtors and JPMorgan have
      agreed to carve the Amended Reimbursement Agreement out of
      the definition of "Loan Documents" under the DIP Credit
      Facilities, thereby removing the risk of a DIP Facility
      cross-default should there be a Reimbursement Agreement
      Event of Default.

Mr. Butler elaborates that the Amended Reimbursement Agreement
and any order approving the Agreement would not affect LOCs
issued before the Accommodation Effective Date because those LOCs
were issued under the DIP Credit Facilities and JPMorgan, as DIP
Agent, can enforce the rights of the issuers of those LOCs.  To
the extent the DIP Agent agrees to permit the LOCs that were in
effect before the Accommodation Effective Date to continue beyond
their expiration dates that were in effect on the Accommodation
Effective Date, then those LOCs would become LOCs under the
Amended Reimbursement Agreement upon their extension.

Mr. Butler also clarifies that the Debtors' request will not have
any impact on the seniority or priority of liens granted under
the DIP Accommodation Agreement Order.  The LOCs in favor of
JPMorgan, aggregating $135 million, are granted first priority
liens and the LOC Cash Collateral will not be subject to the DIP
Carve Out.

Moreover, he points out, to avoid confusion of JPMorgan's role as
DIP Agent and as a LOC Issuing Bank, JPMorgan's LOC cash
collateral will be deposited in an account apart from the other
DIP Credit Facilities cash collateral.

A hearing to consider the Debtors' request has been set for
March 24, 2009.  Objections are due no later than March 17.

            Objecting Lenders Waive Rights to Appeal

Meanwhile, a group of 31 Tranche C DIP Lenders of Delphi Corp.,
Greywolf Capital Management, L.P., M.D. Sass Re/Enterprise
Portfolio Company, L.P., Calyon New York Branch, and the Ad Hoc
Group of five Tranche A & B DIP Lenders objected to Delphi and its
affiliates' request to:

   -- supplement a DIP facility refinancing order issued by the
      U.S. Bankruptcy Court for the Southern District of New York
      and

   -- enter into an Accommodation Agreement with JPMorgan Chase
      Bank, N.A., as administrative agent, and certain
      participating lenders.

The Court approved the Debtors' Accommodation Agreement Motion on
December 3, 2008.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, noted that the Objecting Lenders
have certain procedural rights with respect to the DIP
Accommodation Order, including the right to seek a stay, the
right to appeal, and the right to seek consideration.  In fact,
the Objecting Lenders have considered exercising those rights.
The Debtors, however, told the Court that they seek to avoid the
distraction and expense of defending against the exercise of any
of those appellate rights and the uncertainty of any proceedings.

After engaging in discussions with the Debtors, the Objecting
Lenders agreed to settle their objections to the Accommodation
Motion and waive their Appellate Rights.  In return, the Debtors
agreed to pay, as administrative expense, the actual costs and
reasonable expenses incurred by the Objecting Lenders in
connection with their objections to the Accommodation Motion.

Judge Robert D. Drain has approved the parties' Stipulation.

                      About Delphi Corp.

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

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

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

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


ECLIPSE AVIATION: New Eclipse & Eclipse to Submit Competing Bids
----------------------------------------------------------------
Heather Clark at The Associated Press report that New Eclipse
Acquisition LLC and Eclipse Owners Group want to acquire Eclipse
Aviation Corp.

Citing New Eclipse and Eclipse Owners, The AP relates that another
firm is interested in Eclipse Aviation's assets.

According to The AP, New Eclipse wants to relaunch production of
the Eclipse 500 in 2011, but will charge current clients for
upgrades to their jets.  The AP relates that Eclipse Owners called
New Eclipse's and the unnamed party's plans "predatory" because
they would charge owners too much money to upgrade the jets.  The
AP states that Eclipse Owners hopes to acquire assets that would
let it upgrade and service jets or to partner with an entity that
would maintain the long-term reliability of the aircraft.

Phil Friedman -- chief officer of Harlow Aerostructures who has
formed New Eclipse -- said that he had put in a tentative bid for
Eclipse Aviation before the auction in January 2009, says The AP.
According to the report, that auction was won by Eclipse
Aviation's largest shareholder.  Mr. Friedman, the report states,
said that he didn't formally bid on Eclipse Aviation after a
disagreement over how certain assets were valued.

The AP relates that Mr. Friedman proposes to sell new jets for
around $2.4 million and produce around 100 jets per year, not the
1,000 jets a year that Eclipse Aviation had proposed in its early
years.  The report quoted Mr. Friedman as saying, "Once the price
goes up, the demand will fall.  They thought the high volume would
drive the price down.  My experience is the economies of scale are
not that large."

According to The AP, Mr. Friedman said that he will present
another proposal to Eclipse Owners that he hopes will urge them to
team up.  Mr. Friedman said that New Eclipse cannot honor promises
from the previous company, The AP states.  Mr. Friedman said that
he could hire about 600 people by 2011, according the report.

The AP reports that more than 800 former Eclipse Aviation workers
have sued the Company, seeking 60 days' worth of back wages and
benefits because they were furloughed without notice.  The
lawsuit, says The AP, was filed in the federal court in Delaware
for employees furloughed on February 18, 2009, in Albuquerque,
Albany, New York, and Gainesville, Florida.

Citing Eclipse Aviation's engineering department configuration
analyst Annette Varela, The AP relates that since Eclipse Aviation
filed for Chapter 11 in November 2008, managers continued to tell
employees that funding would save the Company.  "We heard nothing
about letting us go.  They said the sale's pending, nothing about
that it wasn't going to go through," the report quoted Ms. Varela
as saying.

                     About Eclipse Aviation

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


EDUCATIONAL RESOURCES: Make and Hold Lenders' Claims Due April 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
approved on March 4, 2009, the motion of The Education Resources
Institute, Inc., for the rejection of its existing loan
origination and guaranty agreements with BAC International Credit
Corporation, CHELA Financial/USA, Inc., Citibank, Consumers Bank,
Educational Finance Group, L.L.P., Maine Educational Loan
Authority, Mellon Banak (DE) National Association, Star Bank,
N.A., United Bank and Trust Co., Young Americans Bank and Zions
First National Bank and its affiliates (collectively, the "Make
and Hold Lenders").

As per the Court's order, each Make and Hold Lender and each
successor and assign of any Make and Hold Lender is required to
file a proof of claim so that said proof of claim is actually
received on or before 5:00 p.m. Eastern Daylight Time, April 10,
2009, by the Debtor's claims agent, EPIQ Bankruptcy Solutions, LLC
at:

  a) If by first-class mail:

     TERI Claims Processing
     c/o EPIQ Bankruptcy Solutions, LLC
     FDR Station, P.O. Box 5011
     New York, NY 10150-5011

  b) If by hand delivery or overnight mail:

     EPIQ Bankruptcy Solutions, LLC
     Attn: TERI Claims Processing
     757 Third Avenue
     3rd Floor, NY 10017

                    About Education Resources

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than $17
billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540.)  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC.  Grant Thornton LLP, acts as financial advisors,
and Citigroup Global Markets Inc. acts as investment banker.  Its
Claims Agent is Epiq Bankruptcy Solutions LLC.  When the Debtor
filed for protection from its creditors, it listed estimated
assets of more that $1 billion and estimated debts of $500,000 to
$1 billion.


EMPACT MEDICAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Empact Medical Services, Inc.
                5499 Murfreesboro Road, Suite B
                Lavergne, TN 37086
                Tel: (615) 223-1777

Case Number: 09-02638

Type of Business: The Debtor offers medical services.

                  See: http://www.empactmedical.com/

Involuntary Petition Date: March 9, 2009

Court: Middle District of Tennessee (Nashville)

Petitioner's Counsel: William R. O'Bryan, Jr., Esq.
                      wobryan@millermartin.com
                      Miller & Martin, PLLC
                      1200 One Nashville PL
                      150 Fourth Ave N.
                      Nashville, TN 37219
                      Tel: (615) 244-9270
                      Fax: (615) 256-8197

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Elizabeth Gail DeBusk          money owed           $42,759
12320 Hogwood Road
Milton, TN 37118

Deborah Hailey                 money owed           $12,659
110 Deer Cv.
Oakland, TN 38060

Mike Dennison                  repairs              $22,206
1268 S. Lowry St.
Smyrna, TN 37167


EZEQUIEL ALCALA: Section 341(a) Meeting Slated for April 7
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Ezequiel Alcala Tapia's Chapter 11 case on April 7, 2009, at
2:00 p.m., at the Federal Building, 33 E. Twohig St., Room 102A,
San Angelo, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Miles, Texas, Ezequiel Alcala Tapia aka Ike Tapia
and dba Tapia Dairy and its debtors-affiliates filed for Chapter
11 protection on March 5, 2009, (Bankr. N. D. Tex. Case No.: 09-
60048 to 09-60052) Dana A. Ehrlich, Esq. represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
on $1 million to $10 million and estimated debts of $10 million to
$50 million.


FIRST AMERICANS: Accounts at Five Points Bank Frozen
----------------------------------------------------
Jean Ortiz at The Associated Press reports that First Americans
Insurance Service's accounts at Five Points Bank in Grand Island
have been frozen.

According to The AP, First Americans and its three principals are
being investigated for an alleged Ponzi scheme.  The AP states
that authorities are investigating how First Americans lost more
than $100 million.  The AP relates that Bob Craig, the attorney
for First Americans, said that his client is trying to move the
accounts to another bank and resume payments.

The AP says that First Americans must file a statement of
financial affairs to the U.S. Bankruptcy Court by March 21.  That
deadline, according to the report, has been pushed back
previously.

Mr. Craig said that First Nations Compensation Plan has been
pulled into the fray, despite its status as a viable insurance
company, halting claim payments, The AP states.  Mr. Craig,
according to the report, said that First Nations is operated out
of the same Grand Island offices as First Americans and the same
people are involved.  Citing Mr. Craig, the report says that First
Nations hasn't filed for bankruptcy.

"First Nations Compensation Plan is a viable company, and once it
straightens out this banking issue will continue to provide the
products and make the payments," The AP quoted Mr. Craig as
saying.

Grand Island, Nebraska-based First Americans Insurance Service,
Inc. -- http://www.fais.com/-- operates an insurance company.
First Americans filed for Chapter 11 bankruptcy protection on Jan.
12, 2009 (Bankr. D. Neb.  Case No. 09-40067).  Robert F. Craig,
Esq., at Robert F. Craig, P.C., assists the company in its
restructuring effort.  The company listed $1 million to
$10 million in assets and $100 million to $500 million in
liabilities.


FIRST DATA: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Greenwood Village, Colorado-based First
Data Corp. to 'B' from 'B+'.  The outlook is stable.

"Although S&P believes First Data's strong business profile and
stable historical operating performance can support higher-than-
typical leverage for the rating, the prior rating had incorporated
S&P's expectation that EBITDA growth would drive leverage below 9x
for fiscal 2009," said Standard & Poor's credit analyst Martha
Toll-Reed.  The downgrade reflects S&P's expectation that global
economic weakness will pressure First Data's revenue and EBITDA
levels, and preclude a sustained improvement in First Data's debt
protection metrics in the near term.

The ratings reflect First Data's highly leveraged capital
structure, and modest free cash flow generation following the
September 2007 LBO.  With annual revenues in excess of
$8.5 billion for the 12 months ended Sept. 30, 2008, First Data
retains what S&P believes is a leading presence in credit card and
merchant processing services, supported by high barriers to entry,
significant recurring revenues, and a broad customer base.  First
Data reported revenues of $2.2 billion in the quarter ended Sept.
30, 2008, up about 4% from the prior year.  Weakness in First
Data's financial services segment was offset by continued strength
in merchant services and good international growth.  Adjusted
EBITDA margins remained strong in the high 20% range.  The
company's debt to EBITDA ratio (adjusted for operating leases and
including holding company pay-in-kind notes) -- 9.5x as of
September 2008 -- remains very high for the rating.  EBITDA
interest coverage is less than 1.5x, and cash flow from operations
to total debt is in the low single digits.  Given the
deterioration in the economic environment since September 2008,
S&P expects that pressure on the company's revenues and operating
performance could result in moderate deterioration in credit
metrics during 2009, rather than further improvement.


FLEETWOOD ENTERPRISES: Files for Chapter 11, Closes Travel Trailer
------------------------------------------------------------------
Fleetwood Enterprises, Inc., filed voluntary Chapter 11 petitions
for itself and certain operating subsidiaries in the U.S.
Bankruptcy Court for the Central District of California in
Riverside.  The filings do not include any of the company's
foreign or non-operating entities.

Fleetwood's motor home and manufactured housing businesses will
continue to operate while the company seeks buyers for these
business units.  While Fleetwood believes it has sufficient cash
to operate its businesses in the immediate term, the company is
also in advanced discussions with its senior secured lenders for
new, debtor-in-possession financing to supplement existing working
capital.

As of Jan. 25, 2009, the company had bank cash of approximately
$23.0 million, excluding cash remaining in non-filing entities,
principally its captive insurance subsidiary.

Filing at this time preserves Fleetwood's right to revisit its
Dec. 12, 2008 Exchange Offer, in which the company issued its 14%
senior secured notes.  Under Chapter 11, the company has a 90-day
period from the Offer's effective date in which to revisit the
terms; that period will expire shortly.  Terms of the senior notes
effectively restricted the company from seeking investment in its
businesses in view of subsequent deterioration in the market.

The filing also facilitates the closing of Fleetwood's travel
trailer division, which the company has commenced.  This division
accounted for losses of $65.3 million in 2007 and $16.8 million in
2008.  The division closing affects three manufacturing facilities
and two service facilities employing approximately 675 people.
The company is also laying off an additional 65 corporate
associates.

"Although we made substantial progress in restructuring this
division and improved the product offering, current market
conditions proved too severe to continue the turnaround," stated
Elden L. Smith, Fleetwood's president and chief executive officer.
"We appreciate the past support of the travel trailer dealers and
our associates."

The bankruptcy filing follow three years of restructuring that
management undertook in the face of worsening market conditions
and, more recently, unprecedented credit restrictions affecting
both dealers and customers.  Management's actions included selling
two non-core businesses, restructuring and decentralizing
operations, reducing headcount company-wide by more than 70%, and
adding new distribution points and a modular division.  Despite
these efforts, however, management determined that a Court
reorganization would offer the best means of addressing the
company's existing debt structure and ongoing losses in travel
trailers, which cannot be supported in the current economy.

"We will use the Chapter 11 process to more rapidly restructure
our overhead, pursue potential buyers, and definitively resolve
our debt issues," Mr. Smith said. "Fleetwood is one of the most
widely recognized names in our industries, with strong market
share, an extensive dealer network and enthusiastic customer
support. As important as these assets are, we must take additional
steps in response to today's deepening economic challenges.

"We appreciate the support of our loyal dealers and customers. We
want to assure them that we intend to continue doing business in
motor homes and manufactured housing while we complete the
processes before us. We will work with our dealers to support the
continued sales of Fleetwood motor homes and manufactured homes."

Mr. Smith went on to say that "The RV industry has sound long-term
prospects, as RVers remain faithful to the lifestyle, and we
anticipate a strong rebound when the financing environment
stabilizes and consumer confidence improves. In our manufactured
housing business, we see growth opportunities that arise from
positive demographic trends, the growing need for affordable
housing in this country, and commercial modular applications,
particularly for the military which represents an important
segment of our market. We will be able to compete more effectively
now that financing advantages of site-built homes over
manufactured homes have narrowed. We are taking steps to ensure
our businesses will be ready when the current markets turn up
again."

Fleetwood has filed first-day motions that ask the Court to
approve, among other things, payment of employee wage and benefit
charges that were incurred before the petition was filed, and the
continuation of certain sales incentive programs, warranty
service, cash collateral, and cash management systems. The company
is working with its largest national lender, Bank of America, to
continue to provide competitive RV dealer and consumer financing
during the reorganization period.

"The vast majority of our suppliers and dealers should see no
disruption in our business," Mr. Smith emphasized. "We will
continue to support our current and future product development and
manufacturing."

The company's consolidated balance sheet as of Oct. 26. 2008,
showed assets of $558.3 million and liabilities of $518.0 million.
For the last fiscal year, the company showed annual revenues of
approximately $1.7 billion. At the time of the filing, there were
no defaults and no outstanding borrowings on the company's secured
credit facility other than $61.7 million of undrawn letters of
credit to support the company's performance of certain contracts
and obligations. In addition, the company had structured debt
consisting of $81.4 million in aggregate principal amount of the
14% senior secured notes and $151.3 million of 6% trust preferred
securities, respectively.

The company expects to incorporate the impact of the filing on its
fiscal third quarter results and file its Form 10Q as soon as it
is completed.

Fleetwood is being advised by its legal counsel, Gibson Dunn &
Crutcher LLP; its investment banker, Greenhill & Co., LLC; and its
financial advisor, FTI Consulting, Inc.

Founded in 1950, Fleetwood Enterprises, Inc. (FLTW) --
http://www.fleetwood.com/-- and its various subsidiaries produce,
distribute, and service recreational vehicles and manufactured
housing.  Fleetwood continues to employ more than 3,000 people in
15 plants located in 10 states.  Fleetwood's products are
primarily marketed through extensive independent dealer networks
throughout the United States and Canada.  The company is
headquartered in Riverside, Calif.


FLEETWOOD ENTERPRISES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Fleetwood Enterprises, Inc.
        3125 Myers Street
        Riverside, CA 92513
        Tel: (951) 351-3500

Bankruptcy Case No.: 09-14254

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fleetwood Holdings Inc.                            09-14255
Continental Lumber Products, Inc.                  09-14262
Fleetwood General Partner of Texas, Inc.           09-14268
Fleetwod Home Centers of Nevada                    09-14272
Fleetwood Home Centers of Texas, Inc.              09-14277
Fleetwood Homes Investment, Inc.                   09-14282
Fleetwood Homes of Arizona, Inc.                   09-14293
Fleetwood Homes of California, Inc.                09-14314
Fleetwood Homes of Florida, Inc.                   09-14319
Fleetwood Homes of Georgia, Inc.                   09-14321
Fleetwood Homes of Idaho, Inc.                     09-14322
Kings Holdings                                     09-14323
Fleetwood Homes of Indiana, Inc.                   09-14325
Fleetwood Homes of Kentucky, Inc.                  09-14327
Fleetwood Homes of Mississippi, Inc.               09-14330
Fleetwood Homes of North Carolina, Inc.            09-14334
Fleetwood Homes of Oregon, Inc.                    09-14337
Fleetwood Homes of Pennsylvania, Inc.              09-14346

Type of Business: The Debtors produce recreational vehicles and
                  manufactured homes.  The Debtors have about
                  9,000 associates working in facilities
                  strategically located throughout the nation.

                  See: http://www.fleetwood.com

Chapter 11 Petition Date: March 10, 2009

Court: Central District Of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Craig Millet, Esq.
                  cmillet@gibsondunn.com
                  Gibson, Dunn & Crutcher LLP
                  4 Park Plaza #1400
                  Irvine, CA 92614
                  Tel: (949) 451-3986
                  Fax: (949) 475-4651

Auditor: Ernst & Young LLP

Consultant FTI Consulting Inc.

Financial Advisor: Greenhill & Co. LLC

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of America                Letters of Credit $62,191,000
Attn: Todd Eggertsen
55 S. Lake Avenue, Suite 900
Pasadena CA, 91101
Tel: (626) 584-4520

Caspian Capital Management     6% Convertible    $32,425,550
LCC                            Trust Preferred
Attn: Benoit Jacquin           Securities
745 Fifth Avenue
28th Floor
New York, NY 10151
Tel: (212) 692-2052
Fax: (212) 867-9328

Angelo, Gordon & Co., LP       6% Convertible     $20,000,000
Attn: Todd Arden               Trust Preferred
245 Park Avenue                Securities
28th Floor
New York, NY 10167
Tel: (775) 832-6250
Fax: (773) 832-6266

Zazove Associates, LLC          6% Convertible    $12,970,200
Attn: Gene T. Pretti            Trust Preferred
1001 Tahoe Boulevard            Securities
Incline Village, NV 89451

Riva Ridge Capital Management   6% Convertible    $9,000,000
55 5th Avenue                   Trust Preferred
New York, NY 10003              Securities
Tel: (212) 206-0144

Goldman Sachs & Company, Inc.   6% Convertible    $8,268,900
Attn: Michelle Breyer           Trust Preferred
One New York Plaza              Securities
New York, NY 10004
Tel: (212) 357-5501
Fax: (212)357-1100

Ctfs - Citrus Park LLC          Operating Leases  $6,608,718
Attn: Linda Weber
18012 Sky Park Circle
Suite 200
Irvine, CA 92614-6429
Tel: (949) 798-8100
Fax: (949) 798-5904

Gabriel Capital, LP             6% Convertible    $5,250,000
Attn: Michael Autera            Trust Preferred
450 Park Avenue                 Securities
32nd Floor
New York, NY 10022
Tel: (212) 838-7200
Fax: (212) 838-9603

Morgan Stanley & Co             6% Convertible    $5,250,000
Attn: James Kemeny              Trust Preferred
1585 Broadway                   Securities
New York, NY 10036
Tel: (212) 761-1536
Fax: (212) 761-0086

UMB Investment Advisors         6% Convertible    $4,898,000
Attn: Gregory Jerzyk            Trust Preferred
1010 Grand Boulevard            Securities
Kansas City, MO 64106
Tel: (816) 860-7000
Fax: (816) 860-4642

Pershing Inc                    6% Convertible    $4,882,250
Attn: Deniss Wallestad          Trust Preferred
One Pershing Plaza              Securities
Jersey City, NJ 07399
Tel: (201) 413-2000
Fax: (201) 413-0934

Mellon Bank                     6% Convertible    $4,500,000
500 Grant Street                Trust Preferred
Pittsburgh, PA 15219            Securities
Tel: (412) 234-5000
Fax: (412) 234-4025

Oppenheimer & Co. Inc.          6% Convertible    $3,504,050
125 Broad Street                Trust Preferred
14th Floor                      Securities
New York, NY 10004
Tel: (212) 668-8000
Fax: (212) 943-8278

Oaktree Capital Management LLC  6% Convertible    $3,500,000
Attn: George Leiva              Trust Preferred
333 South Grand Avenue          Securities
28th Floor
Los Angeles, CA 90071
Tel: (213) 830-6433
Fax: (213) 830-6393

Royce & Associates LLC          6% Convertible    $3,500,000
Attn: Charles Royce             Trust Preferred
1414 Avenue of Americas         Securities
New York, NY 10019
Tel: (212) 486-1445
Fax: (212) 752-8875

Raven Investment Company        6% Convertible    $2,625,000
Limited                         Trust Preferred
21 Dai Fu Street Tai            Securities
Po Industrial Estate
New Territories
Honk Kong

Jefferies & Company, Inc.       6% Convertible    $2,565,000
Attn: Robert Schenosky          Trust Preferred
520 Madison Avenue              Securities
12th Floor
New York, NY 10022
Tel: (212) 284-2120
Fax: (212) 284-2111

Parque Industrial El Dorado     Guarantee         $2,500,000
S.A.De C.V.
Attn: Jose Luis Faus Sotelo
10.5 de la Carretera
a San Luis Rio Colorado
Mexacali Baja California
Mexico
Tel: (760) 690-1328
Fax: 011-686-842-71-42

Loeb Partners Corp              6% Convertible    $2,500,000
Attn: Frederick Fruitman        Trust Preferred
61 Broadway 2400                Securities
New York, NY 10006
Tel: (212) 483-7060
Fax: (212) 425-7090

GAMCO Investors, Inc.           6% Convertible    $1,932,500
Attn: William Selby             Trust Preferred
One Corporate Center 401        Securities
Theodore Fremd Avenue
Rye, NY 10580
Tel: (914) 921-5010
Fax: (914) 921-5392

The petition was signed by Andrew M. Griffiths, senior vice
president and chief financial officer.


FLYING J: Has $10 Million Loan for Pipeline Operations
------------------------------------------------------
Flying J Inc. received from the U.S. Bankruptcy Court for the
District of Delaware final approval of a $10 million revolving
credit financing from Merrill Lynch Commodities Inc.

According to Bloomberg's Bill Rochelle, Flying J will use the
proceeds to buy product enabling its pipeline subsidiary to
operate.  The Debtor is seeking out a buyer for the Longhorn
pipeline running 700 miles from Houston to El Paso, Texas.  Flying
J acquired the pipeline in August 2006.

Another Bloomberg report said that Flying J won permission to use
cash, reserved as collateral for lenders, to help sell the
pipeline.  Bloomberg's Steven Church said that Judge Mary Walrath
approved the request after lenders who helped finance the pipeline
withdrew their objections, saying they hoped a quick sale would
make their concerns moot, Bloomberg reported.

The Bloomberg report added that the company wants a partner or a
buyer for its non-operating refinery in Bakersfield, California,
owned by affiliate Big West Oil LLC.

                          About Flying J

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operate an oil company with operations
in the field of exploration and refining of petroleum products.
The Debtors engage in online banking, card processing, truck
and trailer leasing, and payroll services.  The Debtors also
operate about 200 travel plazas in 41 states and six Canadian
provinces.  The company and six of its affiliates filed for
Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead Case
No. 08-13384).  Kirkland & Ellis LLP represents the Debtors' in
their restructuring efforts and Young, Conaway, Stargatt & Taylor
LLP as their Delaware Counsel.  The Debtors proposed The
Blackstone Group LP as financial advisor and Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from its creditors, they listed assets more than
$1 billion and debts between $100 million to $500 million.


FOAMEX INT'L: Creditors Committee Wants Documents Produced
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Foamex
International, Inc., et. al, asks the U.S. Bankruptcy Court for
the District of Delaware to authorize the examination of the
Debtors and to order the Debtor to produce certain documents and
information, pursuant to Bankruptcy Rule 2004 and Local Rule 2004-
I.

The Committee says that the Debtors have failed to respond to its
requests for the production of information and documents which it
needs to facilitate its review and evaluation and reasonableness
of the relief sought through the Debtors' "first day" motions
filed in the Chapter 11 cases.

The Committee tells the Court that it was compelled to file this
discovery request due to the March 16th final hearing date on the
aforementioned first day motions and the Committee's March 11,
2009 objection deadline.

A full-text copy of the list of documents being requested from
Debtor is available at:

    http://bankrupt.com/misc/FoamexInt'l.DocumentRequests.pdf

                   About Foamex International

Foamex International Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces polyurethane foam-based
solutions and specialty comfort products.  The company services
the bedding, furniture, carpet cushion and automotive markets and
also manufactures high-performance polymers for diverse
applications in the industrial, aerospace, defense, electronics
and computer industries.

The company and eight affiliates first filed for chapter 11
protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  On February 2, 2007, the U.S. Bankruptcy Court
for the District of Delaware confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan became effective and the
company emerged from chapter 11 bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the Jan. 21 grace periods on the Company's $325 million first-lien
term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer in New
York; and Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at
Cozen O'Connor, in Wilmington, Delaware, serve as bankruptcy
counsel.  Investment Banker is Houlihan Lokey; accountant is
McGladrey & Pullen LLP, and claims and noticing agent is Epiq
Bankruptcy Solutions LLC.  As of September 28, 2008, the Debtors
had $363,821,000 in total assets, and $379,710,000 in total debts.


FOAMEX INT'L: Section 341 Meeting Scheduled for April 2, 2009
-------------------------------------------------------------
The first meeting of creditors in Foamex International Inc. and
its debtor-affiliates' bankruptcy cases will be held on April 2,
2009, at 2:00 p.m. (ET), at the 2nd Floor, Room 2112, J. Caleb
Boggs Federal Building, 844 North King Street, in Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

                   About Foamex International

Foamex International Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces polyurethane foam-based
solutions and specialty comfort products.  The company services
the bedding, furniture, carpet cushion and automotive markets and
also manufactures high-performance polymers for diverse
applications in the industrial, aerospace, defense, electronics
and computer industries.

The company and eight affiliates first filed for chapter 11
protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  On February 2, 2007, the U.S. Bankruptcy Court
for the District of Delaware confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan became effective and the
company emerged from chapter 11 bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the Jan. 21 grace periods on the Company's $325 million first-lien
term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer in New
York; and Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at
Cozen O'Connor, in Wilmington, Delaware, serve as bankruptcy
counsel.  Investment Banker is Houlihan Lokey; accountant is
McGladrey & Pullen LLP, and claims and noticing agent is Epiq
Bankruptcy Solutions LLC.  As of September 28, 2008, the Debtors
had $363,821,000 in total assets, and $379,710,000 in total debts.


FRIEDMAN'S INC: Solicits Unsecured Creditors' Votes for Plan
------------------------------------------------------------
Friedman's Inc. and Crescent Jewelers took the next step toward
concluding their successful liquidations on Tuesday when they
began soliciting the votes of more than 7,000 unsecured creditors
in support of their joint chapter 11 plan of liquidation.  In
addition, large ads were published Tuesday in USA Today and
Women's Wear Daily notifying creditors of their projected
recoveries and the upcoming confirmation hearing on the joint
plan.

The disclosure statement that accompanies the joint plan estimates
a distribution of 31.6% to Friedman's unsecured creditors and
22.6% to Crescent's, with likely initial distributions in May of
this year of 22.6% and 22.3%.  Significant distributions to
creditors were not always anticipated.  When the debtors' auction
process broke down in April 2008, less than three months after
these cases had been commenced, administrative insolvency, which
would have left nothing for creditors, seemed inevitable.  But
Friedman's and Crescent abandoned the auction process and
liquidated themselves at the urging of the Creditors' Committee,
and their choice has been vindicated.  The disclosure statement
filed in December 2008 projected recoveries to unsecured creditors
of 29.5% and 21.5%, respectively, and even those projected
recoveries have grown recently as the results of ongoing asset
recoveries and claims objections exceed expectations.

Lee E. Buchwald, President of Buchwald Capital Advisors LLC and
the Debtors' CEO, President, and sole Director, attributes the
unanticipated significant recoveries to several factors, including
the efforts of Moses & Singer, counsel to the Creditors'
Committee, in negotiating a global settlement with Harbinger, the
Debtors' private equity sponsor; the recommendation of Consensus
Advisors, financial advisor to the Creditors' Committee, to have a
self liquidation instead of selling the assets to a liquidator
when the auction broke down; the successful liquidation of assets
under the supervision of Mr. Buchwald, Steve Moore, the Debtors'
then-CRO, and a dedicated management team; and the efforts of
Stevens & Lee, Debtors' counsel brought in by Mr. Buchwald, who
were instrumental in guiding the Debtors during the critical
phases of the asset disposition and plan negotiation process.

According to Mr. Buchwald, the timetable for plan confirmation
provides an April 7 deadline for unsecured creditors to vote on
the joint plan, with a confirmation hearing to be held in the
United States Bankruptcy Court for the District of Delaware on
April 20.  The plan trusts which will be established under the
joint plan to administer the remaining assets and make
distributions to creditors will be established in early May with
Mr. Buchwald as plan trustee, and unsecured creditors can expect
to receive their initial distributions by mid-May.

                     About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- prior to the filing of
their bankruptcy cases, comprised a leading specialty jewelry
retail company.

On Jan. 14, 2005, Friedman's and eight of its affiliates filed for
Chapter 11 in the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On Nov. 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on Dec. 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On July 13, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization.

On July 28, 2006, Friedman's acquired Crescent's equity in
Crescent's own chapter 11 bankruptcy case in California.  Crescent
became a wholly owned subsidiary of Friedman's.

On Jan. 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitioners were Rosy Blue, Inc.; Rosy Blue
Jewelry Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.;
and Paul Winston-Eurostar LLC.

As of commencement of these cases, Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.
Friedman's and Crescent Jewelers filed for chapter 11 protection
on Jan. 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Debtors were originally represented by Athanasios E.
Agelakopoulos, Esq., and Paul M. Rosenblatt, Esq., at Kilpatrick
Stockton LLP; Chun I. Jang, Esq., Jason M. Madron, Esq., Mark D.
Collins, Esq., and Michael Joseph Merchant, Esq., at Richards,
Layton & Finger, P.A.  On June 2, 2008, the Court entered orders
allowing Kilpatrick Stockton LLP and Richards, Layton & Finger,
P.A. to withdraw as bankruptcy counsel to the Debtors, and the
Court subsequently authorized the Debtors to retain Stevens & Lee,
P.C. as general bankruptcy counsel.

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, serve as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc. as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr. as Chief
Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases is represented by Christopher J. Caruso, Esq., Alan
Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer LLP in
New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

As of Dec. 28, 2007, the Debtors listed total assets of
$245,787,000 and total liabilities of $171,877,000.


FRONTIER AIRLINES: Dallas Airport, et al., Defend Claims
--------------------------------------------------------
Various parties that filed claims in the bankruptcy cases of
Frontier Airlines, Inc., and its affiliates challenge the Debtors'
objection to their claims.

Dallas Fort Worth International Airport Board, the operator of
the international airport located in the Dallas/FortWorth area of
Texas, filed a claim in November 2008 for $339,479 against
Frontier Airlines, Inc.

Sabre, Inc., filed its claim for $695,174 in October 2008.

To the extent the Debtors asserted the reassignment of DFWIAB's
and Sabre's Claims to the Debtors' Case No. 08-11297, the
Claimants do not oppose the Debtors' Objection.  They, however,
object to any alteration in the amount or nature of their Claims.

To address the Debtors' contention that their claims lack
sufficient documentation, Servisair USA Inc., formerly known as
Penauille USA Servisair, Inc., and Jett Care ATL, LLC, provided
the Court with specific invoice numbers and additional details
relating to their claims.

Servisair's Claim No. 1135 totaling $1,480,688 -- comprised of
(i) $126,917 as a priority claim and (ii) $1,353,771 as an
unsecured claim -- arose from costs relating to the de-icing of
Frontier's aircraft at Denver International Airport, ground
handling at Dallas-Fort Worth International Airport and Houston
International Airport, and related service fees.

Jett Care also reflected in its response the corrected amounts
with respect to these Claims, on account of on-call maintenance
checks and service checks:

  Claim No.             Claim Amount
  ---------             ------------
     207                  $23,482
     625                   22,507

Best Western Ramkota Hotel in Rapid City, South Dakota, contends
that its claim against the Debtors for $17,282 is valid.  The
Claim accounts for a contract with Frontier's subsidiary Lynx
Aviation, in relation to a four-room accommodation for their
flight crews for 12 months.

Sun Microsystems, Inc. notified the Court and parties-in-interest
that it has withdrawn with prejudice, its Claim No. 318 for
$28,358.  The Debtors disputed Claim No. 318 because it has been
amended and superseded by a later-filed claim.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FRONTIER AIRLINES: Rejects Deals With Sprint Solutions & Qwest
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Frontier Airlines
Holdings, Inc., and its debtor-affiliates to reject their Custom
Service Agreement, as amended, with Sprint Solutions, Inc., as of
February 20, 2009.

To the extent provided in Section 362 of the Bankruptcy Code and
without further order of the Court, all counterparties to the
Rejected Agreement are prohibited from setting off or otherwise
utilizing any amounts deposited by the Debtors with the
counterparty as a security deposit or pursuant to another similar
arrangement.

The Debtors have also filed a certificate of no objection to
their Rejection Notice.

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 Qwest CPE Master Agreement, as amended, with Qwest
Interprise America, Inc., as of March 6, 2009.

Objections to the Rejection Notice, if any, must be filed by
March 16, 2009.  Absent any objections, the Agreement will be
deemed rejected pursuant to Section 365(a) of the Bankruptcy
Code.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FRONTIER AIRLINES: Salient Terms of $40MM Republic Airways Loan
---------------------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
authorize them to enter into, and perform under:

  (1) an Amended and Restated DIP Credit Facility among the
      Debtors as borrowers, and Republic Airways Holdings, Inc.,
      as DIP lender; and

  (2) a settlement agreement, as contained in the Term Sheet
      among the Debtors, Republic Airways and Republic Airlines,
      which provides for the allowance of two unsecured claims
      by Republic Airlines, each in the amount of $150,000,000.

As reported by the Troubled Company Reporter, Frontier Airlines
received on March 4, 2009, a firm commitment for $40,000,000 in
postpetition debtor-in-possession financing from Republic Airways,
an airline holding company based in Indianapolis, Indiana.

The Court permitted the Debtors in September 2008, to obtain a
secured superpriority DIP credit financing of up to $75,000,000 on
a final basis, from a lender group of three major creditors,
consisting of Republic Airways, Credit Suisse Securities (USA)
LLC, and AQR Capital, LLC, with Wells Fargo Bank Northwest,
National Association, as the administrative and collateral agent
for the Lenders.

Frontier has received a total of $30 million in DIP funding from
Republic, as well as Credit Suisse Securities and AQR Capital, in
August 2008.

"Republic Airways has offered to step into the shoes of the
Lender Group and provide continued DIP financing through
December 1, 2009, on improved terms as compared to the Existing
DIP Credit Facility, including an additional $10 million
commitment, lower interest rates and a lower fee," Marshall S.
Huebner, Esq., at Davis Polk & Wardwell, in New York, said.

"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," Sean Menke, Frontier President and Chief Executive
Officer, said in a Company statement.

"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," Mr. Menke
added.

Republic President and Chief Executive Officer Bryan Bedford
commended the employees and management team at Frontier "for
their comprehensive efforts to restructure their airline amid
very difficult economic circumstances."

"We believe Frontier is on the right path to emerge from
bankruptcy this summer as a very efficient, low-cost airline,"
Mr. Bedford said.

                Terms of the New DIP Facility

According to Mr. Huebner, the terms of the Amended and Restated
DIP Credit Facility are more favorable to the Debtors than were
the terms of the Existing DIP Credit Facility.  Moreover, the
Existing DIP Credit Facility matures on April 1, 2009, making its
replacement imminent and necessary.

Certain of the principal differences between the New and Existing
DIP Credit Facilities include:

                  Existing DIP              Amended and Restated
Term             Credit Facility           DIP Credit Facility
----             ---------------           --------------------
DIP Lender(s)    Republic Airways          Republic Airways
                  Holdings, Inc.;           Holdings, Inc.
                  Credit Suisse, Cayman
                  Islands Branch; AQR
                  Capital, LLC; CNH
                  Partners, LLC; CNH
                  Diversified
                  Opportunities Master
                  Account, L.P.; and
                  their permitted assigns

Outside          April 1, 2009             December 1, 2009
Maturity Date

Loan Amount      $30,000,000               $40,000,000

Minimum          $15,000,000               $20,000,000
Unrestricted
Cash on Hand

Interest Rate    Either (1) 14.00% is      Either (i) 13.00%
                  paid in cash, or (ii)     if paid in cash, or
                  16.00% if paid in kind    (ii) 15.00% if paid
                                            in kind

Negative
Covenants        N/A                       Permits the
                                            Disposition of up to
                                            Four A318 aircraft
                                            and retention of up
                                            to $1.2 million of
                                            proceeds

                                            Permits the
                                            Borrowers to enter
                                            into operating
                                            leases for up to
                                            four additional A320
                                            aircraft.

                                            Permits the
                                            Borrowers to acquire
                                            up to three Q400
                                            aircraft.

                                            Permits the sale or
                                            leaseback of Q400
                                            engines, subject to
                                            applying 50% of the
                                            net cash proceeds to
                                            prepay outstanding
                                            Loans.

Prepayment Fee   1%                        0%

Commitment Fee   $1,500,000                $1,000,000

Carve-Out        $18,000,000               $13,000,000

Mandatory        50% of the net cash       75% of the net cash
Prepayment       proceeds of the sale      proceeds of the sale
                  of aircraft, spare        of aircraft, spare
                  parts and certain other   parts and certain
                  assets required to be     other assets
                  applied to prepay the     required to be
                  loans                     applied to prepay
                                            the loans

Conditions       N/A                       Payment of the
                                            Commitment Fee.

                                            Payment of PIK
                                            interest accrued
                                            through closing
                                            date.

                                            Payment of fees and
                                            expenses, capped at
                                            $125,000.

Mr. Huebner maintained that the liquidity provided under the
Amended and Restated DIP Credit Facility will enable the Debtors
to pay their employees, vendors and suppliers and operate their
businesses.  Moreover, the availability of credit under the
Amended and Restated DIP Credit Facility will provide customers,
vendors, suppliers and other parties with confidence in the
Debtors that will enable and encourage them to continue and
resume ongoing relationships with the Debtors.

Accordingly, the implementation of the Amended and Restated DIP
Credit Facility will preserve and enhance the value of the
Debtors' assets and enterprise for the benefit of all parties-in-
interest.  It will also be viewed favorably by the Debtors'
employees and outside parties and thereby help promote the
Debtors' successful reorganization, Mr. Huebner contended.

Mr. Huebner noted that the costs associated with the Amended and
Restated DIP Credit Facility are appropriate and consistent with
market rates, including the Commitment Fee of $1,000,000 and a
commitment to reimburse Republic Airways' fees and expenses in an
amount not to exceed $125,000.

The Amended and Restated DIP Credit Facility has been extended in
express reliance upon the protections offered by, and should be
entitled to the full protection of Section 364(e) of the
Bankruptcy Code, he added.

            Republic Airlines Claims Settlement

In May 2008, Republic Airlines filed Claim Nos. 1373 and 1374
against the Debtors, each asserting $215,137,197, pursuant to the
Debtors' rejection of Airline Services Agreement 2007 with
Republic Airlines and Republic Airways as of June 22, 2008.  As a
condition precedent to Republic Airways' agreement to provide
Frontier with needed DIP financing, the Debtors seek to settle
Republic Airlines' Claims.

Specifically, the Debtors, Republic Airways and Republic Airlines
ask the Court to approve these terms under the Claims Settlement,
in accordance with Section 502(b) of the Bankruptcy Code:

  (a) Republic Airlines will have allowed prepetition, general,
      non-priority unsecured claims against the Debtors each in
      the amount of $150,000,000, provided that Republic
      Airlines agrees that its damages equal $150,000,000 in the
      aggregate and will not be entitled to recover more than
      $150,000,000 of value on account of the Allowed Claims.

  (b) The Debtors will waive and release any and all their
      counterclaims or defenses against Republic Airlines; and

  (c) Republic Airlines and Republic Airways have agreed that
      except for the Allowed Claims, Republic Airlines and its
      affiliates will not have any claim or cause of action
      against the Debtors, arising out of or relating to the
      Airline Services Agreement or any related agreement.

Mr. Huebner informed Judge Drain that the terms of the Amended
and Restated DIP Facility have gained the approval of the
Statutory Committee of Unsecured Creditors, which actively and
constructively participated in negotiations with Republic
Airways.

A full-text copy of the Term Sheet governing the Amended and
Restated DIP Financing is available for at no charge at:

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

Objections to the Debtors' request, if any, must be filed by
March 20, 2009.  The Court will convene a hearing on March 20 to
consider approval of the DIP Motion.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

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


FULL HOUSE: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Full House Enterprises LP
        1954 Placentia Ave., Ste. 109
        Costa Mesa, CA 92627

Bankruptcy Case No.: 09-11952

Type of Business: The Debtor offers miscellaneous personal
                  services.

Chapter 11 Petition Date: March 9, 2009

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Anne Wells, Esq.
                  wellsanne@earthlink.net
                  Futter-Wells PC
                  2463 Ashland Avenue
                  Santa Monica, CA 90405
                  Tel: (310) 450-6857
                  Fax: (310) 450-9106

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of America                trade debt        $31,109
PO Box 851001
Dallas, TX 75285
Tel: (800) 626-2558

McKay Roofing                  trade debt        $8,290
PO Box 600221
San Diego, CA 92160
Tel: (619) 258-7888

Manatt Phelps                  legal services    $3,000
695 Town Center 14th floor
Costa Mesa, CA 92626

Andersen Air Conditioning      trade debt        $1,808

Spruce Facilities Management   trade debt        $1,605

Prestige Property Serv.        trade debt        $1,497

Lon T. Stephens                legal services    $1,000

Mark Marrow                    trade debt        $950

Greater San Diego Air          trade debt        $737

Vortex                         trade debt        $549

Pacific Crest Electric         trade debt        $356

Rancho Vista Landscaping Inc.  trade debt        $300

Tri-City Patrol                trade debt        $330

Easterday Building Maintenance trade debt        $287

Ware Disposal                  trade debt        $234

Westcon Elevator               trade debt        $125

Moonlight Services             trade debt        $80

The petition was signed by David Arnold, managing member.


G.I. JOE'S: Receives Interim Approval to Access DIP Financing
-------------------------------------------------------------
G.I. Joe's Holding Corporation and G.I. Joe's Inc. obtained
interim approval from the U.S. Bankruptcy Court for the District
of Delaware to:

   a) obtain credit and incur debt from Wells Fargo Retail
      Finance, LLC up to an aggregate committed amount of
      $51,210,577, for a period until the date of the further
      interim hearing, including the partial roll-up of the
      outstanding balance of the prepetition facility, secured by
      first priority, valid, priming, perfected and enforceable
      liens on property of the Debtors' estate, subject only to
      permitted prior liens, and with priority, over all other
      administrative expenses;

   b) establish the financing arrangement, including partial
      roll-up of the outstanding balance of the prepetition
      facility with Wells Fargo Retail Finance, LLC, as
      administrative agent and collateral agent, and the
      revolving credit lenders and incur DIP obligations;

   c) use the proceeds of the DIP facility solely for (a) working
      capital and general corporate purposes; (b) payment of
      costs of administration of these cases; (c) upon entry of
      this interim order, all prepetition letters of credit
      issued under the perpetition financing agreements will be
      deemed issued under the DIP financing agreement; and (d)
      payment in full of the prepetition debt in accordance with
      the terms of this interim order and the DIP financing
      agreements.

WFRF and the Debtors are party to the prepetition revolving loans
dated as of Feb 1, 2007.   As of the petition date, G.I. Opco was
indebted under the prepetition senior financing agreements (a)
pursuant to the prepetition revolving loans in the approximate
principal amount of $47,269,149, plus letters of credit in the
approximate amount of $108,000; and (b) pursuant to the
prepetition term loans in the approximate principal amount of
$1,210,577; plus interest accrued and accruing, costs, expenses,
fees, other legal charges and other obligations, including,
without limitation, on account of cash management, credit card,
depository, investment, hedging and other banking or financial
services.  The Debtors 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 Debtors' assets.

Salient terms of the DIP financing agreement are:

Borrower:          G.I. Joe's Inc.

DIP Lender:        Wells Fargo Retail Finance, LLC

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

Security:          Subject to the Carve-Out and permitted prior
                   liens (i) the DIP financing agreement and (ii)
                   all other obligations under or in respect of
                   the DIP financing agreement will be entitled
                   to (a) super priority claims status and (b)
                   will be secured by (i) a first priority
                   perfected security interest in all of the
                   existing and after acquired real and personal,
                   tangible and intangible assets of G.I. Opco,
                   with priority over all other liens except any
                   liens otherwise permitted by the prepetition
                   financing agreements.

Carve-Out:         (a) allowed administrative expenses, and (b)
                   allowed reasonable fees and expenses of
                   attorneys and financial advisors employed by
                   the Debtors up to an aggregate amount not to
                   exceed the sum of (i) $675,000; (ii) any
                   additional amounts for fees and expenses for
                   case professionals in any supplemental budget
                   for the two week period beyond April 3, 2009,
                   as agreed to be the DIP agent, in an aggregate
                   amount not to exceed $62,500 per week; (iii)
                   any additional amounts as subsequently agreed
                   to be the Debtors, the case professionals and
                   the DIP agent; and (iv) the IB success fee,
                   provided that the fees and expenses are
                   approved by this Court, or the lesser amount
                   as so approved.

Interest:          A fluctuating rate per annum equal to the Base
                   Rate plus (a) 2.25% for the DIP revolver, and
                  (b) 2.75% of the DIP Term Loan.

Default Rate
Interest:          2.00% over the applicable Interest Rate

Ratification and
Amendment Fees:    $450,000, full earned and payable to the DIP
                   Lender on the termination date subject to
                   reduction.

Maturity:          The earlier to occur of: (a) the revolving
                   credit maturity date; or (b) the termination
                   date, which includes, among other things, the
                   closing of a transaction; or (c) the
                   occurrence and continuance of an event of
                   default under DIP financing agreement.

The DIP agreement contains customary and appropriate events of
default.

The DIP agent was granted first priority priming, valid, perfected
and enforceable liens, subject only to Carve-Out and the permitted
prior liens, upon all of the Debtors' real and personal property
except for avoidance actions.

The DIP agent was also granted superiority administrative claim
status in respect of all DIP obligations, subject to the Carve-
Out.

A full-text copy of the Debtors' debtor-in-possession credit,
guaranty and security agreement dated March 4, 2009, is included
as Exhibit A (page 25) of the DIP motion, and is available for
free at: http://bankrupt.com/misc/GIJoes_DIP_motion.pdf

                           Cash Collateral

The Debtors were also authorized to access the cash collateral of
Crystal Capital Fund Management, L.P. and to grant the prepetition
agent the perpetition replacement liens and prepetition
superiority claims as adequate protection.

Also prior to the petition date, Crystal Capital and certain other
lenders made certain tranche B term loans pursuant to (a) the loan
and security agreement dated as of Feb. 1, 2007, and (b) all other
agreements, documents, notes, certificates and instruments
executed and delivered with, to, in favor of the Term Loan B
lenders.

As of the petition date, G.I. Opco was indebted under the
prepetition term loan B financing agreements in the approximate
amount of $35,266,366; plus interest accrued and accruing, costs,
expenses, fees, other charges and other obligations.

The prepetition secured parties have a security interest and lien
in cash collateral, including on all amounts in deposit in G.I.
Opco's banking, checking, or other deposit accounts and all
proceeds of prepetition collateral.

                About G.I. Joe's Holding Corporation

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: Acting U.S. Trustee Sets 341(a) Meeting for April 16
----------------------------------------------------------------
Roberta DeAngelis, Acting U.S. Trustee of Region 3, will convene a
meeting of creditors in G.I. Joe's Holding Corporation and its
debtor-affiliates' Chapter 11 cases on April 16, 2009, at
10:00 a.m., at J. Caleb Boggs Federal Building, 2nd Floor, Room
2112, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered 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.


GENERAL GROWTH: Running on Fumes on Forbearances; Fitch Dumps IDR
-----------------------------------------------------------------
Rouse Company LP bondholders are likely to see term reductions due
to the nonpayment of principal at maturity on two series of notes
maturing in the coming months, according to Fitch Ratings, which
has maintained the Rating Watch Negative status on Rouse's 'C'
Issuer Default Rating (IDR) and downgraded the IDR and outstanding
debt ratings of General Growth Properties (GGP) to 'RD' from 'C'.
Fitch has also removed GGP from Rating Watch Negative.
An 'RD' rating denotes 'Restricted Default' status.  The downgrade
of GGP is consistent with Fitch's updated definitions for its
rating scales for entities at different stages of distress.

The rating downgrade follows General Growth Properties' entry into
multiple forbearance agreements upon a payment default with its
syndicates of lenders for its revolving credit facility and term
loan entered into in 2006 and its secured mortgage loan facility
entered into in 2008.  'RD' ratings indicate an issuer that has
experienced an uncured payment default on a material financial
obligation but has otherwise not entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-
up procedures.

The downgrade in GGP's rated obligations to 'C/RR5' from 'CC/RR5'
is consistent with Fitch's revised Recovery Ratings (RRs) matrix
for IDRs in the low speculative category.

Fitch has maintained Rouse's 'C' IDR on Rating Watch Negative
based on GGP's announcement that Rouse launched a consent
solicitation to holders of Rouse's unsecured notes to forbear from
exercising remedies with respect to various payment and other
defaults under the unsecured notes through Dec. 31, 2009.

Fitch views this consent solicitation as a coercive debt exchange,
as it would result in a material reduction in terms to bondholders
due to the nonpayment of principal at maturity with regard to
notes maturing in April and May 2009, and nonpayment of cash
interest on all of Rouse's unsecured notes until at least Dec. 31,
2009. Absent the consent solicitation, there is a high probability
of a Rouse bankruptcy or insolvency over the near term, resulting
in the consent solicitation being coercive (de facto necessary
even if voluntary).

The downgrade in Rouse's rated obligations to 'C/RR5' from
'CC/RR5' is consistent with Fitch's revised RRs matrix for IDRs in
the low speculative category.

GGP is a Chicago-based real estate investment trust (REIT) engaged
in acquiring, developing, renovating and managing regional malls
in major and middle markets throughout the United States. GGP also
has investments in commercial office buildings and community
development projects purchased in connection with the Rouse
acquisition in 2004. As of Dec. 31, 2008, GGP owned interests in
over 200 million square feet of properties and had $33.8 billion
in total undepreciated book assets.

Fitch has taken these rating actions:

   * General Growth Properties, Inc.
     -- IDR to 'RD' from 'C'.

   * GGP Limited Partnership
     -- IDR to 'RD' from 'C';
     -- Revolving credit facility to 'C/RR5' from 'CC/RR5';
     -- Term loan to 'C/RR5' from 'CC/RR5';
     -- Exchangeable senior notes to 'C/RR5' from 'CC/RR5';
     -- The indicative rating on GGP Limited Partnership's
        perpetual preferred stock remains at 'C/RR6'

   * The Rouse Company LP
     -- IDR maintained at 'C';
     -- Senior unsecured notes to 'C/RR5' from 'CC/RR5'.
     -- The Rouse Company LP IDR remains on Rating Watch Negative
        pending resolution of the consent solicitation, which
        expires on March 16, 2009.


GREEN VALLEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Green Valley Growers, Inc.
        16821 FM 1097 E.
        Willis, TX 77378

Bankruptcy Case No.: 09-31630

Type of Business: The Debtor is a wholesale grower of blooming
                  tropical, palms, perennials, crape myrtles,
                  ferns, grasses, trees, ground covers, topiaries,
                  and ornamental shrubs.

                  See: http://www.greenvalleygrowers.net/

Chapter 11 Petition Date: March 9, 2009

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Alan D. Bynum, Esq.
                  alanbynum@msn.com
                  Rolston & Bynum
                  1445 North Loop West, Suite 100
                  Houston, TX 77008-1654
                  Tel: (713) 223-0032

Total Assets: $18,567,174

Total Debts: $20,653,605

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

The petition was signed by Wayne Massey, president.


GREENBRIER COS: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Greenbrier Cos. Inc., including the long-term corporate credit
rating to 'B-' from 'B+'.  The outlook is negative.

"The downgrade reflects our concerns regarding the railcar
manufacturer's upcoming operating performance due to deteriorating
conditions in the new railcar market," said Standard & Poor's
credit analyst Robyn Shapiro.  S&P expects new railcar production
to decline significantly in 2009 compared to 2008 and, as a
result, Greenbrier's credit metrics are likely to worsen to levels
outside S&P's expectations for the 'B+' rating.  Given the
company's thin margin of financial covenant compliance and
approaching covenant step-downs, weakening operating performance
could pressure covenants in the near term.

The ratings on Lake Oswego, Oregon-based Greenbrier reflect the
company's weak business risk profile stemming from the cyclicality
of the freight car manufacturing industry; the dramatic decline in
demand for new railcars as a result of slower economic growth and
weaker carloadings; and limited customer diversity.  The company
also has a highly leveraged financial risk profile, marked by
increased debt balances as a result of recent acquisitions.

With sales of more than $1 billion, Greenbrier is organized in
three segments: manufacturing (about 50% of sales), refurbishment
and parts (about 40%), and leasing and services (8%).  These
businesses are focused largely on the manufacturing of intermodal
and conventional railcars and marine vessels, as well as the
repair, refurbishment, maintenance, and leasing of railcars.
Greenbrier is the leading domestic intermodal railcar
manufacturer, commanding a roughly 60% market share.  The company
also has good market positions in boxcars and flat cars, and has
begun to branch out into other car types, such as tank cars and
covered hoppers.  Greenbrier benefits from its relatively more
stable refurbishment and parts business, which the company has
increased through several recent acquisitions.  The leasing of
Greenbrier's relatively small fleet of about 9,000 railcars helps
diversify the company's operations, as does providing management
services for about 146,000 railcars.  The repair and
refurbishment, marine, and leasing and services businesses are
more stable and provide higher margins than the railcar
manufacturing unit.  Overall profitability is weak, with a
consolidated operating margin (before depreciation and
amortization) of roughly 9% as of Nov. 30, 2008, down from 13% in
2006.

The outlook is negative, reflecting the company's thin margin of
financial covenant compliance.  S&P could lower the ratings
further if the company violates or appears likely to violate its
financial covenants and seems unlikely to obtain satisfactory
relief.  S&P could revise the outlook to stable if the company
establishes a track record of free cash flow generation and
maintains at least 15% headroom under financial covenants.


HARRAH'S ENTERTAINMENT: Makes Tender Offer for $2.8-Bil. Notes
--------------------------------------------------------------
Harrah's Entertainment Inc., announced another tender offer to
complement the swap in November when senior unsecured and
subordinated debt were exchanged for second-lien notes maturing in
2015, Bloomberg's Bill Rochelle said.

The new private offer, Bloomberg relates, is for $2.8 billion in
new second-lien notes maturing in 2018 in exchange for 10
different issues of senior and subordinated notes.  The new tender
offer, according to the report, also provides for these terms:

    -- Priority is being given to the holders of earlier-maturing
       debt.

    -- Participants have the option of receiving as much as $150
       million cash instead of the new notes.

    -- Holders of the new second-lien notes of 2015 and 2018 can
       participate in an offer to sell up to $676 million of the
       existing notes for $250 million.

    -- The tender offer expires April 1.

    -- Those who tender by March 18 receive extra consideration.

According to Mr. Rochelle, Harrah's in February drew down the
remaining $740 million on its $2 billion revolving credit.

Harrah's Entertainment was acquired in January 2008 by Apollo
Management LP and TPG Inc. in a $27.2 billion transaction.

Standard & Poor's said on March 6 that Harrah's rating likely
would be in the vicinity of CCC if the offers are successful
because they would "eliminate, or at least substantially reduce,
Harrah's debt maturities over the next few years.

                     About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $129.7 million compared with net income of $244.4 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $100.9 million compared with net income of $667.2 million for
the same period in the previous year.

The company's cash and cash equivalents, including funds borrowed
during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported by the TCR on March 10, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on Las Vegas-
based Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., to 'CC' from 'CCC'.  The rating
outlook is negative.  At the same time, S&P lowered the issue-
level rating on each of HOC's outstanding senior secured second-
priority and senior unsecured debt issues to 'C', from 'CCC-' and
'CC', respectively.  S&P also lowered the issue-level rating on
Caesars Entertainment Inc.'s subordinated debt issues to 'C' from
'CC'.  In addition, S&P placed the 'B-' issue-level rating for
HOC's senior secured first-lien credit facilities on CreditWatch
with negative implications.

These actions follow Harrah's announcement that it is offering to
exchange up to $2.8 billion of new 10% senior secured second-
priority notes due 2018 for a portion (or potentially all in some
cases) of each of the outstanding senior unsecured and
subordinated notes in the company's capital structure.


ILX RESORTS: Receives Delisting Notification From NYSE
------------------------------------------------------
ILX Resorts Incorporated received a letter from NYSE Alternext on
March 6, 2009 indicating the Exchange's intent to suspend trading
and delist the Company's common stock. The Exchange has determined
the Company is not in compliance with Section 1003(a)(iv) of the
Company Guide due to its recent filing of Chapter 11 under the
U.S. Bankruptcy Code and Section 1002(b) due to low market
capitalization of the common stock.  The Company does not intend
to appeal the determination.  The Company plans to apply to be
quoted on the Pink Quote system.

Based in Sedona, Arizona, ILX Resorts Incorporated (NYSE
Alternext: ILX) -- http://www.ilxresorts.com/-- acquires,
develops, and operates premier timeshare resorts primarily in the
western United States that provide its owners with extraordinary
vacation experiences.  ILX's portfolio of world-class properties
includes eight resorts in Arizona, one in Indiana, one in
Colorado, one in San Carlos, Mexico and land in Puerto Penasco,
Mexico and Sedona, Arizona, both of which are in the final
planning stages.  Through Premiere Vacation Club, the Company has
acquired, and continues to acquire, inventory at the Carriage
House in Las Vegas and in addition has acquired inventory at the
Scottsdale Camelback Resort in Scottsdale, Arizona.

ILX Resorts, Inc. and its affiliates filed for bankruptcy
protection on March 2, 2009 (Bankr. D. Ariz. Case No. 09-03594).
Judge Redfield T. Baum presides over the cases.  John J. Hebert,
Esq., at Shughart Thomson & Kilroy, P.C., serves as the Debtors'
counsel.  As of September 30, 2008, ILX Resorts had $73.6 million
in total assets and $43.2 million in total liabilities.


ISOLAGEN INC: To Run Out of Cash in 3 Weeks; Bankruptcy an Option
-----------------------------------------------------------------
Isolagen, Inc., on March 9 issued a press release that it has
reached a "significant regulatory milestone" after submitting to
the U.S. Food and Drug Administration a biologics license
application for Isolagen Therapy(TM), a novel, first-in-class
cellular therapy for the treatment of wrinkles/nasolabial folds,
to the U.S. Food and Drug Administration.

At the bottom of the release, however, the company said that it
currently estimates that its unrestricted, available cash
resources will allow it to continue in operation for approximately
three weeks.

The company said it continues to pursue potential financing
alternatives and potential strategic partnership discussions.
However, if these alternatives don't work out, the company said it
could file for bankruptcy or cease operations.

"However, there can be no assurance that any such potential
financing alternative will be completed on terms acceptable to the
Company, or successfully completed at all," the release stated.
"Further, there can be no assurance that any potential strategic
partnership discussions will be completed on terms acceptable to
the Company, or completed at all.  If the Company does not obtain
additional funding, or anticipate additional funding in the very
near future, the company may enter into bankruptcy, and possibly
cease operations."

The company currently has a debt liability of approximately $89.7
million related to its 3.5% subordinated notes, which could be
called due, at the option of the note holders, as early as
November 2009.  Interest on the notes is due semiannually on May 1
and November 1.

The company added that it is pursuing the potential sale of its
57% ownership interest in Agera Laboratories, Inc.  It says there
can be no assurance that a sale of this ownership interest will be
completed on terms acceptable to the Company, or successfully
completed at all.

                      About Isolagen Inc.

Isolagen(TM), Inc. (Amex: ILE) is an aesthetic and therapeutic
company committed to developing and commercializing scientific
advances and innovative technologies. The company's technology
platform includes the Isolagen Process(TM), a cell processing
system for skin and tissue rejuvenation which is currently in
clinical development for a broad range of aesthetic and
therapeutic applications including wrinkles, acne scars, burns and
periodontal disease. Isolagen also commercializes a
scientifically-advanced line of skincare systems through its
majority-owned subsidiary, Agera(R) Laboratories, Inc. For
additional information, please visit www.isolagen.com.


JAMIE VERGARA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jamie Ruben Vergara
        8747 Crestgate Circle
        Orlando, FL 32819

Bankruptcy Case No.: 09-02751

Chapter 11 Petition Date: March 9, 2009

Debtor-affiliates subject to Chapter 11 petitions on Oct. 9, 2008:

        Entity                                     Case No.
        ------                                     --------
Heritage Ford Mercury Inc.                         08-9286
Middle Tennessee, RV, LLC                          08-9283

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Lawrence M. Kosto, Esq.
                  lkosto@kostoandrotella.com
                  Kosto & Rotella PA
                  Post Office Box 113
                  Orlando, FL 32802
                  Tel: (407) 425-3456
                  Fax: (407) 423-9002

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Chrysler                       Floor Plan        $8,000,000
10300 Boggy Creek Rd, Ste. l00
Orlando, FL 32804

U.S. Bank                      August 2005       $7,660,710
333 Broadway                   Personal Guaranty;
Paducah, KY 42002              Claim Secured by
                               Assets of Heritage
                               Ford Lincoln
                               Mercury

Chrysler Financial             5800 Crossings    $4,700,000
10300 Boggy Creek Road         Blvd., Nashville,
Ste. 100 Ste.l00               Tennessee Real
Orlando, FL 32824              Estate:
                               $4,800,000;
                               working capital:
                               $1,200,000;
                               secured:
                               $6,000,000

Bank of Lincoln                1427, 1429 and    $2,800,000
P.O. Box 778                   1431 Interstate
Fayetteville, TN 37334         Drive, Cookeville
TN 38501                       Personal
                               Guaranty; secured:
                               2,200,000; senior
                               senior: $1,450,000

U.S. Bank                      February 2006     $1,804,134
333 Broadway                   Personal Guaranty;
Paducah, KY42002               Claim secured by
                               Assets of Middle
                               Tennessee, RV,
                               LLC

Putnam 1st Mercantile Bank     1427, 1429 and    $1,450,000
200 W. Jackson Street          1431 Interstate
Cookeville, TN 38501           38501 Drive,
                               Cookeville;
                               secured:
                               $2,200,000

Chrysler Credit                Capital Loan      $1,200,000
10300 Boggy Creek Road
Suite l00
Orlando, FL 32824

Regions/Amsouth                490 Neal Street,  $985,000
North Building 2nd             Cookeville, TN;
Birmingham, AL 35244           Commercial
                               Property 1 Acre;
                               secured:
                               $1,800,000

Textron Financial Corp.        Personal Guaranty $792,173
c/o Gary Grooms
401 Commerce Street, Ste. 800
Nashville, TN 37219

Comm Bk Cumb                   1117 East Spring  $736,124
P.O. Box 3708                  Street, Cookevill,
Jamestown, TN 38556            38501; secured:
                               $1,500,000

Chase Mortgage                 8747 Crestgage    $536,117
P.O. Box 9001871               Circle, Oriando,
Louisville, KY 40290           Florida; secured:
                               $750,000

Comm Bk Cumb                   490 Neal Street,  $349,510
420 E. Central Avenue          Cookeville, TN;
Jamestown, TN 38556            Commercial
                               Property 1 Acre;
                               secured:
                               $1,800,000;
                               senior lien:
                               $985,000

Region/AmSouth                 6840 Hochad Dr.   $240,077
                               Orlando, FL 32819;
                               secured: $320,000

Taylor Bean & Whitaker         104 Eighteen      $225,739
101 NE 2nd Street              Grande Place,
Ocala, FL 34470                Cookeville, TN;
                               secured: $320,000

Regions/Amsouth                8747 Crestgage    $150,329
North Building 2nd             Circle, Orlando,
Birmingham, AL 35244           Florida; secured:
                               $750,000; senior
                               lien: $536,117

Tennessee Department of        Sales & Use Tax   $150,000
Revenue                        Vergara Group,
500 Deaderick Street           LLC;
Nashville, TN 37242

Regions Bank                   490 Neal Street,  $97,587
                               Cookeville, TN;
                               Commercial
                               Property 1 Acre;
                               secured:
                               $1,800,000;
                               senior lien:
                               $1,356,226

Tennesse Department of         Sales and Tax Use $91,604
Revenue                        for Middle
500 Deaderick Street           Tennessee RV,
Nashville, TN 37242            LLC

Tennesse Department of         Sales and Use Tax $88,750
Revenue                        for Heritage
500 Deaderick Street           Ford Lincoln-
Nashville, TN 37242            Mercury LLC

Young & Young, VI, Inc.        February 12, 2005 $186,990
                               Personal Guaranty


JAY HOSTETTER: U.S. Trustee Sets Creditors Meeting for March 23
---------------------------------------------------------------
The U.S. Trustee of Region 2, will convene a meeting of creditors
in Jay Hostetter's Chapter 11 case on March 23, 2009, at
10:00 a.m., at 74 Chapel Street, Hearing Room 101, Ground Floor,
Albany, New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Albany, New York, Jay Hostetter dba Jay's Mobil
filed for Chapter 11 protection on February 26, 2009, (Bankr. N.D.
NY Case No.: 09-10557) Francis J. Brennan, Esq. at Nolan & Heller,
LLP represents the Debtor in its restructuring efforts.  The
Debtor has estimated assets of $1,000,001 to $10,000,000 and
estimated debts of $1,000,001 to $10,000,000.


JOSEPH DIEKEMPER: Wife Sentenced to Two Years of Probation
----------------------------------------------------------
Bnd.com reports that U.S. District Court Judge G. Patrick Murphy
has sentenced Margaret Diekemper, accused with her husband of
conspiring to hide assets in a bankruptcy case.

According to Bnd.com, Ms. Diekemper and his husband Joseph were
charged in June 2008 with committing fraud in connection with a
multi-million dollar bankruptcy case.  They allegedly hid an
expensive tractor behind a false wall of a barn near Keyesport,
Illinois, says the report.

Court documents say that Judge Murphy also prohibited Ms.
Diekemper from seeing her husband.  Diekemper had faced 46 to 57
months in prison as part of a plea arrangement, Bnd.com relates.

The Associated Press reported in October 2008 that the Diekempers
filed for bankruptcy in 2004, claiming assets of $1.7 million and
liabilities of almost $5 million, although bankruptcy officials
and the bank managing their property suspected that they weren't
telling the truth.  According to The AP, that bank took out in
April 2007 a large ad in the Carlyle Union Banner warning that
anyone helping the Diekempers hide their possessions could be
breaking the law.


KERYX BIOPHARMACEUTICALS: To Appeal Nasdaq Delisting Notice
-----------------------------------------------------------
Keryx Biopharmaceuticals, Inc., has requested a hearing to appeal
to a Listings Qualification Panel the determination of The Nasdaq
Stock Market to delist the company's common stock from The Nasdaq
Capital Market due to noncompliance with Nasdaq Marketplace Rule
4310(c)(3), which requires the company to have a minimum of
$2,500,000 in stockholders' equity, or $35,000,000 market value of
listed securities, or $500,000 of net income from continuing
operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years, for continued
listing on The Nasdaq Capital Market.

A hearing request by the company automatically postpones the
delisting of the company's securities pending issuance of the
Panel's decision. The company expects to have a hearing date
scheduled in the next 45 days.

The Staff of The Nasdaq Stock Market previously granted the
company a 105-day extension to regain compliance with Marketplace
Rule 4310(c)(3). In an appeal, the company will be asking that the
Panel provide additional time to regain compliance with Nasdaq
Marketplace Rule 4310(c)(3).  There can be no assurance that such
a request will be granted or that the Panel will permit the
company to continue to list its common stock on The Nasdaq Capital
Market.

If the company is delisted from The Nasdaq Capital Market, its
common stock may be traded over-the-counter on the OTC Bulletin
Board or in the "pink sheets."  These alternative markets,
however, are generally considered to be less efficient than the
Nasdaq Capital Market. Many over-the-counter stocks trade less
frequently and in smaller volumes than securities traded on the
Nasdaq markets, which would likely have a material adverse effect
on the liquidity and value of the company's common stock.

                  About Keryx Biopharmaceuticals

Keryx Biopharmaceuticals, Inc. (KERX), is focused on the
acquisition, development and commercialization of medically
important, novel pharmaceutical products for the treatment of
life-threatening diseases, including renal disease and cancer.
Keryx is headquartered in New York City.


L.A. SPAS: Lenders to Auction Pledged Stock on March 24
-------------------------------------------------------
Patriot Capital Funding, Inc., as Agent for the Lenders under that
certain Credit Agreement dated as of October 28, 2004, as amended,
between the Lenders and L.A. Spas, Inc., as Borrower, will offer
for sale the stock of Borrower owned by Daniel Gardenswartz, Mark
Vidergauz, Bradley de Koning, Sage Capital Partners - I.A., L.P.,
Peterson Parners III, L.P. and ShoeInvest II, L.P.

The stock secures the obligations of Borrower to the Lenders.
Borrowers are in default of said obligations in an amount not less
than $13,177,000.

The stock represents all of the issued and oustanding stock of
Borrower, subject only to any issued and outstanding management
management incentive stock and options.

The stocks will be sold in a single block on an "as is, where is"
basis at one or more public sales to be held at the offices of
Goldberg Kohn, 55 East Monroe Street, Suite 3300, Chicago,
Illinois at 10:00 a.m. on March 24, 2009.  The minimum bid for the
stock will be $100,000.

Prospective bidders may reach Mr. Timothy Hassler at (203) 429-
2700.

To obtain copies of the confidentiality agreement and qualified
investor letter, please contact counsel to the Agent at this
address:

     Goldberg Kohn
     Attn: Erin Casey, Esq.
     Fax: 312 (863)-7464
     Email: erin.casey@goldbergkohn.com


LEEWARD OPERATORS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Leeward Operators LLC
                Agent for Service of Process
                Michael F. Miley
                201-A Travis Street
                Lafayette, LA 70503

Case Number: 09-50260

Involuntary Petition Date: March 9, 2009

Court: Western District of Louisiana (Lafayette/Opelousas)

Petitioner's Counsel: Michael A. Crawford, Esq.
                      mike.crawford@taylorporter.com
                      P.O. Box 2471
                      Baton Rouge, LA 70821
                      Tel: (225) 381-0201

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
A & T Well Service, Inc.       Oilfield services    $427,971
c/o Kenneth Addison
Vice President
1094 Bergeron Rigs Road
Breaux Bridge, LA 70517

Innovative Energy Services     Oilfield services    $270,962
Inc.
c/o William W. Cason
General Counsel
8100 Groschke Rd., Ste. A-1
Houston, TX 77084

Eaton Oil Tools, Inc.          Oilfield services    $267,931
c/o G. Edward Eaton
Secretary/General Manager
P. O. Box 1050
Broussard, LA 70518


LEHMAN BROTHERS: Balks at Examiner-JPMorgan Info Sharing Deal
-------------------------------------------------------------
Lehman Brothers Holdings, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to deny a
stipulation between JPMorgan Chase Bank, N.A., and Anton Valukas,
the court-appointed examiner, setting forth the guidelines for the
sharing of information in connection with the Examiner's
investigation in the Debtors' collapse.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York has authorized the Examiner to issue
subpoenas to LBHI officers, its units and other officials involved
in the investment bank's transactions.

The Examiner wants the LBHI officials subpoenaed to compel them
to produce the documents and serve as witnesses in connection
with his investigation into what caused the collapse of LBHI.
The officials would be investigated particularly about the inter-
company transfers among LBHI and its units a month before their
bankruptcy.

The Debtors argue that the Examiner's information sharing protocol
with JPMorgan is prejudicial to the Debtors if they are denied
access to the information subject to the stipulation.

L. P. Harrison 3rd, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, points out that J.P. Morgan's intention to
designate all information that identifies specific securities,
loans, instruments or other properties of the Debtors that are
currently held and maintained by the bank as "highly confidential"
is problematic.

According to Mr. Harrison, J.P. Morgan's designation of this
information as highly confidential will prevent the examiner from
sharing the information with the Debtors and will preclude them
from participating in or reviewing the results of the examiner's
investigation where the information may be used.  He further says
that it will also prohibit the examiner from filing with the
Court the information or documents containing the information
except under seal.

"While the Debtors recognize that they are not and will not be
bound by the terms of the stipulation, the effect of the terms of
the stipulation will be detrimental and highly prejudicial to the
Debtors," says Mr. Harrison says.

"The Debtors will not even be permitted to make use of such
information once an examination or investigation by the examiner
has concluded since the stipulation provides that all highly
confidential information be destroyed at the termination of
the examiner's examination," Mr. Harrison says.

Mr. Harrison relates it has contacted the Examiner in an attempt
to resolve the Debtors' concerns with the stipulation, however,
their concerns remain unresolved.

                        Examiner Responds

In a statement, Mr. Valukas maintains that the proposed order he
negotiated with J.P. Morgan allows him to conduct his
investigation without unreasonable restrictions.

"Among other provisions, the proposed order narrowly defines
which materials can be deemed highly confidential by J.P.Morgan,
provides a mechanism for the examiner to challenge J.P.Morgan's
confidentiality designations if they are not justified," Patrick
Trostle, Esq., at Jenner & Block LLP, in New York, argues on
behalf of the examiner.

Mr. Trostle maintains that the proposed order also provides a
mechanism for gaining permission to use even highly confidential
documents for witnesses not otherwise entitled to see the
documents, and for seeking relief from the Court if additional
access cannot be resolved consensually.

According to Mr. Trostle, the Debtors' concerns are belied by
their recognition that they are not even bound by the
confidentiality restrictions between the examiner and J.P.
Morgan.

"The proposed protective order between the examiner and J.P.
Morgan does not limit the Debtors from pursuing any type of
discovery against J.P. Morgan, or prevent the Debtors from
negotiating or litigating any disputes over their access to J.P.
Morgan documents," Mr. Trostle says.

Mr. Trostle adds that the Examiner has agreed to remove and has
obtained a concession from JPMorgan to remove a provision in the
proposed order that would have required the examiner to return or
destroy the J.P.Morgan's documents at the conclusion of the
investigation.

J.P. Morgan, in a statement, expressed support for Mr. Valukas,
saying that nothing in their agreement impairs the Debtors'
ability to seek information from the bank or even to seek
disclosure of information provided to the examiner.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: CES Aviation Sells Sikorsky S-76C+ Helicopter
--------------------------------------------------------------
CES Aviation V, LLC, a debtor-affiliate of Lehman Brothers
Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of New York to sell a Sikorsky S-76C+
helicopter, which was used to facilitate business transportation
for the Debtors' employees prior to their bankruptcy filing.

Attorney for the Debtors, Shai Waisman, Esq., at Weil Gotshal &
Manges LLP, in New York, says there is a need to sell the
aircraft as soon as possible in light of the continuing decline
of market for pre-owned aircraft.

Based on a market summary report provided by JETNET, an
independent aircraft market database source, the price for a
Sikorsky S-76 series helicopter has decreased by nearly
$4,000,000 in the four-month period between September 2008 and
January 2009 alone -- from a high of $8,600,000 to a low of
$4,750,000.

"[CES Aviation] is in active discussions with parties interested
in purchasing the Sikorsky S-76C+ and believes it shortly may be
in a position to execute a sale and purchase agreement," Mr.
Waisman says.

Mr. Waisman says that should CES Aviation and the potential buyer
agree on the price, CES Aviation will negotiate and execute a
formal agreement with that buyer for the sale of the aircraft.
He points out, however, that the sale of the aircraft will remain
subject to higher and better offers, and will proceed in
accordance with these procedures:

  (1) Upon the filing of the motion for approval of the
      aircraft, the Debtors will provide a notice of the motion
      to any party that has expressed interest in any of their
      aviation assets within the past year, and certain other
      logical or likely bidders.  The Debtors will have the
      notice and the motion published on their court-approved
      claims and noticing agent's website.

  (2) CES Aviation will proceed to negotiate with any interested
      party.  Should it locate and successfully negotiate with a
      purchaser, it will give notice of the proposed sale no
      later than 10 days prior to the sale hearing on March 25,
      2009.  The notice will also be published on their court-
      approved claims and noticing agent's website.

  (3) The notice must (i) identify the buyer, the purchase
      price, and the deposit; (ii) identify the salient
      provisions of the sale agreement; (iii) separately
      disclose any provision as may be required by the
      guidelines for the conduct of asset sales, adopted by the
      Court's General Order M-331; and (iv) state any other
      relevant terms of the proposed sale.

  (4) Any party interested in submitting a higher offer for the
      aircraft must contact CES Aviation for a copy of the sale
      agreement and submit (i) an offer in the form of the sale
      agreement, changed only to modify, where appropriate, the
      name of the purchaser, an increased purchase price, and an
      increased deposit to reflect an amount equal to five
      percent of the modified purchase price and (ii) a deposit
      in the amount included in the offer.

      A higher offer must be submitted to and received by CES
      Aviation, with a copy to Weil Gotshal no later than 72
      hours prior to any sale hearing.  CES Aviation retains the
      right to determine, in its sole discretion, the highest or
      other best bid, and to reject any bid.

  (5) A party interested in the aircraft may contact CES
      Aviation's broker Bloomer deVere at any time prior to
      the deadline for submitting bids.

Mr. Waisman says any agreement for the sale of the aircraft will
require CES Aviation to pay all outstanding pre-bankruptcy
invoices and unpaid maintenance contracts.

As of March 5, 2009, CES Aviation is responsible for paying
certain outstanding invoices totaling $6,854.  These invoices
reportedly reflect flight support activity expenses incurred in
the ordinary course of business of operating the aircraft, the
nonpayment of which could result in a lien on the aircraft.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Court OKs Jones Day Firm's as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Lehman Brothers Holdings Inc. and its debtor-
affiliates to employ Jones Day as their special counsel.

As reported by the Troubled Company Reporter on February 25, 2009,
as special counsel, Jones Day will:

  (1) assist Lehman Brothers Holdings, Inc., in relation to any
      issues arising in the Asia Pacific region, principally in
      Hong Kong, The Philippines, Taiwan, Japan and Australia,
      as a result of their bankruptcy cases in the United
      States;

  (2) assist and advise LBHI with respect to the insolvency
      proceedings of Lehman Brothers Australia Holdings Pty
      Limited in Australia;

  (3) assist LBHI and its U.S.-based units in asserting claims
      in the Japanese Civil Rehabilitation proceedings of Lehman
      Brothers Japan KK, Lehman Brothers Commercial Mortgage KK
      and Sunrise Finance KK in Japan;

  (4) advise LBHI in connection with claims that may be asserted
      against it relating to Lehman Brothers Japan Holdings KK;

  (5) advise LBHI and its units with respect to distressed debt
      transactions in Taiwan, China, The Philippines and
      Thailand, and its acquisition and financing of real estate
      assets in Taiwan;

  (6) represent certain Lehman units through various "third
      parties" in the sale of their Sunrise Project and the
      changes to their corporate registrations required by the
      departure of the members of the Boards of their operating
      companies to Nomura;

  (7) continue representing LBHI in the lawsuit it filed against
      John Kontrabecki in the U.S. Bankruptcy Court of the
      Northern District of California, and in related bankruptcy
      cases; and

  (8) represent LBHI and its affiliated debtors in connection
      with their businesses and operations in India.

Attorney for LBHI, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the Debtors selected Jones Day
because of the firm's extensive experience as well as its
familiarity with the business operations of LBHI and its units.

Jones Day has represented various Lehman entities in the United
States, the Asia Pacific Rim and Australia with respect to
various litigation, securities, insolvency, commercial, real
estate and other matters, Mr. Krasnow says.  He adds that Jones
Day has also represented certain Lehman units since 2002 on more
than one hundred distressed debt transactions in Taiwan, China,
The Philippines and Thailand.

In exchange for its services, the Debtors will pay Jones Day
these hourly rates:

    Professionals         Rates
    -------------      -----------
    Partners           $575 - $900
    Counsel            $525 - $550
    Associates         $200 - $475
    Paralegals         $190 - $225

Jones Day will also be reimbursed of the expenses it may incur in
connection with its employment.

Simon Powell, Esq., a partner at Jones Day, attests that his firm
does not represent or hold interest adverse to LBHI and its
affiliated debtors with respect to its duties as special counsel.

The Debtors certified that no objection to the Jones Day
employment application was timely filed.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Court Permits LBI Trustee to Return Funds
----------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., obtained approval
from the U.S. Bankruptcy Court for the Southern District of New
York of stipulations with various parties concerning the return of
funds erroneously transferred to LBI's bank accounts:

Parties                                    Amount
-------                                 -----------
Lehman Brothers Secondary                  $107,161
Opportunities Pooling L.P.

Lehman Brothers Secondary                   $51,697
Opportunities Holdings LLC

Lehman Brothers Secondary                  $606,023
Holdings LP

Barclays Capital Inc.                    $1,000,333

Lance Funston                              $250,000

SEB Enskilda, Inc.                       $5,433,056

LBCIP Linn Holdings LP                   $1,707,510

Lehman Brothers Co-Investment               $44,298
Group, L.P.

Lehman Brothers Co-Investment               $16,921
Capital Partners, L.P.

Samuel Sebastiani                          $172,666

H/2 Special Opportunities Ltd.             $660,287

Merrill Lynch Capital Services, Inc.       $286,000

J.P. Morgan Trust Company of             $4,600,000
Delaware & Mary Ann Stein

Aloha Enterprises Inc.                     $134,903

Lupa Insurance Company, Ltd.               $340,000

State Street Bank & Trust Company        $4,308,176

FGRK Canadian Trust                      CAD$70,653

Mr. Giddens is awaiting the Court's approval of the stipulations
he entered into with these parties:

Parties                                    Amount
-------                                 -----------
State Street Bank Boston                 $3,057,548
Pepsi Cola MFG. Co.                          71,384
Hogan & Hartson LLP                         479,923
Maddington S.A.                             159,180
Lehman Brothers Special Financing Inc.    3,155,681
Wilmington Trust Co.                         25,000
Steven Goldman, Azita Etaati                 57,252
John Miller IV                               91,299

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Examiner Can Hire Duff & Phelps Fin'l Advisors
---------------------------------------------------------------
Anton Valukas, the examiner appointed in the bankruptcy cases of
Lehman Brothers Holdings Inc. and its debtor-affiliates, obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Duff & Phelps LLC as his financial advisors.

As financial adviser, Duff & Phelps will investigate, gather and
analyze documents and information related to the scope of the
Examiner's investigation, and do financial and accounting
analyses as needed and directed by the Examiner.  Duff & Phelps
will also advise and assist the Examiner in discharging his
duties as well as in preparing his report.

Duff & Phelps will be paid for its services at these hourly
rates:

    Managing Directors            $805 - $920
    Directors                     $720 - $865
    Vice-Presidents               $580 - $695
    Senior Associates             $435 - $525
    Analysts                      $305 - $365
    Research Analysts                    $195
    Administrative Personnel             $120

The firm will also be reimbursed of its expenses and will be
indemnified for any damages or losses incurred in connection with
its employment.

Attorney for the Examiner, Patrick Trostle, Esq., at Jenner &
Block LLP, in New York, says Duff & Phelps has agreed to reduce
its standard hourly rates by 10% in light of the public interest
involved in the services it will be providing to the examiner.

In a declaration, Allen Pfeiffer, Esq., managing director of Duff
& Phelps, attests his firm does not have any interest materially
adverse to the Debtors' estates, their creditors and equity
security Holders.  He adds that Duff & Phelps is a "disinterested
person" under Section 101(14) of the Bankruptcy Code.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: LCPI Seeks to Bar iStar From Amending Loan Terms
-----------------------------------------------------------------
Lehman Commercial Paper, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to prohibit iStar Financial Inc.
from amending their unsecured credit agreements.

However, LCPI sought and obtained Court authority to file under
seal:

   -- LCPI's application prohibiting iStar Financial from
      amending their unsecured credit agreements; and

   -- a copy of LCPI's complaint against iStar that it submitted
      on February 26, 2009 before the Court.

LCPI says the documents contain confidential information, which,
if disclosed, may harm iStar Financial.

LCPI is one of the lenders to iStar Financial under two revolving
credit agreements.

The complaint seeks a declaration that a proposed amendment of
iStar's credit agreement and possible bond or note exchanges
constitute a violation of the automatic stay provisions as well
as an unauthorized transfer.

Attorney for LCPI, L. P. Harrison 3rd, Esq., at Curtis Mallet-
Prevost Colt & Mosle LLP, in New York, said that the documents
contain highly sensitive information that iStar may consider
proprietary and confidential.

"Disclosure of the facts underlying the confidential documents
may expose iStar to a substantial commercial and competitive
disadvantage in the future when conducting business or
negotiating and entering into similar agreements with other
parties," Mr. Harrison said.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Names William Fox as Chief Financial Officer
-------------------------------------------------------------
William Fox, a specialist at Alvarez & Marsal, will be the new
chief financial officer of Lehman Brothers Holdings Inc.,
according to Emily Chasan at Reuters, citing the company's
spokeswoman as the source.

Mr. Fox will replace David Coles, a managing director at Alvarez
& Marsal, who has been serving as chief financial officer of LBHI
since late September 2008.  Mr. Coles will reportedly move to
another assignment.

Mr. Fox has been serving in a senior financial role at LBHI since
its bankruptcy filing on September 15, 2008.  His appointment
will be fully effective after clearance of regulatory approvals,
Reuters reported.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Seeks Approval of LCPI Deal with Metlife
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve a settlement agreement between Lehman Commercial Paper,
Inc., and The Metropolitan Life Insurance Company.

The agreement would allow LCPI and MetLife to settle their
dispute by amending the documents that MetLife executed with
Variable Funding Trust 2007-1 and Variable Funding Trust 2008-1,
including the Note Purchase Agreements.

Under the Note Purchase Agreements, both securitization trusts
are required to issue notes to MetLife, which in return, agreed
to provide a variable rate senior secured revolving credit
facility of up to $500 million to each trust.  Repayment of the
notes are guaranteed by Lehman Brothers Holdings Inc., and are
secured by collateral in the form of mortgage loans that LCPI
sold and assigned to VFT 2007, and participations in corporate
loans that it sold and assigned to VFT 2008.

As a result of LBHI's bankruptcy filing, an "event of default"
occurred under the Note Purchase Agreements, allegedly entitling
MetLife to exercise remedies with respect to the notes and the
collateral.  Since the bankruptcy filing, LCPI has also failed to
transfer some of the payments it has received from the borrowers
under the mortgage loans to VFT 2007, and under the corporate
loans to VFT 2008.

"Given the current market conditions for loans, if the mortgage
loans or the participations were sold at this time, such sales
would, in LCPI's view, likely result in such collateral being
sold at a significant discount to its par value or its intrinsic
value," Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in
New York, says on behalf of the Debtors.

"As a result, it would be unlikely that LCPI's estate would
realize any value from its ownership of interests in the trusts,"
Ms. Marcus says.

In light of the consequences of an immediate sale of the
collateral, the Debtors determined that the best means of
maximizing the value of the collateral is through the settlement
with MLIC, which will be memorialized in revisions to the
documents.  The salient terms of the settlement are:

  (1) The term of VFT 2008 is extended to June 30, 2010, while
      the term of VFT 2007 is extended to December 31, 2009,
      with the possibility of a further extension if certain
      conditions are satisfied.

  (2) With respect to VFT 2008, MetLife's position is improved
      through the delivery of assignments to Bank of New York to
      be held in escrow.  MetLife will only be able to exercise
      remedies with respect to such assignments if LCPI defaults
      under the amended documents.

  (3) LCPI will work to terminate all unfunded revolver
      commitments under the VFT 2008.

  (4) All collections held by LCPI with respect to the
      collateral since the bankruptcy filing, net of the fees
      and expenses of MetLife and the collateral trustee that
      are payable pursuant to the collateral agreements, will be
      paid by LCPI to the trusts to be used for the
      contemporaneous payment or prepayment of the notes.

      Any deficiency at maturity or acceleration of the notes
      issued by either of the trusts will be added to the
      balance of the other Trust's secured note obligations.
      Any excess collateral, including cash, after payment of
      either trust's notes is to be held as collateral for the
      other trust's notes until all notes are paid in full,
      provided that in the case of cash or subsequent sales of
      the collateral yielding cash, such amounts should be
      contemporaneously used to prepay notes.

  (5) MetLife will waive any prepayment penalties on the notes.
      The parties will waive all pre-existing defaults and
      events of default under the Note Purchase Agreements upon
      the execution and delivery of the documentation evidencing
      the amendment and acceleration of the notes will be
      rescinded at such time.

  (6) If an event of default under either of the trusts or any
      of the documents occurs after the effective date, neither
      LBHI nor any Debtor will allege that the automatic stay
      applies with respect to MetLife's pursuit of its remedies
      under such trust.

A hearing to consider approval of the settlement will be held on
March 25, 2009.  Creditors and other concerned parties have until
March 12 to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Seeks Authority to Hire Huron as Tax Consultants
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ Huron Consulting Group as their tax services
providers effective January 23, 2009.

The Debtors tapped the consulting firm to provide personnel to
work with their internal tax department and prepare for the
filing of tax returns.  About six to 20 personnel will be
assigned for the job and will be directly supervised by
Jacqueline O'Neil, managing director of Huron Consulting.

The Debtors will pay Huron Consulting's according to these hourly
rates:

  Managing Director    $325 - $730
  Director             $225 - $620
  Manager              $185 - $575
  Associate            $185 - $345
  Analyst              $125 - $245

The Debtors will also reimburse Huron Consulting at a single
blended billing rate of $145 per hour based on its estimation of
the amount of effort and the experience required for providing
those services.  The firm will also be reimbursed of its expenses
and will be indemnified for any losses or damages incurred in
connection with its employment.

In case Huron Consulting is required to provide tax services
other than those contemplated under their engagement agreement
with the Debtors, the firm will be paid for those services at
these rates:

  Tax Managing Director     $350
  Tax Senior Director       $250
  Tax Manager               $185
  Tax Associate             $125

Robert Pawlak, a managing director of Huron Consulting, assures
the Court that his firm "neither holds nor represents an interest
adverse to the Debtors or their estates with respect to the
matters on which Huron is to be employed."

Richard P. Krasnow, Esq., at Weil, Gotshal & Manges LLP, in New
York, told the Court through a certification of counsel, that no
objection to the employment application was timely filed or
received.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Swiss Liquidators Take Lead Role for Unit
----------------------------------------------------------
Lehman Brothers Holdings Inc., which filed the largest Chapter 11
case in September 2008, is now willing for the European
liquidators to take on the main role in the liquidation of its
Switzerland-based unit Lehman Brothers Finance AG, Bloomberg's
Bill Rochelle said.

LBHI sent its Swiss unit to Chapter 11 on Oct. 3 in order to
protect the assets of the unit.  According to Bill Rochelle,
Lehman is now saying that the Chapter 11 case should be dismissed,
and its Chapter 15 petition for LBF be granted.

If the Chapter 15 petition is approved, the liquidation in
Switzerland will be recognized as the "foreign main proceeding."
Creditor actions in the U.S. against LBF will be barred, and
creditors will be required to file their claims before the Swiss
court.

In a document sent to the U.S. Bankruptcy Court for the Southern
District of New York, LBHI and its affiliates said they do not
oppose the request of PricewaterhouseCoopers AG, Zurich.  On the
contrary, the Debtors said they support the commencement of the
Chapter 15 case of Lehman Brothers Finance SA and the recognition
of LBFS' bankruptcy proceeding in Switzerland as a foreign main
proceeding under the Swiss Financial Market Supervisory Authority,
with PwC as the duly appointed Bankruptcy Liquidator of LBF.

However, the Debtors complain that certain circumstances
surrounding the filing of LBF's Chapter 11 Petition may have been
inaccurately described by PwC.  Despite the inaccuracies, the
Debtors and PwC nevertheless appear to agree that:

  (a) the filing of a Chapter 11 petition was necessary to
      protect LBF's assets in the United States; and

  (b) under the totality of the circumstances, including the
      pendency of the Swiss Bankruptcy, it would be more
      appropriate that the Chapter 11 case of LBF be dismissed
      and supplanted by a Chapter 15 case, in which the Swiss
      Bankruptcy is duly recognized as a foreign main
      proceeding.

The Debtors recognize that FINMA qualifies under Section 1502(3)
of the U.S. Bankruptcy Code as a "foreign court," since it is the
administrative agency with regulatory authority over LBF, and
that FINMA has appointed PwC to be the Bankruptcy Liquidators of
LBF.  The Debtors also agree that PwC is the appropriate party to
be recognized as LBF's foreign representative in the Chapter 15
case.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.
Several affiliates filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units have combined liabilities of
JPY4 trillion -- US$38 billion.  Akio Katsuragi, a former Morgan
Stanley executive, runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LYONDELL CHEMICAL: Taps Carlton, Halleland as Special Counsel
-------------------------------------------------------------
Lyondell Chemical Company and its affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ, as their special counsel, nunc pro tunc to January 6,
2009:

   (1) Mark Carlton, Esq.; and
   (2) Halleland Lewis Nilan & Johnson P.A.

Mr. Carlton, prior to the Petition Date, served as counsel to
Debtor Millennium Holdings LLC in lead pigment/lead paint related
cases.

The Debtors intend to continue Mr. Carlton's services to manage
these aspects of the lead paint litigation:

  * the liability docket for cases brought by both governmental
    entities alleging public nuisance causes of action and
    individuals alleging personal injury and property damage
    causes of action;

  * the coverage case in which Millennium is defending claims by
    its carriers that the carriers are not responsible for any
    liabilities that may result from the liability cases; and

  * the indemnity claim asserted by Millennium against ICI
    arising out of ICI's 1986 acquisition of The Glidden
    Company.

The Debtors will pay Mr. Carlton according to his customary
billing rate of $195 to $200 per hour.  Moreover, Mr. Carlton is
given $20,556 per month as retainer and is reimbursed of any
expenses incurred.  Mr. Carlton will also reimbursed for
necessary expenses.

Mr. Carlton assures the Court that he does not represent or hold
an interest adverse to the Debtors' Chapter 11 cases.  He says
that he is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

                       Halleland Engagement

Before the Petition Date, Halleland represented the Debtors in
connection with lead pigment or paint claims asserted against the
Debtor Millennium Holdings LLC.  By this application, Halleland
will provide these services to the Debtors:

  * defense of Millennium in McCloud v. Millenium;

  * pursuit of defense costs in State of Rhode Island v. LIA et
    al.;

  * monitoring and participation in defense of other pending
    matters; and

  * work on indemnity and insurance coverage matters.


The Debtors will pay Halleland professionals their customary
billing rates:

       Title                       Rate per Hour
       -----                       -------------
       Shareholders                 $320 to $600
       Special counsel and          $320 to $450
        Contract attorneys
       Associates                   $250 to $350
       Paralegals                   $165 to $120
       Litigation support           $100 to $180
       Professionals

The Debtors will reimburse Halleland for necessary expenses
incurred.

Michael T. Nilan, Esq., a shareholder at Halleland, says that
Halleland did not represent, has not represented and will not
represent the Debtors' secured lenders, the Debtors, Debtor
affiliates and Non-Debtor Affiliates, the Debtors' officers and
directors, the Debtors' principal equity holders, the Debtors'
insurance carriers, significant creditors, the Debtors' common
carriers and other parties-in-interest on matters related to the
Debtors' Chapter 11 cases.  He however notes that the certain of
the parties-in-interest are former or current clients of
Halleland on matters unrelated to the Debtors' Chapter 11 cases.

Mr. Nilan avers that Halleland is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy
Code.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Taps Kelley Drye as Counsel on Insurance
-----------------------------------------------------------
Lyondell Chemical Company and its affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ employ Kelley Drye & Warren LLP as their special counsel,
nunc pro tunc to January 6, 2009.

Before the Petition Date, Kelly Drye has represented Debtors
Millennium Holdings, LLC, and Millennum Inorganic Chemicals, Inc.,
with respect to lead paint insurance coverage and other
insurance-related matters.

For this reason, the Debtors intend to hire Kelley Drye to
continue to represent them in insurance coverage matters related
to lead paint and in other insurance coverage matters.

The Debtors will pay Kelley Drye professionals according to their
customary hourly rates:

            Title                  Rate per Hour
            -----                  -------------
            Partners                $510 to $775
            Associates              $280 to $450
            Paralegals              $200 to $210

The Debtors will also reimburse Kelley Drye for necessary out-of-
pocket expenses incurred.

John E. Heintz, Esq., a partner at Kelley Drye, notes that his
firm currently represents trade creditors of the Debtors,
including Ineos Olefins & Polymers, Kolmar Americas Inc., Tata
Consultancy Services, Ltd., and Tata America International Corp.
on matters unrelated to the Debtors' Chapter 11 proceedings.  In
addition, Kelley Drye is advising Becton, Dickinson and Company,
a customer of the Debtors.  He says that Kelley Drye did not
represent, has not represented and will not represent the
Debtors' secured lenders, the Debtors, Debtor affiliates and Non-
Debtor Affiliates, the Debtors' officers and directors, the
Debtors' principal equity holders, the Debtors' insurance
carriers, significant creditors, the Debtors' common carriers and
other parties-in-interest.  He however notes that the certain of
the parties-in-interest are former or current clients of Kelley
Drye on matters unrelated to the Debtors' Chapter 11 cases.

Mr. Heintz notes that the Debtors owe Kelley Drye $412,106 for
prepetition services.  However, he assures the Court that his
firm is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Panel May Retain Brown Rudnick as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized the Official Committee of Unsecured Creditors in
the bankruptcy cases of Lyondell Chemical Company and its
affiliates to retain Brown Rudnick LLP as its counsel, nunc pro
tunc to January 16, 2009.

As the Committee's counsel, Brown Rudnick will:

  * assist and advise the Committee in its discussions with the
    Debtors and other parties-in-interest regarding the overall
    administration of the Chapter 11 cases;

  * represent the Committee at Court hearings and communicate
    with the Committee regarding the matters heard, issues
    raised and  decisions and considerations of the Court;

  * assist and advise the Committee in its examination and
    analysis of the conduct of the Debtors' affairs;

  * review and analyze pleadings, orders, schedules and other
    documents filed and to be filed with the Court by interested
    parties in the Debtors' cases; advising the Committee as
    to the necessity, propriety, and impact of the foregoing
    upon these bankruptcy proceedings; and consenting or
    objecting to pleadings or orders on behalf of the Committee,
    as appropriate;

  * assist the Committee in preparing those applications,
    motions, memoranda, proposed orders, and other pleadings as
    may be required in support of the positions taken by the
    Committee, including all trial preparation as may be
    necessary;

  * confer with other professionals retained by the Debtors and
    the Committee and other parties-in-interest;

  * coordinate the receipt and dissemination of information
    prepared by and received from the Debtors' or the
    Committee's professionals;

  * participate in examinations of the Debtors and other
    witnesses in order to analyze and the Debtors' assets and
    financial condition, and determine whether the Debtors have
    made any avoidable transfers of property, or causes of
    action exist on behalf of the Debtors' estates;

  * negotiate and formulate a plan of reorganization for the
    Debtors; and

  * assist the Committee generally in performing other services
    as may be required for the discharge of the Committee's
    duties pursuant to Section 1103 of the Bankruptcy Code.

Brown Rudnick's professionals will be paid according to the firm's
customary hourly rates:

         Title                     Rate per Hour
         -----                     -------------
         Partners                   $515 to $950
         Associates                 $325 to $605
         Paraprofessionals          $100 to $295

Brown Rudnick will also be reimbursed for its out-of-pocket
expenses under Sections 330 and 331 of the Bankruptcy Code, and
Rule 2016 of the Federal Rules of Bankruptcy Procedure.

Edward S. Weisfelner, Esq., at Brown Rudnick, avers that his firm
conducted a conflicts search to ascertain its connections to the
Debtors and their Chapter 11 cases.  He asserts that Brown
Rudnick has been representing these entities in matters that are
not materially adverse to the Debtors' estates:

  (i) American Railcar Inc., in connection with the amounts owed
      to it by Lyondell Chemical Company and Equistar Chemicals,
      LP and certain limited executory contract matters; and

(ii) American Railcar Leasing LLC, in connection with its
      leases of railcars to Lyondell Chemical Company and
      Equistar Chemicals, LP.

Subsequent to the Petition Date, Brown Rudnick provided general
advice regarding the Debtors' capital structure, consequences of
the Chapter 11 filings, and features of the 2015 and 2027 notes
to Cyrus Opportunities Master Fund II, Ltd.  The representation
was later terminated, Mr. Weisfelner discloses.

Notwithstanding all those disclosures, Mr. Weisfelner believes
that Brown Rudnick is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Panel May Retain Mesirow as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized the Official Committee of Unsecured Creditors in
the bankruptcy cases of Lyondell Chemical Company and its
affiliates to retain Mesirow Financial Consulting, LLC as its
financial advisors, as of January 20, 2009.

Mesirow will provide:

  * assistance in the review of reports or filings as required
    by the Bankruptcy Court or the United States Trustee,
    including schedules of assets and liabilities, statements of
    financial affairs and monthly operating reports;

  * review and analysis of legal entity relationships, including
    with respect to issues which may be raised regarding
    substantive consolidation and accounting for intercompany
    transactions and balances, including off sheet balance sheet
    liabilities;

  * review of the Debtors' financial information, including
    analyses of cash receipts and disbursements, financial
    statement items and proposed transactions for which Court
    approval is sought;

  * evaluation of potential employee retention and severance
    plans;

  * review and analysis of pension funding and related
    liabilities;

  * analysis of assumption and rejection issues regarding
    executory contracts and leases;

  * validation of the Debtors' proposed business plans and the
    business and financial condition of the Debtors' generally;

  * advice and assistance to the Committee in negotiations and
    meeting with the Debtors, the bank lenders and other
    stakeholders;

  * advice and assistance on the tax consequences of proposed
    plans of reorganization;

  * assistance with the claims resolution procedures, including
    analyses of creditors' claims by type of entity;

  * review and analysis of potential fraudulent transfers,
    including transaction and forensic analysis;

  * litigation consulting services and expert witness testimony
    regarding confirmation issues, avoidance actions or other
    matters;

  * review and analysis of exit financing, including cash
    collateral analysis and cash flow validation; and

  * other functions as requested by the Committee or its counsel
    to assist the Committee in these Chapter 11 cases.

Mesirow's professionals will be paid according to these customary
hourly rates:

        Level                              Rate per Hour
        -----                              -------------
  Senior managing director, managing        $670 to $710
   director and director
  Senior vice president                     $580 to $640
  Vice president                            $470 to $540
  Senior associate                          $370 to $440
  Associate                                 $220 to $320
  Paraprofessional                          $150

Mesirow will be reimbursed for necessary out-of-pocket fees
incurred.

Larry Lattig, senior managing director of Mesirow Financial,
avers that based on a review of parties-in-interest in the
Debtors' Chapter 11 cases, his firm:

  * is not a creditor, an equity security holder, or an insider
    of the Debtors;

  * is not and was not, within two years before the Petition
    Date, a director, officer or employees of the Debtors; and

  * does not have an interest materially adverse to the
    interests of the estates or of any class of creditors or
    equity security holders.

Mr. Lattig says Mesirow is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: PJ Solomon May be Panel's Investment Bankers
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Lyondell Chemical Company and its affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain Peter J. Solomon Company as
investment bankers, nunc pro tunc to January 20, 2009.

As the Committee's investment banker, PJSC will:

  * advise and assist the Committee in assessing the operating
    and financial performance of and strategies for the Debtors;

  * review and analyze the business plan and financial
    projections prepared by the Debtors, through testing and
    comparing those assumptions to historical and industry
    trends;

  * advise and assist the Committee in evaluating debtor-in-
    possession financing, cash collateral and exit financing;

  * advise and assist the Committee in assessing the valuation
    of the Debtors and their assets, including valuations
    proposed by any interested party and providing expert
    testimony relating to valuation, if required;

  * advise and assist the Committee in evaluating the Debtors'
    assets and liabilities;

  * advise the Committee regarding restructuring of the Debtors'
    existing loans;

  * advise and assist the Committee in developing, evaluating,
    structuring and negotiating the terms and conditions of any
    potential plans of reorganization;

  * advise and assist in negotiations, on behalf of the
    Committee, with the Debtors or any constituency involved in
    the Chapter 11 cases, including participation in meetings
    and conferences;

  * advise and assist the Committee in assessing the value of
    any debt or securities that may be issued to unsecured debt
    holders or others in conjunction with a plan;

  * provide testimony with regard to the proposed recoveries to
    unsecured debt holders under a Plan;

  * advise the Committee, upon its request, in connection with
    one or more possible transactions, or series or combination
    of transactions between the Debtors and a third party,
    in the transfer of their businesses or any portion of their
    assets including in, among others, (i) a sale or exchange of
    capital stock or assets with or without a purchase option,
    (ii) a merger or consolidation, (ii) a tender or exchange
    offer, a leveraged buy-out, (iv) the formation of a joint
    venture or partnership; and

  * render other financial advisory and investment banking
    services as may be agreed upon by PJSC and the Committee.

PJSC will be paid a monthly advisory fee that will include:

  (i) $175,000, pro-rated for the period from January 20, 2009,
      to January 31, 2009;

(ii) $175,000 for each of February, March and April, 2009;

(iii) $225,000 for each of May, June and July 2009; and

(iv) $250,000 for each month during the term of PJSC's
      employment, payable in advance on the first business day
      of each month.

PJSC will be reimbursed for any actual and necessary costs and
expenses incurred in connection with its retention.

Anders J. Maxwell, managing director at PJSC, cites that PJSC
does not hold or represent an interest adverse to the Debtors'
estates.  Accordingly, PJSC is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code, he
says.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MANASSEH BUILDING: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Manasseh Building Group, Inc.
        aka MBG
        aka Pacific Planning and Design
        212 N. Kanan Road
        Oak Park, CA 91377

Bankruptcy Case No.: 09-12507

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

Chapter 11 Petition Date: March 9, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  jae@jmbm.com
                  Jeffer, Mangels, Butler & Marmaro LLP
                  1900 Avenue of The Stars, 7th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Nancy Salamar                  Trade debt        $50,000
29105 Laro Dr.
Agoura, CA 91301
Tel: (818) 879-1649

WinWholesale                   Trade debt        $12,094
PO Box 530957
Atlanta, GA 30353-0957
Tel: (916) 685-3399

Capital One                    Trade debt        $8,187
PO Box 30285
Salt Lake City, UT 84130-0285
Tel: (800) 867-0904

California Capital Insurance   Trade debt        $7,118
Group

Tri-Star                       Trade debt        $1,603

Chase                          Trade debt        $1,577

Crown Disposal Co. Inc.        Trade debt        $508

Orkin Pest Control             Trade debt        $298

Apartment Owners Ass. of       Trade debt        $143
California

Delta Fire Protection &        Trade debt        $135
Equipment

The petition was signed by Stephen W. Gregorchuk, president.


MAGNA ENTERTAINMENT: May Borrow $13.3 Million from Affiliate
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Magna Entertainment Corp., to borrow, on the interim,
$13.3 million from affiliate MI Developments Inc., Bloomberg's
Bill Rochelle said.

Magna Entertainment had proposed to access $62.5 million in
debtor-in-possession loans from MID.  Some creditors, however,
objected and questioned whether the affiliate should be the
lender, Bloomberg reported.

MID is the majority shareholder and is a creditor owed $372
million.

As reported by the TCR on March 6, the Debtors solicited offers
for DIP financing but MID would not consent to any DIP facility
that primed its 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 will 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 owing by Magna to MID; and

   (b) pay $44,300,000 in cash.

                     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.

MEC and 24 affiliates filed Chapter 11 petitions on March 5, 2009
(Bankr. D. Del. Lead Case No. 09-10720).  Judge Mary F. Walrath
presides over the cases.  Marcia L. Goldstein, Esq., and Brian S.
Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York; and L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, serve as the Debtors'
bankruptcy counsel.  Miller Buckfire & Co. LLC acts as the
Debtors' financial advisors and Kurtzman Carson Consultants LLC
acts as the Debtors' noticing and claims agent.

As of December 31, 2008, the Debtors had $1,049,387,000 in total
assets and $958,591,000 in total debts.


MAGNA ENTERTAINMENT: Receives Notice Of Delisting From Nasdaq
-------------------------------------------------------------
Magna Entertainment Corp. received notification from The Nasdaq
Stock Market indicating that Nasdaq staff had determined, in
accordance with Marketplace Rules 4300, 4450(f) and IM-4300, that
the company's securities will be delisted from Nasdaq as a result
of, among other things, MEC's announcement that it filed a
voluntary petition for relief under Chapter 11 in the United
States.

MEC does not intend to appeal Nasdaq's delisting decision and,
accordingly, the trading of MEC's Class A Subordinate Voting Stock
will be suspended at the opening of business on March 16, 2009.

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.

MEC and 24 affiliates filed Chapter 11 petitions on March 5, 2009
(Bankr. D. Del. Lead Case No. 09-10720).  Judge Mary F. Walrath
presides over the cases.  Marcia L. Goldstein, Esq., and Brian S.
Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York; and L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, serve as the Debtors'
bankruptcy counsel.  Miller Buckfire & Co. LLC acts as the
Debtors' financial advisors and Kurtzman Carson Consultants LLC
acts as the Debtors' noticing and claims agent.

As of December 31, 2008, the Debtors had $1,049,387,000 in total
assets and $958,591,000 in total debts.


MAGNA ENTERTAINMENT: Taps AlixPartners as Restructuring Advisors
----------------------------------------------------------------
Magna Entertainment Corp. and certain of its subsidiaries,
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ AlixPartners, LLP to perform restructuring
advisory services.

AlixPartners will:

   a) assist with the Debtors bankruptcy filing under Chapter 11
      of the U.S. Bankruptcy Code;

   b) assist the Debtor with preparing and filing of the
      bankruptcy schedules and statements of financial affairs;

   c) assist with the overall claims and contracts resolution
      process and provide both the Debtors and its counsel access
      to the claims and contracts data;

   d) provide various bankruptcy consulting services throughout
      the case, as necessary;

   e) work at the direction of the Debtor and counsel to assist
      with planning and directing Chapter 11 related
      communications to employees, vendors, customers and parties
      in interest;

   f) be available for testimony as necessary; and

   g) assist with other matters as may be requested that fall
      within AlixPartners' expertise and that are mutually
      agreeable.

The Debtors and AlixPartners intend that all the services provided
will be (a) appropriately directed by the Debtors so as to avoid
duplicative efforts among the other professionals retained in the
case and (b) performed in accordance with applicable standards of
the profession.

Meade Monger, managing director of AlixPartners, tells the Court
that the discounted hourly rates for professionals working in
these cases are:

     Managing Directors                        $595
     Directors                                 $485
     Vice Presidents                           $395
     Associates                                $295
     Analysts                                  $195
     Paraprofessionals                         $120

Mr. Monger adds that the Debtors do not owe AlixPartners any
amount for services performed or expenses incurred prior to the
petition date.  During 90 days prior to petition date,
AlixPartners received $252,069.  In addition, AlixPartners
received an advance retainer of $150,000.

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

                     About Magna Entertainment

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

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

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

                           *     *     *

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

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

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

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

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

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

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

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


MAGNA ENTERTAINMENT: Wants to Hire KCC as Claims & Noticing Agent
-----------------------------------------------------------------
Magna Entertainment Corp. and its subsidiaries, obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kurtzman Carson Consultants LLC as claims and noticing
agent and as agent of the Bankruptcy Court.

KCC is expected to:

   a) notify all potential creditors of the filing of the
      Debtors' Chapter 11 cases and the date of the first meeting
      of creditors and further provide notices of: the claims bar
      date, objections to claims and transfer of claims, hearings
      on confirmation of a Plan/disclosure statement, hearings on
      motions filed by United States Trustee, and the transfer of
      claims;

   b) within 7 days of the service of documents, filing with the
      Court, a copy of the notice served with a certificate of
      service, indicating the name and address of each party
      served;

   c) prepare and serve motions, applications, requests for
      relief, hearing agendas, and related documents on behalf of
      the Debtors in these Chapter 11 cases;

   d) assist in the Debtors' preparation of the schedules of
      assets and liabilities and their statements of financial
      affairs, listing, among other things, the Debtors' known
      creditors and amounts owed thereto and maintain an official
      copy of same;

   e) maintain a copy service from which parties may obtain
      copies of relevant documents in these cases;

   f) notify all potential creditors of the existence and amount
      of their claims as set forth in the schedules;

   g) furnish a form for the filing of proofs of claim, after
      approval of the notice and form by this court, and provide
      notice for the bar date for filing proofs of claim;

   h) file with the Clerk's Office a copy of the bar date notice,
      a list of persons to whom it was mailed, and the date the
      notice was mailed;

   i) docket all claims received, maintain a separate official
      claims register for each Debtor in this jointly
      administered case on behalf of the Clerk's Office, and
      provide the Clerk's Office with a certified duplicate
      unofficial claims registers on a monthly basis, unless
      otherwise directed;

   j) specify in the applicable claims registers certain
      information for each claim docketed;

   k) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   l) relocate, by messenger, all of the actual proofs of claim
      with the Court, if necessary to KCC, not less than weekly;

   m) record all transfers of claims and provide any notices of
      the transfers required ny Bankruptcy Rule 3001;

   n) notify the claims registers pursuant to applicable orders
      of this Court and file quarterly updated claims registers
      with the Court, but if there has been no claims activity,
      the claims agent may file a certification of no claim
      activity;

   o) allow public access to claims and the claims registers at
      no charge;

   p) upon completion of the docketing process for all  claims
      received to date by the Clerk's Office, turning over to the
      Clerk's Office copies of the claims registers for review by
      the Clerk's  Office;

   q) maintain the official mailing lists for each Debtor of all
      entities that have filed a proof of claim, which list will
      be made available upon request by a party in interest or
      the Clerks' Office;

   r) establish and maintain  a case website with case
      information, including key dates, service lists, and free
      access to the case docket within three days of docketing;

   s) if requested, assist with, among other things, the
      solicitation and the calculation of votes and distributions
      as required in furtherance of confirmation and consummation
      of a Chapter 11 Plan;

   t) 30 days prior to the close of the cases, assist counsel for
      the Debtors in submitting an order dismissing KCC as the
      Court's outside agent and terminate the services of KCC
      upon completion of its duties and responsibilities and upon
      closing of these cases; and

   u) otherwise fulfill all duties set forth in Local Rule
      2002-1(f).

The Court also authorized the Debtors to compensate KCC in
accordance with the service agreement, upon the receipt of
detailed invoices and to reimburse KCC for all reasonable and
necessary expenses without the necessity for KCC to file
application for compensation or reimbursement with the Court.

Michael J. Frishberg, vice president of corporate restructuring
Services of KCC, told the Court that to date, there are no
outstanding amounts owed to KCC by the Debtors.

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

                     About Magna Entertainment

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

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

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

                           *     *     *

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

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

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

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

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

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

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

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


MASONITE INT'L: Presents Projections; Negotiating Chapter 11 Plan
-----------------------------------------------------------------
In connection with the negotiations between Masonite International
Inc. and a steering committee representing its senior secured
lenders and an ad-hoc committee representing holders of its senior
subordinated notes due 2015 relating to the restructuring
transaction, the company provided the senior secured lending
steering committee and subordinated note holders' committee with
certain non-public financial information under confidentiality
agreements by and between the company and such senior secured
lenders and senior subordinated note holders.  The confidentiality
agreements require that the company disclose certain of the non-
public information provided to them.

The information provided by the company included projections of
the company's operations and financial conditions from 2009
through 2013, prepared as of February 2009.  The company does not,
as a matter of course, publicly disclose projections.  The
projections were not prepared with the view to public disclosure
and are included in this current report only because such
information was made available to the senior secured lenders
steering committee and senior subordinated note holders committee.

Accordingly, the company does not intend to, and disclaims any
obligation to (a) furnish updated projections, (b) include such
updated information in any documents which the company may file
with the Securities and Exchange Commission or (c) otherwise make
such updated information publicly available.  The financial
information presented relating to the 12 months ended
December 31, 2008, has been provided for indicative purposes only,
is preliminary and remains subject to change, including potential
adjustments in connection with the audit procedures being
performed by the company's independent public accountants.

The projections are based on a variety of estimates and
assumptions which may not be realized and are inherently subject
to significant business, economic and competitive uncertainties
and contingencies, many of which are beyond the company's control.
In particular, the projections are based on these key assumptions:

   -- the company's ability to maintain sufficient working
      capital to self-fund operations or access to financing
      sources to fund any deficiencies, including the company's
      ability to complete the proposed restructuring transaction
      and gain consent from its lenders to decrease the size of
      the company's outstanding debt obligation, the existence of
      stable foreign exchange and capital markets, and the
      continuing support of trade creditors and the ability to
      obtain enhanced trade credit support.

   -- current and projected market conditions in each of the
      company's respective markets, including assumptions
      regarding stabilization of the market for raw materials and
      the company's ability to pass along any increases in raw
      material costs to its customers if increases occur.

   -- an estimate of the company's ability to maintain and grow
      its existing product lines and customer relationships in
      2009 and beyond, including the timing of such growth in
      both its North American and Rest of World segments based on
      the pace of global economic recovery.

   -- cost savings opportunities at its manufacturing operations,
      including the ability to rationalize and exit certain low
      margin products, the ability to optimize its manufacturing
      footprint through rationalizing excess capacity in certain
      of its operations, and the ability to achieve cost savings
      related to manufacturing and purchasing efficiencies.

Some of the assumptions may not materialize, and events and
circumstances occurring subsequent to the date on which these
projections were prepared may be different from those assumed or
may be unanticipated, and thus may affect financial and operating
results in a material manner.  In addition, the projections do not
contemplate outcomes where the company is unable to complete the
proposed restructuring transaction and pursues alternative options
such as a prolonged Chapter 11 filing or a partial or full break-
up and sale of its various operations.  Accordingly, it is
expected that there will be differences between actual and
projected results, and actual results may be materially different
from those set forth.

The projections were not prepared with a view to compliance with
the published guidelines of the Commission regarding projections,
nor were they prepared in accordance with the guidelines
established by the American Institute of Certified Public
Accountants for preparation and presentation of financial
projections.  Moreover, the company's accountants have not
examined or applied any procedures to the projections in
accordance with standards established by the American Institute of
Certified Public Accountants and express no opinion or assurance
on their reasonableness, accuracy or achievability.  The
projections do not include adjustments that may be required to the
company's financials statements as a result of the adoption of
"fresh start" accounting.

As reported by the Troubled Company Reporter, the company reached
an agreement in principle with members of a steering committee
representing its senior secured lenders and representatives of an
ad-hoc committee representing holders of its senior subordinated
notes due 2015 on the terms of a restructuring plan that will
enable the company to significantly reduce its outstanding debt
and create an appropriate capital structure to support the
company's long-term strategic plan and business objectives.

Support for the plan is currently being solicited by the company
from its broader lender and bondholder constituencies.  If
approved by the requisite percentages of the lender and bondholder
groups and implemented as proposed, the restructuring plan will
enable Masonite to reduce its total funded debt by nearly $2
billion, from $2.2 billion to up to $300 million upon consummation
of the plan.  The debt reduction would reduce annual cash interest
costs by approximately $145 million and provide Masonite with
greater liquidity and financial flexibility as it continues to
take aggressive action to address challenges created by the
downturn in the global housing and credit markets.

Under terms of the agreement in principle, Masonite's existing
Senior Secured Obligations would be converted on a pro rata basis,
subject to the election of each existing holder of Senior Secured
Obligations, into:

   (i) a new senior secured term loan of up to $200 million,

  (ii) a new second-lien PIK Loan of up to $100 million, and/or

(iii) 97.5% of the common equity of a reorganized Masonite
       subject to dilution for warrants issued to the Senior
      Subordinated Noteholders and management equity or options.

Senior Subordinated Notes would be converted to 2.5% of the common
equity in Masonite plus warrants for 17.5% of the common stock of
the company, subject to dilution for management equity or options.

It is anticipated that the restructuring would be implemented by
means of a "pre-negotiated" Plan of Reorganization filed in
conjunction with voluntary Chapter 11 proceedings in the United
States and similar proceedings under the Companies' Creditors
Arrangement Act (CCAA) in Canada.  The legal proceedings would be
initiated upon receipt of approvals for the restructuring plan
from the requisite percentages of the lender and bondholder
constituencies.

Masonite noted that pre-negotiated restructuring plans typically
require only 90 to 120 days to effectuate.  The implementation of
the agreement in principle is subject to closing conditions.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.

As reported by the Troubled Company Reporter, Masonite entered
into a further extension, to February 9, 2009, of its forbearance
agreements with its bank lenders and with holders of a majority of
the senior subordinated notes due 2015 issued by two of the
Company's subsidiaries.


MASONITE INT'L: Reports 19.8% Decline in 2008 Sales
---------------------------------------------------
Masonite International Inc. announced on Monday unaudited
financial information for the fourth quarter and full year 2008.

Masonite said 2008 sales were $390.3 million, a decline of 19.8%
compared to sales of $486.8 million in the fourth quarter of 2007.
Operating EBITDA decreased 66.5% to $13.2 million from $39.4
million in the fourth quarter of 2007.

Operating EBITDA in the fourth quarter of 2008 decreased to
$13.2 million from $39.4 million in the prior year primarily due
to lower sales volumes and higher levels of materials cost
inflation that were not fully offset by price increases and a
reduction in selling, general and administration expenses of $11.3
million versus the prior year.

In the fourth quarter of 2008, cash decreased $14.0 million as
cash flow was negatively impacted by the contraction of trade
payable terms of approximately $37.1 million, and $7.0 million
relating to professional advisor fees associated with pursuing a
resolution to the company's capital structure.  Fourth quarter
cash flow was also impacted by the non-payment of accrued interest
in the amount of $42.9 million related to the payment blockage on
the senior subordinated notes.  The company also entered into a
new Accounts Receivables Securitization program which generated
approximately $12.5 million of cash flow.

For the 12 months ended December 31, 2008, the company reported
consolidated sales of $1.8 billion, a decline of 16.5% compared to
sales of $2.2 billion in the 12 months of 2007.  Operating EBITDA
decreased 49.3% to $138.1 million from $272.4 million in the 12
months of 2007.

Operating EBITDA decreased by 49.3%, or $134.3 million in 2008,
primarily due to significantly lower volumes caused by declining
housing starts and repair, renovation and remodeling activity, as
well as the loss of the Home Depot regions.  Additionally,
inflation on materials and other costs were not fully passed onto
customers due to competitive dynamics aggravated by the weak
market conditions.  Significant productivity in manufacturing and
selling, general administrative costs partially offset the decline
in EBITDA from lower volumes and higher inflation.

In 2008, cash increased by $152.5 million, influenced
significantly by the draw on the company's revolving credit
facility of $336 million offset by approximately $55.8 million of
trade payables terms contraction, $39.6 million repaid as a result
of changes in the company's accounts receivable securitization
programs, $42.4 million paid for contractually required
acquisitions and distributions to minority interest shareholders,
$28.7 million related to operational restructuring and $13.7
million related to forbearance and professional fees related to
the company's Capital Restructuring activities.  Cash flow
benefited from the non-payment of accrued interest in the amount
of $42.9 million related to the payment blockage on the senior
subordinated notes in October 2008.

The company was not in compliance with the financial covenants
contained under its senior secured credit agreement as at
December 31, 2008.

                        Restructuring Plan

As reported by the Troubled Company Reporter, the company said
March 3, 2009, that it has reached an agreement in principle with
members of a steering committee representing its senior secured
lenders and representatives of an ad-hoc committee representing
holders of its senior subordinated notes due 2015 on the terms of
a restructuring plan that will enable the company to significantly
reduce its outstanding debt and create an appropriate capital
structure to support the company's long-term strategic plan and
business objectives.

Support for the plan is currently being solicited by the company
from its broader lender and bondholder constituencies.  If
approved by the requisite percentages of the lender and bondholder
groups and implemented as proposed, the restructuring plan will
enable Masonite to reduce its total funded debt by nearly $2
billion, from $2.2 billion to up to $300 million upon consummation
of the plan.  The debt reduction would reduce annual cash interest
costs by approximately $145 million and provide Masonite with
greater liquidity and financial flexibility as it continues to
take aggressive action to address challenges created by the
downturn in the global housing and credit markets.

Under terms of the agreement in principle, Masonite's existing
Senior Secured Obligations would be converted on a pro rata basis,
subject to the election of each existing holder of Senior Secured
Obligations, into:

   (i) a new senior secured term loan of up to $200 million,

  (ii) a new second-lien PIK Loan of up to $100 million, and/or

(iii) 97.5% of the common equity of a reorganized Masonite
       subject to dilution for warrants issued to the Senior
       Subordinated Noteholders and management equity or options.

Senior Subordinated Notes would be converted to 2.5% of the common
equity in Masonite plus warrants for 17.5% of the common stock of
the company, subject to dilution for management equity or options.

It is anticipated that the restructuring would be implemented by
means of a "pre-negotiated" Plan of Reorganization filed in
conjunction with voluntary Chapter 11 proceedings in the United
States and similar proceedings under the Companies' Creditors
Arrangement Act (CCAA) in Canada.  The legal proceedings would be
initiated upon receipt of approvals for the restructuring plan
from the requisite percentages of the lender and bondholder
constituencies.

Masonite noted that pre-negotiated restructuring plans typically
require only 90 to 120 days to effectuate.  The implementation of
the agreement in principle is subject to closing conditions.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.

As reported by the Troubled Company Reporter, Masonite entered
into a further extension, to February 9, 2009, of its forbearance
agreements with its bank lenders and with holders of a majority of
the senior subordinated notes due 2015 issued by two of the
Company's subsidiaries.


MEADOWBROOK FARMS: Will File for Chapter 7 Bankruptcy Protection
----------------------------------------------------------------
David Mercer at The Associated Press reports that Meadowbrook
Farms will file for Chapter 7 bankruptcy protection.

Meadowbrook Farms estimated it owed farmers more than $5 million
in February 2009, The AP says.

According to The AP, hog farmer Bob Johnson said Monday that he
and other members of Meadowbrook Farms' board voted last week to
enter the Company bankruptcy and liquidate the cooperative.
There's little hope that Meadowbrook Farms could find an investor
or lender to bail it out, the report states, citing Mr. Johnson.

The AP relates that Meadowbrook Farms laid off the 600 workers in
its Rantoul processing plant in December 2008.  The Company, says
the report, had hoped to reopen and bring workers back.

The AP reports that Meadowbrook Farms' bank and the U.S.
Department of Agriculture has denied requests for a loan or other
help.  Meadowbrook Farms CEO Richard Klene said that he is still
trying to find a multimillion-dollar loan or an investor to keep
the Company alive, The AP states.  The report quoted him as
saying, "I'm not trying to buy time, I'm trying to save 625 jobs."

Messrs. Johnson and Klene and other cooperative officials said
that Meadowbrook Farms collapsed mainly due to a deal with Triad
Foods, The AP relates.  Citing Meadowbrook Farms officials, The AP
states that Triad Foods backed out of a contract in 2008 to
purchase hogs and have filed a lawsuit against the Company.
According to the report, Triad Foods denied the allegation and
accused Meadowbrook Farms of failing to live up to the terms of
the contract.

Belleville-based Meadowbrook Farms is a hog-farming cooperative
that opened in 2002.  Meadowbrook Farms has more than 100 members
and hog suppliers.


MERCEDES HOMES: Gets Court Nod to Access Cash Collateral
--------------------------------------------------------
Mercedes Homes Inc. has received authorization from the U.S.
U.S. Bankruptcy Court for the Southern District Florida in West
Palm Beach, to use its secured lenders' cash collateral.

Mercedes Homes may use the cash collateral until a hearing on
April 9, Bloomberg's Bill Rochelle said.

Mercedes, Bloomberg relates, owes almost $159 million to a first-
lien lender, and (i) more than $70 million on a secured revolving
loan

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The company and 10 of its affiliates filed for Chapter 11
protection on Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-
11191).  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey,
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed Richard M. Williamson and Alvarez & Marsal North
American LLC as their chief restructuring officer, Odyssey Capital
Group LLC as valuation expert, Michael P. Kahn & Associates LLC as
financial advisor and Kurtzman Carson Consultants LLC as claims
and noticing agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $1 million
to $10 million each.

M. Bryant Gatrell, Esq., at Moore & Van Allen PLLC, represents the
agent for the Debtors' prepetition first lien facilities.  Jay M.
Sakalo, Esq., at Bilzin Sumberg Baena Price & Exelrod, LLP,
represents the agent for the Debtors' prepetition second lien
facility.


MERISANT WORLDWIDE: Proposes 2009 Employee Incentive Plan
---------------------------------------------------------
Merisant Worldwide, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the implementation of
the Debtors' Fiscal 2009 Incentive Plan for the Debtors' 7
executives and approximately 460 other eligible employees.  The
Debtors also ask the Court to authorize the payment of any
incentive bonuses earned under the 2009 Incentive Plan as
administrative expenses of the Debtors' estates, pursuant to Sec.
503(b)(1)(A) of the Bankruptcy Code.

The Debtors tell the Court that the relief requested is essential
to the successful reorganization of the Debtors and is in the best
interests of the Debtors' estates and creditors.

Under the 2009 Incentive Plan, the employee may earn either an
Enterprise Incentive Bonus or a Manufacturing Incentive Bonus, but
not both.

Executives will be eligible only for Enterprise Incentive Bonuses,
which is based on the company achieving a threshold percentage of
the company performance target.  Manufacturing Incentive Bonuses
is based on the company achieving its performance targets and the
operating goals for the manufacturing location at which the
employee works.

The quarterly incentive structure in the 2009 Incentive Plan is
summarized below:

   Quarterly       Quarterly Percent of     Quarterly Percent
Evaluation Date    Annual EBITDA Target   Payout of Target Bonus

March, 2009               16%                    15%

June, 2009                23%                    20%

September, 2009           28%                    25%

December, 2009            32%                    40%

A hearing is scheduled for March 24, 2009, 2:00 p.m. at U.S.
Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #2, in
Wilmington, Delaware.

                     About Merisant Worldwide

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

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

Merisant Worldwide holds 100% interest in Merisant Company.

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


MI DEVELOPMENTS: Moody's Reviews Senior Debentures on Magna Filing
------------------------------------------------------------------
Moody's Investors Service placed the senior debentures of MI
Developments Inc. (Ba1) on review for possible downgrade.  Moody's
rating action reflects the persistent financial issues causing
Magna Entertainment Corp. to file for Chapter 11 bankruptcy
protection on March 5, 2009 and the accelerated pressures in the
automotive sector. MID has a 54% equity stake and controls 96% of
the votes of MEC.  MID's cash flows are derived from long-term
triple-net leases, substantially all of them to MID's former
parent, Magna International, Inc. (unrated), from which MID was
spun off in 2003.

In its review, Moody's will assess the ultimate structure of MID
and MEC as a result of the bankruptcy and the effects on MID's
portfolio and credit metrics.  Moody's will also closely monitor
Magna's performance as MID has acute tenant and portfolio
concentration in manufacturing and automotive assembly properties
in the midst of a weak automotive industry, which Moody's expects
will face significant operating pressures.  Alternative users for
certain properties, should MID need to release them, may be
limited.

MID announced on March 5, 2009 that MEC and certain of MEC's
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code.  MID has agreed to provide a six-
month secured debtor-in-possession financing facility to MEC (DIP
Financing) in the amount of US$62.5 million, to be used to fund
MEC's operational needs, together with interest and fees payable
to secured creditors (including an estimated US$26.2 million to
MID).  The DIP financing contemplates that MEC will sell all of
its assets through an auction process.  MID has also entered into
a "Stalking Horse Bid" agreement with MEC to purchase certain
assets for US$195 million, with $136 million to be satisfied
through a credit bid of MID's existing loans to MEC, $44 million
in cash and $15 million through the assumption of a capital lease.
Both the DIP Financing and the Stalking Horse Bid are subject to
the approval of the U.S. Bankruptcy Court.

MID would retain and develop any non-racing real estate assets it
acquires from MEC in the Chapter 11 auction process and 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) that would be self-sustaining and non-recourse to
MID's real estate business.  Following the completion of the
Chapter 11 process, MID would enter into a forbearance agreement,
which would restrict transactions between its real estate business
and Raceco.  By December 31, 2011, MID would either sell or spin
off Raceco to shareholders, if it were pro forma profitable and
self-sustaining, or cease racing and gaming operations at Raceco
and either sell or develop all of Raceco's remaining assets.

MID is a real estate operating company that owns, develops and
manages industrial and commercial real estate properties located
in North America and Europe.  The MEC holding has been a credit
weakness, since MEC's cash flows are more volatile and seasonal
than the stable cash flows of MID.  MID does not guarantee any of
MEC's debt, but has extended multiple loans to MEC and MEC's
subsidiaries.

An upgrade is unlikely in the medium term.  A return to a stable
outlook would be based upon successfully resolving MEC's Chapter
11 bankruptcy process with no negative implications for MID's
financial metrics or portfolio, and clarity surrounding the impact
of the automotive business pressures on its Magna leases.  The
rating could come under pressure should MID experience a
substantive weakening in credit metrics with fixed charge coverage
consistently trending below 3x, a significant deterioration in the
automotive industry that would force Magna to close a substantial
number of its properties leased to MID, as well as further CEO and
director turnover that increases Moody's concerns about corporate
governance matters.

These ratings were placed on review for possible downgrade:

* MI Developments Inc. -- Unsecured debt at Ba1; unsecured debt
  shelf at (P)Ba1.

Moody's last rating action with respect to MI Developments was on
November 19, 2008 when Moody's downgraded the senior unsecured
ratings to Ba1, from Baa3, with a stable outlook.

MI Developments Inc., a real estate operating company
headquartered in Aurora, Ontario, Canada, is engaged in the
ownership, development, management, leasing and acquisition of
industrial and commercial real estate properties located in North
America and Europe.  Virtually all of its income-producing
properties are under lease to Magna International Inc. or its
subsidiaries.  MID also acquires land that it intends to develop
for mixed-use and residential projects and holds a controlling
interest in Magna Entertainment Corp., an owner and operator of
horse racetracks and supplier, via simulcasting, of live racing
content to the inter-track, off-track and account wagering
markets.  At September 30, 2008, MI Developments had US$2.8
billion in assets on a consolidated basis and US$1.7 billion in
equity.


MICRON TECHNOLOGY: S&P Pares Rating on $1.3 Bil. Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its issue-level and
recovery ratings on Micron Technology Inc.'s unsecured debt issue.
The issue-level rating on the company's $1.3 billion senior
unsecured convertible notes has been lowered to 'B-' (one notch
lower than the corporate credit rating on Micron), from 'B'.  The
recovery rating has been changed to '5' from '4', indicating the
expectation for modest (10% to 30%) recovery in the event of a
payment default.

The change to the issue-level and recovery ratings is the result
of the company entering into a new 300 million Singapore Dollar
secured term loan shortly after the publication of S&P's last
recovery report.  The amount of the additional secured, priority
debt reduces S&P's estimated residual enterprise value available
to unsecured debtholders to the extent that S&P's expected
recovery for the rated unsecured debt is now in the 10% to 30%
range.  S&P has not made changes to its simulated default scenario
assumptions.

                           Ratings List

                      Micron Technology Inc.

           Corporate credit rating       B/Negative/--

                        Ratings Downgraded

                                          To     From
                                          --     ----
              $1.3 bil. Sr. Un Sec. Nts   B-     B
              Recovery rating             5      4


MILACRON INC: Files for Bankruptcy, to Sell Biz to Investors
------------------------------------------------------------
Milacron Inc. has reached an agreement in principle with Avenue
Capital Group and certain funds or accounts managed by DDJ Capital
Management LLC -- which together hold approximately 78% of the
company's 11-1/2% Senior Notes -- in connection with a
comprehensive financial restructuring of the company.

           $80-Mil. DIP Loan from Avenue Capital, DDJ

The proposed restructuring includes a commitment by Avenue Capital
and DDJ to enter into an $80 million debtor-in-possession term
loan facility, which will provide Milacron with $40 million in new
funds.  It also contemplates that Avenue Capital and DDJ, together
with eligible Noteholders who accept an invitation to participate
in the transaction, would purchase substantially all of the
company's assets.  In return for the assets, the agreement
contemplates that, among other things, the participating
Noteholders will repay the full debtor-in-possession facilities,
including a new revolver, assume certain of the company's ordinary
course liabilities and provide additional consideration to
Noteholders who do not participate in the acquisition.  The
acquisition is intended to permit Milacron to continue as a going
concern with substantially less debt.

                Bankruptcy Filings in Ohio, Canada

Despite aggressive cost reduction and ongoing capacity
rationalization over the past several years, severely reduced
sales and orders in recent months -- precipitated by the ongoing
credit crisis and deteriorating global economic conditions -- have
impacted liquidity to the point that Milacron elected to
voluntarily file for Chapter 11 protection in the Southern
District of Ohio in Cincinnati and an ancillary proceeding in
Canada.  The filings enable Milacron to implement the
restructuring and continue to operate its business in the normal
course. The filings include Milacron's Canadian and U.S.
operations only and should not affect the company's European,
Asian or any other non-North American operations.

"Pursuit of these transactions is a positive step that is in the
best interests of the company, our employees, customers, suppliers
and other constituents," said Dave Lawrence, Milacron president
and chief executive officer. "Avenue Capital and DDJ's continued
support is indicative of their faith in Milacron's brands,
products and people, each helping to create value in the
marketplace. This process will allow the business to withstand
current economic conditions as part of a new enterprise with a
healthy balance sheet."

                 $55,000,000 DIP Loan from GECC

In addition to the $80 million DIP facility with Avenue Capital
and DDJ, Milacron has received a $55 million DIP revolving credit
facility from General Electric Capital Corporation, which replaces
the company's pre-petition revolver.  Availability under the new
revolver is subject to a borrowing base formula.

The DIP facilities are subject to approval by the bankruptcy
court.

"We appreciate the ongoing loyalty and support of our employees,"
Lawrence said. "Their dedication and hard work are critical to our
success and integral to the future of the company. I would also
like to thank our customers, suppliers and business partners for
their continued support during this process."

The agreement in principle is subject to certain conditions,
including execution and delivery of a mutually satisfactory
definitive asset purchase agreement as well as bankruptcy court
approval. Upon execution of a definitive purchase agreement,
Milacron will solicit competing bids from other potential
purchasers and conduct a sales process approved by the bankruptcy
court. Milacron's assets would be sold to the bidder submitting
the highest and best offer.

First incorporated in 1884, Milacron Inc. (Pink Sheets:MZIA) --
http://www.milacron.com/-- is a global supplier of plastics-
processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.


MILACRON INC: Case Summary & 35 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Milacron Inc., Debtor
        4165 Half Acre Road
        Batavia, OH 45103

Bankruptcy Case No.: 09-11235

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Cimcool Industrial Products Inc.                   09-11236
Milacron Marketing Company                         09-11237
Milacron Plastics Technologies Group, Inc.         09-11238
D-M-E Company, Inc.                                09-11239
Milacron Canada Ltd.                               09-11241
Milacron Capital Holdings B.V.                     09-11244

Type of Business: The Debtor supplies plastics-processing
                  technologies and industrial fluids, with major
                  manufacturing facilities in North America,
                  Europe and Asia.   First incorporated in 1884,
                  Milacron is also manufactures synthetic water-
                  based industrial fluids used in metalworking
                  applications.

                  See: http://www.milacron.com

Chapter 11 Petition Date: March 10, 2009

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug Jr.

Debtor's Counsel: Kim Martin Lewis, Esq.
                  kim.lewis@dinslaw.com
                  Patrick Burns, Esq.
                  patrick.burns@dinslaw.com
                  Dinsmore & Shohl LLP
                  255 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 977-8458

Counsel to the
CCAA Proceeding:  Torys LLP

Restructuring
and Financial
Advisor:          Conway, Del Genio, Gries & Co., LLC

Banker and
Financial
Advisor:          Rothschild Inc.

Claims Agent:     Kurtzman Carson Consultants LLC

CCAA Monitor:     RSM Richter Inc.

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fanuc                          Trade Debt        $6,699,000
Osamu Kawamonzen
Overseas Sales Division
3580 Shibokusa
Aza-komanba
Yamanshi 401-05, Japan

Bosch Rexroth Corp.            Trade Debt         $757,805
Parveen Gupta
2315 City Line Road
Bethleham, PA  18017

McSwain Mfg. Corp.             Trade Debt         $706,969
Ken Bertrand
189 Container Place
Cincinnati, OH  45246

Polimold Industrial S/A        Trade Debt         $616,360
Estrada Dos Casa
4585-B Alvarenga
SBCAMPO - SP
Brazil CEP 09840-000

Wittmann, Inc.                 Trade Debt         $523,385
Dave Preusse
One Technology Park Dr.
Torrington, CT  06790-2594

Chen Hsong Machinery           Trade Debt         $489,510

Viox Services Inc.             Trade Debt         $392,232

Arcelormittal (ISG)            Trade Debt         $388,419

Ort Tool and Die Corp.         Trade Debt         $379,535

Lamina Bronze                  Trade Debt         $351,521

K.S. Mould Parts Co., Ltd.     Trade Debt         $347,154

Fitzpatrick Mfg. Co.           Trade Debt         $219,095

DC Repair Inc.  Jim O'Neal     Trade Debt         $213,855

JH Industries Inc              Trade Debt         $203,701

ADGO Enginering & CN           Trade Debt         $197,620

Univar USA Inc.                Trade Debt         $195,200

Tempco Electric Heater         Trade Debt         $193,102

Maguire Products               Trade Debt         $185,924

Xaloy                          Trade Debt         $176,736

Crowe Horwath LLP              Trade Debt         $172,305

Rex Materials Group            Trade Debt         $171,635

Oracle Corporation             Trade Debt         $164,801

Ohio Screw Products            Trade Debt         $163,690

Maruto Hasegawa                Trade Debt         $163,475

Aetna, Inc                     Trade Debt         $163,185

Eaton Hydraulic                Trade Debt         $161,898

Utensili Super Abrasivi        Trade Debt         $160,000

Leemah Holdings Ltd.           Trade Debt         $156,334

Hotset Corp.                   Trade Debt         $153,260

South Shore Tool & Die         Trade Debt         $153,106

Milwaukee Gear                 Trade Debt         $152,789

Arizona Chemical Corp.         Trade Debt         $147,032

Edro Specialty Steels Inc.     Trade Debt         $146,932

Douce Hydro Inc.               Trade Debt         $146,216

Siemens Energy & Auto          Trade Debt         $140,911

Uddeholm K K                   Trade Debt         $137,363

Industrial Motion Co           Trade Debt         $132,535

Multiject LLC                  Trade Debt         $131,728

Pension Benefit Guaranty                          Unknown
Corporation

The petition was signed by David E. Lawrence, president and chief
executive officer.


MME LLC: U.S. Trustee Sets Section 341(a) Meeting for April 9
-------------------------------------------------------------
The U.S. Trustee of Region 17, will convene a meeting of creditors
in MME, LLC's Chapter 11 case on April 9, 2009, at
3:00 p.m., at 300 Las Vegas Blvd., South, Room 1500, Las Vegas,
Nevada.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Las Vegas, Nevada, MME, LLC filed for Chapter 11
protection on March 4, 2009, (Bankr. D. Nev. Case No.: 09-12931
Kelly J. Brinkman, Esq. at Goold Patterson Ales & Day represents
the Debtor in its restructuring efforts.  The Debtor has estimated
assets of $1 million to $10 million and estimated debts of $10
million to $50 million.


MONACO COACH: Negotiates with Lenders on Use of Cash Collateral
---------------------------------------------------------------
Monaco Coach Corp., said it has negotiated an agreement with the
secured lenders Bank of America N.A. and Ableco Finance LLC to use
cash representing collateral for the lenders' secured claims, Bill
Rochelle of Bloomberg reported, citing the company's "first day"
motions.

Monaco Coach wrote in papers submitted to the U.S. Bankruptcy
Court for the District of Delaware that it is still in discussions
for a secured loan to finance the Chapter 11 reorganization
intended to sell the business.

Bank of America, as agent, is owed $36.8 million on a working
capital loan while Ableco, as agent, is owed $36 million on a term
loan.

Chief Financial Officer P. Martin Daley, Bloomberg relates, said
bankruptcy became necessary in view of declining consumer demand
and the difficulty purchasers encounter in finding financing.
A fired worker filed a class-action complaint seeking damages for
the mass layoffs earlier this month.

                         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 Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


NAILITE INT'L: Auction Sale of All Assets Scheduled for April 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
proposed procedures for the sale of substantially all of the
assets of Nailite International, Inc., at an auction on April 8.
The Court will convene a sale hearing on April 13.

On February 26, 2009, the Debtor entered into an asset purchase
agreement with Premier Exterios, LLC.  Premier Exteriors proposed
to acquire the assets for a total purchase consideration,
calculated as of the Closing Date, equal to: (i) obligations in
the amount of $8.0 million outstanding as of the Petiton Date
including the outstanding principal balance of the Notes, plus the
amount of any accrued and unpaid interest payable through the
Auction Date; plus (ii) cash in the amount of $650,000; plus (iii)
assumption of certain liabilities.

If at least one Qualified Bid, other than that of the Purchaser,
is received and is determined by the Debtor to be higher or
otherwise better than the bid of Purchaser as set forth in the
Asset Purchase Agreement, the Debtor will conduct an auction which
will take place at 12:00 Noon (prevailing Eastern Time) on April
8, 2009, at the offices of of Potter Anderson & Corroon LLP, 1313
North Market Street, 6th Floor, in Wilmington, Delaware, 19801.

Objections to the sale, if any, must be in writing and filed with
the Bankruptcy Court and served on the Notice Parties not later
than April 9, 2009, at 4:00 p.m. (prevailing Eastern Time).

Any party that wishes to take part in this process and submit a
bid for the Acquired Assets must submit its competing bid prior to
April 6, 2009, at 12:00 Noon (prevailing Eastern Time) to:

   (i) counsel to the Debtor:

       Potter Anderson & Corroon LLP
       Attn: Steven M. Yoder, Esq.
       1313 North Market Street, 6th Floor
       Wilmington, Delaware 19801

  (ii) counsel to the Proposed Purchaser:

       Drinker Biddle & Reath LLP
       Attn: Andrew C. Kassner, Esq.
             Howard A. Cohen, Esq.
       1100 N. Market Street
       Suite 1000, Wilmington, DE 19801-1254

(iii) counsel to the Official Committee of Unsecured Creditors:

       Lowenstein Sandler
       Attn: Sharon L. Levine, Esq.
             Thomas A. Pitta, Esq.
       65 Livingston Avenue, Roseland
       New Jersey 07068

The sale of the Acquired Assets will be on an "as is, where is"
basis.

A full-text copy of the approved Bid Procedures are available at:

http://bankrupt.com/misc/NailiteInternational.BidProcedures.pdf

                    About Nailite International

Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com-- produces injection
polypropylene based cedar and masonry replica siding. The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors.

Nailite International filed for Chapter 11 on Feb. 13, 2009
(Bankr. D. Del., Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  In its bankruptcy petition, the company
estimated assets and debts of $50 million to
$100 million.


PACIFIC ENERGY: Owes $452 Million to Secured Creditors
------------------------------------------------------
Pacific Energy Resources Ltd., filed for Chapter 11 on March 8,
owing $452 million to secured creditors who made first- and
second-lien loans enabling acquisition of properties in 2006 and
2007, Bloomberg's Bill Rochelle reported.  According to the
report, the properties are offshore near California and Alaska.

Some of the secured loan went into default in March 2008.

In addition to the secured obligations, the companies owe
$31.7 million on subordinated notes and what amounts to a $25.2
million secured claim owing to an affiliate of Chevron Corp.,
the holder of the majority working interest and the operator of
the California properties.

As reported by yesterday's Troubled Company Reporter, the company
has negotiated a commitment for $40 million in debtor-in-
possession financing.  The DIP facility wraps and replaces two of
the company's three asset-based credit facilities and is being
provided by the lenders of the two credit facilities that are
being replaced.  About $9.6 million of the DIP loan would be
available on an interim basis, Bill Rochelle said.

The company said that the DIP financing combined with its
operating revenue will provide sufficient liquidity to fund
working capital, meet ongoing obligations and ensure that normal
operations continue without interruption during its restructuring.
The company recorded revenues of $226.2 million in 2008.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engage in the acquisition and
development of oil and gas properties, primarily in the United
States.  The company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Rutan & Tucker LLP as their corporate counsel;
Schully, Roberts, Slattery & Marino as special oil and gas
counsel; Devlin Jensen as Canadian counsel; Zolfo Cooper as
financial advisor; Lazard Freres & Co. LLC and Albrecht &
Associates Inc. as investment bankers; and Omni Management Group
LLC as noticing and claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


PACIFIC ENERGY: Can Access $9.5 Million DIP Facility on Interim
---------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized Pacific Energy Resources Ltd.
and its affiliated debtors to obtain, on an interim basis,
$9,500,000 in postpetition financing under the senior secured
superpriority priming debtor-in-possession credit and guaranty
agreement with J. Aron Company, as lead arranger, syndication and
administrative agent; and Silver Point Finance LLC as collateral
agent.

Judge Carey also authorized the Debtors to use cash collateral
securing repayment of secured loans to the lenders in accordance
to the proposed DIP budget.

A hearing is set for April 8, 2009, at 11:00 a.m. (Eastern Time)
to consider final approval of the motion.  Objections, if any, are
due April 1, 2009.

                   Prepetition Credit Facilities

Pacific Energy Resources Ltd. entered into a credit and guaranty
agreement dated Nov. 30, 2006, as amended from time to time, with
J. Aron, as administrative agent, which is secured by a first
priority, senior lien on substantially all of PERL's personal
property.  Approximately $39,100,000 in principal obligations were
outstanding under the agreement.

Furthermore, Pacific Energy Alaska Operating LLC entered into a
first lien credit agreement dated Aug. 24, 2007, as amended from
time to time, with Silver Point, as administrative agent, and J.
Aron, as documentation agent, which is secured by a first
priority, senior lien on substantially all of PEAO's personal
assets.  Approximately $90,900,000 in principal obligations were
outstanding under the agreement.

Laura Davis Jones, Esq., at Pachulski Stang Zieh & Jones LLP, the
Debtors defaulted under the prepetition credit facilities starting
in late March 2008, due to a several of factors, including the
drastic fall in the price of crude oil in the last calendar
quarter of 2008, and the stress on the Debtors' cash flow
worsened.  The Debtors and the prepetition lenders entered into
forbearance agreements on Dec. 19, 2008, Ms. Jones relates.  The
last of the forbearance periods expired on Feb. 17, 2009, and on
the same date, the prepetition lenders sent a letter stating that
the Debtors are in default under the credit facilities, she says.

The Debtors' estimated liabilities as of March 8, 2009, exclusive
of accrued and unpaid interest:

A. Pacific Energy Resources Ltd.

      Creditor                 Estimated Amount   Type
      --------                 ----------------   ----
      prepetition lenders      $361,100,000       secured
      subordinated unsecured   $31,700,000        unsecured
      unsecured lender         $1,000,000         unsecured
      unsecured obligations    $4,000,000         unsecured

B. Pacific Energy Alaska Operating LLC

      Creditor                 Estimated Amount   Type
      --------                 ----------------   ----
      prepetition lenders      $412,900,000       secured
      Chevron                  $25,200,000        secured
      guaranty of subordinated $31,700,000        unsecured
       unsecured noteholder
      unsecured obligations    $9,000,000         unsecured

The salient terms of the DIP facility:

Borrowers:             PERL, PEAR and PEAO.

Guarantors:            The remaining Debtors and all subsidiaries
                       of the Debtors.

DIP Administrative
Agent:                 J. Aron

DIP Collateral Agents: J. Aron, with respect to the assets of PERL
                       and its subsidiaries other than PEAR and
                       PEAO; Silver Point, with respect to the
                       assets of PEAR and PEAO.

DIP Credit Facility:   A senior multi-draw revolving credit
                       facility in the amount of up to $40,000,000
                       in new money loans, plus two term loans in
                       the amount of (a) $44,199,560 to satisfy
                       the outstanding prepetition obligations
                       under the beta facility; and (b) 98,446,809
                       to satisfy the outstanding prepetition
                       obligations under the Alaska first lien
                       facility.

DIP Lenders:           J. Aron, other prepetition lenders who may
                       agree to participate, and certain other
                       lenders as may be approved by the DIP
                       administrative agent.

Use of Proceeds:       To finance working capital, capital
                       expenditures and other general corporate
                       purposes, and to satisfy all outstanding
                       obligations under the beta facility and
                       the Alaska first lien facility.

Maturity:              Earlier of (a) September 10, 2009; (b) the
                       effective date of the Debtors' chapter 11
                       plan; (c) the date a sale or sales of
                       substantially all of the Debtors' assets
                       are consummated under section 363 of the
                       Bankruptcy Code; and (d) the occurrence of
                       an event of default.


Interest:              Borrowings under the DIP Facility shall be
                       at the annual rate equal to 10.50% plus
                       the greater of the Adjusted Eurodollar
                       Rate and 4.00% per annum.

Default Pricing:       2.00% above the regular applicable rate.

Commitment Fee:        0.75% per annum on the unused portion of
                       the DIP Facility, payable monthly in
                       arrears.

Facility Fee:          2.50% of the Revolving Loan Commitment,
                       payable at Closing, pro rata to the DIP
                       Lenders.

The DIP agreement contains customary and appropriate events of
default.

The DIP lender will be granted superpriority administrative
expenses claims status over all and any administrative claims
against the Debtors and unsecured claims against their estate.

A full-text copy of the senior secured superpriority priming
debtor-in-possession credit and guaranty agreement is available
for free at:

               http://researcharchives.com/t/s?3a2e

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

               http://ResearchArchives.com/t/s?3a2d

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engage in the acquisition and
development of oil and gas properties, primarily in the United
States.  The company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Rutan & Tucker LLP as their corporate counsel;
Schully, Roberts, Slattery & Marino as special oil and gas
counsel; Devlin Jensen as Canadian counsel; Zolfo Cooper as
financial advisor; Lazard Freres & Co. LLC and Albrecht &
Associates Inc. as investment bankers; and Omni Management Group
LLC as noticing and claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


PARTY CITY: Section 341(a) Meeting Slated for April 7 in Calif.
---------------------------------------------------------------
The U.S. Trustee of Region 15, will convene a meeting of creditors
in Party City of San Diego's Chapter 11 case on April 7, 2009, at
2:00 p.m., at Sixth Floor, Suite 630, 402 W. Broadway, San Diego,
California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in San Diego, California, Party City of San Diego
and its debtor-affiliates filed for Chapter 11 protection on
March 4, 2009, (Bankruptcy S.D. Calif. Lead Case No.: 09-02734)
Christopher Celentino, Esq. at Duane Morris LLP represents the
Debtors in their restructuring efforts.  The Debtors listed
estimated assets of less than $50,000 and estimated debts of
$1 million to $10 million.


PHILADELPHIA NEWSPAPERS: Gets Court OK to Spend Up to $1.15MM
-------------------------------------------------------------
The Associated Press reports that Philadelphia Newspapers has
received the approval of the U.S. Bankruptcy Court for Eastern
District of Pennsylvania to spend up to $1.15 million until its
next bankruptcy hearing on March17.

According to The AP, the next hearing would be about a dispute
between Philadelphia Newspapers and some creditors over how to
finance operations during the bankruptcy reorganization.

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

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


PLANET ORGANIC: In Talks With Lenders for Covenant Relief
---------------------------------------------------------
Planet Organic Health Corp. disclosed that pursuant to a Term Loan
Agreement dated November 30, 2007, it has breached a debt ratio
covenant for the quarter ended December 31, 2008.  Planet is in
continuing discussions with its lenders with respect to the
renegotiation of its debt covenants and anticipates that any
events of default will be waived by the lenders, although there is
no certainty of this and the revised terms of any new debt
covenants are unknown at this time.

Planet said it is current with all short term and long term debt
obligations to its lenders.

Last week, Planet announced financial results for the second
quarter ended December 31, 2008.  Sales for the quarter were $32.1
million compared to $27.5 million in 2007, an increase of 16.8%.
EBITDASX was $1.3 million compared to $1.8 million in 2007, a
decrease of $500,000, and cash flow from operations before non-
cash working capital adjustments decreased by only $200,000 from
2007.

Summary of Q2 Fiscal 2009 Financial Results

                                  Fiscal 2009     Fiscal 2008
                                  -----------     -----------
    Sales                         $32,139,724     $27,505,473
    Cost of goods sold            $19,630,528     $16,344,749
    Gross profit                  $12,803,138     $11,381,766
    Operating expenses            $15,632,164     $11,110,086
    EBITDASX                       $1,331,640      $1,842,030
    (Loss) income before tax      ($2,829,026)       $271,680
    Tax (recovery)                   ($12,700)       $170,000
    Net (loss) income             ($2,816,326)       $101,680
    Cash flow from operations
       (before non-cash working
       capital adjustments)        $1,029,536      $1,236,898

"I am pleased with our EBITDASX under the current extreme economic
environment. Pre-tax losses were primarily driven by foreign
exchange loss ($2,388,677) on conversion of our U.S. denominated
debt, which is a non-cash item. Our largest divisions, Planet
Organic Market and Mrs Green's both continue to show positive same
store sales growth, which is extraordinary in this environment"
reports Darren Krissie, CFO.

Based in Edmonton, Planet Organic Health Corp. (CA:POH) --
http://www.planetorganichealthcorp.com/-- is a natural products
industry company, comprising manufacturing, distribution and
retail.  Planet Organic is listed on the TSX Venture Exchange as a
Tier One company.  Planet Organic operates 10 natural food
supermarkets throughout Canada under the Planet Organic Market
banner and eleven natural food supermarkets in the U.S. under the
Mrs Green's Natural Markets banner.  The company also operates 43
natural health outlets under the Sangster's Health Centre banner
and eight natural health outlets under the Healthy's and Planet
Organic Living banners.  Another Planet Organic division, Trophic
Canada, is the country's leading manufacturer of natural
supplements.  The company has a total of 61 stores throughout
Canada and eleven in the U.S. and has more than 650 employees.


PORT BARRE: S&P Downgrades Rating on $185 Mil. Facilities to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its debt rating
on Port Barre Investments LLC's (PBI; d/b/a Bobcat Gas Storage)
$185 million credit facilities to 'B' from 'B+'.  The outlook
remains negative.  The '3' recovery rating, which remains
unchanged, indicates that lenders can expect a meaningful (50%-
70%) recovery in the event of a payment default.

"The rating action follows our review of a further cost and
schedule overrun on the construction of the natural gas storage
project, the anticipated infusion of $25.3 million in additional
sponsor equity, and a revised financial model," said Standard &
Poor's credit analyst Mark Habib.

The overrun in construction costs and schedule comes despite an
optimistic forecast in December citing a high proportion of fixed
costs.  That and the marginally weaker financials outweighed the
positive impact of the additional liquidity provided by the equity
infusion.  The negative outlook reflects potential for increases
in future uncommitted project construction costs over the next 12
months to exceed the established contingency, and for construction
delays that would further delay revenue generation and risk
storage contract cancellations, and potentially, covenant
milestones.

The negative outlook on PBI reflects the potential for further
construction cost and schedule overruns in the next 12 months,
which would increase leverage if financed through additional debt.
Specific triggers include increased leverage that raises the total
debt above $12 million per bcf, or failure to deliver on its
August 2009 schedule date.  S&P could also lower the ratings if a
shift in market fundamentals supports lower storage rates while a
significant percentage of the project's storage remains
uncontracted, or if the project has difficulty securing storage
contracts at rates similar to its current agreements in the
upcoming planning season.  S&P could revise the outlook to stable
if projected construction costs remain within budget and
construction continues to progress on schedule.  As construction
risks subside, and with significant storage capacity under firm
storage contracts, the rating could gain positive momentum.


QUEBECOR WORLD: Plan Filing Period Extended Until Month-end
-----------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York signed a bridge order extending:

  -- the deadline by which Quebecor World (USA), Inc., and its
     debtor affiliates have exclusive rights to file a plan of
     reorganization until March 30, 2009, and

  -- the deadline by which the Debtors have exclusive right to
     solicit acceptances of that plan until May 29, 2009.

Quebecor World (USA), Inc., and its debtor affiliates were
engaged in discussions with the Official Committee of Unsecured
Creditors, the Ad Hoc Committee of Noteholders, and the Debtors'
Prepetition Lenders regarding the formulation of a consensual
reorganization plan, and the Debtors adjourned the hearing on
their request to extend the exclusive periods to March 4, 2009.
The Court, accordingly, extended the Exclusive Filing Period
through March 9, and the Exclusive Solicitation Period through
May 8.

The March 30 extension will allow discussions on the formulation
of the reorganization plan to continue.

Meanwhile, the Honorable Justice Robert Mongeon of the Quebec
Superior Court of Justice extended the stay period and stay
termination date under the Canadian Companies' Creditors
Arrangement Act until May 31, 2009.

Justice Mongeon also ruled that Quebecor World, Inc., will be
relieved of any obligation to call and hold an annual meeting of
shareholders on or before June 30, 2009.  The CCAA Court directed
QWI to hold the shareholders' meeting on or before September 30,
2009, as extended from time to time by orders of the Canadian
Court.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QUEBECOR WORLD: Sued by Former Affiliate Over Name Use
------------------------------------------------------
Quebecor Inc. filed a lawsuit against Quebecor World, Inc., a
little more than a year after asking its former affiliate to
change its name and logo, La Presse Affaires reported on March 5,
2009.

According to the report, Quebecor Inc. brought the lawsuit before
The Honorable Judge Robert Mongeon of the Quebec Superior Court
of Justice to force QWI to stop using the name and logo
associated with the Peladeau family.  The Peladeau family is a
major stockholder in Quebecor Inc. and QWI.

The lawsuit, the report said, will be heard by Judge Mongeon on
March 16.

"The documents are not public yet but the presentation of the
request will be held March 16," Isabelle Dessureault, vice
president of public affairs of Quebecor Media, Inc., confirmed to
the news agency.

Since QWI filed for bankruptcy under the U.S. Bankruptcy Code and
the Canadian Companies' Creditors Arrangement Act on January 21,
2008, Quebecor Inc. has tried to disassociate itself from the
bankrupt company.

Ms. Dessureault told La Presse Affaires that there is still much
confusion between Quebecor Inc. and Quebecor World, which is why
the lawsuit was filed.

"When Pierre Karl and Erik Peladeau decided to leave the Board of
Quebecor World in December 2008, some people thought they left
[Quebecor Inc.]."

The report related that Quebecor Inc. still holds 23.27% shares
and 75.12% of voting rights of Quebecor World.  Quebecor Inc.,
the report added, has not indicated that it expected to recover
its shares to Quebecor World after the restructuring process
completed before the U.S. and Canadian courts.

                     About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


REC PLANTATION: Fitch Affirms Ratings on 2016 Floating-Rate Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed REC Plantation Place Limited's class A
secured floating-rate notes, due 2016, and downgraded the
transaction's remaining four tranches as shown below.  The class A
Rating Outlook has been revised to Negative from Stable and a
Recovery Rating of 'RR4' has been assigned to the class E notes.
The rating actions are:

  -- GBP289.93m class A FRN (XS0262650889) affirmed at 'AAA';
     Outlook revised to Negative from Stable

  -- GBP39.72m class B FRN (XS0262650962) downgraded to 'AA-' (AA
     minus) from 'AA'; Outlook Negative

  -- GBP44.69m class C FRN (XS0262651002) downgraded to 'BBB-'
      (BBB minus) from 'A-' (A minus); Outlook Negative

  -- GBP39.72m class D FRN (XS0262651184) downgraded to 'B-' (B
     minus) from 'BBB-' (BBB minus); Outlook Negative

  -- GBP14.9m class E FRN (XS0262651341) downgraded to 'CCC' from
     'BB'; assigned 'RR4'

REC Plantation Place Limited is the securitization of a single
loan secured by a Grade A office property located in the City of
London.  As of the January 2009 interest payment date, the loan
remains in default as a result of the ongoing breach of the loan-
to-value covenants.  The most recent valuation, conducted in
December 2008, states the value of Plantation Place at GBP385m,
12.5% less than at the last valuation date only three months
earlier.  As a result, the A-note and whole loan LTV ratios were
reported at 107.14% and 113.72%, far above the maximum-LTV
covenants at 77.68% and 82.14%.

The rent roll remains almost unchanged since the closing of the
transaction in August 2006.  The property remains fully let to
predominantly strong tenants on long leases.  The reported
interest coverage ratios remained unchanged at 1.24x (on the
securitized A-note) and 1.15x (on the whole loan), compared to
covenants at 1.15x and 1.10x, respectively.  Fitch's main concerns
remain the ability of the borrower to repay its debt upon
maturity, as well as the uncertainty surrounding any potential
restructuring of the loan.

Fitch will continue to monitor the performance of the transaction.


ROBBINS BROS: Wants to Hire William Blair as Investment Banker
--------------------------------------------------------------
Robbins Bros. Corporation asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ William
Blair & Company, L.L.C., as investment banker.

William Blair will:

   a. assist the Debtor's management in pursuing a strategy for a
      Financing Transaction, as debtor-in-possession financing,
      an M&A Transaction, as a sale of the Debtor's assets, or a
      Restructuring Transaction;

   b. assist the Debtor in preparing a descriptive memorandum
      that describes the Debtor's operations and financial
      condition, and includes current financial data
      and other appropriate information;

   c. assist the Debtor in contacting and eliciting interest from
      those possible participants in Financing Transactions, M&A
      Transactions and Restructuring Transactions;

   d. participate with the Debtor and its counsel in negotiations
      relating to any Possible Transaction with parties in
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtor;

   e. assist the Debtor and its other professionals in reviewing
      and analyzing the terms of any proposed Possible
      Transaction, in responding thereto and, if directed, in
      evaluating alternative proposals for a Possible Transaction,
      whether in connection with a confirmed Chapter 11 Plan or
      otherwise;

   f. attend meetings of creditor groups, official constituencies
      and other interested parties, as necessary;

   g. to the extent requested by the Debtor, assist the Debtor in
      raising capital and refinancing or amending any of its
      existing debt facilities;

   h. participate in meetings of the board of directors of the
      Debtor at which a Possible Transaction is to be considered
      and, as appropriate, report to the board of directors with
      respect thereto;

   i. participate in hearings before the Bankruptcy Court and
      provide relevant testimony in connection with any Possible
      Transaction or any proposed Plan;

   j. perform those additional services agreed to in writing
      between the Debtor and Blair.

Geoffrey A. Richards, co-head of the special situations and
restructuring group of William Blair, will lead all of the day-to-
day aspects of this assignment.

Mr. Richards tells the Court that his firm will be paid:

   a) A monthly fee in the amount of $90,000 paid in advance,
      beginning on Dec. 23, 2008, and continuing every thirty
      days thereafter until the termination of  Blair's
      engagement.

   b. Upon consummation of a Financing Transaction, a fee equal
      to $700,000; provided that Blair will be paid an additional
      fee calculated by multiplying 2.5% by the total gross
      proceeds raised or committed in excess of $12 million.

   c. Upon the consummation of any M&A Transaction, the Debtor
      will pay Blair a cash fee:

        * For Transaction Value up to $30.0 million: the Minimum
          Fee, plus

        * For Transaction Value from $30.0 million to $37.5
          million: 2.5% of incremental value, plus

        * For Transaction Value from and in excess of $37.5
          million: 3.0% of incremental value.

   d. Upon the consummation of any Restructuring Transaction, a
      cash fee equal to the $700,000 Minimum Fee.

Debtor has paid Blair approximately $459,000 in fees and expenses
prior to the petition date.  There are no amounts owed to Blair as
of the petition date.

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

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on arch 3,
2009, (Bankr. D. Del. Case No.: 09-10708)  Bruce Grohsgal, Esq.
at Pachulski, Stang, Ziehl Young & Jones represents the Debtor in
its restructuring efforts.  The Debtor selected Omni Management
Group LLC to serve as Claims, Noticing and Balloting Agent,
Deloitte Financial Advisory Services LLP to serve as Bankruptcy
Reporting Advisor, William Blair & Company, L.L.C. to serve as
Investment Banker and Deloitte Tax LLP to serves as Tax Advisor.
The Debtor listed estimated assets of $50 million to $100 million
and estimated debts of $50 million to $100 million.


SIRIUS XM: Posts $248.5 Million Net Loss in Fourth Quarter 2008
---------------------------------------------------------------
SIRIUS XM Radio released its full year 2008 results, including pro
forma full year 2008 revenue of $2.44 billion up 18% over 2007 pro
forma revenue of $2.06 billion; total subscribers of more than 19
million up 10% from 2007 subscribers of
17.3 million; and positive pro forma adjusted income from
operations in the fourth quarter of 2008.

"In the fourth quarter 2008, the company's first full quarter of
combined operations, SIRIUS XM made remarkable financial
progress," said SIRIUS CEO Mel Karmazin.  "For the first time in
company history, we reached positive pro forma adjusted income
from operations of $32 million, as compared with a loss of
$224 million one year ago.  Fourth quarter 2008 revenue of
$644 million grew 16% over the year ago quarter while total cash
operating expenses declined by 22%, a clear demonstration of our
focus on improving profitability.  Despite challenges in the
overall economy and in the auto sector, we look forward to
continuing to deliver on the synergies of the merger.  We are also
very pleased to report that we have closed the second and final
phase of the previously announced investment by Liberty Media
Corporation.  These transactions resolve the uncertainty
surrounding the company's and its subsidiaries' debt maturing in
2009."

SIRIUS XM ended the fourth quarter 2008 with 19,003,856
subscribers, up 10% from 17,348,622 subscribers at year end 2007.
In the fourth quarter 2008, pro forma average revenue per
subscriber (ARPU) grew to $10.60 from $10.42 in 2007.  The monthly
self-pay customer churn rate was 1.8% in the fourth quarter 2008,
as compared with 1.7% in the fourth quarter 2007.
Fourth quarter 2008 pro forma revenue was $644 million, up 16%
from fourth quarter 2007 pro forma revenue of $558 million.
Subscriber acquisition costs (SAC) per gross subscriber addition
was $70 in the fourth quarter of 2008, an improvement of 16% over
the $83 in SAC per gross subscriber addition in the fourth quarter
of 2007.

In the fourth quarter 2008, SIRIUS XM achieved positive pro forma
adjusted income from operations of $31.8 million as compared with
a pro forma adjusted loss from operations of ($224.1) million in
the fourth quarter 2007.  The pro forma fourth quarter 2008 net
loss was ($248.5) million as compared with a pro forma net loss of
($405.0) million in the fourth quarter 2007.  On a GAAP basis, the
fourth quarter 2008 net loss was ($245.8) million or ($0.08) per
share.

SIRIUS XM will hold a conference call on March 12, 2009, at
8:00 a.m. ET to discuss the results.  Investors and the press can
listen to the conference call via the company's Web site and on
its satellite radio service by tuning to SIRIUS channel 126 or XM
channel 90.

Fourth Quarter 2008 Versus Fourth Quarter 2007

For the fourth quarter of 2008, SIRIUS XM recognized total pro
forma revenue of $644.1 million compared to $557.5 million for the
fourth quarter of 2007.  This 15.5%, or $86.6 million, increase in
revenue was driven by the net increase in subscribers of 1,655,234
from the fourth quarter of 2007.

Total ARPU for the three months ended December 31, 2008 was
$10.60, compared to $10.42 for the three months ended December 31,
2007.  The increase was driven by the start of our "Best of"
package sales, most of which were at the $16.99 price point, and a
lower mix of prepaid subscriptions from automakers in vehicles
which have not sold through to end customers.  These factors were
partially offset by an increase in the mix of discounted OEM
promotional trials, subscriber winback programs, second
subscribers and a decline in net advertising revenue per average
subscriber.

In the fourth quarter 2008, the company achieved positive pro
forma adjusted income from operations of $31.8 million, compared
to an adjusted loss from operations of ($224.1) million for the
fourth quarter of 2007 (refer to the reconciliation table of net
loss to adjusted income (loss) from operations).  This decrease
was driven by the increase in total revenue of $86.6 million and a
$219.8 million decrease in operating expenses.

Programming and content costs decreased by 4%, or $3.9 million,
over the prior year's quarter as savings began to be realized.
Revenue share and royalties expense decreased by 25%, or
$40.8 million, over the prior year's quarter.  The prior year
quarter included a one time charge of $52 million in connection
with the decision by the Copyright Royalty Board in January 2008
setting royalty rates for the performance of sound recordings
effective January 1, 2007.  Adjusting for this charge, royalties
would have been up 10%, or $11.6 million, from the fourth quarter
of 2007.

Customer service and billing costs increased 3%, or $2.0 million,
from the prior year's quarter, reflecting higher subscriber totals
and improved scale efficiencies.

Sales and marketing costs declined 34%, or $42.0 million, over the
prior year's quarter due to reduced advertising and cooperative
marketing spend, offset in part by higher customer retention
spending.  Sales and marketing costs were 13% of revenue in the
fourth quarter of 2008 compared to 22% of revenue in the fourth
quarter 2007.

Subscriber acquisition costs (SAC) declined 27%, or $48.0 million,
and as a percent of revenue improved from 32% to 21% over the
prior year's quarter.  This improvement was driven by 27% lower
gross additions in the fourth quarter.

SAC, as adjusted, per gross subscriber addition improved by 16% to
$70 from $83 for the three months ended December 31, 2008 and
2007, respectively.  The decrease was primarily driven by lower
retail and OEM subsidies due to better product economics.

General and administrative costs decreased 20%, or $12.6 million,
and declined as a percent of revenue from 12% to 8% over the prior
year's quarter, reflecting lower merger costs and savings from the
integration of administrative functions.

Engineering, design and development costs decreased 27%, or
$3.9 million, due to lower product development costs and merger
savings.

Year Ended December 31, 2008 Versus Year Ended December 31, 2007

For the year ended December 31, 2008, SIRIUS XM recognized total
pro forma revenue of $2.4 billion compared with $2.1 billion for
the year ended December 31, 2007.  This 18.4%, or $378.1 million,
increase in revenue was primarily driven by a $367.6 million
increase in subscriber revenue resulting from the net increase in
subscribers of 1,655,234 during 2008.

Total ARPU for the year ended December 31, 2008, was $10.51,
compared to $10.61 for the year ended December 31, 2007. The
decrease was driven by an increase in the mix of discounted OEM
promotional subscriptions, subscriber winback programs, second
subscribers and a decline in net advertising revenue per average
subscriber.

The company's pro forma adjusted loss from operations decreased
($429.2) million to ($136.3) million for the year ended
December 31, 2008, from ($565.5) million for the year ended
December 31, 2007 (refer to the reconciliation table of net loss
to adjusted income (loss) from operations).  This decrease was
driven by an 18.4%, or $378.1 million, increase in revenue and a
4.2%, or $129.5 million, decrease in expenses.

Programming and content costs for the year ended December 31,
2008, increased 11%, or $45.2 million, including a one-time
payment to a programming provider of $27.5 million due upon
completion of the merger.  Excluding this one-time payment,
programming costs increased by 4% or $17.7 million.

Revenue share and royalties expense increased by 19%, or
$74.9 million, over the prior year, maintaining a flat percentage
of revenue of approximately 20% in 2008 and 2007.

Customer service and billing costs increased 12%, or
$26.8 million, from the prior year due to a larger subscriber
base, mitigated by scale efficiencies.

Sales and marketing costs declined 17%, or $70.8 million, due to
reduced advertising and cooperative marketing spend, offset in
part by higher customer retention spending.  As a percentage of
revenue, sales and marketing costs improved from 20% in 2007 to
14% in 2008.

Subscriber acquisition costs declined nearly 12%, or
$77.6 million, and as a percentage of revenue improved from 32% to
24%.  This improvement was primarily driven by a 14% improvement
in SAC per gross addition due to improved product economics and
lower retail and OEM subsidies.  Subscriber acquisition costs also
declined as a result of the 5% decline in gross additions in the
year.

SAC, as adjusted, per gross subscriber addition improved by 14% to
$74 from $86 for the years ended December 31, 2008 and 2007,
respectively.  The decrease was primarily driven by lower retail
and OEM subsidies due to better product economics.

General and administrative costs decreased 2%, or $4.8 million,
and declined as a percent of revenue, reflecting one time costs in
connection with the merger in the prior year and early integration
savings.

Engineering, design and development costs decreased 17%, or
$10.4 million, due to fewer OEM platform launches and lower
product development costs.

                       About Sirius XM Radio

Headquartered in New York, Sirius XM Radio Inc. (SIRI) --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sirius XM Radio Inc. to 'CCC' from 'CCC+'.  S&P
also lowered the issue-level ratings on the debt of Sirius XM
Radio Inc. and of Sirius' unrestricted subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which remain on
CreditWatch, though the implications are revised to negative from
developing.  S&P could affirm or lower the issue-level ratings
pending S&P's review of additional information and follow-up
discussions with management.  The outlook is negative.  New York
City-based Sirius XM had total debt outstanding of $3.37 billion
as of Sept. 30, 2008.


SPANSION INC: Can Use Lenders' Cash Collateral Until March 29
-------------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware, on an interim basis, authorized Spansion
Inc. and its affiliates to use cash collateral in an amount not to
exceed $150,000,000, until March 29, 2009.

Judge Carey permitted the Debtors to:

  (i) carry over any amounts not expended for a particular line
      item in any week to succeeding weeks;

(ii) expend up to 15% more than the amounts set forth in a
      particular line item for a specific week so long as the
      aggregate expenditures during the period covered by the
      Order do not exceed the total shown on the Budget for that
      interim period by more than 15%; and

(iii) pay amounts incurred from and after the Petition Date, in
      addition to or for categories not listed in the Budget
      with the prior consent of the prepetition agent and the
      indenture trustee for the Floating Rate Notes.

A final hearing on the request will be held on March 23, 2009.

As adequate protection, Judge Carey ordered the Debtors to grant
replacement liens to the Prepetition Lenders on all property and
assets of the Debtors, and all proceeds, rents, or profits that
were subject to the Prepetition Lender Liens and additional liens
to the Prepetition Lenders on all of the unencumbered assets.  To
the extent that the aggregate diminution in value of the
Prepetition Lenders' interests in the Prepetition Lender
Collateral from and after the Petition Date, reduces the value of
the Prepetition Lender Adequate Protection Liens below the
outstanding balance of the Prepetition Revolver Indebtedness,
then the Prepetition Lenders will be granted superpriority claims
under Section 507(b) of the Bankruptcy Code, and the Prepetition
Lender Superpriority Claim will have priority in payment over any
and all administrative expense claims of any kind.

Judge Carey directed the Debtors to grant replacement liens to the
FRN Noteholders on all of their property and assets, and all
proceeds, rents, or profits that were subject to the FRN
Noteholders' liens on the Noteholder Collateral, and additional
liens to the FRN Noteholders on the New Collateral to secure an
amount of the Prepetition Noteholder Indebtedness equal to the
aggregate diminution in the value of the FRN Noteholders'
interests in the Noteholder Collateral occurring from and after
the Petition Date.

To the extent that the aggregate diminution in value of the FRN
Noteholders' interests in the Noteholder Collateral from and
after the Petition Date reduces the value of the Noteholder
Adequate Protection Liens below the outstanding balance of the
Prepetition Noteholder Indebtedness, then the FRN Noteholder will
be granted superpriority claims under Section 507.

The Debtors are also authorized to continue to pay all interest,
fees and expenses on account of the Prepetition Revolver
Indebtedness as required in the Prepetition Credit Agreement
Documents.

A full-text copy of the Interim Cash Collateral Order is
available for free at: http://ResearchArchives.com/t/s?3a26

                          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: Court Approves Protocol to Limit Securities Trading
-----------------------------------------------------------------
Spansion Inc. and its debtor affiliates have recently incurred,
and are currently incurring, significant net operating losses.

To protect and preserve their valuable tax attributes, including
without limitation, current year NOLs and available NOL
carryforwards in excess of $379,000,000, the Debtors sought and
obtained the Court's authority to establish, on an interim basis,
procedures regarding the trading of Spansion equity securities
that must be complied with before trades or transfers become
effective.

In addition, the Debtors sought and obtain the Court's interim
approval to establish notice and sell-down procedures regarding
claims against the estates.  The Debtors assert that if no
trading restrictions regarding equity securities and no sell-down
procedures regarding claims are imposed by the Court,
unrestricted trading or transfers of equity securities and claims
could severely limit or even eliminate their ability to use their
Tax Attributes, a valuable asset of their estates.

The Court will convene a final hearing on the Debtors' request on
March 23, 2009.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, proposed attorney for the Debtors, relates that
unrestricted trading of claims against the Debtors and Spansion
equity securities could adversely affect the Debtors' Tax
Attributes if:

  (i) too many 5% or greater blocks of Spansion equity
      securities are created or too many shares are added to or
      sold from those blocks at any time during the preceding
      three-year or shorter period, as applicable -- the Testing
      Period -- an "ownership change" within the meaning of
      Section 382 of title 26 of the United States Code, the
      Internal Revenue Code of 1986, as amended, is triggered
      prior to consummation and outside of the terms of a
      confirmed Chapter 11 plan; or

(ii) the beneficial ownership of claims against the Debtors
      that are currently held by "Qualified Creditors" under the
      applicable tax regulations is transferred, prior to
      consummation of a plan, and those claims would be
      converted under a plan of reorganization into a 5% or
      greater block of the stock of the reorganized Debtors.

Mr. Lastowski asserts that the Tax Attributes are of significant
value to the Debtors and their estates because the Debtors
generally can carry forward their NOLs to offset their future
taxable income for up to 20 taxable years, thereby potentially
reducing their future aggregate tax obligations and freeing up
funds to meet working capital requirements and service debt.

Spansion currently takes the position that is subject to an
existing $13,300,000 annual limitation under Section 382 of the
Internal Revenue Code, on the use of a portion of its NOLs as a
result of a March 18, 2008 "ownership change."  Generally, an
"ownership change" occurs if the percentage of the stock of a
corporation owned by one or more 5% shareholders has increased by
more than 50 percentage points over the lowest percentage of
stock owned by the Shareholders, generally at any time during the
testing period.

On an interim basis, Judge Kevin J. Carey of the United States
Bankruptcy Court for the District of Delaware approved the
procedures in part relating to the trade in of Spansion equity
securities:

  (a) Any person or entity who currently is or becomes a
      Substantial Shareholder will file with the Court, and
      serve on counsel to the Debtors, a notice of status, on or
      before the later of (i) 20 calendar days after the
      effective date of the notice of entry of the interim order
      or (ii) 10 calendar days after becoming a Substantial
      Shareholder.

  (b) At least 30 calendar days prior to effectuating any
      transfer of equity securities that would result in an
      increase in the amount of Spansion Stock beneficially
      owned by a Substantial Shareholder or would result in a
      person or entity becoming a Substantial Shareholder, that
      Substantial Shareholder will file with the Court, and
      serve on counsel to the Debtors, advance written notice,
      of the intended transfer of equity securities.

  (c) At least 30 calendar days prior to effectuating any
      transfer of equity securities that would result in a
      decrease in the amount of Spansion Stock beneficially
      owned by a Substantial Shareholder or would result in a
      person or entity ceasing to be Substantial Shareholder,
      that Substantial Shareholder will file with the Court,
      advance notice of the intended transfer of equity
      securities.

  (d) The Debtors will have 30 calendar days after receipt of a
      Notice of Proposed Transfer to file with the Court and
      serve on the Substantial Shareholder an objection to any
      proposed transfer of equity securities described in the
      Notice of Proposed Transfer on the grounds that the
      transfer may adversely affect the Debtors' ability to
      utilize their Tax Attributes.  If the Debtors file an
      objection, that transaction will not be effective unless
      approved by a final nonappealable order of the Court.  If
      the Debtors do not object within the 30-day period, the
      transaction may proceed solely as set forth in the Notice
      of Proposed Transfer.

Judge Carey held that a Substantial Shareholder refers to any
person or entity which beneficially owns at least 7,673,713
shares, representing approximately 4.75% of all issued and
outstanding shares, of Spansion common stock.

Beneficial Ownership will be determined in accordance with
applicable rules under Section 382, as amended, Treasury
Regulations promulgated, and rulings issued by the Internal
Revenue Service, and thus, to the extent provided, from time to
time will include, without limitation:

  (a) direct and indirect ownership;

  (b) ownership by the holder's family members and persons
      acting in concert with that holder to make a coordinated
      acquisition of stock; and

  (c) an option to acquire Spansion Stock.

An "Option" to acquire stock includes any contingent purchase,
warrant, convertible debt, put, stock subject to risk of
forfeiture, contract to acquire stock, or similar interest,
regardless of whether it is contingent or otherwise not currently
exercisable.

                          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: Gets Court OK to Hire Epiq as Claims & Notice Agent
-----------------------------------------------------------------
Spansion Inc. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims,
noticing, and balloting agent, nunc pro tunc to the Petition Date.

Epiq specializes in providing data processing services to Chapter
11 debtors in connection with administration and reconciliation of
claims, as well as administration of plan balloting.

Dario Sacomani, executive vice president and chief financial
officer of Spansion, Inc., tells the Court that the Debtors have
thousands of creditors and other parties-in-interest, many of
whom are expected to file proofs of claim.  According to Mr.
Sacomani, noticing and receiving, docketing and maintaining
proofs of claim would impose heavy administrative and other
burdens upon the Court and the Office of the Clerk of the United
States Bankruptcy Court for the District of Delaware.

Rule 2002 of the Federal Rules of Bankruptcy Procedure generally
regulates what notices must be provided to the creditors and
other parties-in-interest in bankruptcy cases.  Pursuant to Rule
2002-1(f) of the Local Rules for the District of Delaware, in
cases with more than 200 creditors, a debtor is required to file
with the Court a motion to retain a notice or claims agent.

The Debtors believe that the employment of Epiq as claims agent
will:

  * relieve the Clerk's Office of a significant administrative
    burden;

  * avoid delay in processing of proofs of claim and interests;

  * reduce legal fees that would be otherwise incurred in
    connection with the retrieval of proof of claim copies from
    the Clerk's Office and responding to numerous claim-related
    inquiries; and

  * reduce costs of notice to parties and provide an efficient
    medium to consummate case information.

As claims and noticing agent, Epiq will:

  a. assist the Debtors and the Clerk's Office with noticing and
     claims handling;

  b. assist the Debtors with the compilation, administration,
     evaluation and production of documents and information
     necessary to support a restructuring effort;

  c. prepare and serve those notices required in the Debtors'
     Chapter 11 cases;

  d. assist with the publication of required notices, as
     necessary;

  e. within three business days after the service of a
     particular notice, prepare for filing with the Clerk's
     Office an affidavit of service;

  f. receive, record and maintain copies of all proofs of claim
     and proofs of interest filed in the Chapter 11 cases;

  g. create and maintain the official claims registers;

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

  i. maintain an up-to-date mailing list for all entities who
     have filed proofs of claim or requests for notices in the
     Chapter 11 cases;

  j. assist the Debtors with the administrative management,
     reconciliation and resolution of claims;

  k. mail and tabulate ballots for purposes of plan voting;

  l. provide administrative assistance, upon the Debtors'
     request, in connection with the preparation and maintenance
     of the Debtors Schedules of Assets and Liabilities,
     Statements of Financial Affairs and other master lists and
     databases of creditors, assets and liabilities;

  m. assist with the production of reports, exhibits and
     schedules of information for use by third parties;

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

  o. facilitate or perform distributions;

  p. maintain a call center; and

  q. any other functions required by Local Rule 2002-1(f).

The Debtors pay Epiq with a $50,000 retainer to be applied
immediately in satisfaction of obligations incurred in connection
with the services performed by Epiq pursuant to the parties'
Service Agreement, a full-text copy of which is available for
free at:

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

The Debtors will indemnify and hold Epiq, its affiliates and each
of their officers, members, directors, agents, consultants and
employees harmless, to the fullest extent permitted by applicable
law, from and against any losses, claims, damages, liabilities,
costs, to which any Indemnified Person may become subject or
involved in any capacity arising out of or relating their
agreement.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions LLC, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          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: Hires Sitrick as Communications Consultants
---------------------------------------------------------
Spansion Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Sitrick and Company Inc., as their communications consultants nunc
pro tunc to the Petition Date, pursuant to Sections 327(a) and
328(a) of the Bankruptcy Code.  The Debtors have selected Sitrick
because of its extensive expertise, experience and knowledge in
the field of communications consulting and because of its
knowledge about and understanding of their businesses, gained
through providing communications consulting services prepetition.

Formed in 1989, Sitrick specializes in addressing sensitive
business situations that require communications strategies
targeted to a variety of constituencies, including customers,
employees vendors, shareholders, bondholders, and the media.

As communications consultants, Sitrick will:

  1. develop and implement communications programs and related
     strategies and initiatives for communications with the
     Debtors' key constituencies regarding the Debtors'
     operations and progress through the Chapter 11 process;

  2. develop public relations initiatives for the Debtors to
     maintain public confidence and internal morale during the
     Chapter 11 process;

  3. prepare press releases and other public statements for the
     Debtors, including statements relating to major Chapter 11
     events;

  4. prepare other forms of communication to the Debtors' key
     constituencies and the media; and

  5. perform other communications consulting services as may be
     requested by the Debtors.

The Debtors assert that the services provided by Sitrick will not
be unnecessarily duplicative of those provided by any of their
other professionals.

The Debtors propose to pay Sitrick based on the firm's current
hourly rates that ranges from $185 to $895.  Specifically, the
individuals anticipated to provide services to the Debtors and
their present hourly rates are:

  Professional              Rate
  ------------              ----
  Maya Pogoda               $550
  Lance Ignon               $550
  David Satterfield         $495
  Meghan Fancler            $185
  Alex Dickel               $185
  Claire Wolf               $185

The Debtors will also reimburse Sitrick for necessary expenses
incurred, which include travel, photocopying, delivery service,
postage, vendor charges and other out-of-pocket expenses incurred
in providing professional services.

According to the Debtors, they have paid Sitrick a retainer of
$60,000 and a refundable expense advance of $10,000, on January
30, 2009.  On February 18, 2009, the Debtors paid an additional
$45,000.  The Debtors tell the Court that Sitrick has used the
advance payments to credit their account, and has reduced the
balance of the credit available to them by the amount of charges.
The Debtors relate they have paid Sitrick $115,000 within 90 days
before the Petition Date.

Pursuant to the Engagement Letter, the parties agree that in no
event will Sitrick be indemnified in the case of their own bad
faith, self-dealing, breach of fiduciary duty, gross negligence,
reckless or willful misconduct, or malpractice.  Any request by
Sitrick for indemnification will be subject to prior approval of
the Court.

Maya Pogoda, a member of Sitrick and Company Inc., assures the
Court that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                          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: Receives Delisting Notice From NASDAQ
---------------------------------------------------
Spansion Inc. has received a staff determination notice from the
NASDAQ Stock Market stating that the company's common stock is
subject to delisting from the NASDAQ Global Select Market in
accordance with NASDAQ Marketplace Rules 4300, 4450(f) and IM-
4300.  The notice was issued as a result of, among other factors,
the company's filing for relief under chapter 11 of the U.S.
Bankruptcy Code on March 1, 2009.

The company said it intends to request a hearing before the NASDAQ
Listing Qualifications Panel to appeal the decision. Pending a
decision by the hearing panel, Spansion's common stock will remain
listed on the NASDAQ Global Select Market. There can be no
assurance that the hearing panel will grant the company's request
for continued listing.

                          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.


ST. LOUIS INDUSTRIAL:  Moody's Downgrades Ratings on 2009A Bonds
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the St.
Louis Industrial Development Authority's St. Louis Convention
Center Headquarters Hotel Project's (Project) $98 million Series
2000A senior lien revenue bonds from Caa2 to Ca and assigned a
negative outlook to the rating.  The downgrade reflects the
continued weak operational performance of the St. Louis Convention
Center Headquarters Hotel, the Renaissance Grand Hotel and Suites
Hotel, and Moody's opinion that the recovery value of the hotel
will likely be lower than the outstanding Series 2000A bond
balance.

In January 2009, the Series 2000A bondholders initiated
foreclosure proceedings after the hotel's previous owners, HRI
Properties and Housing Horizons, a subsidiary of Kimberly-Clark
Corporation (A2 senior unsecured rating), failed to pay the full
$3.5 million interest payment due on December 15, 2008 resulting
in a default.  The project engaged Jones Lang LaSalle, a
commercial real-estate firm, to help improve operational and
financial performance.  On February 9, 2009, the hotel was
auctioned off.  The Trustee, UMB Bank, on behalf of the
bondholders, was the only bidder for the outstanding bond balance,
$98 million.  Although the bondholders have taken over ownership,
the hotel will continue to operate under the management of
Renaissance Hotel Management Company, LLC, an affiliate of
Marriott International, Inc. (Baa2 senior unsecured rating).

Since opening in 2003, Moody's notes that the financial and
operating performance of the $277 million hotel has been
significantly weaker than the original forecast.  Although the
project has been generating enough revenue to cover operating
expenses, revenues have not been sufficient to cover debt service
and to fully fund the furniture and fixtures account.  Moody's
also notes that the hotel's financial performance will continue to
remain highly stressed given the economic downturn, slowing
convention center sales, and new or recently renovated competitive
hotel supply.

The hotel's poor operating and financial performance stems from a
number of national and local factors.  National factors include
the disruption of the hotel industry post September 11th; a
national and regional economic slowdown; a general deterioration
of hotel market conditions, both nationally and in the St. Louis
regional market; a decline in business spending on meetings and
conventions.  Another factor was the demise of the TWA hub at
Lambert-St. Louis International Airport and American Airlines'
significant subsequent reduction in air service to St. Louis.  On
a local level, the inability of the CVC to obtain the anticipated
convention activity at the America's Convention Center resulted in
lower occupancy than originally anticipated.  In addition, the
high cost labor work rules and the governance structure of the CVC
in the past led to lower convention center utilization.

The project bonds were issued in 2000 to finance a portion of the
costs of construction and renovation of the headquarters hotels
for the America's Center Convention Center in downtown St. Louis.
The four-star Renaissance Grand Hotel and Suites consists of two
hotels, a 916-room convention headquarters hotel and a 165-room
all-suites hotel.

The Series 2000A senior lien revenue bond ratings were assigned by
evaluating factors believed to be relevant to the credit profile
of the Project such as i) the business risk and competitive
position of the issuer versus others within its industry or
sector, ii) the capital structure and financial risk of the
issuer, iii) the projected performance of the issuer over the near
to intermediate term, and iv) the issuer's history of achieving
consistent operating performance and meeting budget or financial
plan goals.  These attributes were compared against other issuers
both within and outside of the Project's core peer group and the
Series 2000A senior lien revenue bond ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

The last rating action was on November 10, 2005 when a Caa2 rating
was assigned to the Series 2000A bonds.


ST MARY'S HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: St. Mary's Hospital, Passaic, N.J.
        350 Boulevard
        Passaic, NJ 07055

Bankruptcy Case No.: 09-15619

Type of Business: The Debtor operates a hospital.

Chapter 11 Petition Date: March 9, 2009

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Joseph Lubertazzi, Jr., Esq.
                  jlubertazzi@mccarter.com
                  McCarter & English
                  Four Gateway Center, PO Box 652
                  100 Mulberry Street
                  Newark, NJ 07102-4004
                  Tel: (973) 622-4444

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Armanti Financial Services LLC                   $1,873,877
2 Broad Street
Bloomfield NJ 07003

Oxford Health Plans                              $819,725
Office of the General Counsel
48 Monroe Turnpike 48 Monroe Turnpike
Trumbull CT 06611 Trumbull CT 06611

Passaic Valley Water                             $613,715
PO Box 11393
Newark NJ 07101

Medtronic USA Inc.                               $486,298

Eclipsys Corp.                                   $412,632

Comprehensive Equipment Mgt                      $411,943

Boston Scientific Corp.                          $410,835

N.J. Dept. of Labor & Workforce                  $374,976

MD-X Solutions, Inc.                             $372,453

MMS-A Medical Supply Company                     $334,093

J.H. Cohn LLP                                    $321,135

Amerisourcebergen Drug Corp                      $316,248

Verizon Communications                           $295,185

Sleep Services of America NE                     $243,309

Hess Corporation                                 $226,469

J & J Health Care Systems                        $207,397

Respironics Hosptial Capital                     $203,753

Abbott Vascular                                  $196,555

Navix Diagnostix, Inc.                           $188,465

Roche Diagnostics Corp.                          $191,756

The petition was signed by Colene Y. Daniel, M.S., M.P.H. FACHE,
president and chief executive officer.


SUNSET AVIATION: Files Chapter 7 Liquidation in Delaware
--------------------------------------------------------
Sunset Aviation Inc., has sought bankruptcy protection without
attempting to reorganize.  The company filed a petition for
Chapter 7 liquidation on March 6 before the U.S. Bankruptcy Court
for the District of Delaware.

While a debtor-in-possession case in Chapter 11 allows management
to maintain control while it restructures the business, a Chapter
7 case gives up control of the estate to a trustee, who will
liquidate the assets.

In its bankruptcy petition, the company estimated assets of less
than $10 million and debt exceeding $100 million.

Novato, California-based Sunset Aviation Inc. is an operator of
jet and turbo-prop charter aircraft.  The company was acquired in
June 2007 by JetDirect Aviation Holdings Inc. (Bankr, D. Del.,
Case No. 09-10778).


SYNCORA GUARANTEE: Moody's Downgrades Insurance Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from Caa1 the
insurance financial strength ratings of Syncora Guarantee Inc.
(formerly XL Capital Assurance Inc.) and Syncora Guarantee (U.K.)
Ltd.  In the same rating action, Moody's downgraded the
provisional senior unsecured shelf rating of Syncora Holdings Ltd.
to (P)C from (P)Ca and the rating of Twin Reefs Pass-Through Trust
to C from Ca.  The outlook for SG's insurance financial strength
ratings is developing.

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of a) the rating of the guarantor (if rated at the
investment grade level), or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).

The rating action was prompted by the large loss reserve and
credit impairment charges taken by the company on its mortgage-
related exposures during 4Q2008, which have resulted in a
$2.4 billion statutory deficit at SG as of December 31, 2008.
Moody's said that the company's capital position is now below
minimum statutory capital regulations under New York law, which
heightens the risk of regulatory action.

Moody's notes that SG is attempting to reach a comprehensive
settlement with its bank counterparties on certain exposures,
including most of the company's insured ABS CDOs.  The company
also intends to repurchase wrapped RMBS securities from investors
through a tender offer.  In Moody's opinion, if the company is
unable to reach such settlements in the near term, the company
could be placed into rehabilitation or liquidated by the New York
regulator.

Moody's said that the developing outlook reflects the possibility
of both positive and negative pressure on SG's insurance financial
strength ratings.  Moody's notes that most of Syncora's bank
counterparties have signed a non-binding letter of intent to
commute certain ABS CDO exposures.  To the extent Syncora is able
to commute these exposures under terms that are consistent with
those outlined in Syncora's recent SEC filings, SG's insurance
financial strength ratings could be confirmed or upgraded.  If,
however, the company is unable to execute a settlement that
improves its capital adequacy profile, the insurance financial
strength ratings would likely be downgraded to C.

The downgrades of the ratings on Syncora's debt and preferred
stock reflect the absence of dividend capacity at SG and the
subordination of these instruments to policyholder claims.
Moody's anticipates that any improvement in SG's capital adequacy
profile achieved through the commutation or termination of
troubled mortgage-related exposures will have minimal impact on
the credit profile of the holding company over the near to medium
term.

                      List Of Rating Actions

These ratings have been downgraded, with a developing outlook:

* Syncora Guarantee Inc. -- insurance financial strength to Ca
  from Caa1;

* Syncora Guarantee (U.K.) Ltd. -- insurance financial strength to
  Ca from Caa1.

These ratings have been downgraded:

* Syncora Holdings Ltd. -- provisional rating on senior debt to
  (P)C from (P)Ca; provisional rating on subordinated debt to (P)C
  from (P)Ca; and preference shares to C from Ca;

* Twin Reefs Pass-Through Trust -- contingent capital securities
  to C from Ca.

The last rating action related to Syncora was on October 24, 2008,
when Moody's downgraded SG's insurance financial strength rating
to Caa1 from B2.

Syncora Holdings Ltd. (formerly Security Capital Assurance Ltd) is
a Bermuda-domiciled holding company whose primary operating
subsidiary, Syncora Gurantee Inc. (formerly XL Capital Assurance
Inc.) provides credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.


TAPIA DAIRY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tapia Dairy 3, L.L.C.
        3913 Veribest Park Rd.
        Miles, TX 76861

Bankruptcy Case No.: 09-60049

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tapia Pearsall, L.L.C.                             09-60052
Ezequiel Alcala Tapia dba Tapia Dairy              09-60048
Tapia Dairy, Inc.                                  09-60051
Tapia Brothers, Inc.                               09-60053

Chapter 11 Petition Date: March 5, 2009

Court: Northern District of Texas (San Angelo)

Judge: Robert L. Jones

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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


TARGUS GROUP: Moody's Keeps 'Caa1' Rating; Gives Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 rating of Targus Group
International, Inc. and changed the outlook to negative.  The
negative outlook reflects ongoing revenue and cash flow pressures
due to difficult market conditions in the market for laptops and
associated cases and consumer electronics, as well as poor
liquidity.  Following this rating action, the company's ratings
will be withdrawn for business reasons.

The ratings reflect very high leverage and weak interest coverage.
The ratings also reflect significantly lower than anticipated
demand for computer cases and accessories in the first quarter of
fiscal 2009, as the global economy weakens further.  Although this
is also an opportunity for Targus, the growing popularity of
cheaper ultraportables versus traditional laptops presents
additional pressures.  Partially offsetting significant
macroeconomic pressures is the company's leading market position,
albeit in a relatively narrow segment, as well as ongoing expense
reduction initiatives.  The affirmation of the ratings also
reflects considerations of enterprise value in relation to
outstanding debt.

Moody's took these rating actions:

  -- Affirmed the Caa1 Corporate Family Rating;

  -- Affirmed the Caa1 Probability of Default Rating;

  -- Affirmed the B2 (LGD-2, 27%) rated first-lien secured bank
     facilities, which consist of a $40 million revolver due 2011
     and $185 million term loan due 2012;

  -- Affirmed the Caa2 (LGD-4, 69%) rated $85 million second-lien
     secured term loan due 2013;

The outlook for the ratings is negative.

The previous rating action was on February 14, 2008, when Moody's
changed the outlook to stable from negative.  The Caa1 Corporate
Family Rating was affirmed at that time.

Targus Group International, Inc., based in Anaheim, California,
designs, develops, and distributes notebook computer cases and
computer accessories.  The company sells its products to original
equipment manufacturers, third-party distributors, and retailers
worldwide.  Targus generated revenue of about $505 million for the
twelve months ended December 31, 2008.


TARGUS GROUP: S&P Withdraws 'CCC+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Anaheim, California-based Targus Group International
Inc., including the 'CCC+' corporate credit rating, at the
company's request.


TELEPLUS WORLD: Section 341(a) Meeting Set For April 13
-------------------------------------------------------
The U.S. Trustee of Region 21, will convene a meeting of creditors
in Teleplus World, Corp.'s Chapter 11 case on April 13, 2009, at
1:30 p.m., at Claude Pepper Federal Bldg, 51 SW First Ave., Room
1021, Miami, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. --
http://www.teleplusworld.com/en/-- provides telecommunications
products and services including local lines, long distance, toll
free and high speed internet services to customers in 53 distinct
centrex serving areas.

The Debtor filed for Chapter 11 protection on March 5, 2009,
(Bankr. S.D. Fla. Case No.: 09-13799) Phillip M. Hudson, III, Esq.
represents the Debtor in its restructuring efforst.  The Debtor's
financial condition as of Feb. 28, 2009, showed total assets of
$10,825,743 and total debts of $21,244,618.


TNS INC: Moody's Affirms Corporate Family Rating at 'B1'
--------------------------------------------------------
Moody's Investors Service affirmed TNS Inc.'s B1 corporate family
rating and stable outlook, and assigned a (P) B1 rating to the
company's proposed $250 million senior secured first lien term
loan.  Proceeds from the proposed debt offering, and approximately
$15 million of balance sheet cash, will be used to finance TNS'
acquisition of VeriSign, Inc.'s Communication Services Group for
approximately $230 million in cash.

The company's B1 corporate family rating incorporates Moody's
favorable view of TNS' acquisition of VeriSign's Communication
Services Group, as this transaction should enhance its scale,
diversification and market position, while maintaining strong pro
forma credit metrics and good liquidity position.

However, the rating is constrained by TNS' relatively small size,
even pro forma for the proposed acquisition, in the highly
competitive data communication and network services markets and
the possibility of near-term integration challenges from the
proposed acquisition of CSG (which is TNS' largest acquisition to-
date), which has experienced declines in its financial performance
over the last few years.  In addition, given the current
challenging macroeconomic environment, Moody's believes that TNS
could also face declines in transaction volumes in its core
domestic dial-up POS business, increase pricing pressure and
prospects of continued consolidation in the telecommunication
services industry, and to a lesser extent, customer churn in its
financial services business.

The stable outlook reflects Moody's expectation that TNS will
continue to maintain its good liquidity and market position, and
generate strong operating profits and free cash flows, which would
be used to repay debt.  The stable outlook also reflects Moody's
expectation that TNS will be able to stabilize the
underperformance of CSG and successfully integrate its operations
without any material customer attrition.

TNS, Inc.

These ratings were affirmed:

  -- Corporate Family Rating - B1
  -- Probability of Default Rating - B2
  -- Transaction Network Services, Inc.

This new rating is assigned:

  -- $250 million NEW Senior Secured Term Loan due 2014 - (P) B1
     (LGD3, 33%)

These ratings were affirmed with changes in LGD point estimates:

  -- $15 million Senior Secured Revolving Credit Facility due 2013
     affirmed at B1 with LGD point estimate changed to LGD3, 33%
     from LGD3, 32%

  -- $178.5 million Senior Secured Term Loan due 2014 affirmed at
     B1 with LGD point estimate changed to LGD3, 33% from LGD3,
     32%

The provisional instrument rating is subject to closing of the
transaction and Moody's review of all closing documents.

The last rating action was on April 11, 2007 when Moody's lowered
TNS' CFR senior to B1 from Ba3 and assigned B1 ratings to its
$225 million senior secured term loan and $15 million senior
secured revolver.

TNS is a provider of business-critical data communication services
to credit card, debit card, and automated teller machine
transaction processors.  TNS is also a provider of call signaling
and database access services to the domestic telecommunications
industry and of secure data and voice network services to the
global financial services industry.  For the last twelve months
ended December 31, 2008, total revenues for standalone TNS were
$344 million.


TRUMP ENTERTAINMENT: Court Sets May 28 as General Claims Bar Date
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
established May 28, 2009, at 4:00 p.m. (EST) as the last day for
the filing of proofs of claim for all entities, other than
governmental units, in TCI 2 Holdings, LLC, and its debtor-
affiliates' bankruptcy cases.

Governmental units have until September 4,2009, by 4:00 p.m. (EST)
to file proofs of claim against any of the Debtors.

Proofs of claim, together with any accompanying or supporting
documentation, must be filed so as to be received no later than
4:00 p.m., Eastern Time, on the applicable bar date to:

  a) if sent by mail:

     The United States Bankruptcy Court for the
         District of New Jersey
     Attn: TCI 2 Holdings LLC Claims
     P.O. Box 2067
     Camden, NJ 08101

  b) if by hand or overnight carrier:

     The United States Bankruptcy Court for the
         District of New Jersey
     Attn: TCI 2 Holdings LLC Claims
     401 Market Street, Camden, NJ 08101

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TRUMP ENTERTAINMENT: TCI Files Schedules of Assets & Liabilities
----------------------------------------------------------------
TCI 2 Holdings, LLC, filed with the U.S. Bankruptcy Court for the
District of New Jersey, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------            -----------    -------------
  A. Real Property                        $0
  B. Personal Property               Unknown
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $492,318,582
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------     ------------
TOTAL                                     $0     $492,318,582

A full-text copy of TCI 2 Holdings, LLC's schedules of assets and
liabilities is available at:

      http://bankrupt.com/misc/TCI2HoldingsLLC.Schedules.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


TUSCANY HEIGHTS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tuscany Heights LLC
        77-900 Avenue of the States
        Palm Desert, CA 92211

Bankruptcy Case No.: 09-14197

Chapter 11 Petition Date: March 9, 2009

Court: Central District Of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Mark C. Schnitzer, Esq.
                  mschnitzer@rhlaw.com
                  Reid & Hellyer APC
                  P.O. Box 1300
                  Riverside, CA 92502-1300
                  Tel: (951) 682-1771

The Debtor's financial conditions as of March 6, 2009:

Total Assets: $5,032,272

Total Debts: $10,934,226

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Vineyard Bank                  Lots 1-15 of      $10,078,000
Attn: Cheri George             Tract 28495,
1260 Corona Point Court        Riverside
Corona, CA 92879 1260          Court County, Ca;
Tel: (951) 739-6343            secured:
                               $5,000,000; senior
                               lien: $25,971

Suresh Shah                    Breach of         $250,000
73-345 Hwy 111, Ste. 100       contract
Palm Desert, CA 92260
Tel: (760) 464-1531

Ly[e Realty                    Reimbursement     $121,350
483 N Palm Canyon Drive
Palm Springs, CA 92262
Tel: (760) 778-6200

Desert Gables Realty           Commission for    $43,350
                               sale

Desert Water Agency            Utilities         $131


LaPaz Landscape                February          $500
                               landscaping
                               Road maintenance

SCE -- Common Areas SCE        Utilities         $175

Palm Springs Disposal          Disposal Services $49
Services

Verizon Verizon                Utilities         $48

City of Palm Springs           Dust control      Unknown

Peter Jamieson                 Lease option      Unknown

Kenneth Owen                   Claims            Unknown

The petition was signed by Wesley Oliphant, managing member.


VERASUN ENERGY: Plan Filing Period Extended Until May 31
--------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware has extended the deadline by which
Verasun Energy Corp. and its affiliates have exclusive rights to
file a plan of reorganization until May 31, 2009.

However, Judge Shannon said the Plan Filing Period will be further
extended automatically to June 30, 2009, unless the Official
Committee of Unsecured Creditors files an objection to the
automatic extension by May 27, 2009.

If the Committee files an objection, the objection will be heard
at the June 3, 2009, omnibus hearing or at any other hearing as
agreed to by the Debtors and the Committee.  Accordingly, the
Plan Period will be automatically extended until the Committee
Plan Period Objection is resolved by agreement of the Debtors and
the Committee or by final order of the Court.

Judge Shannon has also extended the deadline by which the Debtors
have exclusive rights to solicit acceptances of a plan until
July 31, 2009.  The Solicitation Period will be further extended
automatically to August 31, 2009, unless the Committee objects to
it.

The Court's Order is without prejudice to the right of the
Debtors to seek further extensions of the Exclusive Periods, and
the right of any party-in-interest to seek reduction the
Exclusive Periods for cause.

Judge Shannon also extended the Debtors' deadline to assume or
reject unexpired nonresidential property leases, through and
including May 29, 2009.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, reported that as of March 3, 2009, no formal
or informal objection or response to the Debtors' request were
received.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


VERASUN ENERGY: To Assume and Assign 1,500 Contracts to Buyer
-------------------------------------------------------------
VeraSun Energy Corp. and its affiliates notified interested
parties to make offers to purchase any of the Debtors' assets,
individually or as part of a package.

The Debtors will conduct an auction for the Assets beginning on
March 16, 2009, at the offices of Skadden Arps Slate Meagher &
Flom, at One Rodney Square, P.O. Box 636, in Wilmington,
Delaware, or at a later date to be determined by the Debtors.

A full-text copy of the Auction Notice is available for free
at: http://bankrupt.com/misc/VerSSaleNot.pdf

Meanwhile, on March 6, 2009, the Debtors filed with the Court a
proposed form of final sale order, a copy of which is available
for free at: http://bankrupt.com/misc/VerSPropFinSale.pdf

The Debtors have notified interested parties that they intend to
assume and assign more than 1,500 unexpired lease or executory
contracts to the successful bidder of their assets.  The Debtors
have assured the contract parties that the Debtors will pay a cure
amount reflected on their records.  The Debtors added that
all postpetition amounts owing under Assumed Contracts will
continue to be paid until an Assumed Contract's assumption and
assignment.

Notwithstanding, various parties filed objections to the Debtors'
proposed cure amounts for the contracts they intend to assume
pursuant to the sale.

A schedule of affected contracts is available for free
at: http://bankrupt.com/misc/VerSBidContracts.pdf

                Parties Object to Cure Amounts

These parties object to the Debtors' proposed cure amounts for
the contracts they intend to assume pursuant to the sale:

  -- White County, Indiana;
  -- Iowa Lakes Electric Cooperative;
  -- Dakota Valley Electric Cooperative, Inc.;
  -- Rognes Bros. Excavating, Inc.;
  -- Beemer Companies;
  -- Haas TCM Processing LLC;
  -- ICM, Inc.;
  -- BNSF Railway Company;
  -- Tri-County Electric Company;
  -- Kahler Electric;
  -- J.D. Streett and Company, Inc.;
  -- Axis Capital, Inc.;
  -- Northern Border Pipeline Company;
  -- GE Railcar Services Corporation;
  -- Federated Rural Electric Cooperative Association;
  -- WINBCO Tank Company;
  -- ShipXpress, Inc.;
  -- Barr Engineering Company;
  -- Hamilton Farm Bureau Cooperative, Inc.;
  -- Fagen, Inc.;
  -- Todd & Sargent;
  -- The City of Litchfield, Illinois;
  -- Kinder Morgan Interstate Gas Transmission LLC;
  -- Anadarko Energy Services;
  -- CSX Transportation, Inc.;
  -- HDR Engineering, Inc.;
  -- Dougherty Funding LLC;
  -- Northern Natural Gas Company;
  -- North West Rural Electric Cooperative;
  -- Northwestern Corporation;
  -- Cargill, Incorporated;
  -- Lessafre Yeast Corporation;
  -- Microsoft Coporation; and
  -- Interstate Power and Light Company.

On behalf of White County, Michael K. McCrory, Esq., at Barnes &
Thornburg LLP, in Indianapolis, Indiana, asserts that the only
meaningful "cure," which would support assumption and assignment
of the deal-specific economic incentives that White County agreed
to provide, would be the construction and completion of an
ethanol fuel production facility on a scale and with the
particular characteristics previously proposed by the Debtor for
the White County, Indiana site.

Mr. McCrory contends that the Debtor is not capable of effecting
the cure, and, upon information and belief, neither the stalking
horse bidder nor any other prospective purchaser has made a
commitment to do so.  However, Mr. McCrory notes that White
County remains willing to explore the availability of other
similar, economic incentives with a purchaser of Debtors' assets,
but in the interim, White County objects to the Notice.

Accordingly, White County asks that the Court acknowledge the
lack of assignability of the identified agreements under
applicable law.

On behalf of ILEC, Stephen W. Spence, Esq., at Phillips Goldman &
Spence P.A., in Wilmington, Delaware, complains that the Debtors
failed to include late charges amounting to $4,175 for the
invoice of electricity provided from September 1 to October 1,
2008.

With regard to Dakota, Mr. Spence relates that the Debtors failed
to include the amount necessary to comply with an electric
agreement between the parties.  Pursuant to the Agreement with
ILEC, the Debtors are required to furnish a security deposit
amounting to two months of billing for the account.  The Deposit
would total approximately $428,000.  As of the Petition Date, Mr.
Spence tells the Court that the Debtors had not yet furnished the
amount to Dakota.

The City of Litchfield tells the Court that its contracts with
the Debtors are excluded from the sale, and thus should not be
assumed and assigned pursuant to the current auction.

The other Objecting Parties complain that the Debtors' proposed
cure amounts of their contracts are insufficient to cure the
Debtors' actual monetary defaults under their contracts.  The
Objecting Parties assert these cure amounts:

  Fagen, Inc.                           $17,542,977
  Cargill, Incorporated                  16,579,326
  Haas TCM Processing LLC                 7,124,899
  ICM, Inc.                               4,263,829
  Interstate Power and Light Company      1,726,308
  Todd & Sargent                          1,654,282
  CSX Transportation                      1,418,705
  Kinder Morgan                           1,060,009
  Northern Border Pipeline Company          795,125
  Rognes Bros.                              783,927
  Northwestern Corporation                  617,085
  Barr Engineering                          491,323
  Northern Natural Gas                      477,708
  BNSF Railway Company                      477,002
  GE Railcar                                476,550
  Dougherty Funding                         424,929
  HDR Engineering                           406,892
  Federated Rural                           400,000
  Tri-County Electric Company               318,356
  WINBCO                                    278,561
  Beemer Companies                          222,524
  North West Rural Electric                 200,000
  Microsoft Corporation                     159,757
  Lessafre                                  131,801
  ShipXpress                                 66,687
  Anadarko                                   54,358
  Hamilton Farm                              29,585
  J.D. Streett and Company, Inc.             23,692
  Axis Capital                                4,249

In addition, Kahler Electric asserts that the cure amount of its
contract with the Debtors should be $14,785 plus interest,
attorneys' fees, costs and disbursements resulting from the
Debtors' default under the contract.

Furthermore, Fagen objects to the disposition of any cash
proceeds received in connection with the sale of the VSE assets,
including the remittance of any cash proceeds to the lenders
under the VSE DIP Facility and the UBS Cash Collateral agreement,
pending a final determination of the extent and priority of
Fagen's mechanic's lien claims.

          Wells Fargo Reserves Rights to Sale Proceeds

Wells Fargo Bank, N.A., as indenture trustee for the Debtors' 9
7/8% Senior Secured Notes, seeks to reserve its rights in the
proceeds of the sale of the Debtors' assets.

As of the Petition Date, the Trustee held valid and perfected
first-priority liens and security interest in the VeraSun
entities' property, plant and equipment.  Postpetition, the
Trustee obtained junior liens on the VeraSun entities' working
capital assets as adequate protection for the priming of the
Trustee's first priority liens on their property, plant and
equipment.

Wells Fargo contends that based upon its prepetition and
postpetition liens, it has rights in the proceeds of the sale of
the Debtors' assets.

      Qteros Objects to Sale of Debtors' Equity Interest

Qteros, Inc., formerly known as SunEthanol, Inc., complains that
the sales procedures do not indicate whether the Debtors will
sell their 5,029,323 shares of Qteros Series A Preferred Stock.

Francis A. Monaco, Jr., at Womble Carlyle Sandridge & Rice PLLC,
in Wilmington, Delaware, points out that the asset purchase
agreement the Debtors entered into with Valero Renewable Fuels
Company LLC and Valero Energy Corporation refers to the Qteros
Shares but did not list them as an "Acquired Asset."

Mr. Monaco tells the Court that at the auction, there may be
overbidding regarding the Valero APA, and the Qteros Shares may
become the subject of standalone bids or bids for other groups of
assets.  He relates that on October 10, 2008, VSE entered into an
Amended and Restated Right of First Refusal and Co-Sale
Agreement, by and among Qteros, the Debtors, and certain other
stockholders of Qteros, which prohibits the Debtors from
transferring their shares of Qteros capital stock to a competitor
of Qteros.

When a proposed buyer is made known to Qteros, Qteros will
promptly convene its board of directors, to determine whether
that entity is a competitor, Mr. Monaco says.

For these reasons, Qteros asks the Court to forbid any sale of
the Qteros Shares to any person or entity, unless and until
Qteros' Board of Directors determines that the proposed buyer is
not a Competitor of Qteros.

             Dougherty Wants Proper Allocation of
                  Sale Proceeds Among Debtors

Dougherty Funding LLC previously made a loan to US Bio Marion LLC
amounting to $90,000,000, which financed the construction of a
100-MGY ethanol refinery.

To the extent that a bid covers multiple segments, or multiple
Debtors' assets, and is not properly allocated, Dougherty asks
that any bid that covers the assets be properly allocated.

Moreover, to the extent that bids are allocated in a fashion or
amount that Dougherty deems objectionable, Dougherty reserves its
right to object.

On behalf of Dougherty, Bonnie Glantz Fatell, Esq., at Blank Rome
LLP, in Wilmington, Delaware, argues that bids should distinguish
between assets subject to the liens of different first priority
lenders to allow each secured creditor to determine whether and
how to credit bid.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


VINCENT PITTS: Section 341(a) Meeting Set for March 31
------------------------------------------------------
The U.S. Trustee of Region 11, will convene a meeting of creditors
in Vincent Y. Pitts' Chapter 11 case on March 31, 2009, at 1:30
p.m., at 19 South Dearborn, Room 804, Chicago, Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Country Club Hills, Illinois, Vincent Y. Pitts
filed for Chapter 11 protection on February 26, 2009, (Bankruptcy
N.D. Ill. Case No.: 09-06250) Debra J. Vorhies Levine, Esq.
represents the Debtor in its restructuring efforts.  The Debtor
listed estimated assets of $0 to $50,000 and estimated debts of
$1,000,001 to $10,000,000.


VISKASE COS: S&P Raises Corporate Credit Rating to 'CCC+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term corporate credit rating on Darien, Illinois-based Viskase
Cos. Inc. to 'CCC+' from 'SD' (selective default).  The outlook is
stable.

At the same time, Standard & Poor's raised the issue rating on the
company's 11.5% senior secured notes due 2011 to 'CCC+' from 'CC'
and removed the rating from CreditWatch, where it was placed with
developing implications on Aug. 8, 2008.  S&P also assigned a
recovery rating of '3' to the notes, indicating the expectation of
meaningful recovery (50% to 70%) in the event of a payment
default.

"The rating actions reflect our reassessment of credit quality and
the noteholders' recovery prospects following the company's
execution of an exchange offer for its outstanding 8% senior
secured notes," said Standard & Poor's credit analyst Ket Gondha.

S&P had lowered the corporate credit rating to selective default
after Viskase completed a tender offer to exchange a portion of
the then-outstanding 8% notes for cash or securities for a total
value that was less than par.

The ratings on Viskase reflect its vulnerable business risk
profile as a producer in the highly competitive non-edible casings
niche within the packaging industry and its narrow scope of
operations.  The ratings also take into account the company's
highly leveraged financial risk profile since emerging from
Chapter 11 bankruptcy protection in April 2003 and its limited
liquidity.  Good market positions in cellulosic and fibrous
casings and diverse geographic sales are partially offsetting
factors.

With annual sales exceeding $275 million, Viskase is a global
producer of non-edible cellulosic, fibrous, and plastic casings
used to prepare and package processed meat products.  The niche
casings industry is characterized by intense price-based
competition, particularly during periods of overcapacity.  While
excess capacity is currently at relatively lower levels and
industry players have been increasing pricing, capacity additions
or an unexpected demand shortfall in the current weak economic
environment could entice industry players to sacrifice price as a
way to recover volumes.


VISTEON CORPORATION: Fitch Downgrades Issuer Default Rating to 'C'
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Visteon
Corporation to 'C' from 'CC', indicating that a default is
imminent or inevitable.  The ratings have been removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.  A full
list of the rating actions is provided below.  The continuing
decline in global automotive production is expected to result in
continued negative cash flows at Visteon for at least the next
year, further draining the company's limited excess liquidity.
Visteon has virtually no access to external sources of new
capital, and existing sources are constricting.  Visteon has a
maturity of $207 million in senior unsecured notes in 2010, and
Fitch expects some form of default to occur (either a coercive
debt exchange or a Chapter 11 filing).

Visteon experienced a 43% reduction in fourth quarter revenues due
to the accelerating decline in global automotive production and
currency effects.  Global sales and production trends point to
little improvement through 2009.  Fitch projects that Visteon will
likely be unable to generate free cash flow sufficient to cover
required capital expenditures and interest over the near term.

Visteon had cash of $1.2 billion at Dec. 31, 2008, but liquidity
is likely to become strained in 2009 due to continued operating
losses, restructuring costs, cash needed on hand to run the
business, cash held in overseas or joint-venture operations, and
intra-period/seasonal cash swings.  Liquidity has become more
strained as availability under the company's ABL and receivable
securitization facilities has declined due to a decline in the
value or amount of eligible collateral.

Fitch expects that similar to Delphi, Visteon could experience a
substantial dismantling of its domestic operations with little or
no recoveries projected for unsecured debt holders.  Original
equipment manufacturers are likely to quickly re-source, re-direct
or repossess equipment and contracts necessary to ensure a
continued supply of parts in the event that a financial
restructuring is not smoothly accomplished.  Given the condition
of the industry, the lack of external capital, and the lack of
viability of a large portion of Visteon's domestic business, there
is a higher than average likelihood of a more disruptive
bankruptcy process.  Although Ford may be forced to commit
financing to ensure continued production at key Visteon operations
- through the repurchase of various assets, assisted sales, etc. -
Fitch expects any support to be targeted and insufficient to
finance a broader restructuring.  Although the federal government
task force appears to be looking at various forms of financial
assistance to the auto supply base, Fitch does not expect any
direct form of financial assistance to Visteon that would
substantially defer Visteon's expected financial restructuring.

Fitch expects that the ABL holders will achieve full recovery
(RR1) based on collateral coverage.  Availability under the
facility has been reduced in line with declining collateral values
(receivables, inventories and certain domestic PP&E) thereby
providing protection to outstanding loans.  Secured term loan
holders are expected to recover only 30%-50% of face values as the
lack of financial covenants provided little protection for lenders
during the recent past as Visteon and the industry experienced
deep financial stress, a steep decline in operating performance,
and a drop in asset values.  A large portion of recovery values is
expected to arise from overseas joint-venture holdings, although
these values have also declined in line with the global automotive
production downturn. Recovery values are also expected to be
impacted by other non-debt, on and off-balance sheet claimants
such as the PBGC and the UAW.

Fitch rates Visteon:

Visteon

  -- ABL facility assigned 'B-/RR1';
  -- Senior secured term loan downgraded to 'C/RR4' from 'CC/RR4';
  -- Senior unsecured notes affirmed at 'C/RR6'.


W.R. GRACE: Court Approves Disclosure Statement
-----------------------------------------------
W.R. Grace & Co., which has been in Chapter 11 protection for
almost eight years, has received approval of the disclosure
statement to its Chapter 11 plan.  W.R. Grace may now solicit
support, then seek confirmation, of its Chapter 11 plan.

The approval by Judge Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware, which filed for bankruptcy in
2001 due to 100,000 asbestos-poisoning claims, allows the company
to begin the final chapter of its bankruptcy; securing a $1
billion loan and winning court approval of the reorganization plan
in September.

The Court has scheduled two-phase confirmation hearings:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

According to Bill Rochelle, W.R. Grace's stock closed March 9 at
$4.10, down 8 cents a share in New York Stock Exchange trading. He
said the two-year high was $30.65 on Oct. 12 2007, and the stock
was trading around $26 as recently as August.

                          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)


YELLOWSTONE CLUB: Court OKs Auction; Lender Moves Plan Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court District of Montana (Butte) has given
tentative approval for an auction process for the assets of
Yellowstone Mountain Club LLC.  Investor CrossHarbor Capital
Partners LLC has been selected as lead bidder, and has agreed to
buy Yellowstone's private ski and golf resort absent higher and
better bids for the property.

According to Bloomberg's Bill Rochelle, the Bankruptcy Court
approved the bid procedures after certain modifications, including
the provision of more time for the Debtor to sell its assets.  The
Court previously declined to approve the proposed sale process on
grounds that the bid procedures chilled bidding and gave advantage
to Cross Harbor, who was the DIP lender.

In the Court-approved procedures, bids in competition with
CrossHarbor will be due 10 days before a confirmation hearing for
approval of Yellowstone's Chapter 11 plan.  The auction will be
five days before the confirmation hearing, Mr. Rochelle said.
The hearing on the adequacy of the disclosure statement to Yellow
Stone's Chapter 11 plan is scheduled for April 1.

CrossHarbor has agreed to push back from March 31 to April 30
Yellow Stone's deadline to obtain confirmation of its plan.

Before the auction is held, the Court, Bloomberg relates, will
hold a hearing on April 1 to decide whether Credit Suisse Group
A.G., as agent for existing secured lenders owed $310 million,
will be able to bid at the auction and use its secured claim for
part of the purchase price.  According to Mr. Rochelle, the
auction and sale process will be complicated because Credit Suisse
has liens on some, but not all, assets.  The official committee of
unsecured creditors of Yellowstone filed a lawsuit on March 3
hoping to invalidate the Credit Suisse claim while recovering $146
million Yellowstone paid on what was originally $375 million in
loans.

As reported by the TCR on March 10, the Court has postponed to
April 1 the hearing in connection with Yellowstone's Chapter 11
plan.  The Plan contemplated the sale of Yellowstone's project to
private-equity investor CrossHarbor Capital Partners LLC or
whoever made the highest offer at auction.  The Court postponed
the hearing to fix the amount of Credit Suisse's claim.

Yellowstone has lost its exclusive rights to file a plan.
Parties-in-interest may file a competing plan.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


YELLOWSTONE CLUB: Court OKs CrossHarbor as Stalking Horse Bidder
----------------------------------------------------------------
CrossHarbor Capital Partners, LLC, reported that the U.S.
Bankruptcy Court for the District of Montana has approved the
Yellowstone Club's motion to approve plan solicitation procedures
that include the appointment of CrossHarbor as the lead or
"stalking horse" bidder in the proposed sale of the equity
interests in the Yellowstone Club pursuant to the Club's Chapter
11 Plan.  The motion was supported by the Official Committee of
Unsecured Creditors and the Ad Hoc Yellowstone Club Members
Committee, which represents a majority of the Yellowstone Club's
members and homeowners.

CrossHarbor's bid provides for a purchase price of approximately
$100 million, subject to higher and better offers, as well as the
assumption of various liabilities, including, among others, some
or all of the Club's obligations to existing members.  In
addition, CrossHarbor has agreed to provide additional capital of
at least $75 million to the reorganized Club, as well as to commit
up to $7.5 million of CrossHarbor's funds for payment of the
claims of local trade and other creditors to preserve and enhance
the reputation and good standing of the reorganized Club in the
Big Sky and Yellowstone Club communities and in recognition of the
sacrifice and hardships endured by such creditors as a result of
the financial problems of the Club.

CrossHarbor's bid provides the Yellowstone Club with the
opportunity to proceed to confirmation of its plan and emergence
as the world's only private ski and golf community, with first-
class mountain resort amenities.  In addition, it provides
certainty regarding the continued operation of the Club.

The Court has also approved the timeline and plan solicitation
procedures for the Court-supervised auction proposed in the
Yellowstone Club's Plan of Reorganization.  Third party bidders
will be able to submit qualified alternative offers on or before
ten days prior to the confirmation hearing.  If additional
qualified bids are submitted, an auction will be held five days
prior to the Confirmation Hearing, which likely will be scheduled
for some time during the period April 30, 2009, to May 21, 2009.

Pending confirmation, the Club will continue to operate with the
debtor-in-possession financing previously provided by a
CrossHarbor affiliate.

CrossHarbor said, "We are pleased that the Court has approved the
proposed plan solicitation procedures for the Yellowstone Club and
has approved CrossHarbor as the stalking horse bidder, ensuring
that the sale will be completed in a speedy and orderly manner and
that the operations of the Club will continue as normal.  The sale
will enable the Yellowstone Club to recapitalize its balance sheet
and emerge from Chapter 11 well-positioned for long-term success.
CrossHarbor is committed to the Yellowstone Club and to protecting
the interests of the Club's members, trade creditors and other
stakeholders.  Throughout this process, CrossHarbor has operated
with transparency and integrity, and we look forward to continuing
to work through the Court-supervised auction process to reach an
outcome that is in the best interests of the Yellowstone Club.

                     About CrossHarbor

CrossHarbor Capital Partners is an alternative investment firm
specializing principally in real estate as well as distressed
securities and private equity.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


* NewOak Capital Names Edward Napoli as Managing Director
---------------------------------------------------------
NewOak Capital has appointed Edward Napoli as Managing Director of
Business Development to help market the firm's advisory, asset-
management and capital markets services and to act as Assistant
General Counsel.

"In today's economic environment, client relationships mean
providing solutions and cognitive agility as we face complex
structural securities with ambiguous terms.  Therefore, we must
consider scenarios that combine credit, structure and legal terms.
Ed Napoli brings a great deal of knowledge and experience to get
to the bottom of these issues.  He will be able to effectively
leverage NewOak Capital's sector experts to solve our clients'
complex investment problems," said Ron D'Vari, CEO of NewOak
Capital.

"As a solution provider, NewOak Capital addresses the many needs
of our diverse client-base.  Ed's legal experience in the
structured finance and derivatives space will prove value-added to
our platform and we're excited to have him join our growing team",
NewOak Capital President James Frischling stated.

Mr. Napoli brings extensive experience acting as counsel to
financial institutions, asset managers and financial guarantors in
connection with structured finance and derivatives transactions.
Mr. Napoli's previous experience includes positions with Skadden
Arps LLP and a start-up monoline financial guarantor.  He was most
recently with the law firm of Dechert LLP in New York.  Mr. Napoli
has a BS from the U.S. Merchant Marine Academy, a JD from New York
University and an MBA from Duke University.

                      About NewOak Capital

NewOak Capital --http://www.newoakcapital.com/--is an advisory,
asset management and capital markets firm organized to serve
institutions in response to challenges arising from the global
credit markets.  It provides analysis, valuation, restructuring,
risk transfer, and management solutions and services to financial
institutions and investors to support their portfolio and
corporate needs.  NewOak Capital employs 16 senior professionals
with an average of 17 years of experience in the fixed-income
markets in addition to 17 junior and support staff.  It
specializes in residential and commercial mortgage loans and
securities, REITs, asset-backed securities, structured corporate
securities (CSOs/CLOs), and distressed financial companies with
exposure.  NewOak employs a differentiated framework, an
integrated "see-through" analytics platform, and a team of
experienced professionals with diversified investment and modeling
expertise to provide client solutions.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 13, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Beverly Wilshire, Beverly Hills, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 14-16, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        St. John's University School of Law, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: March 2, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***