TCR_Public/090312.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 12, 2009, Vol. 13, No. 70

                            Headlines


1330 MEZZ I: Sale of Interest in NY Office Bldg. Set for April 22
26-01 ASTORIA: U.S. Trustee Asks Court to Dismiss or Convert Case
AF EVANS: Wants to Hire Kornfield Nyberg as Bankruptcy Counsel
AHM HOSPITALITY: Voluntary Chapter 11 Case Summary
ALBUQUERQUE CAR: Voluntary Chapter 11 Case Summary

ALERIS INT'L: Loans Valued at 8 Cents in Swaps Auction
ALERIS INT'L: Interested Parties Balk at $1.075 Billion DIP Loan
ALERIS INT'L: Hearing on DIP Financing Rescheduled to March 16
ALERIS INT'L: Seeks Court Approval of Alvares & Marsal Engagement
ALERIS INT'L: Seeks Sept. 10 Extension of Lease Decision Period

ALERIS INT'L: Utilities Balk at Adequate Assurance Proposal
ALERIS INT'L: Won't Ship Aluminum Ingots to General Motors
ALESCO FINANCIAL: Faces Delisting of Shares From NYSE
ALLISON TRANSMISSION: S&P Cuts Corporate Credit Rating to 'B'
ALTRA INDUSTRIAL: Moody's Affirms Ratings, Gives Negative Outlook

AMERICAN ACHIEVEMENT: Moody's Downgrades Default Rating to 'Caa3'
AMERICAN INT'L: Says Failure May Cripple Banks, Money Funds
AMERICAN INTERNATIONAL: Sells 100,000 Shares for $500,000
ARTISTDIRECT INC: Issues Convertible Note to Frederick Field
ASPEN EXECUTIVE: Implements Terms of Liquidation Plan

ATHOL MANUFACTURING: Butner NC Property Auction on April 8
ATLANTIC RADIO: Voluntary Chapter 11 Case Summary
AUTOBACS STRAUSS: Lists $50.2-Mil. in Assets, $63.1-Mil. in Debts
BANK OF AMERICA: Top Merrill Banker Subpoenaed for Bonuses
BANK OF NT: Fitch Raises Support Rating Floor from 'BB-'

BERNARD L. MADOFF: Expected to Plea Guilty Today in Fraud Suit
BERNARD L. MADOFF: Used London Unit in Alleged Fraud, Says Gov't
BOSTON SCIENTIFIC: Moody's Affirms 'Ba1' Corporate Family Rating
BOWNETREE LLC: Sends Plan for Voting; Ballots Due March 24
BUILDING MATERIALS: Posts $104 Million Net Loss in Q4 2008

BUILDING MATERIALS: Wins Waiver From Lenders on Potential Default
CABLEVISION SYSTEMS: Discloses Results of Cash Tender Offers
CANADIAN SUPERIOR ENERGY: NYSE Halt Trading; Status Quo at TSX
CANADIAN TRUST: Restructuring Legal Costs Reach $200 Million
CARR MARITIME: Voluntary Chapter 11 Case Summary

CB RICHARD: S&P Downgrades Counterparty Credit Rating to 'BB'
CELL THERAPEUTICS: Has Until April 6 to Comply NASDAQ Standards
CELL THERAPEUTICS: Reduces Workforce After JV Sale to Spectrum
CEMEX SAB: S&P Downgrades Global Corporate Credit Rating to 'B-'
CHEMTURA CORP: Amends Compensation Schedule for Non-Insiders

CIRCUIT CITY: Bankruptcy to Be Examined By Congress Panel Today
CITADEL BROADCASTING: Likely Pact Breach Cues S&P's Junk Rating
DELPHI CORP: Court Issues Bench Ruling on OPEB Dispute
EL PASO CHILE: Second Amended Plan Confirmed on February 24
ECLIPSE AVIATION: Fuji Widens Loss Estimate on Ch. 7 Liquidation

ENRON CORP: Judge Tosses Claims Against Banks in Investor Suit
FAWN RIDGE: Voluntary Chapter 11 Case Summary
FLEETWOOD ENTERPRISES: Chapter 11 Filing Cues Moody's 'D' Rating
FOAMEX INT'L: U.S. Trustee Balks at Bonus Plan for 14 Executives
FORD MOTOR: Hurt by Bondholders' Credit-Default Swaps

FREDDIE MAC: 2008 Net Loss Balloons to $50BB; Seeks $30BB Funding
FREDDIE MAC: Appoints Koskinen as Interim CEO, Glauber as Chairman
FREDDIE MAC: Enters Into Indemnification Agreements With Execs
FREESCALE SEMICONDUCTOR: Reports Results of Note Invitations
G.I. JOE'S: Court Grants Additional 15 Days for Schedules Filing

G.I. JOE'S: Wants to Hire BMC Group as Notice and Claims Agent
G.I. JOE'S: Can Sell Substantially All Assets at March 30 Auction
GENERAL MOTORS: Amends JPMorgan Loan Amid Going Concern Doubt
GENERAL MOTORS: Aleris Seeks to Cancel Shipment Contract
GENERAL MOTORS: SAAB Unit Draws Interest from Rivals

GENERAL MOTORS: Scania Has Veto Power on SAAB Sale
GENERAL MOTORS: Private-Equity Firms Not Interested in Opel
GOODY'S LLC: Court Approves Settlement on First Bankruptcy Case
GOODYEAR TIRE: S&P Gives Negative Outlook; Affirms 'BB-' Rating
GOTTSCHALKS INC: Seeks Buyer for Biz; Lead Bid is for GOB Sales

GREEKTOWN CASINO: Says Market Share Rose Almost 1% in Past Month
GREENBRIER COMPANIES: Moody's Cuts Corporate Family Rating to B3
GREENBRIER COS: S&P Corrects Previous Rating Press Release
GREENSHIFT CORP: Terminates Equity Capital Contribution Agreement
GREENSHIFT CORP: Issues 55.2 Million Shares to 3 Investors

HAWAIIAN TELCOM: Court Okays Klehr Harrison as Co-Counsel
HAWAIIAN TELCOM: Gets Court OK to Tap Deloitte as Auditors
HAWAIIAN TELCOM: Lenders Agree to Continued Cash Collateral Use
HEARST CORP: Post-Intelligencer to Become Online-Only Publication
HERBST GAMING: Reach Agreement with Lenders for Ch. 11 Plan

HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
INVESTMENT EQUITY: Proposes Owners' Backing; Plan Hearing April 14
ION GEOPHYSICAL: S&P Downgrades Corporate Credit Rating to 'B'
ISOTONER CORP: S&P Downgrades Corporate Credit Rating to 'B-'
J CREW: Posts $13.5 Million Loss in Fourth Quarter 2008

JAMES BALLOON: Voluntary Chapter 11 Case Summary
JAY HOSTETTER: Creditors Must File Proofs of Claim by August 25
JOHN STOKES: Files for Chapter 11 Bankruptcy Protection
JOHNSON CONTROLS: S&P Puts 'BB+' Rating on Proposed Debt Issues
JOSEPH WILLIAMS: Voluntary Chapter 11 Case Summary

JOURNAL REGISTER: U.S. Trustee Forms Three-Member Creditors Panel
KEPLER HOLDINGS: Moody's Withdraws 'Ba2' Rating on Bank Loan
KERYX BIOPHARMACEUTICALS: To Appeal Nasdaq Delisting Notice
KIMBALL HILL: Court Confirms Chapter 11 Plan of Liquidation
LAS VEGAS SANDS: Moody's Downgrades Default Rating to 'B3'

LEE ENTERPRISES: Says Growth of Print, Online Audiences Continues
LEHMAN BROTHERS: Has Paid A&M $32.7MM; Boosts Cash to $6.8 Billion
LEHMAN BROTHERS: Bank Unit Defaults on Eagle Rock Financing Deal
LEHMAN BROTHERS: Banks Bid for Property Bonds Swap Business
LEUCADIA NATIONAL: Fitch Affirms 'BB+' Issuer Default Rating

LOCKE CAPITAL: Sued by SEC for Concocting $1.2-Bil. Client
LYONDELL CHEMICAL: Unsecured Creditors Want to Probe Basell Merger
LYONDELL CHEMICAL: Asks Court to Bar California Paint Suits
M&P GRADING: Voluntary Chapter 11 Case Summary
MAGNA ENTERTAINMENT: Starts Process to Sell Tracks to Shareholder

MAGNA ENTERTAINMENT: Pimlico Racing Schedule Cut by 11 Days
MAGNA ENTERTAINMENT: Receives Notice Of Delisting From Nasdaq
MANASSEH BUILDING: Files for Chapter 11 in Woodland Hills
MARGARET BLESSING: Selling 3.14-Acre Tract in Worth for $55,000
MASONITE INT'L: Reports 19.8% Decline in 2008 Sales

MASONITE INT'L: Presents Financial Projections for 2009-2013
MERISANT WORLDWIDE: S&P Withdraws 'D' Rating
MERUELOMADDUX: May Default on $266MM in Loans, Mulls Bankruptcy
MGM MIRAGE: Moody's Cuts Probability of Default Rating to 'Caa2'
MILACRON INC: Chapter 11 Filing Prompts S&P's Rating Cut to 'D'

METROMEDIA STEAKHOUSES: Affiliate Agrees to Loan Extension
MICHAEL VICK: Appearance at Bankruptcy Hearing Opposed
MILACRON INC: Wants to Access $135 Million GE-DDJ DIP Facility
MILACRON INC: Wants to Employ Dinsmore & Shohl as Counsel
MILACRON INC: Wants Schedules Deadline Moved to May 11

MIRABILIS VENTURES: Can Employ Shutts & Bowen as Special Counsel
MONACO COACH: Can Access Cash Collateral on Interim Basis
MONACO COACH: Lenders May Raise Interest Rates on Credit Lines
MONACO COACH: Submits Budget Proposal to Bankruptcy Court
MORGAN HAUGH: Voluntary Chapter 11 Case Summary

MPF CORP: Seeks June 30 Extension of Plan Filing Deadline
NEXSTAR BROADCASTING: Exchange Offer Cues S&P's Junk Rating
NORTHEAST BIOFUELS: Ethanol Plant Marked for April 14 Auction
OSHKOSH CORP: S&P Affirms 'B' Long-Term Corporate Credit Rating
PACIFIC ENERGY: Proposes to Employ Pachulski as Bankr. Counsel

PARADOCKS TWO: Voluntary Chapter 11 Case Summary
PATRICK CANNON: Voluntary Chapter 11 Case Summary
PEREGRINE SYSTEMS: Former Counsel E. Deller Goes to Trial
PEREGRINE SYSTEMS: Ex-Finance Chief Order to Pay $2.09-Mil.
PETTERS GROUP: Ritchie Capital Counters Polaroid Suit

PETTERS GROUP: Sun Country Repays Debtor-In-Possession Loan
PHILADELPHIA NEWSPAPERS: Hearing on DIP Loan Moved to March 17
PHOENIX COMPANIES: Moody's Downgrades Senior Debt Rating to 'Ba2'
PHOENIX COS: S&P Downgrades Counterparty Credit Rating to 'BB-'
PLANET ORGANIC: In Talks With Lenders for Covenant Relief

POLAROID CORP: Court Sets March 30 Auction for All Assets
POLAROID CORP: Ritchie Capital Calls Suit 'Baseless, Malicious'
PRECISION PARTS: No Rival Bids for Cerion's $18.5MM Offer
PROPEX INC: Court Sets March 23 Auction for All Assets
QIMONDA NA: U.S. Trustee Form Seven-Member Creditor Committee

QUIGLEY CO: Allowed to Use Cash Collateral Until Plan Hearing
RESERVE PRIMARY FUND: Sued by Deutsche for Repayment of $72.2-Mil.
RITZ CAMERA: Auction for Boater's On; 400 Camera Stores Next
RITCHIE CAPITAL: Polaroid Suit 'Baseless' and 'Malicious'
ROCK OF AGES: Obtains Covenant Waiver From CIT Group

ROUSE COMPANY: Fitch Keeps Negative Watch on 'C' Issuer Rating
RTL GRADING: Voluntary Chapter 11 Case Summary
SAKS INC: Market Turmoil Cues S&P's Rating Downgrades to 'B-'
SEMGROUP LP: To Seek Approval of Energy Partners Deal Today
SEMGROUP LP: Eagle Rock Has $10.7 Million Write-off on Bankruptcy

SERAFINO HOLDINGS: Accused of Ponzi Scam Tied to Cosmo Fraud
SIX FLAGS: Hurt by Bondholders' Credit-Default Swaps
SPECTRUM BRANDS: Equity Panel Named; Shareholder Recovery Raised
ST. MARY'S HOSPITAL: Files Chapter 11 in Newark
STANFORD GROUP: Receiver Sues N.Y. Landlord for Ending Lease

STANFORD GROUP: Court Unfreezes Investor Accounts
STAR TRIBUNE: Committee Can Hire Lowenstein Sandler as Counsel
STERLING BANCSHARES: Fitch Affirms Preferred Rating at 'BB'
STONE ENERGY: Monetization of Hedges Won't Change Moody's B3
SUNSET AVIATION: Files Chapter 7 Petition in Wilmington

SUNWEST MANAGEMENT: Lenders Want Judge Disqualified in Fraud Case
SUPERIOR ENERGY: BG Group to Maintain Funding for Trinidad Venture
TAHERA DIAMOND: Canadian Court Extends CCAA Stay Until May 29
TAHERA DIAMOND: Obtains $500,000 Loan From Potential Asset Buyer
TARRAGON CORP: May Obtain $6.25 Million DIP Loan from ARKOMD LLC

TELEPLUS WORLD: Wants Arnstein & Lehr as Bankruptcy Counsel
TRIBUNE CO: Talks Ongoing for Sale of Cubs to Rickets Family
TRINITY INNOVATIVE: Voluntary Chapter 11 Case Summary
UAL CORP: Files Full Year 2008 Financial Report with SEC
UAL CORP: Settles Claims, Various Disputes wit LAX

UAL CORP: 7th Cir. Affirms Lower Court Ruling on ALPA Dispute
UAL CORP: Status Hearing in Chapter 11 Case on March 31
UAL CORP: FMR Reports 15% Equity Stake; BofA Holds 13% of Shares
USA DATANET: Court Approves Sale of Wholesale & Hosted VoIP Assets
VALLEJO CITY: $12MM Deficit May Lead to Salary & Services Cut

VANDERBILT UNIVERSITY: Moody's Assigns Rating on $330 Mil. Bonds
VERSO TECH: Files Disclosure Statement In Support of Joint Plan
VISTEON CORP: Makes Payment on Outstanding Bonds
W.R. GRACE: Court Okays Voting Procedures; Ballots Due May 20
WILLIAM DOUGHTY: Voluntary Chapter 11 Case Summary

WL HOMES: DIP Financing Hearing Moved to March 23

* Moody's Has 283 Cos. W/ High Default Risk in Bottom Rung Report
* Fed Reserve Chair Defends Bail-Out for Financial Institutions
* Stinging Economy Surges Demand for Law Firms in Calgary

* U.S. Auto Suppliers Facing Reduced Payments This Month
* FDIC May Get $500 Billion to Guarantee Bank Deposits
* U.S. Gov't Mulls Financial Assistance for Small Businesses

* SEC Beefs Up Account Inspections due to Recent Frauds
* Nadler to Propose Lifting of BAPCPA's 210-Day Limit for Leases

* David Hawthorne Joins Focus Management
* Law Firm Group Pushes for Worldwide Financial Court
* Moelis Taps Mark Hootnick to Boost Restructuring Group

* Richard Fries, Todd Marcus & Scott Stern Join Bingham McCutchen
* White & Case to Fire 400 Staff, Staff; 3 Other Firms Make Cuts

* Chapter 11 Cases With Assets and Liabilities Below $1,000,000


                            *********

1330 MEZZ I: Sale of Interest in NY Office Bldg. Set for April 22
-----------------------------------------------------------------
1330 Otera Capital LLC, as secured party and assignee of German
American Capital Corporation, the original lender, discloses that
100% of the memberships interests of 1330 Mezz I LLC, a Delaware
limited liability company, in 1330 Acquisition Co. LLC will be
offered for sale at a public auction and sold to the highest
qualified bidder on April 22, 2009, at 1:00 p.m. at the law
offices of Allen & Overy LLP, 1221 Avenue of the Americas, 21st
Floor, New York, NY 10020.

The principal asset of 1330 Acquisition Co. is an office building
located at 1330 Avenue of the Americas, New York, NY.

The sale is held to enforce the rights of the secured party under
that certain first mezzanine loan and security agreement dated as
of December 28, 20006, executed by 1330 Mezz I LLC.  The secured
party reserves the right to reject all bids and terminate or
adjourn the sale to another time, without further publication.

Interested parties who would like additional information regarding
the collateral, the requirements to be a "qualified bidder" or the
terms of the sale should visit the Web site
www.eastdilsecured.com/notices/1330AoA.pdf or contact Adam Spies
of Eastdil Secured, LLC at (212) 315-7200 or at 40 West 57th
Street, 22nd Floor, New York, NY 10019.


26-01 ASTORIA: U.S. Trustee Asks Court to Dismiss or Convert Case
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, wants the
U.S. Bankruptcy Court to dismiss 26-01 Astoria Development, LLC's
bankruptcy case, or in the alternative, convert the Debtor's
Chapter 11 case to a case under Chapter 7.

The U.S. Trustee informed the Court that the Debtor has been
unable to rehabilitate its business or form a reorganization plan
and has failed to file monthly operating reports and pay the U.S.
Trustee fees.

As reported in the Troubled Company Reporter on October 6, 2008,
the Debtor filed a Chapter 11 plan.  But the Court later denied
approval of the explanatory disclosure statement "without
prejudice on grounds of prematurity".  Obtaining approval of the
disclosure statement is necessary before the debtor could begin
soliciting support on, and subsequently seek confirmation of, the
plan.  The plan, as submitted, contemplated the sale of the
company's assets and funding of distributions to creditors from
the sale proceeds.

Based in Astoria, New York, 26-01 Astoria Development LLC is
involved in real estate development.  The company filed for
Chapter 11 protection on June 19, 2008 (Bankr. E.D. N.Y. Case No.
08-43900).  Robert R. Leinwand, Esq., and Arnold Mitchell Greene,
Esq., at Robinson Brog Leinward Greene Genovese & Gluck PC,
represent the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$15,250,000 and total debts of $9,979,439.


AF EVANS: Wants to Hire Kornfield Nyberg as Bankruptcy Counsel
----------------------------------------------------------------
A.F. Evans Company, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of California to employ Kornfield,
Nyberg, Bendes & Kuhner, P.C., as counsel.  Kornfield Nyberg will:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued operation of its
      business and management of its property;

   b) prepare on behalf of the Debtor the necessary applications,
      answers, orders, reports and other legal papers;

   c) perform all other legal services for the debtor which may
      be necessary in this case.

Kornfield Nyberg's hourly rates are:

     Eric A. Nyberg                                 $350
     Charles N. Bendes                              $350
     Chris D. Kuhner                                $335
     Nancy Nyberg (Bookkeeping and Accounting)       $80
     Paralegal Assistant                             $40

Eric A. Nyberg tells the Court that Kornfield Nyberg has received
an original retainer of $90,000, of which $63,709 remains as of
the petition date.

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

Mr. Nyberg can be reached at:

     Kornfield, Nyberg, Bendes & Kuhner, P.C.
     1999 Harrison Street, Suite 2675
     Oakland, CA 94612
     Tel: (510) 763-1000
     Fax: (510) 273-8669

                         About A.F. Evans

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 listed estimated assets of less
than $50,000 and estimated debts of $100 million to
$500 million.


AHM HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: AMH Hospitality, LLC
        dba Inn at the Falls
        200 Winstone Drive, Apt. 1103
        Cliffside Park, NJ 07010

Bankruptcy Case No.: 09-35505

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

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

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

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

            http://bankrupt.com/misc/nysb09-35505.pdf

The petition was signed by Meghna Mehta, managing member of the
company.


ALBUQUERQUE CAR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Albuquerque Car Crushers, Inc.
        5711 Broadway SE
        Albuquerque, NM 87105

Bankruptcy Case No.: 09-10904

Chapter 11 Petition Date: March 5, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Albert W. Schimmel, III, Esq.
                  Schimmel Law Office
                  Post Office Box 8
                  320 Gold Avenue, SW, Suite 900
                  Albuquerque, NM 87103-0008
                  Tel: (505) 837-4400
                  Fax: (505) 837-2528
                  Email: spike@nm.net

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

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

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

            http://bankrupt.com/misc/nmb09-10904.pdf

The petition was signed by Vences Trujillo, president of the
company.


ALERIS INT'L: Loans Valued at 8 Cents in Swaps Auction
------------------------------------------------------
Credit-default swaps traders set a value of 8 cents on the dollar
for loans of Aleris International Inc. to settle credit-default
swaps guaranteeing the debt of the company, Bloomberg's Shannon D.
Harrington reported.  The price, Bloomber relates, means sellers
of credit-default swaps protecting against a default by Aleris
will pay 92 cents on the dollar to settle the derivatives.

According to creditfixings.com, on March 9, 2009, 10 dealers
submitted inside markets, physical settlement requests and limit
orders to the Aleris auction administered by Creditex Group Inc.
and Markit Group Ltd. to settle trades across the market
referencing Aleris.

Meanwhile, creditfixings.com said that an auction to settle the
credit derivative trades for Station Casinos, Inc. is to be held
at a date yet to be determined.

                    About Aleris International

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

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

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


ALERIS INT'L: Interested Parties Balk at $1.075 Billion DIP Loan
----------------------------------------------------------------
Babson Capital Management LLC, J. Aron & Company, and TPG Partners
V, L.P. expressed their opposition to the request of Aleris
International Inc. and its debtor affiliates for final approval of
a $1.075 billion postpetition financing facility from Deutsche
Bank AG New York Branch, Oaktree Capital Management, L.P., Apollo
ALS Holdings, L.P., and other lenders.

(1) Babson Capital Management LLC

Babson Capital Management LLC notes that the Debtors seek to
prime existing secured lenders by at least $1.585 billion, while
citing the precipitous decline in the value of their assets as a
primary basis for filing bankruptcy petitions.  Babson is a
prepetition term loan lender of the Debtors who holds at least
$71,646,128 in secured claims.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, contends that the alleged excess in size of the term
facility over the Debtors' projected liquidity needs suggests
that the size of the DIP Facilities, including the corresponding
roll-up, are simply a disguised effort to improve the positions
of the prepetition ABL Lenders and the backstop lenders by paying
off or rolling up a larger proportion of their prepetition debt
than they would otherwise have been eligible to do.

He also argues that the DIP Facilities impermissibly impair the
rights of the Prepetition Term Creditors that do not participate
in the New Money Term Facility, and whose liens in the
Prepetition Term Collateral would be pushed down the Debtors'
capital structure without adequate protection simply because they
declined to lend new money to the Debtors.

Babson, accordingly, asks the U.S. Bankruptcy Court for the
District of Delaware to deny the Debtors' postpetition financing
request.

Should the Court be inclined to grant certain of the Debtors'
request, Babson, at a minimum, urges the Court to require the
Debtors to substantiate their need for the amounts sought under
the DIP Facilities, but deny the Debtors authority to enter into
the Roll-Up Term Facility.  The Roll-Up Term Facility, Mr.
Lastowski says, benefits only the related lenders rather than the
Debtors' estates.

(2) J. Aron & Company

J. Aron & Company, a party to certain hedge agreements required
under the Debtors' prepetition term loan agreement, complains
that the proposed roll-up of the Prepetition Term Loan
obligations under the proposed DIP facility does not include a
full roll-up of the Debtor' secured hedging obligations to J.
Aron, pursuant to a certain intercreditor agreement.

William Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, asserts that the Debtors and the proposed DIP lenders
are seeking to violate the Intercreditor Agreement,
notwithstanding the express and unambiguous language in that
Agreement, by impermissibly subordinating J. Aron's secured
obligations, aggregating $61.4 million, to a fourth priority lien
position that is junior to the $500 million in new money term
loan DIP financing and up to $500 million of prepetition term
loan obligations that the Debtors are seeking to roll up into a
second priority lien position.

Mr. Bowden argues that the Debtors propose to violate J. Aron's
statutory rights, as a Section 507(b) administrative claim holder
entitled to full cash payment of its claim, by seeking an order
that will permit two-thirds of the holders of Section 507(b)
claims to bind all holders of those claims to different
treatment.

To the extent provisions in the proposed DIP Facility seeks to
impair J. Aron's rights as a Section 507(b) administrative
expense claim holder, J. Aron wants those provisions struck from
the Proposed Final DIP Order.

(3) TPG Partners V, L.P.

Representing TPG Partners V, L.P, a holder of substantially all
of the equity of Debtor Aleris International, Inc., Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnel LLP, in
Wilmington, Delaware, emphasizes that the Debtors' Intercreditor
Agreement requires the express consent of TPG before changes can
be made to the priority of liens securing TPG's hedging
obligations in relation to the liens securing the obligations of
other secured parties.

Mr. Abbot tells the Court that the proposed financing motion, in
its present form, which does not include TPG's express consent,
will compromise the security underlying TPG's secured claim of
approximately $26 million.

TPG, accordingly, asks the Court to deny the Debtors' request to
the extent it violates the Intercreditor Agreement.

As reported by the Troubled Company Reporter, the Court has
authorized the Debtors, on an interim basis, to:

  -- obtain or guaranty obligations in respect of postpetition
     financing and borrowings up to $1,075,000,000, with
     $150,000,000 available on an interim basis;

  -- grant superpriority claims, equal liens, and priority liens
     to the Debtors' postpetition lenders;

  -- roll up certain prepetition secured debt into postpetition
     secured debt; and

  -- enter into certain terms and conditions relating to
     Prepetition Credit Facility Amendments and pay the
     amendment fee.

                    About Aleris International

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

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

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


ALERIS INT'L: Hearing on DIP Financing Rescheduled to March 16
--------------------------------------------------------------
Aleris International, Inc. said the U.S. Bankruptcy Court for the
District of Delaware has authorized the company to pay and
continue to honor certain remaining employee benefits that had not
been previously approved.  It also granted final approval of the
company's first day motions for authority to pay certain vendor
claims and procedures for addressing utility issues.

In addition, to allow the Unsecured Creditors' Committee time to
complete its work in connection with the Company's debtor-in-
possession credit facility, the company has agreed to reschedule
the hearing on the DIP for March 16, 2009.

The $1.075 million DIP credit facility, which includes a new
$500 million term loan and a $575 million revolving credit
facility, will be used for the company's normal operating and
working capital requirements during its reorganization process.

The company previously received interim approval of the DIP
financing facility from the Court on February 13, 2008.

                    About Aleris International

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

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

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


ALERIS INT'L: Seeks Court Approval of Alvares & Marsal Engagement
-----------------------------------------------------------------
Aleris International, Inc., and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Alvarez & Marsal North America, LLC, as their restructuring
advisors, nunc pro tunc to the Petition Date.

The Debtors relate that they recognize A&M's wealth of experience
in providing advisory services in restructurings and
reorganizations.  The Debtors acknowledge that A&M enjoys an
excellent reputation for services it has rendered in large and
complex Chapter 11 cases on behalf of debtors and creditors
throughout the United States.

Jeffery J. Stegenga, the managing director of A&M, will be
leading the assignment of the Debtors' cases.  He has served in
the restructuring of Vertis Holding, Inc., SIRVA, Inc., Tower
Automotive, Meridian Automotive, The Babcock & Wilcox Company,
Hamischfeger Industries, Sleepmaster, Inc., and Federal Mogul
Corporation.

The Debtors also tell the Court that Mr. Stegenga and other A&M
employees, prior to the Petition Date, have devoted substantial
time and effort to support their financial department in managing
their liquidity resources, and in assisting them in their
contingency planning efforts and as well as helping them to
obtain a debtor-in-possession financing facility.  The Debtors
aver that A&M professional are invaluable to, and have played an
instrumental role in, their restructuring efforts.

As the Debtors' restructuring advisors, A&M will:

  (a) assist the Debtors in preparing financial-related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

  (b) assist the Debtors with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing;

  (c) assist the Debtors with the identification and
      implementation of short-term cash management procedures;

  (d) assist the Debtors with the identification of executory
      contracts and leases and performance of cost/benefit
      evaluations with respect to related assumption or
      rejection;

  (e) assist the Debtors' management team and counsel focus on
      the coordination of resources related to the ongoing
      reorganization effort;

  (f) assist the Debtors in preparing financial information for
      distribution to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability
      accounts, and analysis of proposed transactions for which
      Court approval is sought;

  (g) attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, the Official
      Committee of Unsecured Creditors, the United States
      Trustee, other parties-in-interest and professionals hired
      by the U.S. Trustee, as requested;

  (h) provide analysis of creditor claims, including assistance
      with development of databases to track the claims; and

  (j) provide general business consulting or other assistance as
      the Debtors' management or counsel may deem necessary that
      are consistent with the role of a restructuring advisor
      and which services are not duplicative of those provided
      by the Debtors' other professionals.

The Debtors will pay for A&M's services based on the firm's
customary hourly rates:

       Professional                 Hourly Rate
       ------------                 ------------
       Managing Directors           $625 to $850
       Directors                    $450 to $625
       Associates                   $300 to $450
       Analysts                     $225 to $300

The Debtors will also reimburse A&M for reasonable and necessary
expenses the firm incurred or will incur.

In an affidavit submitted to the Court, Mr. Stegenga asserted
that A&M does not hold any interest adverse to the Debtors'
estates and is a "disinterested person" as the term is defined by
Section 101(14) of the Bankruptcy Code.

Mr. Stegenga also disclosed that during the 90 days before the
Petition Date, A&M received about $3.6 million from the Debtors
for professional services performed and expenses incurred.  He
said A&M has received unapplied advance payments from the Debtors
in excess of prepetition billings, totaling $500,000.  The
Debtors and A&M have agreed that any portion of the advance
payments not used to pay for A&M's prepetition services and
expenses will be held and applied against the firm's final
postpetition billing and will not be placed in a separate
account.

The Debtors do not owe A&M amounts for prepetition fees and
expenses, Mr. Stegenga confirmed.

Mr. Stegenga reported that:

  -- certain A&M employees maintain relationships as advisors
     to, or interim officers of, Lehman Brothers Holdings Inc.
     and certain of its affiliates, as debtors and debtors in
     possession.  Lehman is a participant in the Debtors'
     secured lending facilities; and

  -- Alvarez & Marsal Canada ULC, an affiliate of Alvarez &
     Marsal North America, is currently engaged as chief
     restructuring officer of Burlington Technologies, Inc., who
     filed for protection under Canada's Companies Creditors'
     Arrangement Act.  One of the Debtors' non-debtor Canadian
     affiliates was a significant creditor of BTI at the time of
     CCAA filing.

Mr. Stegenga assured the Court that A&M will recuse itself in the
Lehman cases, as well as from directly assisting or advising BTI
with respect to the negotiation, settlement, remediation and
adjudication of any matters, claims or disputes between the
Debtors and BTI.  Alvarez & Marsal Europe LLP, an affiliate of
Alvarez & Marsal North America, will also continue to serve the
Debtors' non-debtor affiliates in Europe pursuant to the terms of
the Engagement Letter, he added, noting that the performance of
the support will be consistent with that provided to the Debtors.

A full-text copy of the Engagement Letter between Aleris and
Marsal Europe is available for free at:

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

The Court will hear the Debtors' request on March 25, 2009.
Objections must be filed no later than March 18, at 4:00 p.m.
Eastern Time.

                    About Aleris International

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

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

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


ALERIS INT'L: Seeks Sept. 10 Extension of Lease Decision Period
---------------------------------------------------------------
Aleris International Inc. and its affiliates are parties to
several unexpired non-residential real property leases.  Under
Section 365(d)(4) of the Bankruptcy Code, the Debtors have until
June 12, 2009, to decide whether to assume or reject those Leases.

Section 365(d)(4) provides that an unexpired non-residential real
property lease under which a debtor is the lessee will be deemed
rejected if the trustee does not assume or reject the unexpired
lease by the earlier of 120 days after the date the debtor filed
for bankruptcy, or the date of the entry of an order confirming
the Chapter 11 plan.  The Court though may extend the lease
decision period for 90 days on motion of the trustee or lessor
for cause.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to extend the period within which they must
decide to assume or reject, as lessors, their Unexpired Leases,
through and including September 10, 2009.

The Debtors say they need more time to decide on the Leases,
emphasizing that careful evaluation of those Leases is crucial to
the conduct of their businesses.  They also point out that the
determination of which facility to continue using is important to
a successful reorganization.  The Debtors add that they need
decide on the assumption or rejection of each Lease in the
context of a long-term business plan to formulate a
reorganization plan.

The Debtors assure the Court that they are current, and intend to
remain current, on all undisputed postpetition obligations under
the Leases so that their continued occupation of the leased
premises will not damage any lessor.

The Court is set to consider the Debtors' request on March 25,
2009.  Formal written objections are due no later than March 18.

                    About Aleris International

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

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

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


ALERIS INT'L: Utilities Balk at Adequate Assurance Proposal
-----------------------------------------------------------
Several companies providing utility services to Aleris
International Inc. and its debtor-affiliates filed objections to
the Debtors' request for authority to issue one or more letters of
credit or establish an escrow account, as adequate assurance of
payment to ensure continued service by Utilities:

  * American Electric Power
  * Allegheny Power
  * Carolina Power & Light Company dba Progress Energy Carolinas
  * Virginia Electric and Power Company dba Dominion Virginia
    Power
  * The East Ohio Gas Company, dba  Dominion East Ohio
  * Dominion Hope
  * The Cleveland Electric Illuminating Company
  * Commonwealth Edison Company
  * Alabama Power Company
  * Duke Energy Indiana, Inc.
  * Alabama Gas Corporation
  * South Jersey Gas Company
  * South Jersey Energy Co., Inc.
  * Constellation NewEnergy-Gas Division, LLC
  * Constellation NewEnergy Inc.
  * Atmos Energy Marketing, LLC

The Debtors have sought and obtained an interim order from the
U.S. Bankruptcy Court for the District of Delaware prohibiting the
Utility Companies from:

  -- altering, refusing or discontinuing Utility Services to the
     Debtors on account of any unpaid prepetition charges;

  -- discriminating against the Debtors; or

  -- requiring payment of a deposit or receipt or any other
     security for continued service as a result of the Debtors'
     bankruptcy filings or any outstanding prepetition invoices
     except as provided for the Debtors' proposed adequate
     assurance deposit.

The Debtors are concerned that Utility Company would refuse,
discontinue or alter services as a result of their bankruptcy
filing, thereby disrupting their business operations.

Section 366(c)(2) of the Bankruptcy Code provides that a Utility
Provider may discontinue its services if the debtor has not
furnished adequate assurance of payment within 30 days after the
Petition date.

Representing American Electric, et al., John D. Demmy, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, says the Utilities
are seeking adequate assurance of payment in the form of cash
deposits paid directly to them, as opposed to the Debtors'
proposed form of payment assurance.

Mr. Demmy further contends that the Debtors have failed to
identify (i) who would hold the escrow account, (ii) how the
Utilities would access the escrow account, or (iii) what would
happen to the amounts in the escrow account in the event the
Debtors default under their postpetition financing.

To provide adequate assurance of payment to Utility Companies
pursuant to Sections 366(b) and (c) of the Bankruptcy Code, the
Debtors have proposed either to issue one or more letters of
credit or deposit into a segregated account, an amount equal to
two weeks of utility services, unless a Utility Company agrees to
a lesser amount, and unless that Utility Company already holds a
letter of credit securing the Debtors' performance.

The Adequate Assurance Deposit or Utility Letter of Credit will
be maintained until the earlier of:

  (i) entry of an order authorizing the return of the Adequate
      Assurance Deposit to the Debtors or the cancellation of
      all outstanding Utility Letters of Credit; and

(ii) the effective date of a plan of reorganization for the
      Debtors.

Representing Alabama Power, Eric T. Ray, Esq., at Balch &
Bingham, in Birmingham, Alabama, asserts that the Utilities
Motion disregards the significant changes made by the Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005 to Section
366 of the Bankruptcy Code.  The Motion, he argues, contradicts
both the letter and intent of the new Section 366, citing the
improper shift of the burden to the utilities through the need
for an advance determination of whether or not the proposed
payment assurance is satisfactory, as opposed to the provision
where burden rests on the Debtors to timely deliver a payment
assurance satisfactory to the utility.  He points out that
Alabama Power will not have received payment, nor will it have
control over the escrow account.

Duke Energy, who seeks $97,040 as deposit for the Debtors' two
months' electricity usage, joins in the arguments of the
Utilities.

The Objectors, accordingly, ask the Court to deny the Utilities
Motion on grounds that it does not address their deposit
requests.

Alabama Gas Corporation, for its part, complains that the
proposed utility procedures are burdensome and do not satisfy
Section 366.

South Jersey Gas Company and South Jersey Energy Co., Inc.,
complain that the Debtors failed to give them adequate notice and
opportunity to respond.

Christopher P. Simon, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, relates to the Court that South Jersey only knew of the
Debtors' bankruptcy cases through a chance internet search for a
meeting request by the Debtors' officers to discuss the Debtors'
ongoing need for natural gas at their Clayton, New Jersey plant.
The Utilities Motion, Mr. Simon says, must be denied because it
does not meet the "notice and opportunity to be heard"
requirements of the Bankruptcy Code.

The South Jersey Objectors seek payment of at least $33,972 to
assure service to the Debtors.  On the other hand, South Jersey
Gas contends that it is not a utility as defined under Section
366, but a forward contract merchant, and therefore should not be
bound by the Utilities Motion.

Constellation NewEnergy-Gas Division, LLC, and Constellation
NewEnergy Inc., who are parties to a Master Gas Sale and
Transportation Contract under which Constellation physically and
financially settles natural gas transactions with the Debtors,
also contend that they are not subject to Section 366 being third
party natural gas sellers.

Atmos Energy Marketing, LLC, also tells the Court, in a separate
filing, that it is not a "utility" as contemplated under Section
366 and should not be bound by the Utilities Motion.

Constellation seeks to removed from the utility service list, or
in the alternative, ask the Court deny the Utilities Motion in so
far as it applies to CNEG and CNE.

                    About Aleris International

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

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

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


ALERIS INT'L: Won't Ship Aluminum Ingots to General Motors
----------------------------------------------------------
Aleris International, Inc., and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware,
pursuant to Section 365 of the Bankruptcy Code, to reject four
purchase contracts they entered into with General Motors
Corporation through Debtor Alchem Aluminum, Inc.

Three of the contracts call for Alchem to ship aluminum
sow/ingot, and the fourth contract requires Alchem to ship
silicon, to GM.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, the Debtors proposed co-counsel, notes that
with GM's public pronouncements about the current state of its
finances, the Debtors are very concerned about the extended terms
of the Contracts that will not be due until the second day of the
second month after a shipment is made.

The Debtors add that they have to purchase the silicon and other
raw materials and to incur refining costs to prepare the aluminum
sow/ingot required under the GM Contracts, in order to fulfill
their obligations under the Contracts.

                    About Aleris International

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

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

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

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

                           *     *     *

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

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

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

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


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
the 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.


ALLISON TRANSMISSION: S&P Cuts Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Allison Transmission Inc. to 'B' from
'B+'.  At the same time, S&P lowered its issue-level ratings on
the company's debt, reflecting the downgrade of the corporate
credit rating as well as revised recovery expectations.  The
outlook is negative.

"The downgrades reflect our concern about Allison's high leverage,
which S&P believes will increase during 2009 because of very weak
industry demand for commercial vehicles in the company's core
North American markets," said Standard & Poor's credit analyst
Gregg Lemos Stein.  The company provides automatic transmissions
for commercial, off-highway, and military vehicles.

Allison has maintained good margins amid the current downturn, and
S&P expects this to remain the case as recent cost-cutting actions
offset some of the effect of lower vehicle production in 2009.
Nevertheless, S&P believes the decline in revenues from industry
factors will translate into lower EBITDA and free operating cash
flow compared to those in 2008, reducing the company's wherewithal
to lower debt beyond its term loan amortization and 2008 cash
sweep requirements, unless it taps existing cash balances.

Allison recently forecast a 20% year-over-year industry decline
for on-highway commercial vehicle segments in North America in
2009 and a 40% decline in production of wheeled military vehicles.
However, S&P believes there is some risk of even larger declines
because of the ongoing weak economy and the tight credit markets,
which make financing of new truck purchases more difficult.  Net
orders for class 5 through 7 medium-duty trucks in North America
totaled 6,010 units in January and about 6,700 in February,
according to preliminary data from ACT Research Co.  By
comparison, net orders for these classes averaged more than 21,500
per month in the first two months of 2008 and about 12,500 per
month for all of last year.

S&P expects demand to remain very weak for commercial truck
manufacturers and suppliers for much, if not all, of 2009.  Demand
might improve late in the year ahead of a new engine-emissions
change that will make new engines more expensive beginning in
2010, but this improvement could be short-lived.  S&P also expects
wheeled military vehicle production to decline later in 2009
following the rapid ramp-up of production of armored vehicles for
use in Iraq, and production of lighter armored trucks to be used
in Afghanistan.

The ratings on Indianapolis-based Allison reflect the company's
highly leveraged financial risk profile, which more than offsets
the company's still good profitability and strong market shares as
the leading U.S. supplier of automatic transmissions for
commercial vehicles.  S&P considers Allison's business risk
profile to be weak, reflecting primarily the cyclicality of the
North American commercial vehicle supplier business.

Downward pressure on revenue, and accordingly cash flow rather
than profit margin, is the key near-term concern for Allison.
EBITDA margin remains very strong compared with those of other
rated commercial vehicle component suppliers and has declined only
moderately since the company separated from former parent General
Motors Corp. in August 2007.  S&P expects margins to decline only
slightly in the next few quarters, enabling the company to
continue generating free operating cash flow before debt payments.

Allison's highly leveraged balance sheet is the result of its
leveraged buyout from GM.  The company's pension liability is
negligible because GM retained all pension liabilities for retired
Allison workers and all accumulated service costs for existing
workers up to the closing of the sale.  However, Allison had
approximately $170 million in unfunded other postretirement
employee benefit liabilities as of Dec. 31, 2008.  This is partly
offset by a $128 million receivable from GM, although given the
financial problems facing GM, S&P does not reduce the OPEB
liability by the GM receivable amount.  S&P expects cash outlays
for Allison's OPEB liability to be modest because they will be
spread out over multiple years.

S&P expects leverage to rise above 9x, including S&P's
adjustments, by the end of 2009, based on S&P's projection of an
approximate 20% decline in EBITDA.  For the rating, S&P expects
the company to improve leverage in 2010 by reversing the downward
trend in EBITDA, leading to leverage of 7.5x or lower within the
next two years.

Liquidity is adequate and, in S&P's view, a relative strong point
for the financial risk analysis.  S&P expects free operating cash
flow to remain positive, but at lower levels than in 2008 because
of the year-over-year decline in commercial and military vehicle
production. Capital expenditures increased in the fourth quarter
of 2008, and S&P expects outlays to remain elevated in 2009 and
part of 2010 as the company builds a new manufacturing facility in
India to support international growth.

The outlook is negative.  The rating reflects S&P's expectation
for lower revenues and EBITDA in 2009 resulting from challenging
industry conditions.  S&P could downgrade the company if further
industry production declines or margin deterioration lead to
negative free cash flow in 2009, or if total liquidity including
cash and revolving credit availability declines below
$350 million.  According to S&P's projections, Allison's free
operating cash flow could turn negative if company revenues fall
more than 20% year over year and EBITDA margins decline by more
than 300 basis points.

S&P could revise the outlook to stable if Allison continues to
generate free operating cash flow and if cost-saving actions and
other measures enable total debt to EBITDA including S&P's
adjustments to decline below 7.5x.  In S&P's view, this is not
likely to occur until demand improves for commercial vehicles in
North America.  S&P consider prospects for an upgrade limited for
now because of Allison's high leverage, but S&P could take such an
action if EBITDA improves and the company reduces debt
permanently, leading to leverage of 6x or better including S&P's
adjustments.


ALTRA INDUSTRIAL: Moody's Affirms Ratings, Gives Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service has affirmed all of the ratings of Altra
Industrial Motion, Inc. and revised the rating outlook to negative
from stable.  The change in outlook reflects the risk that
deteriorating global economic conditions will result in a
meaningful reduction in Altra's earnings during 2009 and weaken
the existing credit profile.

The negative outlook incorporates the rapid deterioration of order
volumes witnessed across the majority of end-markets served by
Altra and the continued lack of visibility into future demand
prospects.  Moody's estimates that EBITDA could decline by 40% to
50% in 2009 which would likely result in leverage approaching
5.0x.  In Moody's view, Altra enters this cyclical downturn well
positioned in the rating category and capable of managing a short
term elevation in leverage driven by a decline in earnings.
However, the duration and severity of current economic conditions
remains uncertain and could lead to a ratings downgrade if
earnings stabilization does not occur over the next twelve months
or earnings deterioration is sharper than currently anticipated.

The ratings affirmation reflects Moody's view that Altra's record
performance in 2008, improved credit metrics and solid liquidity
profile position the company to maintain the B1 rating through
this cyclical downturn.  Moody's views the company's high cash
balances, revolver availability and positive cash flow as key
factors that mitigate the expected decline in earnings and overall
profitability.  However, a meaningful deterioration of Altra's
liquidity profile would likely exacerbate the negative ratings
sentinement driven by declining sales volumes, earnings
deterioration and increasing leverage.

These ratings were affirmed:

  -- Corporate Family Rating at B1;

  -- Probability of Default Rating at B1;

  -- Senior Secured Notes due 2011 at B1 (LGD assessment revised
     to LGD4/54% from LGD4/53%);

  -- Senior Unsecured Notes due 2013 at B3 (LGD6/94%); and

  -- Speculative Grade Liquidity Rating at SGL-2

The last rating action was on April 9, 2008 when the corporate
family rating was upgraded to B1 from B2.

Headquartered in Quincy, Massachusetts, Altra is a manufacturer of
mechanical power transmission products with net revenues of
approximately $635 million in fiscal 2008.


AMERICAN ACHIEVEMENT: Moody's Downgrades Default Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service lowered American Achievement Group
Holding Corp.'s probability of default rating to Caa3/LD and its
Senior PIK Note rating to C following the company's agreement to
exchange approximately $104 million of notes for an aggregate
purchase price of $24 million.  The probability of default rating
was lowered to Caa3/LD to reflect that, in Moody's view, this
transaction constituted a distressed exchange, which is an event
of default under Moody's definition of default.  In approximately
3 days, Moody's expects the remaining portion of the Senior PIK
notes to be rated Ca per the LGD framework and the LD (limited
default) will be removed from the PDR.

Moody's affirmed AAC's Caa2 corporate family given Moody's ongoing
view that debt impairment is likely.  Moody's lowered the AAC
Group Holdings senior discount notes to Caa3 (LGD-3, 49%) from
Caa2 (LGD-4, 59%) and affirmed American Achievement Corporation's
senior subordinated notes at B3 (LGD-2, 20%) and senior secured
bank debt at B1 (LGD-1, 3%, adjusted), based on changes to the
capital structure following the distressed exchange and per the
Loss Given Default methodology.  The rating outlook is stable.

These ratings were lowered:

American Achievement Group Holding Corp.

  -- Probability-of-default rating at to Caa3/LD from Caa2

  -- $102 million (current value) Senior PIK notes due 2012 to C
     from Caa3

AAC Group Holding Corp.

  -- $132 million (current value) Senior discount notes due 2012
     to Caa3 (LGD-3, 49%) from Caa2 (LGD-4, 59%)

These ratings were affirmed

American Achievement Holding Corp.

  -- Corporate Family Rating Caa2

American Achievement Corporation

  -- $150 million senior subordinated notes due 2012 to B3 (LGD-2,
     20%, adjusted)

American Achievement Corporation

-- $40 million senior secured revolving credit facility due
   2010 to B1 (LGD-1, 3%, adjusted)

  -- $70 million senior secured term loan due 2011 to B1 (LGD-1,
     3%, adjusted)

The rating outlook is stable.

AAC's Caa2 corporate rating continues to be driven by its still
very high leverage, inadequate coverage of interest expense, small
scale, narrow product focus on yearbooks and class rings, and some
regional concentration in the Southern U.S.  The rating also
incorporates concerns regarding liquidity given the revolver
maturity in 2010 and covenant compliance step downs.

Notwithstanding these risks, the rating is supported by AAC's
substantial market shares in each of its niche product segments,
its high customer retention rates, good operating margins, and its
highly efficient manufacturing footprint.  The rating is further
supported by AAC's large network of exclusive independent sales
representatives and its ability to meet the high requirements of
its customers under narrow production and delivery timeframes that
serves as a competitive advantage.  Moody's also note operational
improvements following some plant rationalization and capital
investment in new presses.

Importantly, Moody's recognizes the steps AAC has taken to de-
leverage, including the repurchase of the senior notes.  As a
consequence, leverage has been reduced to between 8 and 9 times
debt-to-EBITDA.  However, in Moody's view, ongoing debt reduction
will be difficult given the challenging economic environment and
the ongoing accretion of some of ACC's debt.

Moody's last rating action was on Dec. 10, 2008 when Moody's
lowered AAC's corporate family and probability of default rating
to Caa2 from B3 and changed the rating outlook to stable.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.  Revenues for the last 12 months ended November 29, 2008
were $311 million.


AMERICAN INT'L: Says Failure May Cripple Banks, Money Funds
-----------------------------------------------------------
American International Group Inc. tried to convince the U.S.
government for another bailout by telling regulators the company's
collapse could cripple money-market funds, force European banks to
raise capital, cause competing life insurers to fail and wipe out
the taxpayers' stake in the firm, Bloomberg News said.

AIG needed immediate help from the Federal Reserve and Treasury to
prevent a "catastrophic" collapse that would be worse for markets
than the demise last year of Lehman Brothers Holdings Inc., the
Bloomberg report added, citing a 21-page draft AIG presentation
dated Feb. 26, labeled as "strictly confidential" and circulated
among federal and state regulators.

"What happens to AIG has the potential to trigger a cascading set
of further failures which cannot be stopped except by
extraordinary means," said the presentation by AIG.  "Insurance is
the oxygen of the free enterprise system. Without the promise of
protection against life's adversities, the fundamentals of
capitalism are undermined."

According to Bloomberg, regulators recently revised AIG's bailout
to ease loan terms and extend $30 billion in fresh capital after
the firm posted a $61.7 billion fourth-quarter loss, the worst in
U.S. corporate history.  Lawmakers, the report adds, are reluctant
to give more support beyond the package already in place, worth
about $160 billion, because they say regulators haven't given
enough detail about how the funds are being used or when the
bailouts will end.

Meanwhile, The Wall Street Journal said that Goldman Sachs Group
Inc. and Deutsche Bank AG were among at least two dozen financial
institutions that were paid $50 billion from the bailout funds
received by AIG.  The Journal, citing a confidential document,
said that Goldman and Deutsche got about $6 billion each between
September and December.

                 About American International

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

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

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

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

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

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

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

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of
$62 billion for the fourth quarter and $99 billion for the full
year of 2008, along with a revised restructuring plan supported by
the US Treasury and the Federal Reserve.  This concludes a review
for possible downgrade that was initiated on September 15, 2008.


AMERICAN INTERNATIONAL: Sells 100,000 Shares for $500,000
---------------------------------------------------------
On March 4, 2009, American International Group, Inc., issued and
sold to the AIG Credit Facility Trust, a trust established for the
sole benefit of the United States Treasury, 100,000 shares of
AIG's Series C Perpetual, Convertible, Participating Preferred
Stock, par value $5.00 per share and an initial liquidation
preference of $5.00 per share, for an aggregate purchase price of
$500,000, with an understanding that additional and independently
sufficient consideration was also furnished to AIG by the Federal
Reserve Bank of New York in the form of its lending commitment
under the Credit Agreement, dated as of September 22, 2008,
between AIG and the FRBNY.  The issuance and sale of the Series C
Preferred Stock was exempt from registration under the Securities
Act of 1933 pursuant to Section 4(2) of the Securities Act of
1933.

The holders of the Series C Preferred Stock have preferential
liquidation rights over the holders of AIG's common stock, par
value $2.50 per share, and, to the extent permitted by law, vote
with AIG's common stock on all matters submitted to AIG's
shareholders.  The holders of the Series C Preferred Stock have
approximately 77.9 percent of the aggregate voting power of AIG's
common stock and are entitled to approximately 77.9 percent of all
dividends paid on AIG's common stock, in each case treating the
Series C Preferred Stock as if converted.  The Series C Preferred
Stock will remain outstanding even if the Credit Facility is
repaid in full or otherwise terminates.  The Series C Perpetual,
Convertible, Participating Preferred Stock Purchase Agreement,
dated as of March 1, 2009, between AIG and the Trust restricts
AIG's ability to issue or grant capital stock without the consent
of the Trust, with certain limited exclusions.

As a result of the Transaction, a change in control of AIG has
occurred. Pursuant to the Purchase Agreement, AIG and AIG's Board
of Directors are obligated to work in good faith with the Trust to
ensure corporate governance arrangements satisfactory to the
Trust.

On March 4, 2009, AIG filed the Certificate of Designations of the
Series C Preferred Stock with the Secretary of State of the State
of Delaware.

                 U.S. Government Provides Support
                For Continued Restructuring of AIG

On March 2, 2009, AIG disclosed a broad set of actions, taken in
cooperation with the U.S. Department of the Treasury and the
Federal Reserve, to improve AIG's capital structure, protect and
enhance the value of its key businesses, and position these
franchises for the future as more independently run, transparent
companies.

These actions will reduce the debt AIG owes the government,
strengthen AIG's capital base, and allow AIG time to execute its
plan and benefit from future improvements in market and industry
conditions.  AIG's liquidity needs have been stabilized since last
November.  Now, AIG has access to additional financial backstops
should conditions change that will facilitate certain types of
structured divestiture or recapitalization activities for AIG
subsidiaries. The key actions are:

   * Improved terms of existing U.S. Treasury preferred
     investment: The terms of the U.S. Treasury's preferred stock
     investment in AIG will be modified to make these preferred
     securities more closely resemble common equity and improve
     AIG's financial leverage.

   * New standby equity capital facility: The U.S. Treasury will
     provide AIG with a new five-year equity capital facility,
     which will allow AIG to raise up to $30 billion of capital
     by issuing non-cumulative preferred stock to the U.S.
     Treasury from time to time as needed.

   * Repayment of the FRBNY credit facility: AIG will transfer to
     the Federal Reserve Bank of New York preferred interests in
     American Life Insurance Company and American International
     Assurance Company, Ltd., in return for a reduction in the
     outstanding balance of up to $26 billion of the FRBNY senior
     secured credit facility.  AIG also expects to transfer to
     the FRBNY securitization notes of up to $8.5 billion
     representing embedded value of certain of its U.S. life
     insurance businesses in return for a further reduction in
     its outstanding FRBNY credit facility balance.
     Securitization is a capital management strategy and will not
     affect the day-to-day operations, sales activities, or
     customers of these businesses.

   * Reduced cost of FRBNY credit facility: The FRBNY will remove
     the LIBOR floor on the senior secured credit facility.  This
     will save AIG an estimated $1 billion in interest costs per
     year, based on the current level of LIBOR and the current
     facility balance.

   * Maintain availability of FRBNY credit facility: AIG will
     continue to have access to the FRBNY credit facility.
     Following the repayment of the outstanding amount on the
     facility with the preferred interests and securitization
     notes, the total amount available to AIG under the facility
     will remain at least $25 billion.

"AIG is executing one of the most extensive corporate
restructuring programs in history at a time when the global
economy and capital markets are in turmoil," said Edward M. Liddy,
Chairman and Chief Executive Officer, AIG.  "While we have made
meaningful progress, we have concluded, along with Treasury and
the Federal Reserve, that additional tools are needed to enable
success.  The measures announced today provide the necessary U.S.
government support for a plan to establish separate capital
structures, including outside ownership, for certain AIG
companies.

"AIG's underlying businesses remain strong, well-capitalized, and
competitive.  Moreover, policy holders, regulators, agents and
business partners around the globe can be confident that policies
written by any AIG company are sound," Mr. Liddy said.

The U.S. Treasury and the Federal Reserve stated in a press
release that: "Orderly restructuring is essential to AIG's
repayment of the support it has received from U.S. taxpayers and
to preserving financial stability.  The U.S. Government is
committed to continuing to work with AIG to maintain its ability
to meet its obligations as they come due."

Since September 2008, when the Federal Reserve first extended
emergency assistance to AIG and Mr. Liddy was appointed CEO, AIG
has made progress in its restructuring by: reducing the excessive
risk from exposure to certain financial products, derivatives
trading activities, and securities lending; rationalizing AIG's
cost structure; selling easily separable assets; and stabilizing
the company's liquidity.

However, global economic conditions have continued to deteriorate
significantly, posing challenges to AIG's ability to divest assets
at acceptable values.  "The very same global forces that we face
have greatly diminished the ability of qualified buyers to raise
the capital necessary to buy AIG's businesses right now," said
Paula Rosput Reynolds, AIG Vice Chairman and Head of
Restructuring.

"As a result, AIG is redirecting the divestiture process away from
relying solely on immediate sales for cash and will use a greater
variety of tools to maximize the value of the individual
businesses.  The U.S. Treasury, the Federal Reserve, and AIG have
taken actions that will allow AIG to achieve a complete
restructuring over the next several years through a process that
protects policyholders, continues to reduce risk, and produces
strong, focused franchises that can operate as independent
entities," Ms. Reynolds said.

AIG is working closely with the management of each of its major
operating businesses to establish the appropriate governance and
capital structures for those businesses.  Certain businesses that
are already positioned for sale will continue on this track; some
will be held for later divestiture; and some businesses, such as
AIA and ALICO, will continue to review their divestiture options,
which ultimately may include a public offering of shares,
depending on market conditions.

AIG intends to contribute the equity of AIA and ALICO into special
purpose vehicles in exchange for preferred and common interests in
the SPVs.  This will enable the FRBNY to receive preferred
interests in repayment of a portion of the FRBNY facility.  The
amount of the preferred interests will be a percentage of the fair
market value of AIA and ALICO based on valuations acceptable to
the FRBNY.  AIG will continue to hold the common interests in the
SPVs.  These transactions will reduce AIG's debt and interest
carrying costs, while allowing AIG to continue to benefit from its
ongoing common interests in the SPVs.

"Given the importance of AIA and ALICO to repaying our obligation
to the U.S. government, we think this structure is the optimal
solution to maintain the value of these businesses and best
position them to enhance their franchises," Mr. Liddy said.

In addition, to protect and enhance the value of AIG's global
property and casualty subsidiaries for all stakeholders, AIG
intends to form a General Insurance holding company, including its
Commercial Insurance Group, Foreign General unit, and other
property and casualty operations, to be called AIU Holdings, Inc.,
with a board of directors, management team, and brand distinct
from AIG.  The establishment of AIU Holdings, Inc., will assist
AIG in preparing for the potential sale of a minority stake in the
business, which ultimately may include a public offering of
shares, depending on market conditions.

AIG also announced that it is considering combining its domestic
life and retirement businesses to enhance market competitiveness.
With combined assets of $246.8 billion, 17 million customers, and
nearly 300,000 licensed financial professionals, the combined
companies would be operating from a position of significant
strength and business diversification.  "The ultimate success of
our restructuring plan centers on ensuring that the unique
businesses that make up AIG can thrive on their own.  While this
process may take up to several years to complete, we will
ultimately create stronger, sounder businesses worthy of investor,
customer, and regulatory confidence.  We greatly appreciate the
continued cooperation and support of our customers, business
partners, the U.S. government and regulators around the world,"
Mr. Liddy said.

Blackstone Advisory Services is acting as financial advisor to
AIG.

Restructuring Package -- Additional Details:

   * Improved terms of existing preferred investment: Increasing
     the equity content of the Treasury's preferred stake and
     reducing the annual cost of servicing dividends by more than
     $4 billion per year.

     -- Existing Series D to be exchanged for Series E preferred.

     -- Dividends on Series E preferred payable quarterly in cash
        at a rate of 10% per year, on a non-cumulative basis,
        only if declared by AIG.

     -- Right to elect two directors/20% of the Board of
        Directors upon non-payment of dividends for four dividend
        periods.

     -- Replacement capital covenant and statement of intent.

   * New equity capital commitment: Up to $30 billion equity
     capital commitment from the U.S. government.

     -- New Series F non-voting preferred to be issued as needed
        by AIG.

     -- Capital commitment facility has 5-year term.

     -- Terms of Series F substantially similar to new Series E
        non-voting preferred.

   * Repayment of FRBNY credit facility with subsidiary preferred
     interests and securitization notes: Allow AIG to tap the
     value of certain life insurance units, including AIA, ALICO,
     and certain of its U.S. life insurance companies, to repay a
     portion of the outstanding balance on the FRB credit
     facility.

     -- AIG will contribute the equity of each of ALICO and AIA
        to SPVs in exchange for preferred and common interests in
        the SPVs.  The FRBNY will then accept preferred interests
        in the SPVs in repayment of a portion of the outstanding
        balances.  AIG will retain the common interests in the
        SPVs, and will consolidate these entities for accounting
        purposes.

     -- Certain of AIG's U.S. life insurance businesses will
        create SPVs that will issue embedded value securitization
        notes to the FRBNY in repayment of a portion of the
        outstanding balance under the FRBNY credit facility.
        These notes will be backed by net cash flows from the
        designated blocks of existing life insurance policies
        held by these companies.

     -- Specific amounts and terms for the subsidiary preferred
        interests and the securitization notes to be accepted in
        repayment will be determined between AIG and the FRBNY.

   * Reduced cost of current FRBNY credit facility: Interest rate
     on the FRBNY credit facility, which is three-month LIBOR
     plus 300 basis points, will be modified by removing the
     existing floor of 3.5% on the LIBOR rate.

   * Maintain current FRBNY credit facility: Continued access to
     the FRBNY credit facility of at least $25 billion following
     the repayment of the outstanding amount on the facility with
     the preferred interests and securitization notes.

                   About American International

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

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

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

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

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

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

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

The Troubled Company Reporter reported on March 4, 2009, that
Moody's Investors Service confirmed the A3 senior unsecured debt
and Prime-1 short-term debt ratings of American International
Group, Inc.  AIG's subordinated debt rating has been downgraded to
Ba2 from Baa1.  The rating outlook for AIG is negative.  This
rating action follows AIG's announcement of net losses of
$62 billion for the fourth quarter and $99 billion for the full
year of 2008, along with a revised restructuring plan supported by
the US Treasury and the Federal Reserve.  This concludes a review
for possible downgrade that was initiated on September 15, 2008.


ARTISTDIRECT INC: Issues Convertible Note to Frederick Field
------------------------------------------------------------
On March 3, 2009, ARTISTdirect Inc. issued a convertible note to
Frederick W. Field, a director of the Company.  The Note is in the
principal amount of $200,000 with the principal amount and accrued
interest at the rate of 5% per annum automatically convertible
into shares of the Company's Common Stock at a price of $0.03 per
share at such time as the Company has sufficient authorized
shares.

The issuance of the Note was exempt from registration under the
Securities Act of 1933, pursuant of Section 4(2) of that Act as a
transaction not involving a public offering.  The Note contains a
restricted legend.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

                          *      *     *

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.3 million and total liabilities of $48.3 million, resulting
in a stockholders' deficit of $39.0 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $9.2 million compared with net loss of $183,000 for the
same period in the previous year.  For nine months ended
Sept. 30, 2008, the company posted net loss of $43.9 million
compared with net loss of $134,000 for the same period in the
previous year.

At Sept. 30, 2008, the company had a working capital deficiency of
$41.0 million, because of the classification of senior secured
notes payable and subordinated convertible notes payable as
current liabilities, the accrual of default interest on the
subordinated convertible notes payable of $5.5 million, and
liquidated damages payable under registration rights agreements of
$1.9 million at the date.


ASPEN EXECUTIVE: Implements Terms of Liquidation Plan
-----------------------------------------------------
Aspen Executive Air LLC has implemented its Chapter 11 plan about
two months after the U.S. Bankruptcy Court for the District of
Delaware confirmed its Chapter 11 plan on January 9.

The Plan, which was declared effective March 6, provides for an
estimated 37% recovery for unsecured creditors with $2 million in
claims, Bloomberg's Bill Rochelle said.

According to Bloomberg, the assets of Aspen Executive were sold
early last year to an insider named John P. Calamos, who was to
invest in Pinnacle Air LLC, become Pinnacle's controlling
shareholder, and have Pinnacle buy Aspen's assets.

Based in Basalt, Colorado, Aspen Executive Air, L.L.C., aka AEXJet
-- http://www.aexjet.com/-- was a private jet travel company.
The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. D. Del. Case No. 07-11341). Laura Davis Jones, Esq., Bruce
Grohsgal, Esq., and Curtis A. Hehn, Esq., at Pachulski Stang Ziehl
& Jones LLP, represent the Debtor.  The Debtors have selected
Administar Services Group LLC as claims, noticing and balloting
agent. Donald J. Bowman, Jr., Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection form its creditors, it listed assets between $1 million
and $100 million.  The Debtor's list of 20 largest unsecured
creditors showed claims of more than $20 million.


ATHOL MANUFACTURING: Butner NC Property Auction on April 8
----------------------------------------------------------
Tranzon, Metroline has disclosed that Athol Manufacturing Corp.'s
facility on 3 parcels consisting of two industrial buildings and
vacant land on approximately 21.1 acres located at 100 22nd and
106 20th Street, Butner, North Carolina, will be offered for sale
an at auction to be held on April 8, 2009, at 11:00 a.m., at 100
22nd Street, Butner, North Carolina.

Parcel 1 contains approximately 12.77 acres of industrial zoned
land and one building totaling approximately 206,828 square feet.
Parcel 2 contains approximately 8.33 acres and one building
totaling approximately 42,274 square feet.  Parcel 3 is vacant
land that is zoned for industrial use.

Headquartered in Butner, North Carolina, Athol Manufacturing Corp.
is a manufacturer/exporter of vinyl coated fabrics.  The company
filed for Chapter 11 relief on November 8, 2006 (Bankr. N.D. Ohio
Case No. 06-33228).  Debtor-affiliates SAI Holdings Ltd. (Bankr.
N.D. Ohio Case No. 06-33227) and Sandusky, Ltd. (Bankr. N.D. Ohio
Case No. 06-33229) filed separate petitions for Chapter 11
protection on the same day.  Cases were jointly administed under
Case No. 06-33227.  The Court confirmed the Debtors' plan on
November 8, 2007.

For more information, please contact Joe Jackson at (704) 979-3333
Ext 202.


ATLANTIC RADIO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Atlantic Radio Telephone, Inc.
        2495 N.W. 35th Avenue
        Miami, FL 33142

Bankruptcy Case No.: 09-13896

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Michael D. Seese, Esq.
                  201 S. Biscayne Blvd 17th Fl
                  Miami, FL 33131
                  Tel: (305) 379-9000
                  Email: mseese@kpkb.com

Estimated Assets: $500,001 to $1,000,000

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

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

            http://bankrupt.com/misc/flsb09-13896.pdf

The petition was signed by Conrad J. Webber, Director of the
company.


AUTOBACS STRAUSS: Lists $50.2-Mil. in Assets, $63.1-Mil. in Debts
-----------------------------------------------------------------
Autobacs Strauss Inc., doing business as Strauss Discount Auto,
filed its schedules of assets and debt showing property with a
value of $50.2 million against liabilities of $63.1 million,
including only $1.2 million in secured claims, Bloomberg's Bill
Rochelle said.  He notes that in its Chapter 11 petition, the
company listed assets of $75 million against debt totaling some
$72 million.

Strauss Discount Auto is closing 12 of its 86 stores.

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


BANK OF AMERICA: Top Merrill Banker Subpoenaed for Bonuses
----------------------------------------------------------
New York State Attorney General Andrew Cuomo has subpoenaed
Andrea Orcel, Merrill Lynch's top investment banker, in connection
with the bonuses paid by the company promptly before it was bought
by Bank of America Corp., Bloomberg News said.

Merrill Lynch has been under fire for paying $3.6 billion in
bonuses to 700 employees just before the merger, despite net
losses of $27 billion for the company in 2008.

Mr. Orcel reported $33.8 million in compensation for 2008.

"Nobody can get paid $34 million in this environment," said
Charles Geisst, author of "Wall Street: A History" and a finance
professor at Manhattan College in New York.  "We are at a crucial
juncture, where that sort of thing goes out the window."

                       About Bank of America

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

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

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


BANK OF NT: Fitch Raises Support Rating Floor from 'BB-'
--------------------------------------------------------
Fitch Ratings downgrades the Bank of N.T. Butterfield & Son
Limited's long-term Issuer Default Rating to 'A-' from 'A' and
assigns a Stable Rating Outlook.  Fitch also revises BNTB's
support ratings to '1' from '3' and raises the Support Floor to
'A-' from 'BB-'.

On March 6, 2009, the Bermudian government announced its
commitment to guarantee the principal and dividend payments for
BNTB's anticipated capital raise of $200 million in preferred
stock.  Additionally, the government has committed to purchase any
unsold shares outstanding at June 30, 2009.  These government
actions allow BNTB to tap the guaranteed market given that the
capital markets for unguaranteed preferred remain effectively
closed.  Fitch rates Bermuda's sovereign ratings: long-term
foreign currency IDR 'AA+'; long-term local currency IDR 'AAA'.
In exchange for the government's committed guarantee, BNTB will
issue the Bermudian Government 10-year warrants to purchase
four million shares, or some 4% of issued shares, at an exercise
price of $7.01 and pay a guarantee fee of 1% per annum.

Given the steps taken by the Bermudian government to preserve the
financial stability of its largest local institution and sustain
confidence of its banking sector, Fitch has upgraded BNTB's
Support rating to '1' from '3'.  A Support rating of '1' denotes a
bank for which there is an extremely high probability of external
support.  The potential provider of support is very highly rated
in its own right and is clearly demonstrating its willingness to
provide support to BNTB.

Fitch's downgrade of BNTB's IDR brings the rating to its support
floor of 'A-'.  During 4Q'08, BNTB announced a sizeable other-
than-temporary impairment charge of $121.2 million due mainly to
the volatility in market prices for U.S. mortgage backed
securities in its held to maturity investment portfolio.  While
this is an accounting charge and does not impact cash, it
adversely pressures capital and earnings.  In addition, BNTB has
an unrealized loss of $161.7 million against other HTM investments
related to U.S. MBS holdings.  Under HTM accounting, this has not
impacted capital or earnings, although it could in the future if
determined by OTTI.  Subsequently, BNTB announced the $200 million
equity offering discussed above and reduced its common dividend by
75%, which will save approximately $47 million annually.

Fitch takes various actions on BNTB's ratings:

  -- Long-term IDR downgraded to 'A-' from 'A';
  -- Subordinated debt downgraded to 'BBB+' from 'A-';
  -- Individual rating downgraded to 'C' from 'B';
  -- Support rating upgraded to '1' from '3';
  -- Support Floor revised to 'A-' from 'BB-'

Fitch affirms this rating with a Stable Outlook:

  -- Short-term IDR at 'F1'.


BERNARD L. MADOFF: Expected to Plea Guilty Today in Fraud Suit
--------------------------------------------------------------
Bernard L. Madoff, who has been accused of running a $50 billion
Ponzi scheme, is to plead guilty today to securities fraud,
perjury and other crimes, knowing that he could face up to 150
years in prison for one of the largest frauds in history, The
Associated Press reports.  According to the report, the revelation
came as prosecutors unveiled an 11-count charging document against
Mr. Madoff, and as his lawyer, Ira Sorkin, told a judge that Mr.
Madoff planned to plead guilty this week without a plea deal.

Bloomberg had earlier reported that Mr. Madoff may be nearing a
guilty plea after federal prosecutors filed a notice that they
intend to bring new criminal charges against the New York money
manager.  According to Bloomberg's Elizabeth Amon, Assistant U.S.
Attorney Marc Litt filed a one-page document in Manhattan federal
court on March 6 indicating the government will file an
"information," or charging document, after Mr. Madoff agrees to
waive a grand jury indictment.  The report says that defendants
who agree to plead guilty to an information often first waive
indictment.

Hearings on whether Mr. Sorkin, whose father invested with
Mr. Madoff, has a conflict of interest in the case have begun.
Prosecutors have said that Mr. Sorkin invested $18,860 with his
client in the early 1990s.

Meanwhile, Annette Bongiorno, an aide to Mr. Madoff, told
employees to create trading tickets that are now believed to be
false, The Wall Street Journal reported, citing information the
employees gave to government investigators.  Bloomberg News
previously reported, citing a former co-worker of Ms. Bongiorno,
reported that the Madoff aide also recruited investors from the
neighborhood in Queens, New York, where she grew up next door to
Mr. Madoff's future finance chief, Frank DiPascali.

Separately, Ruth Madoff, the wife of Mr. Madoff, plans to hire her
own attorney in two civil actions filed against her, Bloomberg
News reported, citing a lawyer at the firm that represents the
couple.  The Madoffs have been represented by Mr. Sorkin and Dan
Horwitz at Dickstein Shapiro LLP in New York.  Mr. Horwitz said in
an interview earlier this week that Ms. Madoff will hire her own
lawyer.  Ms. Madoff hasn't been charged, but there have been
questions whether some of her assets may have been linked to the
fraud.

                     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.


BERNARD L. MADOFF: Used London Unit in Alleged Fraud, Says Gov't
----------------------------------------------------------------
Tom Lauricella, Cassell Bryan-Low, and Jeanne Whalen at The Wall
Street Journal report that the U.S. government alleged that
Bernard Madoff used his London operation, Madoff Securities
International Ltd., to launder client money.

Citing authorities, WSJ relates that Mr. Madoff carried out the
alleged fraud by transferring client money to Madoff Securities
from his investment-advisory business in New York, and then back
to the U.S. to support the U.S. trading operation of Bernard L.
Madoff Investment Securities LLC.  According to WSJ, the
authorities claimed that starting as early as 2002, Mr. Madoff
"caused more than $250 million" of advisory client money to be
directed through wire transfers to accounts held by the London
operation.  The authorities, says WSJ, alleged that Mr. Madoff
also used the money for his personal benefit and for family
members and associates.  The government said that the transactions
gave the appearance that Mr. Madoff was trading in Europe for his
clients, a claim he often made when questioned about his stock
trading, WSJ states.

WSJ notes that Madoff Securities had been a little-known outpost
of his New York trading group for years.  WSJ relates that Madoff
Securities started operations in 1983 as a separate legal entity
from Mr. Madoff's U.S. operation.  It was located in a townhouse
in the tony Mayfair district, which is home to offices of many
private banks and asset managers, according to WSJ.  The London
operation's directors and shareholders included family members and
associates of Mr. Madoff, the report states, citing the
government.

According to public documents, little trading appeared to be
taking place in Madoff Securities until the end of the 1990s.  WSJ
relates that Mr. Madoff then started to add staff, hire traders,
and expand the operation.  Public documents say that Mr. Madoff
lent the business $62.5 million in November 2000.  In 2002, Mr.
Madoff added a camera in the firm's London office so he could
watch from his office computer whether the workers in the London
office were taking long lunches, WSJ relates, citing former Madoff
technology worker Nader Ibrahim.  According to WSJ, former workers
said that a dozen traders or so were on the first floor of the
townhouse before Mr. Madoff's alleged scheme collapsed last year.

WSJ states that nonfamily members with shares in Madoff Securities
include:

     -- Maurice J. Cohn -- who, along with Mr. Madoff, was a
        shareholder in Cohmad Securities, which played a role in
        directing investors to Mr. Madoff's advisory business;
        and

     -- Paul Konigsberg, a New York City accountant and a friend
        of the Madoffs who audited the Madoff Family Foundation
        tax returns.  Charles Stillman, Mr. Konigsberg's lawyer,
        said that his client received the nonvoting shares when
        he did work for the London operation 25 years ago when it
        was first opening, didn't have any "meaningful business
        role" in the London operation, and didn't receive
        dividends or compensation.

According to WSJ, Madoff Securities' directors include:

     -- Mr. Madoff;
     -- Mr. Madoff's son, Mark;
     -- Mr. Madoff's son, Andrew;
     -- Peter Madoff; and
     -- five others.

WSJ quoted Martin Flumenbaum, an attorney representing Mark and
Andrew Madoff, as saying, "Mark and Andrew Madoff were not
involved in the financial operations of Madoff Securities
International, which was a legitimate proprietary trading
business.  They were outside directors with de minimis ownership
interests.  They had no knowledge that their father committed any
fraud, including allegedly laundering fraudulently obtained funds
through the London entity."

WSJ says that the directors received in 1998 payments totaling
GBP688,570, while the operation reported profits of about
GBP1.03 million.  WSJ notes that in 2007, the directors received
payments of GBP1.09 million, with the highest-paid director
getting GBP301,437.

WSJ reports that Madoff Securities' primary business was trading
stocks using its own capital.  Citing a former Madoff Securities
employee, WSJ states that the amounts managed by each trader were
relatively modest, in the tens of millions of dollars.  The
traders said that there was only minimal contact with the U.S.
trading operation, according to the report.

No one in Mr. Madoff's family or associates has been charged with
wrongdoing, and there is no allegation that people involved in the
London operation were aware of any illicit dealings, WSJ relates.

According to WSJ, authorities in the U.K. said that they are
looking for evidence of money laundering involving Madoff
Securities, as they seek to build a case against Mr. Madoff.

                     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.


BOSTON SCIENTIFIC: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------------
Moody's revised Boston Scientific Corporation's rating outlook to
stable from negative and changed its Speculative Grade Liquidity
Rating to SGL-2 from SGL-3.  At the same time, the company's
Corporate Family Rating was affirmed at Ba1. In addition, its
senior unsecured note and senior shelf ratings were upgraded to
Ba1 from Ba2 in accordance with Moody's Loss Given Default
methodology because of changes to the company's capital structure.

The outlook change reflects: (1) improved covenant cushions
provided by recent amendments to its bank facility; (2) generally
steady market share for key DES and CRM products; and (3) ongoing
debt repayment and cost-savings initiatives.

"Boston Scientific has demonstrated solid financial discipline,
highlighted by a focus on debt repayment and cost-cutting
measures," commented Diana Lee, a Senior Credit Officer at
Moody's.

The company has been able to retain market share in the DES arena
while re-building its CRM presence with new product launches.

"Combined with relieving potential liquidity constraints through
an amended bank facility, steady positioning in these key markets
helps support a stable outlook," said Ms. Lee.

A more stable fundamental business profile and improved
flexibility under its bank facility are key factors supporting the
company's Speculative Grade Liquidity Rating of SGL-2.  While
litigation remains a long-term concern, over the next 12 months,
the company should be able to fund payouts including its Advanced
Bionics milestone payment and J&J litigation settlement with
internal sources of cash.

The Ba1 CFR reflects relatively high leverage despite debt
reduction as well as uncertainty associated with outstanding
litigation.  Going forward, further resolution of litigation
matters as well as the company's plans for longer term growth and
a sustainable capital structure will be important in determining
future credit quality.

The US senior unsecured notes held at Boston Scientific
Corporation are structurally subordinated to the (unrated) non-US
term bank debt held at the foreign subsidiary.  However, since a
significant portion of this term debt has been repaid, under
Moody's LGD methodology, the senior unsecured notes are now
notched at the CFR level.

Ratings changed:

Boston Scientific Corporation:

  -- Speculative Grade Liquidity rating to SGL-2 from SGL-3
  -- Senior unsecured notes to Ba1, LGD4, 62% from Ba2, LGD5, 75%
  -- Senior shelf to (P)Ba1 from (P)Ba2

Ratings affirmed with a stable outlook:

  -- Boston Scientific Corporation:
  -- Ba1 Corporate Family Rating
  -- Ba1 PDR
  -- (P)Ba2 Subordinated shelf
  -- (P)Ba2 Preferred stock shelf

The last rating action on Boston Scientific was taken on July 24,
2007, when Moody's downgraded the company's senior unsecured debt
rating to Ba2 from Baa3 and assigned a Ba1 Corporate Family Rating
with a negative outlook.

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices, specializing in a broad range of
interventional and cardiac rhythm management devices.


BOWNETREE LLC: Sends Plan for Voting; Ballots Due March 24
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved on March 5, 2009, Bownetree LLC's Fourth Amended
Disclosure Statement, dated as of March 4, 2009, with respect to
the Debtor's Plan of Reorganization, as containing "adequate
information" pursuant to Sec. 1125 of the Bankruptcy Code.

Ballots soliciting acceptances of the Plan, together with a copy
of the Plan, may now be sent to holders of impaired classes of
claims against interests in the Debtor.

All Ballots must be received by the Debtor's attorneys on or
before 4:00 p.m. New York City Time on March 24, 2009, to be
counted.

The Court initially set the confirmation hearing for March 31,
2009, at 10:00 a.m.  Objections to confirmation of the Plan, if
any, must be filed with the Court and served served so as to be
received by: (i) the Office of the U.S. Trustee, 271 Cadman Plaza
East, Room 4529, Brooklyn, NY 11201, Attn. Jacqueline Frome, Esq.;
and (ii) Law offices of Stephen B. Kass, Esq., on or before 4:00
p.m. (New York, Eastern Standard Time) on March 24, 2009.

                     Classification of Claims

The Plan divides the various claims and interests into four
classes:

  Class        Description                 Treatment

    1      Kennedy Funding, Inc.           Unimpaired
           Secured, 1st Mortgage Claim

    2      36-20 Bowne, LLC                Impaired
           Secured, 2nd Mortgage

    3      General Unsecured Claims        Impaired

    4      Equity Interests                Impaired

Classes 2, 3 and 4 are impaired, and, thus, entitled to vote to
accept or reject the Plan.

General Unsecured claims will be paid 15% of their respective
claims from the proceeds of the sale of the Debtor's properties.
The exact percentage is estimated to be between 10 to 20% and will
be based on the balance of the $300,000 amount 36-20 Bowne has
agreed to pay, less Debtor's administrative expenses.

Equity holders have undertaken to fund the administrative
expenses.  Equity interests will not receive any property under
the Plan as after confirmation, the company will liquidate.

Kennedy Fund, Inc.'s 1st Mortgage Claim will be paid in full from
the proceeds of the sale of the Debtor's real estate properties,
unless the real property is sold to 36-20 Bowne, LLC, the 2nd
mortgage holder, in which case the sale will be contingent upon
the terms of the agreement between Kennedy and 36-20 Bowne
regarding the terms of the assumption, by 36-20 Bowne, of
Kennedy's first mortgage lien on the real property or (2) the
entry of an order approving the sale.

Pursuant to the Plan, 36-20 Bowne will purchase all of the
Debtor's real estate for the purchase price equal to (a) the
Debtor's outstanding indebtedness to 36-20 Bowne as of the Closing
Date, (b) the assumption of the Debtor's outstanding indebtedness
to Kennedy Funding, (c) at least fifteen (15%) of all costs and
expenses owed by the Debtor to unsecured creditors, and (d) all
bankruptcy related legal fees and administrative costs of the
Seller, provided that the aggregate amount under subsections (c)
and (d) do not exceed $300,000.

                      "Cramdown" Provisions

At the confirmation hearing, the Debtor will invoke the "cramdown"
provisions under Sec. 1129(b) of the Bankruptcy Code which
provides that notwithstanding the failure of an impaired class to
accept a plan of reorganization, a plan may still be confirmed, so
long as the plan does not "discriminate unfairly" and is "fair and
equitable" with respect to each class of claims or interests that
is impaired under and has not accepted the plan.

A full-text copy of Bownetree, LLC's Fourth Amended Disclousure
Statement, dated as of March 4, 2009, in respect of the Debtor's
Plan of Reorganization, is available at:

      http://bankrupt.com/misc/BownetreeLLC.4thAmendedDS.pdf

Headquartered in New York City, Bownetree LLC is engaged in the
business of real estate development, sales, and construction.  The
company filed for Chapter 11 protection on Sept. 4, 2008 (Bankr.
E.D. N.Y. 08-45854).  The Debtor's schedules showed assets of
$17,301,277 and liabilities of $10,940,615.  Alina N.
Solodchikova, Esq. and Stephen B. Kass, Esq., at the Law Offices
of Stephen B. Kass, in New York City, represent the Debtor as
counsel.


BUILDING MATERIALS: Posts $104 Million Net Loss in Q4 2008
----------------------------------------------------------
Building Materials Holding Corporation on Tuesday announced
preliminary financial results for the fourth quarter and fiscal
year 2008.  Sales for the fourth quarter of 2008 decreased 42% to
$233 million from $403 million in the same quarter a year ago. For
the year, sales decreased 39% to $1.3 billion from
$2.2 billion for 2007.

Net loss for the fourth quarter of 2008 was approximately
$104 million or $4 per share compared to a net loss of
$331 million or $11 per share for the same quarter a year ago.
For the year, net loss was approximately $215 million or $7 per
share compared to a net loss of $313 million or $11 per share for
2007.

Loss from continuing operations for 2008 was approximately
$193 million compared to $266 million for 2007. Operating results
for continuing operations in the fourth quarter included roughly
$41 million for the impairments of certain customer relationships
and covenants not to compete, goodwill, certain property and
equipment held for sale and certain leasehold improvements and
approximately $13 million of non-recurring expenses to close and
consolidate underperforming business units.

Already under contraction, the company noted, single-family
housing starts declined further in the fourth quarter as home
foreclosures increased, lending standards tightened and rising
unemployment sapped consumer confidence.  The company also noted
that, according to the U.S. Census Bureau, in November 2008
single-family starts in the company's markets fell to an
annualized rate of 141,000.  For the United States as a whole,
recent data on single-family starts reflected a decline to a
seasonally-adjusted annual rate of 347,000 in January of 2009 and
suggests this year will be more challenging than 2008.  By
contrast, single-family housing starts for the United States
averaged 1.1 million per year since 1990, excluding the boom years
of 2003 through 2006.

BMHC has implemented significant changes to its operations during
2008 to mitigate the impact of this downturn, including closure of
42 and consolidation of 15 business units deemed as
underperforming; centralization of administrative functions
including information systems, accounts payable, payroll and human
resources to its existing administrative support center; and
employee headcount reductions of 42% in operations and 12% in
administration.

"The significant and ongoing correction in the homebuilding
industry as well as costs associated with closing underperforming
business units have continued to negatively affect our operating
performance," stated Robert E. Mellor, Chairman and Chief
Executive Officer.  "As a result, we continue to assess the
performance of our business units and relentlessly drive
improvements in cost efficiencies.  We also continue to believe
that our employees' efforts to maintain our preferred supplier
status with customers, as well as our longstanding strong
relationships with our vendors, will allow us to weather this
unprecedented downturn in demand for the basic necessity of
housing.

BMHC will issue a press release announcing the date for reporting
full results for the fourth quarter and fiscal year 2008 once the
date is finalized.

Building Materials Holding Corporation (BLGM) --
http://www.bmhc.com/-- is one of the largest providers of
building materials and residential construction services in the
United States.  The company serves the homebuilding industry
through two recognized brands: as BMC West, the company
distributes building materials and manufacture building components
for professional builders and contractors in the western and
southern states; as SelectBuild, it provides construction services
to high-volume production homebuilders in key markets across the
country.


BUILDING MATERIALS: Wins Waiver From Lenders on Potential Default
-----------------------------------------------------------------
Building Materials Holding Corporation obtained a temporary waiver
of certain conditions to borrowing under its credit agreement,
which allows the company to borrow up to $20 million, through
April 15, 2009, while it works to finalize a permanent amendment
to the credit agreement.

BMHC requested the temporary waiver from its lenders following a
preliminary evaluation of financial information for the month
ended February 28, 2009, during which it determined that it may be
out of compliance with the financial covenant contained in the
company's credit agreement relating to minimum earnings before
interest, taxes, depreciation and amortization.

The Company is negotiating with its lenders an amendment to the
credit agreement to better reflect current and anticipated market
conditions.  While there is no assurance that these negotiations
will result in an amendment acceptable to the Company and the
lenders, BMHC currently expects that it will reach agreement with
its lenders on the amendment in a timely manner and that its
business operations will not be affected.

As of February 28, 2009, there were no outstanding borrowings on
the revolver and the outstanding balance on the term note was
$320 million.

"We remain focused on our goal of realigning our business to fit
the current environment. While we met the financial covenants for
our credit agreement at the end of the fourth quarter, we believe
the agreement will need to be amended to better reflect current
and anticipated market conditions," Robert E. Mellor, Chairman and
Chief Executive Officer, said.

Building Materials Holding Corporation (BLGM) --
http://www.bmhc.com/-- is one of the largest providers of
building materials and residential construction services in the
United States.  The company serves the homebuilding industry
through two recognized brands: as BMC West, the company
distributes building materials and manufacture building components
for professional builders and contractors in the western and
southern states; as SelectBuild, it provides construction services
to high-volume production homebuilders in key markets across the
country.


CABLEVISION SYSTEMS: Discloses Results of Cash Tender Offers
------------------------------------------------------------
On March 2, Cablevision Systems Corporation (NYSE: CVC) and its
subsidiary, CSC Holdings, Inc., disclosed the results to date of
their cash tender offers commenced February 13 for these
outstanding debt securities:

   Issuer                Title of Security          CUSIP Nos.
   ------                -----------------          ----------
   Cablevision Systems   Floating Rate Senior Notes (CUSIP Nos. -
   Corporation           due April 1, 2009           12686CAU3,
                                                     12686CAT6)

   CSC Holdings, Inc.    8.125% Senior Notes        (CUSIP Nos. -
                         due July 15, 2009           126304AM6)

   CSC Holdings, Inc.    8.125% Senior Debentures   (CUSIP Nos. -
                         due August 15, 2009         126304AD6)

The Early Tender Premium Deadline for the cash tender offers was
11:59 p.m., New York Time, on Friday, February 27, 2009, with
holders of approximately $196.3 million aggregate principal amount
of the April notes, $448.8 million aggregate principal amount of
the July notes and $306.7 million aggregate principal amount of
the August notes having validly tendered their notes. This
represents approximately 39.3%, 89.8% and 76.7% of the outstanding
principal amount of the April notes, July notes and August notes,
respectively.  In accordance with the terms of the tender offers,
notes that are tendered after the Early Tender Premium Deadline
may not be withdrawn.

Cablevision will accept for payment all of the April notes that
were validly tendered by the Early Tender Premium Deadline.
Cablevision will pay $1,002.50 for each $1,000 principal amount of
April notes tendered, which includes an early tender premium of
$2.50 per $1,000 principal amount of notes.

CSC Holdings will accept for payment all of the July and August
notes that were validly tendered and not withdrawn by the Early
Tender Premium Deadline.  CSC Holdings will pay $1,022.84 for each
$1,000 principal amount of July notes tendered, which includes an
early tender premium of $22.84 per $1,000 principal amount of
notes, and $1,027.63 for each $1,000 principal amount of August
notes tendered, which includes an early tender premium of $27.63
for each $1,000 principal amount of notes.

Subject to the satisfaction of the conditions to the tender
offers, the early settlement date for notes validly tendered was
March 2, 2009.

The tender offers are scheduled to expire at 11:59 p.m., New York
City time, on Friday, March 13, 2009, unless extended or earlier
terminated.  Holders of April notes who validly tender their April
notes after the Early Tender Premium Deadline but at or prior to
the expiration of the applicable tender offer will be entitled to
receive $997.50 per $1,000 principal amount tendered and accepted
for purchase.  Holders of July notes or August notes who validly
tender their July notes or August notes, as the case may be, after
the Early Tender Premium Deadline but at or prior to the
expiration of the applicable tender offer, will be entitled to
receive $1,000 per $1,000 principal amount tendered and accepted
for purchase.  Cablevision and CSC Holdings will make payment for
notes that are validly tendered after the Early Tender Premium
Deadline but at or prior to the expiration of the applicable
tender offer promptly after its acceptance of those notes for
payment.

Payments for notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of notes to, but excluding, the
applicable settlement date.  All notes purchased in the tender
offers will be retired upon consummation of the tender offers.
Cablevision and CSC Holdings have retained J.P.Morgan to serve as
dealer manager for the tender offers.  The Bank of New York Mellon
has been retained to serve as the depositary and MacKenzie
Partners has been retained to serve as information agent.

                  About Cablevision Systems Corp.

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

As of December 31, 2008, the company's balance sheet showed total
assets of $9,383,208,000 and total liabilities of $14,745,455,000,
resulting in total stockholders' deficit of $5,362,247,000.

                          *     *     *

As reported by the Troubled Company Reporter on February 11, 2009,
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '3' recovery ratings to CSC Holdings Inc.'s
proposed $500 million senior notes due 2019.  The '3' recovery
rating indicates the expectation for meaningful (50%-70%) recovery
of principal in the event of payment default.  At the same time,
S&P placed the 'BB+' rating on $650 million of senior secured debt
of majority-owned Newsday LLC on CreditWatch with negative
implications. The 'BB' corporate credit rating on parent
Cablevision Systems Corp. remains unchanged.  Bethpage, New York-
based Cablevision is a major cable operator in the New York
metropolitan area.


CANADIAN SUPERIOR ENERGY: NYSE Halt Trading; Status Quo at TSX
--------------------------------------------------------------
Canadian Superior Energy Inc. confirms that NYSE Alternext US LLC
has halted trading in its common shares on March 5, 2009.

The NYSE Alternext US has advised the company, in a letter dated
March 6, 2009, that the Exchange intends to file a delisting
application with the Securities and Exchange Commission due to
determinations by the Exchange staff that the company has
continuing listing deficiencies.  Specifically, the events that
led to the company filing for protection under the Companies'
Creditors Arrangement Act (Canada) on March 5, 2009, have resulted
in the determination that the company is not in compliance with
the Exchange's listing requirements.  The company has the right to
appeal this determination.  The company's shares continue to trade
on the TSX Exchange at this time.

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

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


CANADIAN TRUST: Restructuring Legal Costs Reach $200 Million
------------------------------------------------------------
According to FP Legal Post, lawyers and advisors have charged an
additional C$70 million for the asset-backed commercial paper
restructuring in Canada, to bring the total costs of the
restructuring to "around the $200-million mark."

The costs, Legal Post relates, far surpasses the $150-million in
fees earned in the insolvency of steelmaker Stelco Inc., formerly
Canada's most expensive restructuring.

Legal Post notes that as of March 6, 2009, the implementation
trust accounts set up to manage the conversion of the toxic paper
into long-term notes -- which has been completed -- had $1.09-
billion left in them as of February 6, the date of the last
monitor's report.

As reported by the TRCR on February 2, 2009, The Bank of New York
Mellon, through its subsidiary BNY Trust Company of Canada, has
been appointed trustee, paying agent and registrar for the C$32
billion restructuring of Canada's non-bank sponsored asset-backed
commercial paper market.  The complex restructuring, which
involves issuing new long-term notes to investors in exchange for
their short-term paper, was developed by a group of major banks
and investors with the backing of the Canadian government.

In its role, the Bank will service the debt issues and process
principal and interest payments for investors.  The Bank will also
serve as collateral agent and accounting agent on three separate
pools of assets, in which the company will monitor collateral,
prepare financial statements and assist with reporting
requirements.

                      About Canadian Trust

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act. The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CARR MARITIME: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Carr Maritime Company, Inc.
        14357 Van Luven Pl
        Anacortes, WA 98221

Bankruptcy Case No.: 09-12098

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Mary Jo Heston, Esq.
                  Lane Powell PC
                  1420 5th Ave. Ste 4100
                  Seattle, WA 98101
                  Tel: (206) 223-7000
                  Email: hestonm@lanepowell.com

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

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

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

            http://bankrupt.com/misc/wawb09-12098.pdf

The petition was signed by Steven W. Carr, President of the
company.


CB RICHARD: S&P Downgrades Counterparty Credit Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on CB Richard Ellis Services Inc., including the long-term
counterparty and senior secured credit ratings, to 'BB' from
'BB+'.

S&P also assigned a recovery rating of '3' to CBRE's senior
secured obligations, reflecting S&P's expectation that lenders
would realize meaningful (50% to 70%) recovery of principal in the
event of a payment default.  The outlook is negative.

"The downgrade reflects the weakening of CBRE's debt service
capacity given the mounting cyclical downturn in the global
commercial real estate markets," said Standard & Poor's credit
analyst Rian Pressman.

Debt service, as measured by EBITDA coverage of interest expense,
deteriorated in 2008, indicating the sensitivity of the company's
financial performance and debt service to the volume of highly
cyclical CRE sales and leasing transactions.  Similarly, leverage,
as measured by debt to EBITDA, increased.

CBRE is the main operating subsidiary of CB Richard Ellis Group
Inc. (not rated), which leads the CRE sales and services industry
with revenue of more than $5 billion in 2008.


CELL THERAPEUTICS: Has Until April 6 to Comply NASDAQ Standards
---------------------------------------------------------------
Cell Therapeutics Inc. disclosed in a regulatory filing that on
March 6, 2009, the Company was notified by The NASDAQ Stock Market
LLC that the NASDAQ Listing Qualifications Panel had determined to
continue the listing of the Company's common stock on The NASDAQ
Capital Market, notwithstanding the Company's prior non-compliance
with the shareholder approval and listing of additional shares
requirements set forth in Marketplace Rules 4350(i) and
4310(c)(17), which were remedied prior to receipt of the notice of
non-compliance from NASDAQ.  Notwithstanding the Panel's decision
to continue the Company's listing on The NASDAQ Capital Market,
the Panel issued a public reprimand to the Company for its non-
compliance with those requirements.

On March 6, 2009, the Company was notified by NASDAQ that the
NASDAQ Listing Qualifications Panel had determined to continue the
listing of the Company's common stock on The NASDAQ Capital
Market, subject to the condition that, on or before April 6, 2009,
the Company demonstrate compliance with all applicable standards
for continued listing on The NASDAQ Capital Market, including the
$35 million market value of listed securities requirement or one
of its alternatives.

                      About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
Company has substantial monetary liabilities in excess of monetary
assets as of Dec. 31, 2007, including approximately $19.8 million
of convertible subordinated notes and senior subordinated notes
which mature in June 2008.

The Troubled Company Reporter reported on Nov. 26, 2008, Cell
Therapeutics' balance sheet as of Sept. 30, 2008, showed total
assets of $93,746,000 and total liabilities of $218,723,000,
resulting in total shareholders' deficit of $133,380,000.

For the three months ended September 30, 2008, the Company posted
a net loss of $45,589,000 on revenues of $2,600,000, compared with
a net loss of $48,471,000 on revenues of $20,000 for the same
period a year earlier.


CELL THERAPEUTICS: Reduces Workforce After JV Sale to Spectrum
--------------------------------------------------------------
The Troubled Company Reporter reported on February 26, 2009, that
Cell Therapeutics, Inc., exercised its option to sell its 50%
ownership interest in the 50/50 owned joint venture with Spectrum
Pharmaceuticals, Inc., to commercialize and develop Zevalin(R) in
the United States to Spectrum for $18 million, as may be adjusted
for amounts owed between the Company and the joint venture as of
the closing, pursuant to the term of the operating agreement for
the joint venture, dated December 15, 2008.  The Company and
Spectrum established the joint venture, RIT Oncology, LLC, in
December 2008, pursuant to the Purchase and Formation Agreement
dated November 26, 2008, at which time the Company contributed all
of the Zevalin related assets to the joint venture and sold to
Spectrum a 50% membership interest in the joint venture for
$15 million, plus certain milestone payments.

On March 2, 2009, the Company received from Spectrum $6.5 million
of the Purchase Price, less certain fees and expenses.  The
reminder of the Purchase Price is due to be paid within 90 days of
closing pursuant to the LLC Agreement.

On March 6, 2009, the Company announced an immediate reduction in
force of 20 employees in connection with the sale of its 50%
ownership interest in RIT to Spectrum.  An additional 14 employees
will be reduced following the termination of services to RIT.
These positions are directly and indirectly involved in the sales
and marketing, and medical affairs and other operations of
Zevalin.

Estimated costs to be recorded for severance-related expenses
resulting from the reduction in work force will be within a range
of $125,000 to $190,000 for the first 20 employees subject to the
immediate reduction in force, and estimated costs to be recorded
for severance-related expense resulting from the reduction in
force will be within a range of $125,000 to $290,000 for the
remaining 14 employees to be subsequently terminate.  These
estimated costs will be paid within 30 days of the termination of
the relevant employees.  Such costs are associated with the
severance benefits to be provided by the Company to each
terminated employee.

                      About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
Company has substantial monetary liabilities in excess of monetary
assets as of Dec. 31, 2007, including approximately $19.8 million
of convertible subordinated notes and senior subordinated notes
which mature in June 2008.

The Troubled Company Reporter reported on Nov. 26, 2008, Cell
Therapeutics' balance sheet as of Sept. 30, 2008, showed total
assets of $93,746,000 and total liabilities of $218,723,000,
resulting in total shareholders' deficit of $133,380,000.

For the three months ended September 30, 2008, the Company posted
a net loss of $45,589,000 on revenues of $2,600,000, compared with
a net loss of $48,471,000 on revenues of $20,000 for the same
period a year earlier.


CEMEX SAB: S&P Downgrades Global Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Cemex S.A.B de C.V. and its key operating subsidiaries
(Cemex Espana S.A., Cemex Mexico S.A. de C.V., and Cemex Inc.),
including lowering the long-term global scale corporate credit
ratings on Cemex and Cemex Mexico to 'B-' from 'BB+'.

The ratings remain on CreditWatch, where they were placed with
negative implications on Jan. 21, 2009.

S&P also lowered the long-term Mexican national scale corporate
credit ratings on the companies, to 'mxBB' and 'mxB' from 'mxAA-'
and 'mxA-1'.

At the same time, S&P lowered its rating on Cemex's fixed-to-
floating callable perpetual debentures to 'CCC' from 'BB'.

"The rating action followed the announcement yesterday that the
issuer has indefinitely postponed its previously announced capital
markets debt financing," said Standard & Poor's credit analyst
Juan Pablo Becerra.  "It also reflects our concerns about timely
refinancing of its bank loan maturities in 2009."

Standard & Poor's estimates that Cemex needs to meet a cash flow
shortfall this year of about $1.8 billion to $2.0 billion, net of
estimated free cash flow.

The company announced that it has initiated discussions with its
core banks to renegotiate the majority of its outstanding debt.
However, S&P remain concerned that depressed asset prices and the
near-freeze in global credit markets may hamper refinancing
efforts and asset sales, causing access to resources to take
longer or be lower than S&P originally expected.

The company is continuing in its effort to cover its 2009
maturities shortfall, and S&P expects that it will be able to
refinance or extend these debt maturities.  Nonetheless, terms and
conditions are now much more uncertain.

As a result of these developments, S&P also believes that the risk
of payment deferral on the company's perpetual notes has increased
significantly; this is reflected in the widening of the gap
between the perpetual debentures and the corporate and senior
unsecured rating.  Under S&P's criteria, payment deferral on the
perpetual notes would lead us to adjust the rating on the notes to
'C'.

To resolve the CreditWatch, S&P intends to follow any further
developments in Cemex's progress in refinancing its maturities due
in 2009 and 2010.  It is likely that S&P will lower the rating if
the company is unable to accomplish an asset sale or a refinancing
in the next few months as it has announced.


CHEMTURA CORP: Amends Compensation Schedule for Non-Insiders
------------------------------------------------------------
On March 5, 2009, the Board of Directors of Chemtura Corporation
amended the compensation schedule for non-employee members of the
Board of Directors, previously adopted on October 28, 2009.

The annual stock grant of restricted stock units, of a value at
grant of $90,000, provided as part of the compensation schedule
for non-employee directors, to be settled upon each director's
retirement from the Board of Directors, be and the same hereby is
ended as of December 31, 2008, and, effective January 1, 2009, is
replaced with a cash disbursement in the same amount of $90,000,
to be distributed in equal quarterly installments, the timing of
such payments being commensurate with quarterly distributions of
annual retainer and meeting fees made under the previously adopted
compensation schedule.

Effective March 5, 2009, the Organization, Compensation and
Governance Committee of the Board of Directors of Chemtura
Corporation approved the adoption of the 2009 Chemtura Corporation
Management Incentive Program.  The 2009 MIP will provide a bonus
payout in 2010 based upon Chemtura Corporation's financial
performance during the 2009 fiscal year.  The 2009 MIP provides
for payments based on achieving certain financial goals.  The 2009
MIP also provides for a threshold level of performance below which
no MIP award will be paid.  Participation in the 2009 MIP is
limited to various key management personnel.

On March 5, 2009, Stephen C. Forsyth was appointed a director of
Chemtura Corporation. Mr. Forsyth will serve as a director until
the Annual Meeting of Stockholders in 2009.  Mr. Forsyth, age 53,
has served as Executive Vice President and Chief Financial Officer
of Chemtura Corporation since April 2007.

On March 5, 2009, Roger Headrick was appointed lead director of
Chemtura Corporation and will serve as lead director until the
Annual Meeting of Stockholders in 2009.

On March 6, 2009, Nigel D.T. Andrews was appointed to serve as a
member of the Audit Committee of the Board of Directors of
Chemtura Corporation, effective February 27, 2009, and will serve
in such capacity until the Annual Meeting of Stockholders in 2009.

Effective as of February 25, 2009, C.A. (Lance) Piccolo resigned
from his position as a member of the Board of Directors of the
Company.  Mr. Piccolo did not resign from the Board of Directors
as a result of a disagreement with the Company on any matter
relating to the company's operations, policies or practices.  Mr.
Piccolo served on the Audit Committee and Organization,
Compensation and Governance Committee of the Board of Directors

Effective as of February 27, 2009, Robert A. Fox resigned from his
position as a member of the Board of Directors of the Company.
Mr. Fox did not resign from the Board of Directors as a result of
a disagreement with the Company on any matter relating to the
company's operations, policies or practices.  Mr. Fox served on
the Audit Committee and served as Chairman of the Environmental,
Health & Safety Committee of the Board of Directors.

On December 17, 2008, the Board of Directors of Chemtura
Corporation determined that, pursuant to Article II, Section 2.1
of the By-Laws of Chemtura Corporation, the 2009 Annual Meeting of
Stockholders will be held at 11:15 a.m. (Eastern Daylight Time),
Wednesday, May 13, 2009.  On March 5, 2009, the Board of Directors
of Chemtura Corporation determined that:

   (a) the Annual Meeting of Stockholders of the Corporation for
       the year 2009 be held at Doral Arrowwood, 975 Anderson
       Hill Road, Rye Brook, New York, and

   (b) that the close of business on Tuesday, March 31, 2009, be
       the date of record for determination of stockholders
       having the right to vote at the Annual Meeting of
       Stockholders on May 13, 2009.

                       About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

                           *     *     *

As reported by the Troubled Company Reporter on January 21, 2009,
Bloomberg News had said Chemtura Corp., and industry peers Ineos
Group Holdings, Georgia Gulf Corp. are crashing on a mountain of
takeover debt and may follow Lyondell Chemical Co. into
bankruptcy, based on the trading in their bonds.  As to Ineos,
Georgia Gulf and Chemtura, Bloomberg said the combination of $11.7
billion in debt, frozen credit markets and the global recession
are forcing the companies to negotiate with creditors to loosen
terms of their loans.  A glut in supplies that drove prices of
polypropylene down by half since October will make it even harder
for plastics makers to meet debt payments, just as manufacturers
in the Middle East add millions of tons of new supplies.

The TCR said February 9 that Moody's Investors Service lowered
Chemtura's Corporate Family Rating to B3 from B2, its PDR to Caa1
from B2 and lowered the company's outstanding debt ratings to B3.
The ratings of Chemtura remain under review for possible
downgrade.  Despite the recent signing of $150 million three year
U.S. accounts receivable facility, Moody's remain concerned over
Chemtura's tight liquidity as evidenced by the maturity of the
waiver on the revolving credit facility on March 30, 2009 and
upcoming $370 million debt maturity due in early July 2009.

The TCR said February 17 that Standard & Poor's Ratings Services
revised its ratings on Chemtura's senior unsecured notes following
an update to S&P's recovery analysis which incorporates the
company's $150 million reduction in its revolving credit facility
in January 2009 and following the company's Feb. 4, 2009, press
release regarding the subsidiary guarantee status for each of its
three senior unsecured note issuances.  Standard & Poor's affirmed
its 'CCC' (same as the corporate credit rating) issue-level rating
on Chemtura's 6.875% senior notes due 2016.  The recovery rating
on this issue was revised to '3' from '4', indicating S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.


CIRCUIT CITY: Bankruptcy to Be Examined By Congress Panel Today
---------------------------------------------------------------
American Bankruptcy Institute Reports that the House Judiciary
Subcommittee on Commercial and Administrative Law will be holding
a hearing today at 2 p.m. ET titled, "Circuit City Unplugged: Why
Did Chapter 11 Fail to Save 34,000 Jobs?"

According to Bankruptcy Law360, as Congress looks for answers
regarding the death of Circuit City and others, some bankruptcy
experts are laying blame at the feet of the Bankruptcy Abuse
Prevention & Consumer Protection Act of 2005 for why the
electronics giant was unable to survive Chapter 11.

As reported by the Troubled Company Reporter, in January 2009, the
U.S. Bankruptcy Court for the Eastern District of Virginia
authorized the Debtors to conduct going out of business sales at
their remaining 567 stores pursuant to an agency agreement between
the Debtors and a joint venture, as agent.  The Agency Agreement
provides that the Agent will pay occupancy expenses for the
Closing Locations, including base rent, utilities, common area
maintenance, real estate and use taxes, merchant's association
dues and expenses, and building insurance due under the Leases on
a per diem basis while the GOB Sales are conducted.

According to Bloomberg, the Bankruptcy Court approved the hiring
of Liquid Asset Partners LLC as agent to sell the furniture,
fixtures, and equipment in the stores.  The agent will receive a
3% fee.  The Agent had indicated that it planned to complete the
GOB Sales for certain of the Closing Locations by February 16,
2009, and the remaining Closing Locations at various dates
throughout March, but in all cases by no later than March 31,
2009.

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

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

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Court's approval to pursue going-out-of-business
sales, and sell its store leases.

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


CITADEL BROADCASTING: Likely Pact Breach Cues S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Las Vegas, Nevada-based Citadel
Broadcasting Corp. to 'CCC+' from 'B+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on Citadel's
senior secured credit facilities to 'CCC+', which is at the same
level as the corporate credit rating, from 'B+'.  In addition, S&P
revised the recovery rating on this debt to '4', indicating S&P's
expectation of average (30%-50%) recovery in a payment default,
from '3'.

"The ratings downgrade reflects our concern that Citadel could
violate its 8.5x leverage covenant as early as first-quarter 2009,
due to the deepening recession and deterioration in radio
advertising demand," said Standard & Poor's credit analyst Michael
Altberg.  "The downgrade also incorporates our view that Citadel
may not be able to absorb a potentially significant increase in
interest rates, which could accompany an amendment in the current
credit environment," he continued.  Under S&P's baseline scenario,
S&P expects that the company could report a revenue decline in the
midteens for fourth-quarter 2008, and that first-quarter 2009
could see revenue declines in the 20%-25% range.

The negative outlook reflects S&P's expectation that Citadel could
violate financial covenants in the first half of 2009, and could
face challenges to absorb a potential increase in interest rates
that S&P believes would accompany an amendment in the current
credit environment.  S&P could lower ratings if the company cannot
obtain a credit amendment, or if S&P become convinced that
potential increases in interest rates would cause EBITDA interest
coverage to drop below 1x.  Conversely, an outlook revision to
positive would require the company to obtain an amendment that
would accommodate meaningful EBITDA declines in 2009, which S&P
feel could be in the 30%-40% range, and at interest rates that
would not fully consume the company's discretionary cash flow.


DELPHI CORP: Court Issues Bench Ruling on OPEB Dispute
------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York issued an opinion giving reasons why he ruled
in favor of Delphi Corp. in February when he favored Delphi's
contentions that it was entitled to terminate "OPEB", or welfare
plans, including health and insurance plans for salaried retirees.

Noting that 15,000 present and former employees of Delphi would be
affected, "many of whom would clearly be affected in very dire
ways," Judge Drain said in a 23-page modified bench ruling that
"[Delphi's] interpretation of Section 1114 of the Bankruptcy Code
is the correct one, and that, if, in fact, the debtors have the
unilateral right to modify a health or welfare plan, that
modifiable plan is the plan that is to be maintained under Section
1114(e), with the debtors' pre-bankruptcy rights not being
abrogated by the requirements of Section 1114."

Delphi and its affiliates take the position that notwithstanding
that the subject matter of these plans involves reimbursing or
providing for the reimbursement of "payments for retired employees
and their spouses and dependants, for medical, surgical or
hospital care benefits, or benefits in the event of sickness,
accident, disability or death," that their request need not, and
in fact should not, be governed by Section 1114 of the Bankruptcy
Code.

Approximately 1,600 individuals objected to Delphi's contentions,
asserting that:

   (i) Delphi must go through the process set forth in Section
       1114 -- which provides that either:

       (a) the retirees have consented to proposed modifications
           or

       (b) the debtor has met the requirements, including
           submission of a proposal to employees, a finding that
           the modifications are necessary for reorganization, and
           treat all affected parties fairly, and

   (ii) the Debtors do not have the right to modify these benefits
        unilaterally under applicable non-bankruptcy law.

According to a report by Bloomberg's Bill Rochelle, Judge Drain
said he agreed with scholarly commentators who interpret an
ambiguous provision in bankruptcy law to mean that workers without
vested benefits may have them canceled by a bankrupt company
without going through the cumbersome mechanism required for ending
collective-bargaining agreements.

The report added that Judge Drain, looking at the facts, aid
Delphi had "very clearly made the showing that they have the right
to modify the plans at will."

Judge Drain was scheduled to hold a hearing on March 11 to listen
to evidence showing that some of the retirees have vested
healthcare benefits.  Otherwise, Judge Drain's ruling, according
to Mr. Rochelle, refuted and disagreed with a lengthy legal brief
the retirees' lawyer filed late last week explaining their view of
the law.

So as to provide adequately representation for the salaried
retirees, the Court has ordered the appointment of a committee of
retirees to represent them in Delphi's Chapter 11 case.  Judge
Drain provided the committee a budget of $200,000.

A copy of Judge Drain's Revised Bench Ruling is available for free
at http://bankrupt.com/misc/Delphi_OPEBruling.pdf

                           *     *     *

Pursuant to the deadline agreed upon with lenders under its $4.35
billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan on April
23.

                        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)


EL PASO CHILE: Second Amended Plan Confirmed on February 24
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
confirmed on Feb. 24, 2009, the reorganization plan, as twice
amended, filed by El Paso Chile Co., Inc., and Desert Pepper
Tading Co.

The Debtor is authorized to immediately execute any and all
documents or instruments and to take any and all actions necessary
or appropriate to implement the Plan.

On the Plan's effective date, all assets of the Debtor will be
transferred to and be vested in the Debtor, free and clear of any
liens, security interests, encumbrances, claims or interest.  The
Debtor will also be discharged and forever released from any debt
that arose prior to this order and from any debt of a kind
specified in Sec. 502(g) of the Bankruptcy Code.

Based in El Paso, Texas, El Paso Chile Company Inc. --
http://www.elpasochile.com/-- is a salsa, chile and margarita mix
distributor.  Dessert Pepper Trading Company specializes in the
grocery side of the business.  El Paso Chile and Desert Pepper
Trading filed for Chapter 11 protection on June 25, 2008 (Bankr.
W.D. Tex. Lead Case No. 08-30949).  Bernard R. Given, II, Esq., at
Beck & Given, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed assets of $1 million to $100 million, and
debts of $1 million to $100 million.


ECLIPSE AVIATION: Fuji Widens Loss Estimate on Ch. 7 Liquidation
----------------------------------------------------------------
Fuji Heavy Industries Ltd., said that in light of recent
developments in the Chapter 11 case of its trading partner,
Eclipse Aviation Corporation, it has raised its estimated losses
by JPY$4 billion.

Fuji Heavy Industries said that as a result of more writedowns,
net loss may total JPY23 billion ($233 million) for the year
ending March 31, compared with a previous estimate of JPY19
billion.

FHI, in its release, said that in light of the conversion of
Eclipse's bankruptcy case to Chapter 7 liquidation on
February 24, and the selection of a trustee on March 5, it has
revised its net income projection as the damage to assets is
possible and calculate the forecasted provision of loss based on
the inventories amount of JPY6,584 million which was released on
November 27, 2008, in "Notice Regarding the Possible
Uncollectibility or Delayed Collection of Receivables and the
Damage to Assets."

Regarding the other possible loss (Accounts receivable and
Investment in Capital) amounted JPY3,161 million was already
incurred at the end of December 31, 2008 (Consolidated financial
results dated for the third quarter of the Fiscal Year Ending
March 2009, dated on February 4, 2009).

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

                     About Eclipse Aviation

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

The Court has issued an order converting the case to Chapter 7
liquidation.


ENRON CORP: Judge Tosses Claims Against Banks in Investor Suit
--------------------------------------------------------------
Judge Melinda Harmon of the U.S. District Court for the Southern
District of Texas (Houston) dismissed shareholder claims against
three banks named as defendants in litigation over the 2001
collapse of Enron Corp., Elizabeth Amon of Bloomberg News said.

Judge Harmon dismissed the claims against Merrill Lynch & Co.,
Barclays Plc and Credit Suisse Group AG, citing that the banks
can't be sued for failing to disclose the Enron fraud.

According to Bloomberg, the investors had argued that the banks
owed such a duty as issuers of underwriting documents and analyst
reports on Enron, and claimed they had engaged in deception on
behalf of the company.

"The financial institution defendants owed no duty to Enron
investors or the market at large" to disclose their transactions
or market activity, Judge Harmon wrote, according to the report.

                       About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP,
represented the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins,
Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at
Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.  (Enron Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


FAWN RIDGE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Fawn Ridge Partners, LP
        9606 Santa Monica Blvd., Third Floor
        Beverly Hills, CA 90210

Bankruptcy Case No.: 09-15088

Chapter 11 Petition Date: March 5, 2009

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

Debtor's Counsel: Steven M. Spector, Esq.
                  Buchalter Nemer, APC
                  1000 Wilshire Bl Ste 1500
                  Los Angeles, CA 90017
                  Tel: (213) 891-0700
                  Fax: 213-896-0400
                  Email: sspector@buchalter.com

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

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

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

            http://bankrupt.com/misc/cacb09-15088.pdf

The petition was signed by Richard L. Darling, Authorized
Representative of the company.


FLEETWOOD ENTERPRISES: Chapter 11 Filing Cues Moody's 'D' Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Fleetwood Enterprises, Inc. to D from Caa3.  The
downgrade follows the March 10, 2009 announcement that Fleetwood
and certain of its operating subsidiaries in the US have filed
voluntary Chapter 11 petitions in the Southern Bankruptcy Court
for the Central District of California in Riverside.

Subsequent to the actions, all ratings will be withdrawn.  For
more information, please refer to Moody's Withdrawal Policy on
Moodys.com.

This rating was changed:

  -- Lowered Probability of Default Rating to D from Caa3

These ratings will be withdrawn:

  -- Corporate Family Rating, Caa3
  -- Preferred Stock Rating, Ca (LGD 5, 85%)
  -- Probability of Default Rating, D

The last rating action was on August 19, 2008 when all ratings
were lowered including the corporate family rating which was
downgraded to Caa3 from Caa1.

Fleetwood Enterprises Inc. is a producer of recreational vehicles
and manufactured housing in North America.  Revenues over the
twelve months ending on October 26, 2008, were approximately
$1.2 billion.


FOAMEX INT'L: U.S. Trustee Balks at Bonus Plan for 14 Executives
----------------------------------------------------------------
The U.S. Trustee is opposing Foamex International Inc.'s request
to implement a bonus program that would pay top 14 executives up
to $1.8 million, including $775,000 for its chief executive
officer, Bloomberg's Bill Rochelle reported in his daily column.

According to the report, the U.S. Trustee, an arm of the Justice
Department, says the proposal violates bankruptcy law because no
special duties are required from the executives and they become
eligible simply by remaining with the company until the vesting
date.

A hearing on the proposed bonus program is scheduled for March 16.

                   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.


FORD MOTOR: Hurt by Bondholders' Credit-Default Swaps
-----------------------------------------------------
Caroline Salas and Shannon D. Harrington of Bloomberg News report
that Six Flags Inc. and automaker Ford Motor Co. may be pushed
toward bankruptcy by bondholders trying to profit from credit-
default swaps that protect against losses on their high-yield
debt.

The report pointed out that by employing a so-called negative-
basis trade, investors could buy Six Flags bonds at 20.5 cents on
the dollar and credit-default swaps at 71 cents. If the New York-
based amusement-park operator defaults, the creditors would
receive the face value of the debt, minus costs. In a Feb. 27
note, Citigroup Inc.'s high yield strategists put that profit at 6
percentage points, or $600,000 on a $10 million purchase.

The source relates that Six Flags debt is rated Caa3 by Moody's
and CCC+ by Standard & Poor's, three and five levels above
default. Both rankings were put on "negative outlook" last year.

Ford, the only one of the so-called Big Three U.S. automakers to
avoid taking federal bailout funds, may run up against basis
traders as it seeks to restructure its debt. The car company plans
to offer cash and shares to retire as much as $10.4 billion in
debt, according to a U.S. regulatory filing yesterday.

It may be "difficult" for Ford to do an exchange, in part because
of investors with basis trades, said Rod Lache, an analyst at
Deutsche Bank in New York, commenting before the restructuring was
announced, according to the report.  The parent and its Ford Motor
Credit finance arm had a net $8.1 billion credit-default swaps
outstanding, versus about $54 billion in bonds, according to data
compiled by Bloomberg and the Depository Trust & Clearing Corp.,
which runs a central credit derivatives registry, the report
added.

Bloomberg added that investors who bet on the collapse of a
company are pitting themselves against traditional debt holders at
a time when Moody's Investors Service projects defaults will more
than triple this year and exceed the level during the Great
Depression.  The clash may stall restructuring efforts to prevent
bankruptcies, as basis traders may be less inclined to participate
in distressed debt exchanges, said Matthew Eagan, an investment
manager at Boston-based Loomis Sayles & Co., with $7 billion in
high-yield assets.  And he added, "Before, you really had to worry
mostly about where you were in the company's capital structure.
Now, you have to consider the possibility that you might have this
large holder of CDS incentivized to see it go into bankruptcy.
It's something that's going to come up more and more."

According to the report, following a meltdown last year in the
relationship between prices on bonds and credit swaps after the
Lehman Brothers Holdings Inc. bankruptcy, basis traders often
stand to make the most money if companies default.  They can also
profit by holding the trade until the debt matures or unwinding
the position after the market value gap between the bonds and
derivatives closes.

                          About Ford Motor

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

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

                           *     *     *

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

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

                          About Six Flags

Six Flags, Inc. is engaged in operating regional theme parks.
During the year ended December 31, 2007, the Company operated 20
parks. In April 2007, the Company sold seven parks. The theme
parks offer thrill rides, water attractions, themed areas,
concerts and shows, restaurants, game venues and retail outlets.
In 2007, the theme parks offered more than 840 rides, including
over 130 roller coasters. On July 31, 2007, the Company acquired
the minority interests in Six Flags Discovery Kingdom. On June 18,
2007, it acquired a 40% interest in a venture that owns dick clark
productions, inc. (DCP).

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries'
Issuer Default Rating to 'CC' from 'CCC'.


FREDDIE MAC: 2008 Net Loss Balloons to $50BB; Seeks $30BB Funding
-----------------------------------------------------------------
Freddie Mac disclosed that pursuant to the U.S. Treasury's funding
commitment under the parties' purchase agreement, the Director of
the Federal Housing Finance Agency has submitted a request to
Treasury for Freddie Mac funding in the amount of $30.8 billion.
Freddie Mac expects to receive the funds in March 2009.

Freddie Mac said that, as a result of the fourth quarter 2008 net
loss and mark-to-market effects on its accumulated other
comprehensive income (loss) related to unrealized losses on
available-for-sale securities, the company's stockholders' deficit
totaled $30.7 billion at December 31, 2008.

"Freddie Mac is working hard to serve our expanded mission in this
historic crisis, by doing all we can to help stabilize the
financial markets and hasten the recovery in housing," said David
Moffett, Freddie Mac's chief executive officer. "We absorbed heavy
financial losses last year, driven primarily by mark-to-market
items and credit-related expenses. But we also provided vital
liquidity to the strapped housing market -- injecting more than
$460 billion in mortgage funding in 2008."

Freddie Mac Chairman John Koskinen said, "Going forward, Freddie
Mac has an essential role to play in ensuring the Administration's
new Making Home Affordable program is a success. We are committed
to taking a leadership role in this important initiative and to
doing everything we can to keep millions of families in their
homes."

On Wednesday, Freddie Mac reported a net loss of $23.9 billion for
the quarter ended December 31, 2008, compared to a net loss of
$25.3 billion for the quarter ended September 30, 2008.  For the
full-year 2008, the company reported a net loss of $50.1 billion,
compared to a net loss of $3.1 billion for the full-year 2007.

Fourth quarter 2008 results were driven primarily by net mark-to-
market losses of $13.3 billion on the company's derivative
portfolio, guarantee asset and trading securities due to the
impacts of spread widening and declines in interest rates.  In
addition, the company recorded $7.2 billion in credit-related
expenses related to the continued deterioration in economic
conditions during the fourth quarter, including a rapid
deterioration in labor markets, steeper declines in home prices,
and a drop in consumer confidence to record lows. Results were
also impacted by security impairments on the company's available-
for-sale securities of $7.5 billion primarily due to sustained
deterioration in the performance of the underlying collateral on
the company's non-agency mortgage-related securities.
In the fourth quarter of 2008, the company recognized an
additional valuation allowance of $8.3 billion against its net
deferred tax assets.

On November 25, 2008, the Federal Reserve announced that it would
purchase up to $100 billion in direct obligations of Freddie Mac,
Fannie Mae and the FHLBs and up to $500 billion of mortgage-
related securities issued by Freddie Mac, Fannie Mae and Ginnie
Mae by the end of the second quarter of 2009.  In November 2008,
Freddie Mac received $13.8 billion from Treasury under the
Purchase Agreement.

As a result of the draw from Treasury, Freddie Mac said the
aggregate liquidation preference of the company's senior preferred
stock will increase to $45.6 billion, and Treasury, the holder of
the senior preferred stock, will be entitled to annual cash
dividends of roughly $4.6 billion.  An initial cash dividend on
the senior preferred stock was paid on December 31, 2008, for the
period September 8, 2008 through December 31, 2008, in the
aggregate amount of $172 million.

On February 18, 2009, Treasury Secretary Tim Geithner issued a
statement outlining further efforts by Treasury to strengthen its
commitment to Freddie Mac by increasing the funding available from
Treasury under the Purchase Agreement from $100 billion to $200
billion, affirming Treasury's plans to continue purchasing Freddie
Mac mortgage-related securities and increasing the size limit on
the company's mortgage-related investments portfolio at December
31, 2009, by $50 billion to $900 billion with a corresponding
increase in the amount of allowable debt outstanding.

A full-text copy of Freddie Mac's 2008 annual report is available
at no charge at:

               http://researcharchives.com/t/s?3a34

                       About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

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

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FREDDIE MAC: Appoints Koskinen as Interim CEO, Glauber as Chairman
------------------------------------------------------------------
Freddie Mac's board of directors has named John A. Koskinen as the
company's interim chief executive officer and Robert R. Glauber as
its interim non-executive chairman.  Both appointments will be
effective upon the resignation of current CEO David M. Moffett,
who had previously announced that he would resign from his
position as chief executive officer and as a member of the board
no later than March 13, 2009.

Mr. Koskinen had served as non-executive chairman of Freddie Mac
since September 2008.  Previously he was president of the United
States Soccer Foundation for four years, deputy mayor and city
administrator of Washington, DC from 2000 to 2003, assistant to
the president and chair of the President's Council on Year 2000
Conversion from 1998 to 2000 and deputy director for management of
the Office of Management and Budget from 1994 to 1997.  Prior to
his government service, Mr. Koskinen worked as a senior executive
of The Palmieri Company, including serving as president and CEO,
participating in the restructuring of a range of large, troubled
enterprises including the Penn Central, the Teamsters Pension
Fund, Levitt and Sons, Inc. and Mutual Benefit.  Mr. Koskinen also
serves on the boards of The AES Corporation, American Capital,
Ltd., and the non-profit D.C. Education Compact.

Mr. Glauber initially joined the Freddie Mac board of directors in
2006.  He is a lecturer at Harvard's Kennedy School of Government
and a visiting professor at the Harvard Law School.  Prior to
that, he served as chairman and CEO of the National Association of
Securities Dealers from 2001 to 2006, after first serving as its
CEO and president and a member of its board.  Over the years, he
has been a lecturer at the Kennedy School, undersecretary of the
Treasury for Finance and a professor of finance at the Harvard
Business School.  Mr. Glauber also served as executive director of
the task force appointed by President Reagan to report on the 1987
stock market break.  He has served on the board of the Federal
Reserve Bank of Boston, a number of Dreyfus mutual funds, the
Investment Company Institute, and as president of the Boston
Economic Club.  He also is a director of Moody's Corporation; a
trustee of the International Accounting Standards Committee
Foundation; and lead director of XL Capital Ltd.  Mr. Glauber has
been a senior advisor at Peter J. Solomon Co., an investment bank,
since November 2006.

Freddie Mac's board of directors is working with the company's
conservator, the Federal Housing Finance Agency, to appoint a
permanent chief executive officer.  Following such appointment,
the board of directors expects that Mr. Koskinen will return to
the position of non-executive chairman.

                       About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $804,390 billion and total liabilities of
$818,185 billion, resulting in a stockholders' deficit of
$13,795 billion.

                         Conservatorship

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

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FREDDIE MAC: Enters Into Indemnification Agreements With Execs
--------------------------------------------------------------
On March 2, 2009, Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, entered into indemnification agreements
with its executive officers, including:

   * Michael Perlman, Executive Vice President of Operations &
     Technology,

   * David B. Kellermann, Acting Chief Financial Officer, and

   * Michael C. May, Senior Vice President of Multifamily.

The indemnification agreements are effective as of September 6,
2008.

The principal terms of the indemnification agreements are: The
indemnification agreements provide that Freddie Mac will indemnify
the indemnitee to the fullest extent permitted by Freddie Mac's
Bylaws and Virginia law.  This obligation includes, subject to
certain terms and conditions, indemnification against all
liabilities and expenses, including attorneys' fees, actually and
reasonably incurred by the indemnitee in connection with any
threatened or pending action, suit or proceeding, except such
liabilities and expenses as are incurred because of the
indemnitee's willful misconduct or knowing violation of the
criminal law.  The indemnification agreements provide that Freddie
Mac will advance expenses, if requested by the indemnitee, subject
to repayment by the indemnitee of any funds advanced if it is
ultimately determined that the indemnitee is not entitled to
indemnification.  The rights to indemnification under the
indemnification agreements are not exclusive of any other right
the indemnitee may have under any statute, agreement or otherwise.
Freddie Mac's obligations under the indemnification agreements
will continue after the indemnitee is no longer a director or
officer of the company with respect to any possible claims based
on the fact that the indemnitee was a director or officer, and the
indemnification agreements will remain in effect in the event the
conservatorship is terminated.  The indemnification agreements
also provide that indemnification for actions instituted by the
Federal Housing Finance Agency, or FHFA, will be governed by the
standards set forth in FHFA's Notice of Proposed Rulemaking
published in the Federal Register on
November 14, 2008, proposing an amendment to FHFA's interim final
Golden Parachute Payments regulation to address prohibited and
permissible indemnification payments.

                        About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $804,390 billion and total liabilities of
$818,185 billion, resulting in a stockholders' deficit of
$13,795 billion.

                         Conservatorship

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


FREESCALE SEMICONDUCTOR: Reports Results of Note Invitations
------------------------------------------------------------
Freescale Semiconductor on Wednesday announced the termination and
final results of its note invitations to eligible holders of its
Senior Floating Rate Notes due 2014; 8.875% Senior Fixed Rate
Notes due 2014; and 10.125% Senior Subordinated Notes due 2016,
and the extension of the termination date of its note invitation
to eligible holders of its 9.125%/9.875% Senior PIK-Election Notes
due 2014 to participate as a lender in its new incremental term
loans under its senior secured credit facility.

In addition, the company has waived the $250,000,000 limitation
with respect to the maximum acceptance amount of principal amount
of Senior Toggle Notes in the note invitation for such existing
notes.  The waiver of the Senior Toggle Notes limit will not
affect the maximum aggregate principal amount of other existing
notes accepted in the other note invitations.  Validly delivered
Senior Floating Rate Notes and Senior Fixed Rate Notes will not be
subject to proration. As a result of the maximum acceptance amount
for the Senior Subordinated Notes, all validly delivered Senior
Subordinated Notes will be subject to pro-ration.

As reported by the Troubled Company Reporter on March 3, 2009,
Freescale Semiconductor, which was taken private in 2006, received
commitments from investors holding $2.95 billion of bonds to swap
the debt at a discount for a new term loan.

Based on its preliminary calculations, the company believes that
the proration factor for the Senior Subordinated Notes will be
approximately 0.779.

As a result of the waiver of the Senior Toggle Notes Limit, the
company will now accept commitments with respect to the Senior
Toggle Notes up to the aggregate amount of Senior Toggle Notes
that would result in the incurrence by the company of new
incremental term loans in an amount that, together with the new
incremental term loans incurred in respect of the Senior
Subordinated Notes, the Senior Floating Rate Notes and the Senior
Fixed Rate Notes and new incremental term loans payable as
compensation, would be equal to the limit of $1,000,000,000 of new
incremental term loans.  If the aggregate amount of Senior Toggle
Notes in respect of which commitments are received would cause
this limit to be exceeded, validly tendered Senior Toggle Notes
will be subject to proration.  The company has extended the
termination date of the note invitation with respect to the Senior
Toggle Notes to midnight, New York City time, on March 24, 2009,
unless further extended by the company.

As of midnight, New York City time, on March 10, 2009, the Company
had received commitments with respect to roughly $3.03 billion
aggregate principal amount of the existing notes.  Based on the
amount of commitments delivered and giving effect to the waiver of
the Senior Toggle Notes limit, the company would incur about $897
million aggregate principal amount of new incremental term loans,
subject to consummation of the note invitations.

                                              Maximum
                                              Acceptance
                                              Amount of
Principal
                                              Principal     Amount
of
  Title of           Outstanding              Amount of     Each
Issue
  Existing           Principal                Existing      of
Existing
  Notes to           Amount       Acceptance  Note          Notes
  be Delivered       ($MM)        Priority    ($MM)
Delivered
  ------------       -----------  ----------  -----------   ------
------
Senior Toggle Notes   $1,500.000      1       N/A*
$941,301,000
Sr. Subordinated      $1,510.554      2       $746.268
$958,078,000
  Notes
Senior Floating       $475.000        3       N/A
$281,215,000
  Rate Notes
Senior Fixed          $2,287.064      4       N/A
$844,575,000
  Rate Notes

   * The Senior Toggle Notes limit has been waived by the Company.

The Company anticipates that the closing date for the note
invitations with respect to the Senior Subordinated Notes, the
Senior Floating Rate Notes and the Senior Fixed Rate Notes will be
March 17, 2009.

                About Freescale Semiconductor

Freescale Semiconductor - http://www.freescale.com/-- is a global
leader in the design and manufacture of embedded semiconductors
for the automotive, consumer, industrial, networking and wireless
markets. The privately held company is based in Austin, Texas, and
has design, research and development, manufacturing or sales
operations around the world.

As reported by the Troubled Company Reporter on February 23,
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Freescale.
Simultaneously, Moody's downgraded the probability of default
rating to Ca from Caa1.  The rating outlook remains negative.

The downgrade of the PDR to Ca reflects Moody's view that
Freescale's recent debt exchange offer is a distressed exchange.
It also reflects the very high likelihood of the transaction
closing.  While no payment default has occurred and there are no
debt maturities until 2012, in Moody's opinion the successful
closing of the transaction, which is designed to reduce debt and
interest expense, would represent the occurrence of a deemed
default.


G.I. JOE'S: Court Grants Additional 15 Days for Schedules Filing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
for an additional 15 days, the deadline within which G.I. Joe's
Holding Corporation and G.I. Joe's Inc. must file their schedule
of assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, statement of financial affairs, and additional list
required pursuant to the Local Rules of Bankruptcy Practice and
Procedure of the U.S. Bankruptcy Court.

The Debtors required extra time to prepare and file their schedule
and statements.

Given the size and complexity of the Debtors' business operations,
the number of creditors, and the facts that certain prepetition
invoices have not yet been received or entered into the Debtors'
financial accounting systems, the Debtors have begun, but not yet
finished compiling the information that will be required in order
to complete the schedules and statements.

Creditors and other parties in interest, the Debtors related, will
not be significantly harmed by the extension of the filing
deadline.

                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: Wants to Hire BMC Group as Notice and Claims Agent
--------------------------------------------------------------
G.I. Joe's Holding Corporation and G.I. Joe's Inc. ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ BMC Group, Inc. as notice and claims agent.

BMC will perform notice and claims services for the Debtors.  In
addition, BMC will provide other noticing, claims processing and
related administrative services, and technology support as the
Debtors or Clerk's Office may request from time to time.

BMC will provide services on an a la carte basis, only charging
the Debtors for necessary or requested services.

Bard Daniel, director of Restructuring Services of BMC, tells the
Court that BMC will be paid an initial advance payment retainer of
$50,000.  In addition, the retainer will be applied to BMC's final
bill for services and expenses rendered.  After application to the
final bill, the unapplied portion of the retainer will be promptly
refunded to the Debtor.

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

                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: Can Sell Substantially All Assets at March 30 Auction
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
G.I. Joe's Holding Corporation and G.I. Joe's Inc. to sell
substantially all assets free and clear of liens, claims,
encumbrances, and other interests at an auction and to assume and
assign certain executory contracts and unexpired leases related.
In this connection, the Debtors employed Financo, Inc., as
investment banker to market the business as a going concern.

The Debtors related that the sale will subject to consultation
with Wells Fargo Retail Finance, LLC, and Crystal Capital Fund
Management, L.P., as administrative and collateral agents in the
Debtors' loan and security agreements.

The Court has also approved the:

   a) bid procedures for the sale of substantially all their
      assets;

   b) auction to be held at the offices of Potter Anderson
      Corroon LLP, 1313 Market Street, 6th Floor, Wilmington,
      Delaware on March 30, 2009, beginning at 11:00 a.m. or at a
      later time or other place as the Debtors will notify;

   c) sale hearing on April 2, 2009;

   d) assumption and assignment procedures related to the sale;
      and

   e) form of the sale notice.

The sale of the purchased assets will be on an "as is, where is"
basis and without representation or warranties of any kind, nature
or description by the Debtors, their agents or estate.

The Debtors also related that the sale will maximize the value of
the Debtors' estates for the benefit of all of the Debtors'
stakeholders and, accordingly, is in the best interests of the
debtors, their creditors, and their other economic stakeholders.

                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.


GENERAL MOTORS: Amends JPMorgan Loan Amid Going Concern Doubt
-------------------------------------------------------------
General Motors Corporation on March 4, 2009, entered into a First
Amendment to the Term Loan Agreement, dated as of November 29,
2006, among GM, Saturn Corporation, JPMorgan Chase Bank, N.A., as
administrative agent, and the several financial institutions from
time to time parties thereto as lenders.

GM entered into the Amendment to modify the requirement in the
Loan Agreement that GM deliver annual consolidated financial
statements accompanied by a report of its independent public
accountants that does not include a "going concern" or similar
qualification.  Under the Amendment, GM agreed to add certain
provisions to the Loan Agreement relating to the terms of the Loan
and Security Agreement dated as of December 31, 2008, between the
U.S. Treasury and GM and certain of its U.S. subsidiaries and
related agreements, any other credit facility provided by a U.S.
government authority, or any debt agreement refinancing the UST
Loan Agreement or the Additional US Government Debt.

Under the Amendment, if (a) the interest rate applicable to any
tranche of any Additional US Government Debt or the Permitted
Refinancing, at a time when more than 50% of the principal of such
tranche is held by lenders other than U.S. governmental
authorities, is higher than the highest rate applicable to any
tranche of debt under the UST Loan Agreement immediately prior to
the incurrence of such tranche of Additional US Government Debt or
Permitted Refinancing or (b) the UST Loan Agreement is modified,
at a time when more than 50% of a tranche of debt issued under the
UST Loan Agreement is held by Non-US Government Lenders, to
increase the interest rate applicable to such tranche, and if at
least $1 billion of the Subject Debt is affected, the interest
rate under the Loan Agreement will be automatically increased to
the extent necessary (if at all) to a rate equal to the weighted
average interest rate applicable to all tranches of the Subject
Debt having interest rates greater than the interest rate under
the UST Loan Agreement effective on March 4, 2009.

Any optional prepayment of any tranche of the Subject Debt --
other than a reduction in the amount outstanding under a revolving
credit facility that does not terminate or permanently reduce the
amount of the commitment under such facility -- at the time that a
majority of the principal under such tranche are held by Non-US
Government Lenders will require a pro rata prepayment under the
Loan Agreement.

Other significant provisions of the Amendment related to
collateral include an increase in the ratio of the value of the
Collateral to total exposure under the Loan Agreement from 2.50 to
1.00 to a new ratio of 3.25 to 1.00.

The Amendment provides that any event of default under the UST
Loan Agreement, Additional US Government Debt, or Permitted
Refinancing that continues for 20 business days would be a
additional event of default under the Loan Agreement.

The requirement in the Loan Agreement to deliver consolidated
annual financial statements without a "going concern" paragraph or
similar qualification in the accompanying opinion was modified by
the Amendment to provide that such requirement was not applicable
to the opinion provided with the annual consolidated financial
statements for the fiscal year ended December 31, 2008.

The Amendment also added a covenant providing that GM may pay cash
dividends to its stockholders or make cash payments for the
purchase or redemption of any capital stock or related interests
only if such payment is permitted or consented to under the
agreements governing the Subject Debt.

Finally under the Amendment the parties agreed to a minimum LIBOR
rate and an increase in the interest and default rates, all
consistent with the terms of the Treasury Loan, and GM agreed to
pay certain fees to the administrative agent and to the Lenders
that consented to the Amendment.

A full-text copy of the First Amendment dated as of March 4, 2009,
to the Term Loan Agreement, dated as of November 29, 2006, among
General Motors Corporation, Saturn Corporation, JPMorgan Chase
Bank, N.A, as Administrative Agent, and the several financial
institutions from time to time party thereto as Lenders, is
available at no charge at:

               http://researcharchives.com/t/s?3a39

                        Going Concern Doubt

As reported by the Troubled Company Reporter on March 6, 2009,
Deloitte & Touche LLP, which General Motors Corp.'s Audit
Committee retained to audit the company's consolidated financial
statements and the effectiveness of internal controls, as of and
for the year ended December 31, 2008, said that there is
substantial doubt about the company's ability to continue as a
going concern.  Deloitte said the company's recurring losses from
operations, stockholders' deficit and failure to generate
sufficient cash flow to meet the company's obligations and sustain
the its operations raise substantial doubt about the its ability
to continue as a going concern.

For the year ended December 31, 2008, GM posted a net loss of
$30,860,000,000.  As of December 31, 2008, GM reported
$91,047,000,000 in total assets, $176,387,000,000 in total
liabilities, and $86,154,000,000 in stockholders' deficit.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

                        *     *     *

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

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

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

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


GENERAL MOTORS: Aleris Seeks to Cancel Shipment Contract
--------------------------------------------------------
Aleris International, Inc., and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware,
pursuant to Section 365 of the Bankruptcy Code, to reject four
purchase contracts they entered into with General Motors
Corporation through Debtor Alchem Aluminum, Inc.

Three of the contracts call for Alchem to ship aluminum
sow/ingot, and the fourth contract requires Alchem to ship
silicon, to GM.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, the Debtors proposed co-counsel, notes that
with GM's public pronouncements about the current state of its
finances, the Debtors are very concerned about the extended terms
of the Contracts that will not be due until the second day of the
second month after a shipment is made.

The Debtors add that they have to purchase the silicon and other
raw materials and to incur refining costs to prepare the aluminum
sow/ingot required under the GM Contracts, in order to fulfill
their obligations under the Contracts.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

                           *     *     *

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

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

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

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

                    About Aleris International

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

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

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


GENERAL MOTORS: SAAB Unit Draws Interest from Rivals
----------------------------------------------------
Saab Automobile, the Swedish carmaker that filed for bankruptcy
protection last month, said it has drawn interest from rivals as
well as investment companies as it seeks a new owner, Andreas
Cremer of Bloomberg reports.

Chief Executive Officer Jan-Aake Jonsson, as cited by the report,
said in an interview, "We're now very actively searching.  The key
for us is to find someone who is financially strong.  We're
talking about a long-term ownership and commitment".

Bloomberg's Benedikt Kammel relates that Saab sought court
protection on Feb. 20 after General Motors Corp. said it will cut
ties with SAAB following years of losses.  Saab has retained
Deutsche Bank AG as adviser and is also talking to the Swedish
government to get financial aid and may extend a court-supervised
reorganization beyond the initial three months at the end of May,
CEO Jonsson said.

"I really can't see anybody coming up with a reason to pump money
into Saab.  GM couldn't turn it round during the best of times,
and now we're in the worst automotive crisis since World War II",
said Peter Schmidt, managing director at Warwick, England-based
consulting firm Automotive Industry Data.

The source relates that GM bought half of Saab almost two decades
ago and took full control in 2000.  Saab has racked up losses
almost every year since and predicts a 3 billion-kronor ($326
million) deficit for 2009.  Saab sold fewer than 100,000 cars last
year and registrations in its home market fell 53 percent last
month.

Philippe Houchois, a London-based analyst with UBS, said it's
highly unlikely that another automaker could make a business case
for buying the Swedish company.  According to Bloomberg,
Mr. Houchois is quoted saying, "Saab has half-a-percent market
share in Europe, which is absolutely pointless.  The volume isn't
there, you have a brand that's not very attractive and there are
significant investment costs if you want to extract synergies.
The market would take it very, very negatively".  He added that
it's more likely that a private-equity firm will try to buy Saab
for nothing, along with government aid, and then hold on to the
company until the auto-market picks up before attempting to sell
the business.

CEO Jonsson, as cited by the report, said Saab hadn't struggled to
attract enquiries, while declining to identify any interested
parties and added, "Those companies approached us, we weren't out
there soliciting. It's too early to say exactly how this whole
process is going to turn out or what's more likely and what's less
likely."

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

                        Going Concern Doubt

As reported by the Troubled Company Reporter on March 6, 2009,
Deloitte & Touche LLP, which General Motors Corp.'s Audit
Committee retained to audit the company's consolidated financial
statements and the effectiveness of internal controls, as of and
for the year ended December 31, 2008, said that there is
substantial doubt about the company's ability to continue as a
going concern.  Deloitte said the company's recurring losses from
operations, stockholders' deficit and failure to generate
sufficient cash flow to meet the company's obligations and sustain
the its operations raise substantial doubt about the its ability
to continue as a going concern.

For the year ended December 31, 2008, GM posted a net loss of
$30,860,000,000.  As of December 31, 2008, GM reported
$91,047,000,000 in total assets, $176,387,000,000 in total
liabilities, and $86,154,000,000 in stockholders' deficit.

                           *     *     *

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

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

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

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


GENERAL MOTORS: Scania Has Veto Power on SAAB Sale
--------------------------------------------------
Jakob Lindstroem of Bloomberg reports that Saab AB and Scania AB
have the power to veto the sale of the Saab brand if Saab
Automobile is sold according to a contract signed in 1996, Dagens
Industri reported, citing Anders Blom, head of brand management at
Saab AB.

Saab AB owns General Motors Corp.'s Saab brand together with
Scania, Sweden's second-biggest truckmaker, and GM.  The Saab
brand is valued at 10 billion kronor ($1.1 billion), the
Stockholm-based newspaper reported, quoting Christian Ihre at
brand consultant Lynxeye. Linkoeping, Sweden-based Saab AB, the
builder of the Gripen fighter plane, is a separate company from
GM's Saab Automobile, which filed for bankruptcy protection last
month.

Meanwhile, Bloomberg's Andreas Cremer relates that Saab Automobile
Chief Executive Officer Jan-Aake Jonsson in an interview at the
Geneva Car Show said the Swedish carmaker may seek to extend a
reorganization period beyond the initial three months and will aim
to establish a "clear direction" for the company by the end of
May.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

                        Going Concern Doubt

As reported by the Troubled Company Reporter on March 6, 2009,
Deloitte & Touche LLP, which General Motors Corp.'s Audit
Committee retained to audit the company's consolidated financial
statements and the effectiveness of internal controls, as of and
for the year ended December 31, 2008, said that there is
substantial doubt about the company's ability to continue as a
going concern.  Deloitte said the company's recurring losses from
operations, stockholders' deficit and failure to generate
sufficient cash flow to meet the company's obligations and sustain
the its operations raise substantial doubt about the its ability
to continue as a going concern.

For the year ended December 31, 2008, GM posted a net loss of
$30,860,000,000.  As of December 31, 2008, GM reported
$91,047,000,000 in total assets, $176,387,000,000 in total
liabilities, and $86,154,000,000 in stockholders' deficit.

                           *     *     *

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

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

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

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


GENERAL MOTORS: Private-Equity Firms Not Interested in Opel
-----------------------------------------------------------
International private-equity companies are not interested in
buying carmaker Adam Opel GmbH, Bloomberg said, citing a report by
newspaper Die Welt.

According to Die Welt, Cerberus Capital Management LP, which
Chrysler Corp., has no interest in acquiring General Motors
Corp.'s Germany based unit.  Die Welt cited unidentified officials
from several large buyout firms in its report.

Amidst the worst financial crisis since the 1930s, some private
equity firms are focusing keeping their buyouts afloat.  According
to Blomberg, after spending a record $1.2 trillion on acquisitions
during 2006 and 2007, LBO firms are now focused on deal-saving,
not dealmaking.  Bloomberg said that Bain Capital LLC, which has
made more than $100 billion of investments since its founding in
1984, has hired restructuring specialists AlixPartners LLP and
Miller Buckfire & Co. to help salvage its $3.2 billion 2007
takeover of Tampa, Florida-based OSI Restaurant Partners Inc,
which is struggling with declining revenue and a 30-fold increase
in losses.  Apollo Management LP and Blackstone Group LP are
employing an arsenal of tools, including debt exchanges and equity
infusions, to rescue leveraged buyouts, such as Freescale
Semiconductor Inc. and Realogy Corp.

                  Germany Support for Opel

Meanwhile, German Chancellor Angela Merkel intends to make
financial support for Opel dependent on decisions by its U.S.
parent, Bloomberg said, citing newspaper Bild Zeitung.  Mr.
Merkel, according to Bild Zeitung, said that in order to grant any
aid, it is necessary to know plans for GM, how independently Opel
will be allowed to operate and the future of Opel's patents.

Mr. Merkel, the newspaper reported, said the country would support
Opel and other struggling companies, only if a bailout would
secure a future and wouldn't be wasted by a company's failure in
the markets.

                       About General Motors

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

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

GM's common stock was considered the stock market's bellwether for
many years, hence the saying "What's good for GM is good for
America."

                        Going Concern Doubt

As reported by the Troubled Company Reporter on March 6, 2009,
Deloitte & Touche LLP, which General Motors Corp.'s Audit
Committee retained to audit the company's consolidated financial
statements and the effectiveness of internal controls, as of and
for the year ended December 31, 2008, said that there is
substantial doubt about the company's ability to continue as a
going concern.  Deloitte said the company's recurring losses from
operations, stockholders' deficit and failure to generate
sufficient cash flow to meet the company's obligations and sustain
the its operations raise substantial doubt about the its ability
to continue as a going concern.

For the year ended December 31, 2008, GM posted a net loss of
$30,860,000,000.  As of December 31, 2008, GM reported
$91,047,000,000 in total assets, $176,387,000,000 in total
liabilities, and $86,154,000,000 in stockholders' deficit.

                           *     *     *

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

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

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

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


GOODY'S LLC: Court Approves Settlement on First Bankruptcy Case
---------------------------------------------------------------
Goody's LLC and its affiliates, which filed for Chapter 11 about
three months after their predecessor Goody's Family Clothing
emerged from bankruptcy, were authorized by the U.S. Bankruptcy
Court for the District of Delaware to settle with the creditors'
representative from their first bankruptcy case, Bloomberg's Bill
Rochelle stated.

The Court approved the settlement notwithstanding objections by
the U.S. Trustee.

As reported by the TCR on March 4, an ad hoc committee of trade
creditors -- consisting of 11 trade vendors -- sought dismissal of
the Goody's II cases.  The group claimed that the liquidation of
the Debtors' assets should occur "outside of bankruptcy or under
the jurisdiction of this Court in Goody's I.  Thereafter, the
proceeds of such disposition should appropriately be administered
in furtherance of substantial consummation of the Goody's I plan
including, inter alia, replenishment of the woefully deficient
administrative claim reserves and otherwise to satisfy the
remaining obligations of the Reorganized Debtors under the Goody's
I plan."

The Goody's I Plan of Reorganization -- which provided for the
mechanism for paying allowed claims against Goody's Family -- was
confirmed by the Court on October 7, 2008, and declared effective
13 days later.  The Goody's I Plan provided for (i) a reserve of
approximately $2 million for allowed administrative claims and
provided that such claims would be paid in full or as agreed to by
the claimant as the claims were allowed, (ii) general unsecured
creditors (Class 8 of the Goody's I Plan) receiving (i) $2 million
to fund a limited liability company's prosecution of certain
avoidance actions and other claims on their behalf and (ii) a $15
million note.  The Goody's I Plan provided for the continuation of
the debtors' business under new corporate entities, Goody's LLC
and its affiliates.

Goody's LLC is now in bankruptcy with the intent of paying off
claims from the proceeds of its liquidation.  According to the
U.S. Trustee, Goody's II debt structure, in order of priority, is
as:

   Debt                        Creditor      Status
   ----                        --------      -------
   Revolver (roughly $550,000  GECC          Revolver paid,
   plus $15 million in                       LOCs cash
   outstanding letters of                    collateralized
   credit)

   Term loan (roughly          GB Merchant   Paid
   $11 million)                Partners

   Tranche C (at least         Prentice
   $20 million)                (PGDYS Lending)

   $15 million note for
   benefit of Goody's I
   Class 8 (general unsecured)
   creditors

   Tranche D (at least         Prentice (PGDYS
   $15 million)                Lending)

In addition to the obligations, the Goody's II estates also are
subject to claims for administrative claims arising in
the Goody's II cases, unpaid administrative obligations from
Goody's I in the range of $10 million, and general unsecured
claims arising after the Effective Date.

            Terms of Settlement with Trade Creditors

On January 21, 2009, the ad hoc committee announced that, subject
to documentation, it had reached agreement with the Goody's II
debtors, the Plan Administrator for Goody's I, Prentice Capital
Management, LP, PGDYS LLC and PGDYS Lending LLC and the Official
Committee of Unsecured Creditors in Goody's II.  Goody's II has
filed a motion seeking approval of the Settlement.

According to the U.S. Trustee, the key terms of the Settlement
are:

   a. Increase the Administrative Reserve Under Goody's I Plan:
      The Prentice Entities have agreed to allow the Goody's II
      Debtors to use their cash collateral to provide an
      Additional $5 million to the Plan Administrator to satisfy
      accrued and unpaid administrative obligations under the
      Goody's I Plan. In addition, the Goody's II Debtors and the
      Prentice Entities have agreed to transfer certain
      Litigation Rights and Permitted Preference Actions (as
      defined in the Goody's I Plan) to the Plan Administrator,
      the proceeds of which will also be available to satisfy
      accrued and unpaid administrative obligations under the
      Goody's I Plan.  The cash portion of the Administrative
      Reserve Increase would be paid in full before the Prentice
      Entities receive payment in full on account of their
      Tranche C obligations.

   b. Satisfy Obligation to Allowed Class 8 Claims Under Goody's
      I Plan: The Goody's I Plan provided that a $15 million
      instrument payable to Allowed Class 8 Claims (general
      unsecured creditors) of the Goody's I case was entitled to
      receive payment senior in priority to any payment made to
      the secured Tranche D obligations to the PGDYS Lending,
      except in the event of a subsequent liquidation or sale of
      substantially all of the company's assets under Section 363
      of the Bankruptcy Code.  In this alternative liquidation
      scenario, the Goody's I Plan requires that 1/3rd of
      proceeds available after satisfaction of the Tranche C
      obligations be paid to the Plan Administrator on account of
      the Allowed Class 8 Claims under the Goody's I Plan and
      2/3rds of the proceeds be paid to PGDYS Lending on account
      of the Tranche D obligations, until such time as the
      Tranche D obligations have been paid in full.  The
      Settlement follows the dictates of the Goody's I Plan, as
      required by the Confirmation Order, and provides that after
      satisfaction in full of the Tranche C obligations, 1/3rd of
      the remaining proceeds available from the liquidation will
      be paid to the Plan Administrator in further satisfaction
      of Allowed Class 8 Claims and 2/3rd of the proceeds will be
      paid to PGDYS Lending on account of their Tranche D
      obligations.

   c. Avoidance Actions in the Goody's II Case Will be
      Transferred to the Goody's II Committee: During the
      tumultuous period between the two bankruptcy cases, the
      Reorganized Debtors quickly became unable to pay their
      unsecured debts as they matured.  In light of the capital
      structure of the Goody's II Debtors, a meaningful
      distribution to general unsecured creditors is unlikely.
      The Parties have recognized that fact and agreed to
      transfer sole and exclusive authority to pursue (or not
      pursue) any and all causes of action pursuant to chapter 5
      of the Bankruptcy Code to the Goody's II Committee, to
      ensure that unsecured creditors who were not paid for goods
      and services provided to the Reorganized Debtors -- despite
      believing they were transacting with a company that had
      just emerged from bankruptcy -- would not add insult to
      injury by being sued for a preference in order to fund
      administrative claims in the Goody's II cases.

   d. Payment of Goody's II Administrative Claims: The Prentice
      Entities will permit the Goody's II estates to use the
      Prentice Entities' cash collateral to pay in full the
      Allowed administrative expense claims in the Goody's II
      case in accordance with, and subject to, the wind-down
      budget attached to the Settlement as "Annex 1."

   e. Provision of Funds to Enable Plan Administrator and Post
      Effective Date Committee in Goody's I to Perform Goody's I
      Plan Obligations: The Plan Administrator will be provided
      up to $250,000, inclusive of the $100,000 advance provided
      to the Plan Administrator on January 9, 2009, from the cash
      collateral of Goody's II, along with the right to use 1/3rd
      of the net proceeds from the Litigation Rights and
      Permitted Preference Actions, in furtherance of performing
      its fiduciary obligations under the Goody's I Plan.
      Further, the Post Effective Date Committee will be provided
      up to $15,000 to perform its oversight functions under the
      Goody's I Plan.

   f. Allowance of Prentice Claims in Goody's II Cases: All
      obligations under the Tranche C exit facility ($20 million)
      and Tranche D exit facility ($15 million) will deemed to
      be allowed secured claims, plus all accrued interest, fees,
      costs, expenses, and all other Obligations as defined in
      the credit documents for all purposes in these Cases;
      provided, however, that all parties' rights have been
      reserved with respect to the determination, allowance, or
      payment of any early termination fee under the Tranche C
      and Tranche D exit facilities.  Allowance of such claims
      enables the Parties to effectuate the above-summarized
      distribution of proceeds in a more equitable manner than
      would have otherwise occurred absent litigation or
      agreement between the Parties.

   g. Prentice's Waiver of Rights in Goody's II Chapter 5
      Actions: The Prentice Entities agree to waive any right or
      claim to receive any proceeds from Avoidance Actions
      arising from the filing of the Goody's II bankruptcy cases.

   h. Establish Supplemental Administrative Claim Bar Date in
      Goody's I Cases: To ensure that the Administrative Reserve
      Increase will be equitably distributed amongst all
      creditors in the Goody's I cases who hold an accrued and
      unpaid administrative claim, the Plan Administrator will be
      permitted to set a new administrative claim bar date of
      ________________, 2009, applicable to those entities with
      claims for (i) goods and/or services provided after the
      Petition Date (as defined in the Plan) but before the
      Effective Date (as defined in the Plan) for which the
      entity supplying such goods and/or services has not
      received payment and (ii) unpaid cure costs associated with
      any and all contracts assumed and assigned under the Plan.

   i. Releases of the Prentice Entities and the Plan
      Administrator: The Settlement provides for the waiver and
      release of any and all claims against the Plan
      Administrator and the Prentice Entities, arising out of, in
      connection with, or related to the conduct of the business
      of the Goody's I Debtors, the Goody's I cases, Reorganized
      Debtors or the Goody's I Plan.  To the extent permissible
      by law, such releases would be applicable to the Goody's I
      Debtors, Goody's II Debtors, Ad Hoc Committee, Committee
      and all parties in interest receiving notice of the
      Settlement and an opportunity to object.

   j. Reimbursement of Fees and Expenses of Ad Hoc Committee: The
      Goody's II Debtors and Prentice Entities have agreed to
      support the allowance of an administrative claim pursuant
      to Section 503(b) of the Bankruptcy Code for counsel and
      local counsel to the Ad Hoc Committee in an amount equal to
      the actual, reasonable fees and expenses incurred in
      connection with (i) their participation in pre-petition
      efforts to organize vendors of Goody's I and Goody's II in
      an effort to reach a consensual out-of-court solution, (ii)
      their participation in the pre-petition sale process,
      including the auction of substantially all of the Debtors'
      assets and (iii) filing, litigating, prosecuting,
      negotiating and settling the Motion to Dismiss.

                     U.S. Trustee's Objection

Roberta A. DeAngelis, Acting United States Trustee for Region 3,
asserts that the Settlement should be denied for four reasons.

   (1) 11 U.S.C. Sec. 1127 prohibits modification of a confirmed
       plan after the plan has been "substantially consummated."
       The Motion seeks to modify the confirmed, substantially-
       consummated joint plan of reorganization in Goody's I.
       The U.S. Trustee asserts, among other things, the
       $5 million "plus" increase in the administrative claims
       reserve for the exclusive benefit of administrative
       claimants in Goody's I constitutes a material modification
       of the Plan.  At the time of confirmation, the $5 million
       "plus" increase in the administrative claims reserve
       would have reduced the Debtors' available cash and/or
       required additional financing to subsidize the Debtors'
       continuing operations.  The Plan, the U.S. Trustee
       asserts, cannot be modified because it has been
       consummated.

   (2) Through the Motion, the Debtors seek approval of a sub
       rosa plan of liquidation.  According to the U.S. Trustee,
       there are two key elements of the Settlement that would
       not pass muster under 11 U.S.C. Section 1129:

    (i) certain claims of general unsecured creditors in Goody's
        II are unfairly discriminated against in favor of other
        general unsecured claims -- specifically, those general
        unsecured creditors whose claims are based upon unpaid
        administrative obligations in Goody's I, and

   (ii) the "carve-out" issued by Prentice in favor of unpaid
        administrative claimants in Goody's I is a class-skipping
        gift prohibited under the Third Circuit's decision in
        Armstrong.

The U.S. Trustee asserts that the Settlement unfairly
discriminates by providing favorable treatment for certain general
unsecured creditors in Goody's II -- namely, unpaid Goody's I
administrative claims -- by providing such creditors with an
additional $5 million "plus" of security.  All other unsecured
claims, including claims which arose after the Effective Date of
the Goody's I plan, are not getting similar consideration under
the Settlement.

   (3) The Settlement is not in the best interests of the
       Debtors' estates and should be denied.  Citing the
       criteria set in In Myers v. Martin (In re Martin), 91 F.3d
       389, 393 (3d Cir. 1996), the U.S. Trustee asserts that the
       Court is obligated to reject settlements which favor one
       creditor constituency at the expense of another creditor
       group.

   (4) The settlement parties seek approval of nonconsensual,
       third-party releases which do not comport with applicable
       law.  The U.S. Trustee notes that the law does not permit
       for non-consensual, third-party releases absent (a)
       consent or (b) specific findings that the releases are (i)
       fair, (ii) supported by consideration and (iii) that the
       failure to grant the releases will unravel a complex
       reorganization (e.g., one with mass tort issues).

                         About Goody's LLC

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No. 09-
10124).  Young, Conaway, Stargatt & Taylor, LLP, and Bass Berry &
Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.  The
Company emerged from bankruptcy Oct. 20, 2008, after closing more
than 70 stores.  The reorganized entity was named Goody's LLC.


GOODYEAR TIRE: S&P Gives Negative Outlook; Affirms 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on The Goodyear Tire & Rubber Co. to negative from stable and
affirmed its 'BB-' corporate credit rating.  At the same time, S&P
lowered its issue-level ratings on the company's unsecured debt to
reflect revised post-default recovery expectations.

"The outlook revision reflects our view that tire demand will
continue to decline as economic conditions deteriorate worldwide,"
said Standard & Poor's credit analyst Lawrence Orlowski.  In the
fourth quarter, Goodyear's sales fell about 20% from those of a
year earlier, caused primarily by decreased auto production
volumes.  Double-digit sales declines occurred in all four
geographic segments; the Europe, Middle East, and Africa region
showed the largest decline, falling 26% year over year.  In light
of the sharp fall-off in tire demand in the fourth quarter, which
shows no signs of quickly reversing, S&P believes 2009 revenue
will decrease by more than 10% and margins to compress further in
2009.

Although less than 20% of Goodyear's sales are tied to the
original equipment market, S&P believes production volume
declines, particularly at the U.S. automakers, are having a
disproportionate effect on the company.  Industry volumes for the
consumer OE segment were off 33% in North America and 23% in EMEA
in the fourth quarter, and S&P expects continued sharp declines in
2009.  And although demand in the replacement market typically
provides stability to the company's sales, S&P believes the
ongoing economic decline is influencing consumers to delay routine
tire purchases.  Consumer replacement volumes were off 13% in
North America and 10% in EMEA.  Furthermore, freight shipments
have fallen off, adversely affecting truck demand.  Consequently,
commercial OE volumes were down 20% in North America and 35% in
EMEA.  Commercial replacement volumes were down 23% in North
America and 27% in EMEA.

The company has responded to the economic downturn by cutting
production, seeking manufacturing efficiencies, and controlling
spending.  Nevertheless, S&P expects North American and European
operations to generate weak segment operating margins unless
replacement demand rebounds solidly.

Akron, Ohio-based Goodyear has an aggressive financial risk
profile, characterized by weak earnings in North America and a
highly leveraged capital structure.  However, S&P currently expect
some improvement in tire replacement demand in 2010, which,
coupled with cost savings, would lead to substantial improvement
in credit measures.

The company has a weak business risk profile, which reflects tough
global tire industry conditions and the company's high fixed-cost
structure.  These factors more than offset the company's business
strengths, including its position as one of the three largest tire
manufacturers in the world, good geographic diversity, strong
distribution channels, and a well-recognized brand name.

The tire industry is characterized by excess production capacity,
leading to intense competition from large, diversified global
players and more focused regional competitors.  Fixed-capital and
R&D requirements are high, and raw material prices are volatile.
Goodyear's management continues to strengthen the company's
business model despite these issues by focusing on high-value-
added products, reducing exposure to low-margin segments, tapping
growth in emerging markets, reducing structural costs, and
improving both the balance sheet and liquidity.

During 2009, the company is expected to make global pension
contributions of $350 million to $400 million.  Given the dramatic
decline in the financial markets during the year, underfunded
pension obligations at year-end and pension expenses have risen;
however, the company does not expect to increase cash
contributions for its pensions substantially until 2010.  Total
pension and other unfunded postretirement obligations add about
$3.3 billion to debt.  This amount did not decline significantly
from that in 2007 because the rise in unfunded pension obligation
more than offset the funding of the Voluntary Employees'
Beneficiary Assn. account in 2008 that reduced the other
postretirement employee benefit liability by $1.1 billion.  Still,
postretirement health care payments are expected to fall below $70
million in 2009, compared to $216 million paid out in 2008.

The negative outlook reflects S&P's expectation that Goodyear's
credit measures will worsen during the next year as economic
conditions continue to deteriorate, thereby reducing global tire
demand.  Under its cost-savings program, the company expects to
reduce its cost structure by an additional $700 million in 2009 by
improving labor productivity, rationalizing production, and
sourcing raw materials in low-cost countries.  However, S&P
believes such improvements may prove insufficient to counteract
declining consumer and commercial tire demand.  Furthermore, S&P
is concerned that, as raw materials prices fall, the company's
flexibility to maintain or raise prices might be impeded by
industry overcapacity and competitors' pricing actions in light of
weak demand.  In addition, if the stock market continues to
decline, unfunded pension liabilities could climb, requiring the
company to make higher contributions in 2010 and beyond.

S&P could lower the rating during this year if, for example, S&P
believed Goodyear's revenues were on track to fall more than 15%
for all of 2009, gross margins were to move below 16%, and
prospects for demand recovery in 2010 appeared minimal.  S&P could
also lower the company's corporate credit rating if S&P believed
that, longer term, adjusted debt to EBITDA would not improve to
about 4x or FFO to debt would not rise to 15% or higher on a
sustained basis.  These scenarios would most likely be caused by
declines in revenues of more than 15% in most of Goodyear's
markets this year, lower margins, and no prospects for recovery in
2010.

S&P could revise the outlook back to stable or to positive if
demand and profitability in North America and demand in Europe
begin to rebound and credit measures start to reflect this,
although this seems unlikely during 2009.  S&P could ultimately
raise the ratings if the company sustained FFO to debt at or above
25% and adjusted debt to EBITDA of less than 3.5x.  A gross margin
of 22.5% and a 15% rise in revenue versus 2008 levels could result
in FFO to debt above 25%.


GOTTSCHALKS INC: Seeks Buyer for Biz; Lead Bid is for GOB Sales
---------------------------------------------------------------
Gottschalks Inc., has obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to auction off its assets of
business on March 30.  According to Bloomberg's Bill Rochelle, the
company hopes that a bidder offers a going concern transaction,
i.e., a proposal to keep the business intact.

However, according to the report, a group of liquidators have made
the first bid.  Steven Church of Bloomberg reported on March 10
that Gottschalks have signed a deal with liquidators who have
guaranteed an 85% return on the cost of the inventory, but the
deal is still subject to higher and better offers.

Judge Kevin Carey said the bidding process was designed to
encourage a going concern sale.

Gottschalks, however, will push through with the liquidation if no
buyer emerges by March 30.

Bankruptcy Law360 reports that Liberty Mutual Insurance Co. has
objected to the proposed asset sale of Gottschalks.  Liberty
Mutual, according to the report, argues that the sale includes the
transfer of a property insurance policy without Liberty's
permission.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com-- is a regional
department store chain, currently operating 58 department stores
and three specialty apparel stores in six western states.
Gottschalks offers better to moderate brand-name fashion apparel,
cosmetics, shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., will serve as the Debtors' co-counsel.  The Debtors selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts as of Jan. 3, 2009.


GREEKTOWN CASINO: Says Market Share Rose Almost 1% in Past Month
----------------------------------------------------------------
Greektown Casino-Hotel officials reported that market share
increased from January 2009 to February 2009 by nearly one% and
represents the first market share increase for the property since
September 2008.  Greektown Casino also showed positive year-over-
year February revenue numbers, with an increase of 1.89%, in
relation to February 2008.  February 2009 revenue is the highest
for the Company since it filed for bankruptcy in May 2008.  In
addition, the company is also exceeding internal financial
projections and expected hotel occupancy rates.

"Our numbers are positive compared to last year and that
represents a great new beginning for Greektown.  The market share
increase from last month to this month indicates signs of a
positive trend.  The Fine Point Group was selected to turn this
property around, and while we are a long way from being out of the
woods, we are excited about the new momentum and are looking
forward to continued progress," said Randall A. Fine, Managing
Director of The Fine Point Group and soon to be Chief Executive
Officer of Greektown Casino-Hotel pending regulatory approvals.

In recent weeks, Greektown Casino-Hotel embarked on a new
marketing program including hotel incentives for players, a
starting room rate of just $99, several casino promotions with
chances to win a "life changing" amount of money such as "Spin to
Win $1 Million" and "Sure Win Hot Seat."

"While the revenue numbers look great, anyone can grow the topline
if they lose focus on profitability.  At Greektown, we are also
exceeding all of our internal profitability projections and goals
-- by 30% in January and 80% in February.  The new hotel tower is
doing great as well, with 60% weekday and 80 to 100% occupancy on
weekends.  We're pushing an aggressive marketing campaign and
we've begun to see positive numbers as a result.  We are going to
show the people of Detroit that no one will work harder for their
business," said Mr. Fine.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

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


GREENBRIER COMPANIES: Moody's Cuts Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service has lowered the debt ratings of The
Greenbrier Companies; the corporate family rating was downgraded
to B3 from B1.  Greenbrier's Speculative Grade Liquidity Rating
was also changed to SGL-4 from SGL-3.  The ratings outlook is
negative.

The lower ratings primarily reflect a weakening in Greenbrier's
credit metrics, as rapid industry-wide deterioration in rail car
demand is expected to negatively impact the company's financial
performance, its rail car manufacturing segment in particular.  In
addition, Moody's is concerned that the visibility of Greenbrier's
revenues, which has typically been a supporting factor to the
rating, may substantially deteriorate with any potential
cancellations or delays on deliveries relating to an important
tank car contract with General Electric Railcar Services
Corporation.  Because of these developments, Moody's believes that
the weaker operating results that are likely to ensue could place
pressure on the company's ability to meet financial covenants
prescribed under its bank credit facilities.  However, ratings are
supported by longer-term benefits provided by the company's
sizeable cash-generative rail car lease segment, a rail car repair
business that has been less impacted by weak demand conditions in
the railroad sector, as well as by contributions from its marine
barge manufacturing business.

Greenbrier's Speculative Grade Liquidity Rating of SGL-4 reflects
Moody's assessment of a weak current liquidity profile.  The
company carries only modest cash balances, and is projected to
generate only moderately-positive free cash flow levels over the
near term, as sales levels decline with lower demand for rail
cars.  If the recessionary economic environment affecting
Greenbrier's customers deepens in 2009, Moody's believes that free
cash flow could diminish or become negative as rail car deliveries
are further reduced.  The company is highly reliant on its credit
facilities to cover volatile quarterly working capital
requirements, and the cushion to financial covenants is estimated
to be tight over the near term.

The negative outlook reflects Moody's expectations that operating
margins, manufacturing in particular, will remain weak through the
industry downcycle.  This will likely constrain the company from
improving credit metrics materially over the near term, and will
limit the degree to which the company can repay debt over this
time, while compliance with financial covenants will remain a
concern.  Moody's expects that railcar demand will remain soft
through 2009, reflecting the depth and duration of the current
economic downturn in North America.

The ratings could be downgraded if it becomes apparent that the
company is likely to breach financial covenant limits prescribed
in it credit facilities, especially as such covenant ratios
tighten in 2009.  In addition, the rating could be pressured down
if Greenbrier's backlog is significantly reduced due to the
cancellation or restructuring of contracts with key customers.  If
EBIT to Interest falls below 1.0 time, or if the company generates
negative free cash flow with diminishing access to liquidity
sources during the current cyclical downturn the rating could also
be pressured downward.

The outlook could be stabilized if Greenbrier demonstrates ample
cushion to financial covenants over the near term.  Moreover,
sustained EBIT to Interest above 1.3 times range and demonstration
of modestly positive free cash flow generation throughout the
industry downturn would also be important factors to stabilizing
the outlook.

Downgrades:

Issuer: Greenbrier Companies, Inc. (The)

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Probability of Default Rating, Downgraded to B3 from B1

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Caa1 from B3

The last rating action was on December 12, 2008 when the ratings
outlook was changed to negative from stable.

The Greenbrier Companies manufacture railroad freight cars, with
particular strength as the leading producer of intermodal flat
cars, and also repairs railroad freight cars and provide wheels
and various car parts.  Greenbrier owns a portfolio of 9,000
railcars, which it leases to third parties, and provides a range
of management services for approximately 137,000 other railcars.


GREENBRIER COS: S&P Corrects Previous Rating Press Release
----------------------------------------------------------
Standard & Poor's Ratings Services' headline on The Greenbrier
Cos. Inc. release published on March 9, 2009, included an
incorrect rating.  This has been corrected.

S&P 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 S&P's 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.


GREENSHIFT CORP: Terminates Equity Capital Contribution Agreement
-----------------------------------------------------------------
Greenshift Corporation Chief Executive Officer Kevin Kreisler
disclosed in a regulatory filing dated March 6, 2009, that
although the Company is otherwise in compliance with the ECCA
Agreement, the ECCA Agreement is terminated.

The Troubled Company Reporter reported on February 6, 2009, that
Effective January 30, 2009, GreenShift Corporation entered into a
First Amendment to Membership Interest Purchase and Equity Capital
Contribution Agreement.  The other parties to the ECCA Agreement
include:

   -- GS COES (Adrian I), LLC, a newly formed GreenShift
      subsidiary;

   -- Biofuel Industries Group, LLC, a Michigan limited liability
      company that was purchased by GreenShift in 2008;

   -- GS (NextDiesel I), LLC, a newly formed GreenShift
      subsidiary; and,

   -- CleanBioenergy Partners,  LLC, a Delaware limited
      liability company, a newly formed joint venture company
      owned by two members: one is a subsidiary of GE Energy
      Financial Services, a unit of General Electric Company, and
      the other member is a subsidiary of YA Global Investments,
      L.P., a private investment firm managed by Yorkville
      Advisors, LLC.

The ECCA Agreement was signed on December 11, 2008.  Under the
terms of the ECCA Agreement, CleanBioenergy agreed to invest up to
$38 million in GS NextDiesel to help deploy 12 corn oil extraction
facilities and to double the capacity of GreenShift's 10 million
gallon per year Michigan-based NextDiesel biodiesel refinery to 20
million gallons per year.  The ECCA Agreement provides that 70% of
the membership units in GS NextDiesel will be issued to
CleanBioenergy, and that the remaining 30% of the membership units
will be issued to GS Adrian.  At the time of the initial
contribution of cash by CleanBioenergy, GreenShift will contribute
to GS NextDiesel all of its existing COES Facilities and its
membership interest in BIG.  Thereafter, CleanBioenergy will
continue to make cash contributions as additional COES Facilities
reach specified production thresholds.  The ECCA Agreement
originally provided that CleanBioenergy could terminate the ECCA
Agreement if the Initial Equity Contribution Date had not occurred
by January 30, 2009.  The Amendment extended that date to March 2,
2009.

                   About GreenShift Corporation

Headquartered in New York, GreenShift Corporation (OTC BB: GERS)
-- http://www.greenshift.com/-- develops and commercializes
clean technologies that facilitate the efficient use of natural
resources.  The company accomplishes this by developing and
integrating new technologies into existing agricultural
production facilities, by selling equipment and services based on
those technologies, and by using those technologies to directly
produce and sell biomass-derived oils and fuels.  The company
currently owns and operates five production facilities -- three
corn oil extraction facilities based on its patented and patent-
pending corn oil extraction technologies, one biodiesel production
facility based on its patent-pending biodiesel production
technologies, and one vegetable oilseed crushing facility based on
conventional process technology.

                          *     *     *

"The company had a working capital deficit of $56,299,852 at
September 30, 2008, which includes $3,979,437 in purchase
obligations, $9,004,018 in amounts due to the prior owners of our
oilseed crush facility, $11,977,824 in convertible debt, and
$1,572,068 in related party debt.  These matters raise substantial
doubt about the Company's ability to continue as a going concern,"
Kevin Kreisler, chief executive officer, and Edward R. Carroll,
chief financial and accounting officer, disclosed in a regulatory
filing dated November 19, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $71.1 million, total liabilities of
$97.3 million, and minority interest of $1.1 million, resulting in
total stockholders' deficit of $27.3 million.


GREENSHIFT CORP: Issues 55.2 Million Shares to 3 Investors
----------------------------------------------------------
Greenshift Corporation Chief Executive Officer Kevin Kreisler
disclosed in a regulatory filing dated March 6, 2009, that during
the period from January 2009 through March 5, 2009, GreenShift
issued 55,211,905 shares of its common stock.  There are now
150,356,886 shares of common stock outstanding.

According to Mr. Kreisler, the 55,211,905 shares were issued in
separate transactions with three investors, each of whom exercised
its right to convert derivative securities issued by GreenShift in
prior periods.  The issuances were exempt from registration under
Section 5 of the Securities Act by reason of Section 4(2) of said
Act, as the investors were sophisticated, were given access to
information about GreenShift, and had taken the securities for
investment. There were no underwriters.

Headquartered in New York, GreenShift Corporation (OTC BB: GERS)
-- http://www.greenshift.com/-- develops and commercializes
clean technologies that facilitate the efficient use of natural
resources.  The company accomplishes this by developing and
integrating new technologies into existing agricultural
production facilities, by selling equipment and services based on
those technologies, and by using those technologies to directly
produce and sell biomass-derived oils and fuels.  The company
currently owns and operates five production facilities -- three
corn oil extraction facilities based on its patented and patent-
pending corn oil extraction technologies, one biodiesel production
facility based on its patent-pending biodiesel production
technologies, and one vegetable oilseed crushing facility based on
conventional process technology.

                          *     *     *

"The company had a working capital deficit of $56,299,852 at
September 30, 2008, which includes $3,979,437 in purchase
obligations, $9,004,018 in amounts due to the prior owners of our
oilseed crush facility, $11,977,824 in convertible debt, and
$1,572,068 in related party debt.  These matters raise substantial
doubt about the Company's ability to continue as a going concern,"
Kevin Kreisler, chief executive officer, and Edward R. Carroll,
chief financial and accounting officer, disclosed in a regulatory
filing dated November 19, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $71.1 million, total liabilities of
$97.3 million, and minority interest of $1.1 million, resulting in
total stockholders' deficit of $27.3 million.


HAWAIIAN TELCOM: Court Okays Klehr Harrison as Co-Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has
authorized Hawaiian Telcom, Inc., and its debtor affiliates to
employ Klehr, Harrison, Harvey, Branzburg & Ellers LLP, as their
co-counsel, nunc pro tunc to the Petition Date.

No objections were asserted against the Debtors' application.

Robert F. Reich, the Debtors' senior vice president, chief
financial officer, and treasurer, has told the Court that the
Debtors have selected Klehr Harrison because of the firm's
extensive experience and knowledge of debtors' and creditors'
rights, business reorganizations and liquidations under Chapter
11.  The Firm's services, he maintains, are necessary to enable
the Debtors to execute faithfully their duties as debtors-in-
possession.

As co-counsel to the Debtors, Klehr Harrison will:

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

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

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

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

Klehr Harrison will bill the Debtors according to the firm's
customary hourly rates.  The Firm will also be reimbursed for its
actual and necessary expenses.  The Firm reserves the right to
adjust the billing rates from time to time, in the ordinary
course of its representation of the Debtors.

Mr. Reich has disclosed that Klehr Harrison holds a $150,000
retainer, which secures payment of the Debtors' obligations
during their Chapter 11 cases.  The Debtors have proposed that the
Retainer be treated as an evergreen retainer, to be held by Klehr
Harrison as security throughout the Chapter 11 cases, until its
fees and expenses are awarded by a final Court order.

On November 30, 2008, Klehr Harrison applied for $64,250 of the
Retainer.  That amount represents a good faith estimate of the
prepetition fees and expenses, including those already recorded
and those not yet recorded in the firm's billing system.

Domenic E. Pacitti, Esq., a partner at Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, attests that his firm is a "disinterested
person," as the term is defined under Section 101(14) of the
Bankruptcy Code.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HAWAIIAN TELCOM: Gets Court OK to Tap Deloitte as Auditors
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii has
authorized Hawaiian Telcom, Inc., and its debtor affiliates to
employ Deloitte & Touche LLP, as their independent auditors, nunc
pro tunc to January 8, 2009.

As reported by the Troubled Company Reporter on March 3, 2009, as
independent auditors, Deloitte will perform financial statement
audits in accordance with the standards of the Public Company
Accounting Oversight Board.  Deloitte is expected to express an
opinion on the fairness of the presentation of the Debtors'
financial statements for the year ended December 31, 2008, in
conformity with the accounting principles generally accepted in
the United States of America.  Deloitte professionals may render
additional related services appropriate and necessary for the
Debtors' benefit, in order to maximize the value of their estates.

The services of the Deloitte professionals will be paid in
accordance with the firm's hourly rates:

           Title                        Hourly Rate
           -----                        -----------
           Partner/Director             $375 - $450
           Senior Manager               $300 - $375
           Manager                      $250 - $300
           Senior                       $200 - $250
           Staff                        $150 - $200

The firm will also be reimbursed for actual and necessary
expenses it incurs or has incurred for the Debtors' benefit.

Paul Higo, a partner at Deloitte & Touche, attests his firm does
not hold or represent an interest adverse to the Debtors' estates,
and is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Tiffany Carroll, the Acting United States Trustee for Region 15,
tried to block approval of the request, arguing that the Deloitte
Retention Application includes a restriction against the award of
punitive or exemplary damages under any circumstances.  She said a
limitation on damages is outside the bounds of public policy, thus
the request must be denied.  The U.S. Trustee also sought
additional details regarding Deloitte's disclosed relationships,
and reserves her right to object until the receipt of the
requested information.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HAWAIIAN TELCOM: Lenders Agree to Continued Cash Collateral Use
---------------------------------------------------------------
Hawaiian Telcom, Inc., and its debtor affiliates have cut a deal
with its prepetition secured lenders regarding the Debtors'
continued use of the lenders' cash collateral.

At a February 26, 2009 hearing, Judge Lloyd B. King of the U.S.
Bankruptcy Court for the District of Hawaii directed the counsel
of the Prepetition Lenders to confer with the Debtors on a
modified provision of the Final Cash Collateral Order to address
the concerns of the Court regarding the automatic stay.

The Parties subsequently agreed to an extension of the Debtors'
use of the cash collateral beyond February 28, 2009, with the
same adequate protection currently provided to apply to the
Prepetition Lenders, provided that the terms of adequate
protection no longer include cash payments equal to postpetition
interest.  The Parties' agreement was noted in the minutes of a
February 27 hearing in the court dockets.

The Debtors then submitted to the Court on February 27 a proposed
first extension order with respect to the Final Cash Collateral
Order.

The Proposed First Extension Order reflects modifications to the
terms of the adequate protection payments and the automatic stay,
among other things:

  A. Adequate Protection Payments.  The Debtors will pay to the
     Prepetition Agent on an ongoing basis:

        (i) The current cash payment of interest at the non-
            default rates at the times provided for in the
            Prepetition Credit Agreement; provided, however,
            that during the period from March 1, 2009, up to and
            including April 30, 2009 or First Extension Period,
            those obligations will be satisfied by:

              -- payment of cash interest calculated at the non-
                 default rates with respect to $300 million of
                 the outstanding Senior Secured Debt; and

              -- the deemed payment of interest with respect to
                 the balance of the outstanding Senior Secured
                 Debt, with the amount being included in the
                 Senior Secured Debt.

            Each payment is without prejudice to the Prepetition
            Secured Parties' rights to assert entitlement to
            payment or accrual of interest at the default rates
            of interest as provided for in the prepetition
            financing documents during the First Extension
            Period or any subsequent period up to and including
            the extended date on the Prepetition Loan;

       (ii) Upon entry of the First Extension Order, cash
            payments equal to all accrued and unpaid non-default
            rate interest, fees and expenses then owing with
            respect to the Prepetition Loans or provide for in
            the Prepetition Financing Documents; and

      (iii) From time to time after the Petition Date, the
            current cash payment of documented fees and expenses
            as and when due and payable under the Prepetition
            Financing Documents, including the documented
            fees and expenses of legal counsel and other
            professionals retained by the Prepetition Secured
            Parties.

     All the amounts will be paid regardless of whether those
     amounts accrued before or after the Petition Date and will
     be paid without further motion, fee application or order
     of the Court, provided, however, that the Debtors, the
     U.S. Trustee for Region 15, the Official Committee of
     Unsecured Creditors and the Noteholders will have the
     right to object to the payment of any amounts.

     The Adequate Protection Payments will be subject to any
     parties' rights to seek recharacterization of those
     payments as payments in satisfaction of principal amounts
     due under the Prepetition Financing Documents; provided,
     moreover, that the Prepetition Agent will distribute those
     amounts to the Prepetition Secured Parties, including the
     other secured parties, in accordance with the Prepetition
     DIP Financing Documents.

  B. Modification of the Automatic Stay.  Upon the occurrence
     and during the continuation of a Termination Event and upon
     motion of the Prepetition Secured Parties pursuant to
     Section 362 of the Bankruptcy Code, and upon three-day
     notice to (i) the Debtors; (ii) the Prepetition Agent;
     (iii) the Committee; (iv) the Noteholders; (v) the Other
     Secured Parties; (vi) the Special Deputy Attorney General,
     on behalf of (x) State of Hawaii, Department of the
     Attorney General, (y) State of Hawaii Consumer Advocate,
     Department of Commerce and Consumer Affairs, and (z) the
     Hawaii Public Utilities Commission; and (viii) the United
     States Department of Justice, the Court will conduct a
     hearing to consider the request of the Prepetition Secured
     Parties to:

        (i) set off and apply immediately any and all amounts
            in accounts maintained by the Debtors with any
            Prepetition Secured Parties against the Adequate
            Protection Payments and enforce rights against the
            Collateral in the possession of any of the
            Prepetition Secured Parties for application towards
            the Adequate Protection Payments; and

       (ii) take any other actions or exercise any other rights
            or remedies permitted under the First Extension
            Order or applicable law to effect the repayment and
            satisfaction of the Adequate Protection Payments,
            with the Prepetition Secured Parties being deemed to
            have satisfied the burden of proof; provided,
            however, that, the Prepetition Secured Parties will
            be entitled to declare all Adequate Protection
            Payments to be immediately due and payable.  The
            rights and remedies of the Prepetition Secured
            Parties are cumulative and not exclusive of any
            rights or remedies that they may otherwise have.

  C. Bridge Use of Cash Collateral.  The Debtors will have use
     of Cash Collateral for a three-day period after notice of
     a Termination Event is served to them.

A full-text copy of the Proposed First Extension Order is
available for free at:

   http://bankrupt.com/misc/HawTel_Prop1stExtCashCollOrd.pdf

The Court has yet to sign a final order, approving the parties'
agreement with respect to the use of cash collateral.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HEARST CORP: Post-Intelligencer to Become Online-Only Publication
-----------------------------------------------------------------
Shira Ovide at The Wall Street Journal reports that Hearst Corp.'s
Seattle Post-Intelligencer newspaper will become an online-only
publication.

According to WSJ, Hearst said on January 9, 2009, that the company
would take 60 days to decide whether to sell Post-Intelligencer,
convert it into a Web site, or close it down.

Some journalists in Post-Intelligencer have been offered in recent
days about working for an online-only publication, the report
says, citing newspaper employees.  WSJ relates that staffers said
that many of those offered to work for the online-only newspaper
are young and have experience blogging and covering breaking news.

WSJ relates that Hearst said it lost about $14 million on Post-
Intelligencer in 2008.  Newspapers, according to WSJ, make 90% of
their revenue from selling print advertisements.  The report
states that staff sizes would likely have to be cut steeply to
match the expected revenue falloff.

WSJ says that Hearst hasn't disclosed when it would stop the Post-
Intelligencer print edition, but reporters working on stories
about the paper's history for a possible final version of the
newspaper have been told to submit stories by the end of the week.

                     About Hearst Corporation

Hearst Corporation -- http://www.hearst.com/-- is a diversified
communications company.  Its major interests include 16 daily and
49 weekly newspapers, including the Houston Chronicle, San
Francisco Chronicle and Albany Times Union; as well as interests
in an additional 43 daily and 72 non-daily newspapers owned by
MediaNews Group, which include the Denver Post and Salt Lake
Tribune; nearly 200 magazines around the world, including
Cosmopolitan and O, The Oprah Magazine; 28 television stations
through Hearst-Argyle Television which reach a combined 18% of
U.S. viewers; ownership in leading cable networks, including
Lifetime Television, A&E Television Networks, The History Channel
and ESPN; as well as business publishing, Internet businesses,
television production, newspaper features distribution and real
estate.


HERBST GAMING: Reach Agreement with Lenders for Ch. 11 Plan
-----------------------------------------------------------
Liz Benston at Las Vegas Sun reports that Herbst Gaming said that
it has reached an agreement with lenders to file for Chapter 11
bankruptcy protection and split the Company in two.

Herbst Gaming has reached agreement with lenders holding
approximately 68% of the loans under its Senior Credit Facility on
a financial restructuring plan.  Under the proposed restructuring
plan, all operations of the company will continue under current
management on a "business as usual" basis throughout the
restructuring process.  The proposed restructuring plan allows for
continued timely payments to vendors under normal trade terms, as
currently being made, without interruption.

"All of our casinos and the route business are generating positive
EBITDA, even in the current challenging economic environment,"
said Troy Herbst, Chief Executive Officer of Herbst Gaming.  "Our
problem is a balance sheet issue; we have more debt than our
operations can support.  This agreement with our bank lenders is
designed to resolve our balance sheet problem by restructuring our
debt."

Given the size and complexity of the company and its debt
structure, the company and its financial advisors have determined
that the most effective means to implement the plan will be
through pre-arranged Chapter 11 filings by the company and certain
of its subsidiaries, which are expected to take place shortly.
The company expects that the Chapter 11 cases will move through
the bankruptcy court system expeditiously.

"To ensure that all of our operations continue to operate normally
throughout this process, the proposed restructuring plan provides
that all vendors would be paid on the same current terms on which
they presently are being paid for all goods and services provided
to Herbst Gaming, including goods and services provided
immediately prior to the contemplated Chapter 11 filing," Mr.
Herbst said.

Under the terms of the proposed restructuring plan, the company's
casino and slot route business will be separated into two holding
companies.  The plan provides that the Herbst family will receive
90% of the new equity in the new slot route company in exchange
for the contribution of a new gaming device license agreement.

The restructuring plan also provides for conversion of all the
company's outstanding obligations under its Senior Credit Facility
(currently approximately $847 million plus accrued and unpaid
interest) into debt and equity of the reorganized companies, with
the bank lenders receiving 100% of the new equity of the
reorganized casino company and the reorganized casino company
owning 10% of the new equity in the new slot route business.

Additionally, the plan provides for termination of all outstanding
obligations under the company's 8.125% Senior Subordinated Notes
and 7% Senior Subordinated Notes ($330 million, plus accrued and
unpaid interest), as well as the cancellation of all existing
equity in the company.

Consummation of the proposed restructuring plan is subject to,
among other things, the confirmation of a Chapter 11 plan of
reorganization by the U.S. Bankruptcy Court and approval by gaming
regulators in Nevada, Missouri and Iowa.

"My brothers and I want to say how pleased we are that we are able
to resolve the company's financial issues in a way that helps to
protect the jobs of our valued employees, ensures that all our
loyal vendors will be paid fully, and that all our casinos and
route operations will continue to function on a 'business as
usual' basis throughout the restructuring process. Neither our
customers or vendors should experience any impact from our planned
financial restructuring and change of ownership of the casino
businesses," Mr. Herbst concluded.

Herbst's route business owns and operates more than 6,800 gaming
machines located in grocery stores, drug stores, convenience
stores, bars and restaurants throughout the state of Nevada.

The casino business owns and operates 12 casinos in Nevada, two in
Missouri, and one in Iowa, employing a total of 5,400 people.

                       About Herbst Gaming

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The company owns and operates approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1,021,956 and total liabilities of $1,241,937, resulting in a
stockholders' deficit of $219,981.

For three months ended Sept. 30, 2008, the company posted net loss
of $22,399 compared with net loss of $28,897 for the same period
in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $101,252 compared with net loss of $34,115 for the same period
in the previous year.

At Sept. 30, 2008, the company has $110.4 million in cash and cash
equivalents.  The company has fully drawn its revolving line of
credit, and the commitments of its lenders have been terminated
under the amended Credit Agreement.   As a result of the Notice of
Acceleration, the company is prohibited from making interest or
other payments related to its Subordinated Notes, including the
interest payments that are past due and that are due in November
and December 2008.


HOST HOTELS: Moody's Affirms 'Ba1' Senior Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Host Hotels & Resorts' Ba1
senior unsecured debt rating.  The outlook remains stable.

The Ba1 senior unsecured debt rating reflects the REIT's strong
asset quality, strengthened operator diversification, a large
unencumbered asset pool and current moderate leverage (4.1X at
12/31/08, defined as net debt to EBITDA).  These positive aspects
are offset by the cyclicality and high fixed costs associated with
the lodging industry, and the resulting cash flow and profit
volatility.  Moody's expects Host Hotels EBITDA to decline
significantly during 2009 as a result of difficulties in the
broader economy.  However, Moody's noted that the REIT's current
rating and stable outlook are supported by Host Hotels' balance
sheet which should enable it to adequately absorb the expected
operating pressures.  In addition, Host Hotels also has adequate
liquidity to meet its near-term debt obligations.

Moody's indicated that a rating upgrade, which would be unlikely
in the current economic environment, would be predicated upon
sustained fixed charge coverage closer to 2.5X (inclusive of cap
ex), sustained net debt to recurring EBITDA (excluding restricted
cash) below 4.0X, secured debt below 10% of gross assets, and
maintaining top operator concentration closer to 40%.  The ratings
would experience negative pressure should fixed charge coverage
slip below 1.5X and net debt to recurring EBITDA exceed 6.0X on a
sustained basis.

Moody's last rating action with respect to Host Hotels & Resorts,
Inc. was on October 16, 2006, when Moody's upgraded the ratings of
Host Hotels & Resorts, Inc. and Host Marriott, L.P. (senior debt
to Ba1), with a stable outlook.

These ratings were affirmed:

  * Host Hotels and Resorts, Inc. -- senior unsecured debt at Ba1,
    with these rated bonds being obligations of Host Marriott,
    L.P.; industrial revenue bonds at Ba1, with these bonds being
    obligations of Host Marriott, L.P.; preferred stock at Ba2;
    preferred stock shelf at (P)Ba2.

  * Host Marriott, L.P. -- senior unsecured debt at Ba1; senior
    unsecured shelf at (P)Ba1.

Host Hotels and Resorts, Inc. is a REIT headquartered in Bethesda,
Maryland, USA, that owns upscale and luxury full-service hotels
and resorts operated primarily under premium brands, such as
Marriott, Starwood, Ritz-Carlton and Hyatt.  The REIT, the largest
in the lodging REIT sector, owns or holds controlling interest in
approximately 127 lodging properties.


INVESTMENT EQUITY: Proposes Owners' Backing; Plan Hearing April 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
Investment Equity Holdings, LLC's disclosure statement explaining
its First Plan of Reorganization.  The Debtor may now proceed to
the confirmation process for the Plan.

The hearing to consider the confirmation of the Plan will be held
at the Bankruptcy Court, 230 N. First Ave. Room 703, Phoenix
Arizona, on April 14, 2009, at 9:00 a.m.  Objections to the Plan
are due five business days prior to the confirmation hearing.

                         Terms of the Plan

As reported in the Troubled Company Reporter on December 12, 2009,
the Debtor has retained Technical Solutions to complete the re-
zoning of its undeveloped 30-acre Glendale, Arizona property from
PAD to C-2.  The Debtor also has had discussions with the City of
Glendale who has shown interest in the project.

Potential investors have been invited to acquire a percentage of
interest or a percentage thereof, in the reorganized debtor.
These proceeds, in conjunction with the Property's revenues will
provide the necessary funds to Debtor to pay creditors under the
Plan.  Pursuant to the Plan, the reorganized Debtor will continue
to be managed by Dale Dowers and David Inman.

The Plan provides that holders of unsecured claims, classified
under Class 8, will be paid in an amount equal to 100% of their
allowed claims within 180 days of the completion of the re-zoning
of the Property.

Holders of claims of higher priority in Classes 1 to 7 will also
recover 100 cents on the dollar for their claims.  Holders of
priority tax claims -- which excludes ad valorem taxes -- and
secured claimant Home National Bank will be paid within 30 days of
completion of the re-zoning of the property.  Ad valorem real
property tax claimant Maricopa County, and secured claimant
Investment Equity Development of Arizona will be paid within 60
days of completion of the re-zoning.

Equity holders, classified under Class 9, will retain their
current percentage of interest or a portion thereof by becoming
participating investors.  They will be allowed to contribute to
the substantial capital required to fund the Plan or make capital
improvements for the Debtor as allowed by the Debtor's Board of
Directors.

Class 10, which consist of claims of all contingent, unliquidated
and disputed claims, will receive no distribution under the Plan.
Class 11, which consists of the claims of participating investors,
may be required to contribute substantial capital to fund the Plan
or make capital improvement to the subject property.

A full-text copy of the First Plan of Reorganization is available
for free at:

              http://researcharchives.com/t/s?360b

A full-text copy of the First Disclosure Statement is available
for free at:

              http://researcharchives.com/t/s?360c

                    About Investment Equity

Headquartered in Las Vegas, Nevada, Investment Equity Holdings,
LLC operates a real estate business.  The company filed for
Chapter 11 protection on Sept. 9, 2008 (Bankr. D. Ariz. Case No.
08-11956).  Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC,
reresents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,000,000, and total debts of $9,561,514.


ION GEOPHYSICAL: S&P Downgrades Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on ION Geophysical Corp. to 'B' from
'BB-'.  The outlook is negative.  Following the recent drawdown of
its revolver in February 2009, ION has $348 million of debt,
adjusted for operating leases and product warranties.

"The rating action reflects our concerns regarding ION's current
liquidity position and limited cushion under its covenants," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulus.  "As of
Feb. 27, 2009, ION has approximately $50 million in cash, which
S&P expects to decline and consider insufficient for the rating."
At the same time, the company's calculation under its debt to
EBITDA ratio was 1.97x for 2008 versus a maximum ratio of 2.25x,
thereby providing very little headroom under the covenants.  Given
further deterioration in end markets, S&P expects the cushion to
tighten.  ION reported poor fourth-quarter revenues due to weak
North American and Russian land seismic markets resulting in 2008
revenues being almost 20% lower than anticipated.  As ION
continues to face a weakening seismic market given the decline in
commodity prices and as exploration and production companies cut
back on their capital budget, S&P expects its operations to
weaken.      The rating on ION reflects a vulnerable business risk
profile, which is based on its exposure to volatile and cyclical
seismic data acquisition end markets and its small scale compared
with direct competitors, limited liquidity, and a stringent
covenant package associated with its bank facilities.  These
weaknesses are somewhat offset by low debt leverage and limited
capital requirements.

ION provides seismic data recording equipment, processing
software, and data collection and interpretation services.
Customers are primarily seismic data acquisition companies and oil
and gas exploration and production companies, both of which
markets have pulled back dramatically in the weak commodity cycle.
Standard & Poor's Ratings Services views the equipment business as
somewhat less volatile than the data acquisition sector, but it is
nonetheless unpredictable.

The negative outlook is based on S&P's expectation that the
seismic market will continue to weaken through 2009 as E&P
companies cut back their spending.  This would likely decrease
ION's liquidity and tighten the covenant cushion.  S&P could
consider a downgrade if there is a significant deterioration in
the seismic market from current conditions.  Tightening liquidity
or tight headroom under the total debt to EBITDA covenant of
2.25x, would also pressure he ratings.  An outlook revision to
stable would be considered if the sector recovers and the company
continues to generate strong EBITDA on a sustained basis,
therefore increasing liquidity and increasing headroom under
covenant requirements.


ISOTONER CORP: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Cincinnati-based, totes Isotoner Corp. by one notch, including the
corporate credit rating, which S&P lowered to 'B-' from 'B'.  The
company is a marketer and distributor of umbrellas, gloves,
rainwear, and other weather-related accessories.  S&P removed all
ratings from CreditWatch, where they were placed with negative
implications on Dec. 9, 2008, following totes' weaker-than-
expected operating performance for the quarter ended Oct. 31,
2008, and the resulting tighter covenant cushion levels.  The
outlook is negative. Total adjusted debt outstanding at Jan. 31,
2009, was about $248 million.

S&P also lowered the bank loan rating on the company's
$135 million first-lien term loan to 'B-' (the same level as the
corporate credit rating) from 'B', and S&P revised the recovery
rating on the loan to '4', from '3'.  The '4' recovery rating
indicates the expectation of average (30%-50%) recovery in the
event of a payment default.  Concurrently, S&P lowered the bank
loan rating on the $55 million second-lien term loan to 'CCC' from
'CCC+', while the recovery rating on the loan remains unchanged at
'6', indicating the expectation of negligible (0-10%) recovery in
the event of a payment default.

"The downgrade reflects the company's weakening credit protection
measures,' said Standard & Poor's credit analyst Bea Chiem, "and
S&P's concern about its ability to maintain adequate cushion on
its financial covenants for the remainder of the fiscal year
ending July 31, 2009."  During the six months ended Jan. 31, 2009,
totes' revenues declined slightly, yet were 7% lower than planned.
Pro forma latest-12-month EBITDA for the 12 months ended Jan. 31,
2009, declined by about 20% as compared with the year ended July
31, 2008, primarily because of lower sales volumes in wholesale
classic and retail primarily in North America and increases in
operating expenses.  As a result of weaker operating performance,
leverage increased to 7.2x for the 12 months ended Jan. 31, 2009,
from 5.4x in 2008 and covenant cushion levels continued to
tighten. S&P expects totes' first-lien leverage covenant to step
down to 6.5x from 6.75x and second-lien leverage steps down to 7x
from 7.25x during the fourth quarter ending
July 31, 2009.  "S&P believes that totes may continue to
experience weak operating performance amid the soft retail
environment in North America and Europe," said Ms. Chiem, "which
could affect its ability to improve its highly leveraged financial
profile and meet its financial covenants."


J CREW: Posts $13.5 Million Loss in Fourth Quarter 2008
-------------------------------------------------------
J. Crew Group, Inc., has released financial results for the three
months (fourth quarter) and fiscal year ended January 31, 2009
(fiscal 2008).

Fourth Quarter

Revenues decreased 3% to $388.0 million.  Store sales (Retail and
Factory) decreased 3% to $252.0 million, with comparable store
sales decreasing 13%.  Comparable store sales increased 4% in the
fourth quarter of fiscal 2007.  Direct sales (Internet and Phone)
decreased 2% to $123.0 million.  Direct sales increased 11% in the
fourth quarter of fiscal 2007.

Gross margin decreased to 27.6% of revenues from 41.3% of revenues
in the fourth quarter of fiscal 2007.  The decrease in gross
margin is primarily due to increased markdowns and promotional
selling activities.

Operating income (loss) decreased to ($20.4 million), or (5.3%) of
revenues, compared with $43.3 million, or 10.8% of revenues, in
the fourth quarter of fiscal 2007.  Operating loss in the fourth
quarter of fiscal 2008 includes non-cash asset impairment charges
of approximately$2.1 million related to under performing stores.

Net income (loss) in the fourth quarter of fiscal 2008 was
($13.5 million), or ($0.22) per share, and includes the impact of
non-cash asset impairment charges of approximately $0.02 per share
related to under performing stores.  Net income was
$25.0 million, or $0.39 per diluted share, in the fourth quarter
of fiscal 2007.

Millard Drexler, J. Crew's Chairperson and CEO said, "We are
disappointed with our fourth quarter operating results.  Our
mission, day after day, is to adjust to this new, not fun, retail
reality, while not compromising our long term strategy and
integrity.  We believe the actions we are taking, our focus on
quality products and customer service, along with our strong
balance sheet, will position us well for when the environment
eventually improves."

Fiscal 2008

Revenues increased 7% to $1,428.0 million.  Store sales (Retail
and Factory) increased 7% to $974.3 million, with comparable store
sales decreasing 4%.  Comparable store sales increased 6% in
fiscal 2007.

Direct sales (Internet and Phone) increased 8% to $408.9 million.
Direct sales increased 22% in fiscal 2007.

Gross margin decreased to 38.9% of revenues from 44.1% of revenues
in fiscal 2007.  The decrease in gross margin is primarily due to
increased markdowns and promotional selling activities in the
fourth quarter.

Operating income decreased 44% to $96.7 million, or 6.8% of
revenues, compared to $172.5 million, or 12.9% of revenues, in
fiscal 2007.

Operating income in fiscal 2008 includes non-cash asset impairment
charges of approximately $2.7 million related to under performing
stores.

Net income for fiscal 2008 was $54.1 million, or $0.85 per diluted
share, and includes the impact of non-cash asset impairment
charges of approximately $0.03 per share related to under
performing stores.  Net income was $97.1 million, or $1.52 per
diluted share in fiscal 2007.

Balance Sheet as of January 31, 2009:

Cash and cash equivalents were $146.4 million at the end of the
fourth quarter and include the impact of voluntary principal
payments of debt of $25.0 million made during fiscal 2008.  Cash
and cash equivalents were $131.5 million at the end of fiscal
2007.

Inventories at the end of the fourth quarter were $187.0 million,
reflecting the impact of 40 net stores opened since the end of
fiscal 2007.  Inventory per square foot increased 7% at the end of
fiscal 2008 compared to the end of fiscal 2007.

Guidance

As the economy has continued to weaken and become more
unpredictable, it has become more difficult to accurately predict
results.  Given the uncertainty surrounding the economic
environment, the Company will suspend providing annual guidance.
The Company will continue to provide guidance on a quarter to
quarter basis.  The Company currently expects first quarter fiscal
2009 diluted earnings per share in the range of $0.07 to $0.12.
The guidance for the first quarter excludes severance and other
one time items.

                        About J.Crew Group

Headquartered in New York City, J.Crew Group Inc. (NYSE: JCG) --
http://www.jcrew.com/-- is a multi-channel retailer of women's
and men's apparel, shoes and accessories.  As of Nov. 24, 2007,
the company operated 198 retail stores (including four crewcuts
and six Madewell stores), the J.Crew catalog business, jcrew.com,
and 61 factory outlet stores.

                          *     *     *

As reported by the Troubled Company Reporter on October 17, 2008,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on New York City-based J. Crew Group Inc.  S&P said
that the outlook is positive.  At the same time, S&P raised the
issue-level rating on subsidiary J. Crew Operating Corp.'s
$285 million secured term loan to 'BB+' from 'BB.'  S&P also
revised the recovery rating on the loan to '1' from '2',
indicating an expectation of very high recovery of principal in
the event of payment default.


JAMES BALLOON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: James A. Balloon
        259 Spruce Street
        Chelsea, MA 02150

Bankruptcy Case No.: 09-11851

Chapter 11 Petition Date: March 7, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: William T. Stevens, Esq.
                  98 North Washington Street, Suite 305
                  Boston, MA 02114
                  Tel: (617) 720-0991
                  Email: wtstevens@rcn.com

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

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

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

The petition was signed by James A. Balloon.


JAY HOSTETTER: Creditors Must File Proofs of Claim by August 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
has set August 25, 2009, as the last day for creditors in Jay
Hostetter's Chapter 11 case to file proofs of claim.

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.


JOHN STOKES: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
The Associated Press reports that John Stokes has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Montana.

According to The AP, Mr. Stokes' bankruptcy filing includes his
two unregistered corporations, Z-600 Inc. and Skyline
Broadcasting.

The AP relates that Mr. Stokes filed for bankruptcy after a jury
ordered him to pay $3.8 million in a defamation case.  The AP
states that in September 2008, a District Court jury in Flathead
County found that Mr. Stokes made malicious statements over the
air against businessmen Davar and Todd Gardner, and ordered him to
pay $1.8 million in actual damages and $2 million in punitive
damages to the Gardners.  According to the report, Mr. Stokes is
appealing the defamation award to the Montana Supreme Court.

John Stokes owns a Kalispell radio station.


JOHNSON CONTROLS: S&P Puts 'BB+' Rating on Proposed Debt Issues
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its
ratings to Johnson Controls Inc.'s proposed debt issuances and its
preliminary ratings to the company's new universal shelf
registration of an unspecified amount of securities.  At the same
time, S&P affirmed its 'BBB' long-term and 'A-2' short-term
corporate credit ratings on the Milwaukee, Wisconsin-based
company.  The outlook is stable.

S&P assigned its 'BB+' rating to JCI's proposed $400 million of
subordinated notes due 2042 (or as early as 2012, upon a
successful remarketing) to be issued as part of $400 million of
equity units.  At the same time, S&P assigned its 'BBB' rating to
JCI's proposed $100 million senior unsecured convertible notes due
Sept. 30, 2012.  Each issue has an overallotment provision to
issue up to an additional 15% of equity units and 15% of
convertible notes.  S&P expects proceeds of the equity units to be
used to repay short-term debt originally incurred for meeting the
company's increased working capital needs.  S&P expects the
proceeds from the remarketing of the mandatory convertible debt in
2012 to be used to repay existing debt outstanding.

The rating on the subordinated notes applies to the company's
obligation to service the debt component, as well as its
obligation to issue common shares under the forward contract that
is linked to these bonds.  S&P is incorporating an element of
equity risk in the rating on these notes because they are being
pledged as collateral for the investors' promise to purchase a
variable number of common shares of JCI's common stock on
March 31, 2012.  As a result, the holders of these units bear the
risk of a lower stock price in the future.  The rating does not
fully address the safety of principal, which will depend on the
future market value of the company's common stock.  The equity
units and associated debt will be given high equity content for
purposes of S&P's analysis and ratio calculations.  The company
will have $4.1 billion in long-term balance sheet debt, pro forma
as of Dec. 31, 2008, at the close of the two transactions.

The corporate credit ratings on JCI reflect its global market
position as a supplier of auto components and building-control
systems,, its good business diversity, and its intermediate
financial risk profile, including consistent free cash flow
generation.  JCI is one of the world's largest providers of
automotive interior components (48% of fiscal 2008 revenue);
building-control systems and heating, ventilation, and air
conditioning equipment (37%); and automotive batteries (15%).

JCI generates most of its automotive interiors revenue from the
original equipment sector, where business conditions are getting
worse because of weak North American auto production volumes, weak
European auto sales, high raw material prices, and automakers'
product mix shifts.  Only somewhat offsetting these auto industry
risks are JCI's good geographic and customer diversity, strong
engineering capabilities, and solid position in the auto interiors
market segment.

JCI's building-efficiency unit is a market leader in providing
building control, energy management, and facility management
systems and services for nonresidential facilities, as well as
HVAC equipment for residential markets.  In the near term, the
building-efficiency segment is being pressured by the U.S. and
European recessions.  Longer term, this segment will likely expand
as demand for energy-efficient solutions in the educational and
institutional building markets increases, over time, at a rate
higher than that for the company's auto products and batteries.

JCI is the largest automotive battery manufacturer in North
America and Europe; most aftermarket sales and demand should be
more stable than those in JCI's other segments.  JCI has sustained
its margins despite high commodity costs for lead by successfully
implementing aftermarket price increases.  The battery market
remains challenged by improved battery life, which extends the
replacement cycle, and the need to develop new battery
technologies such as batteries for hybrid vehicles.

S&P believes continuing global economic challenges for each of
JCI's business segments will lead to a significant decline in the
company's revenues, earnings, and cash flow for fiscal 2009 and
into 2010.  S&P's opinion is based on the rapidly deteriorating
outlook for light-vehicle production in Europe, where S&P expects
auto sales to decline materially in 2009 from the already weak
levels of 2008 and the continuing recession in North America.  S&P
estimates that light-vehicle sales in the U.S. will fall 22% in
2009, year over year, to 10.3 million units.  Also, S&P expects
JCI's building-efficiency business to experience financial
pressure in 2009 and 2010 because of economic weakness in the U.S.
and Europe.

S&P expects JCI's credit measures to be considerably weaker during
fiscal 2009 (ended Sept. 30) compared to historical measures
because of these worsening market fundamentals.  S&P believes the
company's fiscal 2010 financial performance should begin to
improve because of restructuring initiatives and S&P's
expectations for some upward turn in market fundamentals.  At the
'BBB' rating, S&P expects funds from operations to total debt of
about 35% and total adjusted debt to EBITDA of about 2.5x or
better, both within the next two years.  For the 12 months ended
Dec. 31, 2008, these ratios were 30% and 2.5x, respectively, but
S&P expects the ratios to weaken in fiscal 2009 before recovering
in 2010.

The 'A-2' short-term rating reflects JCI's good liquidity and
financial flexibility. JCI had $202 million in cash on the balance
sheet at Dec. 31, 2008, and generates free cash flow.  Operating
liquidity is supported by the commercial paper market that is
backed by an unsecured $2 billion, five-year revolving credit
facility that expires in December 2011.  Borrowings under this
facility should be minimal.

S&P expects JCI's free cash flow to be positive, albeit lower in
the next two years compared with that in 2008 because of reduced
revenues, restructuring cash expenditures, and pension funding.
Business additions, the stable battery market, decent expansion
prospects in building-efficiency control systems, and ongoing cost
reductions will contribute to cash generation.  Future debt
maturities are balanced and spread out over several years.
Material share repurchases are unlikely.

The stable outlook reflects S&P's expectation that, despite global
industry profitability problems, JCI will maintain discretionary
cash flow generation in fiscals 2009 and 2010 and that credit
measures will recover in fiscal 2010.  S&P believes the company
can achieve credit measures appropriate for the rating by fiscal
2010 and begin to demonstrate a clear path to sustaining these
measures sooner.  S&P believes JCI's defensible market positions,
new business opportunities, and credible cost discipline should
allow it to partially mitigate the effect of the economic weakness
in the U.S. and Europe.

Still, S&P could revise the outlook to negative or lower the
rating, even during 2009, if auto industry and building-efficiency
segment conditions erode much further, leading us to believe that
the company would not be able to maintain FFO to total debt of
about 35% and achieve total debt to EBITDA of 2.5x within the next
two years.  This could occur if S&P believed that JCI's EBITDA
would decline by more than 25% in fiscal 2010 from the $2.74
billion reported for fiscal 2008.  S&P currently expects a greater
than 25% decline in fiscal 2009 EBITDA driven by a 22% decline in
U.S. light-vehicle sales, as well as auto sales declines in other
markets and weak building-efficiency markets.  S&P could also
revise the outlook to negative or lower the rating if the company
makes a sizable debt-financed acquisition, which S&P considers
less likely to occur.

On the other hand, S&P could revise the outlook to positive if
JCI's EBITDA returns to the 2008 level of $2.7 billion, leading to
substantial free cash flow, and debt does not rise from the
current level.  S&P considers this to be unlikely in 2009 or 2010,
given the challenging economic environment.

In addition, if the proceeds from the equity units issuance are
used for other than short-term debt reduction, S&P would review
its equity content treatment for the equity units and review the
ratings on JCI for a possible outlook change.


JOSEPH WILLIAMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Joseph L. Williams
        32 Innisbrook Avenue
        Las Vegas, NV 89113
        aka WMS Enterprises, Ltd.
        aka Joseph L. Williams, M.D., P.C.
        aka J.L.W., Inc., A Nevada Corporation

Bankruptcy Case No.: 09-13016

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Edward S. Coleman, Esq.
                  9708 South Gilespie Street, Suite A-106
                  Las Vegas, NV 89183
                  Tel: (702) 699-9000
                  Fax: (702) 699-9006
                  Email: mail@coleman4law.com

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

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

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

            http://bankrupt.com/misc/nvb09-13016.pdf

The petition was signed by Joseph L. Williams.


JOURNAL REGISTER: U.S. Trustee Forms Three-Member Creditors Panel
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors of Journal Register Company and its affiliated debtors.

The members of the Committee are:

   1) The Newspapers Guild/Communication Workers of America
      Attn: Bernard J. Lunzer, President
      501 3rd Street, NW, 6th Floor
      Washington, D.C. 20001-2797

   2) Central States, Southeast and Southwest Areas
      Health and Welfare and Pensions Funds
      Attn: Brad R. Berliner, Esq.
      93377 West Higgins Road
      Rosemont, Illinois 60018

   3) RR Donnelley & Sons Company
      Attn: Dan Pevonka, Director Credit Services
      3075 Highland Parkway
      Downers Grove, Illinois 60515

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Journal Register

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

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


KEPLER HOLDINGS: Moody's Withdraws 'Ba2' Rating on Bank Loan
------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba2 rating on the bank
loan of Kepler Holdings Limited after the loan was prepaid in full
as of February 27, 2009.  The lenders did not suffer any loss of
interest or principal during the life of the transaction.

Kepler issued the $200 million bank loan in March 2007 as a way
for lenders to provide catastrophe excess-of-loss reinsurance to
Hannover Re.  The loan was scheduled to mature in June 2009.

This rating has been withdrawn because the loan was repaid in
full:

  * Kepler Holdings Limited -- $200 million senior secured term
    loan facility at Ba2.

The last rating action on Kepler occurred on April 3, 2007 when
Moody's assigned a definitive rating to the bank loan.


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.


KIMBALL HILL: Court Confirms Chapter 11 Plan of Liquidation
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has confirmed the Chapter 11 liquidation plan of Kimball Hill Inc.

Andrew M. Harris of Bloomberg reports that Judge Susan Pierson
Sonderby approved the plan to liquidate and distribute to
creditors as much as $225 million.

Ray Schrock, Esq., a partner at Kirkland & Ellis, told the Court
at the hearing that there were no objections to the Plan.  "The
company did everything it could to survive," Mr. Schrock told the
judge, explaining the company's decision to liquidate rather than
reorganize.

"It is unfortunate that the economy is such that we were unable to
effectuate a reorganization," Mr. Sonderby told lawyers, the
builder and its creditors at the hearing's end.  "I commend you
for all your hard work."

Bloomberg states that two post-bankruptcy trusts will be created:

     -- a trust to distribute proceeds from the asset sale to
        holders of almost $304 million in senior credit agreement
        claims; and

     -- a liquidation trust to distribute remaining assets to
        those claimants and other unsecured creditors.

Court documents say that senior credit agreement claimants would
recover 37% to 48% of their claims.

                        About Kimball Hill

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

Kimball Hill filed a chapter 11 plan of liquidation on
December 2, 2008, which provides for the winding down of the
Debtors' business.  The Plan has the support of the official
committee of unsecured creditors and the company's senior lenders.

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


LAS VEGAS SANDS: Moody's Downgrades Default Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service lowered the Probability of Default and
Corporate Family Ratings of Las Vegas Sands, Corp. to B3 from B2.
Moody's also lowered various ratings of Las Vegas Sands'
subsidiaries, including Venetian Casino Resort, LLC (and its co-
issuer Las Vegas Sands, LLC) and Venetian Macao Limited.  The
rating outlook is negative.  Moody's also affirmed Las Vegas
Sands' SGL-3 Speculative Grade Liquidity rating. This rating
action concludes the review process that was initiated on November
12, 2008.

"The downgrade is based on Moody's expectation that Las Vegas
Sands' leverage will remain high despite the company's successful
November 2008 capital issuance, cost cutting initiatives, and
reduction in capital expenditure plans", stated Keith Foley,
Senior Vice President.  Debt/EBITDA (incorporating Moody's
standard adjustments) for the fiscal year ended December 2008 was
about 11.6 times, or about 9 times on a net debt basis.  This very
high leverage is largely the result of aggressive and substantial
debt-financed development activity and earnings pressure from
slowing consumer spending trends that began in fiscal 2008.  The
downgrade also acknowledges the recent change in the President and
Chief Operating Officer position at a time when the company is
under considerable financial and operating pressure.

The negative outlook considers that, despite the reduction in
planned capital expenditures, Las Vegas Sands still has
significant capital expenditures in 2009 related to its
Pennsylvania and Singapore developments.  The negative outlook
also recognizes the uncertainty regarding the ramp-up of these
projects as well as the success of the company's sale of non-core
assets.  The opening of the Pennsylvania and Singapore
developments on-time and on-budget are key factors with respect to
Las Vegas Sands' ability to reduce leverage in 2010, as well as
the company's long-term viability.

Las Vegas Sands' SGL-3 Speculative Grade Liquidity rating
indicates adequate liquidity.  This considers the successful
capital issuance that occurred in November 2008 which alleviated
near-term covenant compliance challenges and possibly going
concern issues.  At that time, the company issued approximately
$1.1 billion in common equity and $1.2 billion in preferred stock.
Additionally, the capital issuance provided the cash needed to
complete the company's current development projects.  However, the
SGL-3 also acknowledges that while near-term covenant compliance
has improved greatly, longer-term covenant compliance is still
highly reliant on the opening and ramp-up of the Singapore and
Pennsylvania development projects.

Ratings lowered and LGD rates adjusted:

Las Vegas Sands, Corp.:

  -- Corporate Family Rating to B3 from B2

  --  Probability of Default Rating to B3 from B2

  --  $250 million 6.375% senior notes due 2015 to B3 (LGD4, 50%)
      from B2 (LGD3, 48%)

Venetian Casino Resort, LLC (and its co-issuer Las Vegas Sands,
LLC):

  -- $1 billion revolver expiring 2012 to B3 (LGD4, 50%) from B2
       (LGD3, 48%)

  -- $3 billion term loan due 2014 to B3 (LGD4, 50%) from B2
     (LGD3, 48%)

  -- $600 million delay draw term loan due 2014 to B3 (LGD4, 50%)
     from B2 (LGD3, 48%)

  -- $400 million delay draw term loan due 2013 to B3 (LGD4, 50%)
     from B2 (LGD3, 48%)

Venetian Macao Limited:

-- $700 million revolver expiring 2011 to B3 (LGD4, 50%) from
   B2 (LGD3, 34%)

  -- $1.8 billion term loan due 2013 to B3 (LGD4, 50%) from B2
     (LGD3, 33%)

  -- $100 million term loan due 2011 to B3 (LGD4, 50%) from B2
     (LGD3, 34%)

  -- $700 million delay draw term loan due 2012 to B3 (LGD4, 50%)
     from B2 (LGD3, 34%)


The last rating action for Las Vegas Sands was on November 12,
2008 when the company's Corporate Family Rating was lowered to B2
from Ba3 and placed on review for further possible downgrade.

Las Vegas Sands, Corp. owns and operates gaming and entertainment
facilities in Las Vegas, Nevada and in Macao, China.  The company
is also developing gaming facilities in Pennsylvania and
Singapore.  The company generates consolidated annual net revenues
of about $4.4 billion.


LEE ENTERPRISES: Says Growth of Print, Online Audiences Continues
-----------------------------------------------------------------
Lee Enterprises, Incorporated, reported at its annual meeting of
stockholders on March 10, 2009, that the market reach of both its
newspapers and online sites continue to grow across all age
groups.

Mary Junck, chairman and chief executive officer, said research
for 2008 shows that 70 percent of the adults in Lee's 12 largest
markets read the newspaper or visit the newspaper's online site
over the course of a week, compared with 67 percent the previous
year.

The Lee Enterprises Audience Report for 2008 vs. 2007 was
conducted by Wilkerson & Associates and carries an overall margin
of error of 0.8 percentage points. Among the statistics:

   -- The reach of the newspapers averages 63 percent of all
      adults in the local markets, up from 62 percent the
      previous year.

   -- The newspaper online sites attract 23 percent of all
      adults, compared with 18 percent a year earlier.

   -- The reach of both the newspapers and the online sites has
      continued to grow in every age category. The combined reach
      for people 18-29 climbed from 56 to 62. It increased from
      64 to 66 percent among those 30-39; from 70 to 72 percent
      among those 40-59, and from 72 to 73 percent for people 60
      and older.

   -- Among people who seek local news online, 44 percent rely on
      the newspaper site, compared with 18 percent who visit all
      local TV sites combined.

Details of the audience report are available at

                    http://www.lee.net/audience

Ms. Junck said the earnings outlook for 2009 remains weak but that
Lee is positioned to weather the recession.  She cited Lee's
strong presence in local markets, superior coverage of local news,
aggressive sales initiatives, deep cost reductions, continued
substantial cash flow and recently completed financing
arrangements.

Carl Schmidt, vice president, chief financial officer and
treasurer, said Lee now expects to reduce 2009 cash costs 12-13
percent below 2008, or by more than $100 million.

The text of their presentation with illustrations is available at:

                        http://www.lee.net/

Also at the annual meeting, stockholders re-elected three
directors and granted discretionary authority to the board to
implement a reverse stock split.

Re-elected to three-year terms are:

   * William E. Mayer, a director since 1998 and founding partner
     of Park Avenue Equity Partners, L.P.;

   * Mark B. Vittert, a director since 1986 and a private
     investor; and

   * Gregory P. Schermer, a director since 1999 and Lee vice
     president for interactive media.

Other directors continuing in office on the 10-member board are:

   * Richard R. Cole, a director since 2006 and dean emeritus and
     John Thomas Kerr Jr. Distinguished Professor at the School
     of Journalism and Mass Communication, University of North
     Carolina at Chapel Hill;

   * Nancy S. Donovan, a director since 2003 and founding partner
     of Circle Financial Group, LLC, and Oakmont Partners, LLC;

   * Leonard J. Elmore, a director since 2008 and attorney;

   * Herbert W. Moloney III, a director since 2001 and president
     and chief operating officer of Western Colorprint, Inc.;

   * Andrew E. Newman, a director since 1991 and private
     investor;

   * Gordon D. Prichett, a director since 1998 and founder and
     partner of Cairnwood Cooperative, and professor of
     mathematics, statistics and information systems at Babson
     College; and

   * Ms. Junck, a director since 1999.

All except Mr. Schermer and Ms. Junck are independent directors.

                       About Lee Enterprises

Based in Davenport, Iowa, Lee Enterprises -- http://www.lee.net/
-- is a premier provider of local news, information and
advertising in primarily midsize markets, with 49 daily newspapers
and a joint interest in four others, online sites and more than
300 weekly newspapers and specialty publications in 23 states.
Lee's markets include St. Louis, Mo.; Lincoln, Neb.; Madison,
Wis.; Davenport, Iowa; Billings, Mont.; Bloomington, Ill.; and
Tucson, Ariz. Lee stock is traded on the New York Stock Exchange
under the symbol LEE.

                           *     *     *

As reported by the Troubled Company Reporter on February 9, 2009,
Lee Enterprises received an extension of a waiver of covenant
conditions related to the $306 million Pulitzer Notes debt of its
subsidiary St. Louis Post-Dispatch LLC.  The waiver has been
extended until Feb. 13, 2009, while financing discussions
continue. The Pulitzer Notes mature in April 2009.

As reported by the TCR on February 20, 2009, Lee Enterprises
concluded agreements with existing lenders to refinance the
Pulitzer Notes and restructure future payments under its
$1.1 billion bank financing arrangements.  Lee also has redeemed
the 5% interest of its minority partner in St. Louis.


LEHMAN BROTHERS: Has Paid A&M $32.7MM; Boosts Cash to $6.8 Billion
------------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed before the U.S. Bankruptcy
Court for the Southern District of New York and served creditors a
document saying that it had $6,765,000,000 cash at January 31, an
increase from $5,176,000,000 at December 31.  Receipts totaled
$1.79 billion and disbursements totaled $787 million.

The operating report included a table listing fees paid to
attorneys and advisors since filing for bankruptcy on
September 15, 2008 until January 2009:

FTI Consulting Inc                              $1,415,355
Hoolihan Lokey Howard &. Zukin Capital Inc.        640,846
Milbank Tweed Hadley & McCloy LLP                4,218,840
Quinn Emanuel Urquhart Oliver &: Hedges LLP      1,072,582
Alvarez & Marsal LLC                            32,776,327
Bortstein Legal LLC                                      -
Curtis, Mallet-Prevost, Colt &: Mosle LLP          934,573
Epiq Bankruptcy Solutions LLC                      102,000
Ernst &. Young LLP                                       -
Jones Day                                                -
Kelly Matthew Wright                                     -
Lazard Freres & Co.                                      -
McKee Nelson LLP                                   621,710
McKenna Long & Aldridge LLP                              -
Natixis Capital Markets Inc.                             -
Reilly Pozner LLP                                        -
Simpson Thacher & Bartlett LLP                     935,888
Well, Gotshal & Manges LLP                               -
Duff & Phelps LLC                                        -
Jenner & Block LLP                                       -
                                               -----------
Total Non-OCP Professionals                    $42,718,113

Ordinary Course Professionals                      625,471
US Trustee Quarterly Fees                           30,650
                                               -----------
Total Professional and UST Fees                $43,374,234
                                               ===========

Alvarez & Marsal was tapped by Lehman as chief restructuring
officers to oversee Lehman's liquidation.  Bryan Marsal, Alvarez &
Marsal's managing director, replaced Lehman's Richard Fuld as
chief executive officer in January.

Based on the list, Weil Gotshal & Manges LLP, the lead bankruptcy
counsel, hasn't received money during the first four months of the
Chapter 11 case.  Weil Gotshal charges $650 to $950 an hour for
members and counsel.  The interim compensation procedures approved
by the U.S. Bankruptcy Court for the Southern District of New York
allowed LBHI to pay counsel 80% of the fees and 100% of the
expenses, absent objections to its firms' fee applications.

The operating report was signed by William J. Fox, senior vice
president of LBHI.

                    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: Bank Unit Defaults on Eagle Rock Financing Deal
----------------------------------------------------------------
Eagle Rock Energy Partners, L.P., disclosed that its net income
for the year ended December 31, 2008, included a net unrealized
commodity and interest rate derivative gain totaling
$180.1 million, the non-recurring write-off of $10.7 million in
bad-debt provisions related to SemCrude's bankruptcy, and a $174.9
million non-cash asset impairment charge.

On Tuesday, Eagle Rock reported financial results for the three
months and year ended December 31, 2008.  Eagle Rock said net
income increased to $87.5 million for the year ended December 31,
2008, compared to the net loss of $145.6 million for the year
ended December 31, 2007.

Eagle Rock also disclosed that on September 29, 2008, it requested
a $181.0 million funding under its senior secured revolving credit
facility to finance the acquisition of Millennium Midstream.
Eagle Rock said Lehman Brothers Commercial Bank, a lender under
its credit facility, defaulted on its portion of the borrowing
request, resulting in an actual funding of $176.4 million.  As a
result of the Lehman default, Eagle Rock believes the availability
under its credit facility has been effectively reduced by
approximately $9.1 million.  As of December 31, 2008, Eagle Rock
had $171.5 million in capacity available under its credit
facility, after giving effect to the Lehman default.

Eagle Rock said it is within its financial covenants and has no
maturities under its credit facility until December 2012.

Eagle Rock, based in Houston, Texas, is a master limited
partnership engaged in three businesses: a) midstream, which
includes (i) gathering, compressing, treating, processing and
transporting natural gas; (ii) fractionating and transporting
natural gas liquids; and (iii) marketing natural gas, condensate
and NGLs; b) upstream, which includes acquiring, exploiting,
developing, and producing interests in oil and natural gas
properties; and c) minerals, which includes acquiring and managing
fee mineral and royalty interests, either through direct ownership
or through investment in other partnerships in properties located
in multiple producing trends across the United States.

                     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: Banks Bid for Property Bonds Swap Business
-----------------------------------------------------------
Neil Unmack of Bloomberg reports that more than 10 financial
institutions are competing to replace Lehman Brothers Holdings
Inc. as a swap counterparty on five European commercial property-
backed bonds.

The financial institutions, Bloomberg relates, are bidding for
roles on Windermere transactions 7, 8, 10, 11 and 14, according to
statements sent by the five companies that issued the bonds.
Lehman created the companies to repackage commercial property
loans before it filed for bankruptcy protection in September 2008.

Swaps, according to Bloomberg, hedge interest-rate or currency
mismatches between loans backing bonds and the securities issued.

                     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)


LEUCADIA NATIONAL: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Leucadia National Corp.'s Issuer
Default Rating at 'BB+' and revised the Rating Outlook to Negative
from Positive.  Approximately $1.8 billion of debt is affected by
this action.

The Outlook revision reflects recognition of a net loss of
$2.5 billion for fiscal year 2008 resulting from a substantial
overall decline in Leucadia's investment portfolio value over the
last six months.  Largest components of the net loss included a
$400 million loss from continuing operations, a $500 million loss
from associated companies, and a write-off of a $1.6 billion
deferred tax asset.  Additionally, Leucadia's investment in
Fortescue Metals Group, an iron ore mining concern located in
Australia, fell by $900 million (after-tax) to $400 million.
Because the Fortescue investment is accounted for as an available
for sale security, the decline was recognized in shareholder's
equity. Leucadia also incurred sizeable unrealized losses on its
investments in Jefferies Group Inc. and AmeriCredit Corp.

In Fitch's view, recognition of these losses has significantly
weakened Leucadia's underlying liquidity and capitalization.
Furthermore, cushions on Leucadia's tangible net worth and
leverage covenant requirements under the company's $100 million
bank facility have also significantly declined.

Fitch notes that the magnitude of further losses on investment
assets remains a critical near-term rating factor, and, given
recessionary economic conditions, underlying portfolio assets and
concentration risk, Fitch believes that further near-term
deterioration in capitalization and liquidity is highly likely.
Recognition of losses that either materially weakens existing
covenant cushions or that requires the company to pursue covenant
relief would likely result in a rating downgrade.  Under such a
scenario, depending on Fitch's assessment of cashflow adequacy and
portfolio assets to repay all classes of debt, the downgrade could
exceed more than one notch and may include widening the existing
notching between senior and subordinated debt.

Fitch recognizes that Leucadia is currently not under pressure to
sell investment assets to reduce leverage or generate liquidity.
As of Dec. 31, 2008, the company potentially had $1 billion of
overall liquidity, which includes cash and current held for sale
investment assets of $600 million and non-current, unpledged
publicly traded investment assets of $500 million.  Moreover, the
$100 million committed bank facility remains undrawn and Leucadia
has current debt maturities totaling $250 million.

Fitch has affirmed these ratings of Leucadia National Corp.:

  -- IDR at 'BB+';
  -- Senior debt at 'BB+';
  -- Senior subordinated debt at 'BB';
  -- Junior subordinated debt to at 'BB-'.


LOCKE CAPITAL: Sued by SEC for Concocting $1.2-Bil. Client
----------------------------------------------------------
The Securities and Exchange Commission on March 9, 2009, charged a
money manager with offices in New York and Rhode Island for
falsely creating a billion-dollar client in order to gain
credibility and attract legitimate investors.

In its complaint, the SEC charged Leila Jenkins and her firm,
Locke Capital Management Inc., with making up the supposedly
massive client and then repeatedly lying about its existence to
land real clients.  The SEC alleges that Jenkins lied to the SEC
staff about the existence of the invented client and furnished the
SEC staff with bogus documents in 2008, including fake account
statements that she created.

"[The] enforcement action demonstrates that investment advisers
who lure clients with false claims will be held accountable for
their actions," said George Curtis, Deputy Director of the SEC's
Division of Enforcement.  "In this case, the conduct was
particularly egregious because Jenkins lied to the SEC staff to
try to escape detection."

The SEC's complaint alleges that Jenkins made up so-called
"confidential" client accounts, purportedly based in Switzerland,
and repeatedly claimed the accounts contained more than
$1 billion in assets that she managed.  From at least 2003 to
2009, falsehoods concerning the confidential accounts were
communicated in brochures, meetings, submissions to online
databases that prospective clients used to select money managers,
and in SEC filings.  Even as Locke began to take on clients in
late 2006, the assets under management of its real clients never
amounted to more than a very small portion of the billion-plus
dollars that Jenkins claimed to manage.

"This brazen web of lies to investors constituted a serious breach
of fiduciary duty," said David Bergers, Director of the SEC's
Boston Regional Office.

Besides the invented client and assets under management, the SEC's
complaint alleges several other lies Jenkins and her firm told to
investors.  These include misrepresenting Locke's performance for
years in which Locke had no clients and deceiving clients about
the makeup of the firm, including the number, identity, and role
of its employees.

According to the SEC's complaint, Jenkins maintains residences in
Newport, R.I., and Palm Beach, Fla. In its enforcement action, the
Commission alleges violations of Section 17(a) of the Securities
Act of 1933, Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 thereunder, and Sections 204, 204A, 206(1), 206(2),
206(4), and 207 of the Investment Advisers Act of 1940 and Rules
204-2(a), 204A-1, and 206(4)-1(a)(5) thereunder, and is seeking a
monetary penalty, disgorgement of ill-gotten gains, and a
permanent injunction against future violations of the antifraud
and other provisions of the securities laws.

The SEC acknowledges the assistance of the U.K. Financial Services
Authority, Jersey Financial Services Commission, Swiss Financial
Market Supervisory Authority, and Spain's Comision Nacional Del
Mercado De Valores.  The SEC's investigation is continuing.


LYONDELL CHEMICAL: Unsecured Creditors Want to Probe Basell Merger
------------------------------------------------------------------
The official committee of unsecured creditors of Lyondell Chemical
Co. and affiliate Equistar Chemicals LP is seeking to probe
whether the $20.9 billion merger between Lyondell Chemical and
Basell AF S.C.A. in December 2007 was a fraudulent transfer or
gave rise to other potential liability.

The purchase of Basell of Lyondell's outsanding comon stock and
other equity instruments, assumption of debt and related
transaction costs resulted in a total purchase price of $20.873
billion, consisting of $12.371 billion from borrowed sources,
$7.506 billion in retained and refinanced debt and $996 million in
other costs.  The merger formed LyondellBasell Industries AFSCA, a
non-debtor holding company, and parent of the Debtors.  Al
Petrochemicals LLC is the sole shareholder of LBI and is a member
of the Access Group of companies.  The Access Group received $100
million as management fees in connection with the merger.

The Creditors Committee notes that at the time of Basell's
unsolicited offer, Lyondell was a financially strong and viable
company with annual sales of $30 billion -- it was not in
financial distress or seeking to sell assets or otherwise raise
capital.  Basell, on the other hand, was an established,
financially stable industry leader, albeit smaller than Lyondell,
with $16 billion in annual revenues in 2006.

The Committee noted that pre-merger, Lyondell had $4.8 billion of
funded debt, unit Millennium Chemicals Inc. had unsecured debt of
$391 million, and Equistar had funded debt of $1.6 billion.  "All
of this changed dramatically through the merger as Lyondell,
Millennium and Equistar became principally or secondarily liable
for approximately $20 billion in secured debt," the Committee
points out.

"Given the pre-merger financial condition of Lyondell and Basell,
the considerable debt incurred in connection with the merger, the
amount paid out to shareholders in the merger, and the almost
immediate liquidity crisis the Debtors encountered in the wake ofe
the merger, the transaction and surrounding circumstances must and
should be scrutinized for fraudulent transfer and other potential
liability."

The Creditors Committee, accordingly, has filed before the U.S.
Bankruptcy Court for the Southern District of New York a motion,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure
to, seek discovery in the form of document requests and
depositions from, among others (i) the lenders and administrative
agents that provided underwriting, arranging, syndication and
similar services under loans used to finance the merger, (ii)
certain former shareholders of Lyondell; (iii) any counsel to
Basell and Lyondell, and (iv) any third-party consultants who
provided services in connection with the merger.

The lenders named in the proposed Rule 2004 examination include
Citibank N.A., as administrative agent under (i) a secured credit
facility, pursuant to which $12.2 billion is outstanding, and (ii)
under a senior secured inventory-based credit facility, of which
$1.03 billion is outstanding.  The shareholders named in the probe
(limited to holders of more than 5% of the shares outstanding
prior to the merger) are Barrow, Hanley, Mewhinney & Strauss,
Inc., several Barclay entities, and Harbinger entities.  Counsel
named in the proposed discovery are Skadden, Arps, Slate, Meagher
& Flom LLP and Baker Botts LLP, counsel to Basell and Lyondell,
respectively.  Advisors named were Deutsche Bank Securities, Inc.,
and Duff & Phelps, Inc.  The Committee wants the Court to "compel"
these parties to produce documents and designate persons most
knowledgeable for depositions.

According to Bloomberg's Bill Rochelle, the Creditors Committee
needs to commence the investigation because the $8 billion
financing for the reorganization requires mounting a challenge to
secured creditors' claims by June 1.

The Court will convene a hearing to consider approval of the Rule
2004 Examination on March 20.  Objections are due one hour before
the 1 p.m. (EDT) hearing.

The Committee is represented by:

     Edward S. Weisfelner, Esq.
     Brown Rudnick LLP
     Seven Times Square
     New York, NY 10036
     Tel: (212) 209-4800

Meanwhile, Lyondell Chemical has filed a motion asking for
authority to continue defense of personal injury claims and
certain types of pending government lawsuits.  The company,
according to Mr. Rochelle, says it has had "extraordinary success"
in defending the suits and hasn't paid a judgment or made a
settlement in 20 years.  The company also approval from the
Bankruptcy Court to use insurance proceeds to pay defense costs.
This proposal is scheduled for hearing on April 16.

                  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: Asks Court to Bar California Paint Suits
-----------------------------------------------------------
Lyondell Chemical Co. has asked the U.S. Bankruptcy Court for the
Southern District of New York to stay or enjoin lawsuits from the
city of Los Angeles and several California counties in connection
with lead paint claims.

According to Tiffany Kary of Bloomberg, the California cities and
counties seek money for property damages resulting from the unit's
manufacture of lead pigment used in paint made from 1924 to 1958
by a former unit, Glidden Co.

Lyondell Chemical said the Rhode Island Supreme Court rejected a
similar case in 2008 brought by the state against Millennium
Holdings LLC, which sought about $2.4 billion to pay for removal
of lead pigment from homes and other buildings.

                  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)


M&P GRADING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: M & P Grading Contractors, Inc.
        1100 Industrial Drive
        Watkinsville, GA 30677

Bankruptcy Case No.: 09-30355

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq .
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  Email: ehlaw@bellsouth.net

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Michael Maxey, chief executive officer
of the company.


MAGNA ENTERTAINMENT: Starts Process to Sell Tracks to Shareholder
-----------------------------------------------------------------
Magna Entertainment Corp. has filed documents before the U.S.
Bankruptcy Court for the District of Delaware to formally seek
approval of a sale process for three of its seven horseracing
tracks.

Magna Entertainment has signed a contract to sell the tracks to MI
Developments Inc., its controlling shareholder and creditor, for
$44.17 million cash and an exchange of $135.63 million in debt.
Bloomberg's Bill Rochelle notes that the assets in the package
include (i) the three tracks, Gulfstream Park near Miami,
Golden Gate Fields outside Oakland, California, and Lone Star
Park west of Dallas, (ii) a residential and entertainment
development at Gulfstream and horse training facilities, and (iii)
the stock of AmTote International Inc., the provider of
computerized-betting services to 40% of the horse-racing industry.

Magna, however, will still accept other proposals for the assets.
According to the bid procedures, Magna proposes:

   -- a July 8 deadline for competing bids, which must offer
      consideration that exceeds MID's by $1 million, and must be
      accompanied by a deposit of 10% of the proposed purchase
      price.

   -- to select "qualified bids" by July 14.

   -- a July 16 auction will be held at the offices of Weil,
      Gotshal,& Manges LLP, in New York, if one or more qualified
      bids, in addition to MID's, are received.

   -- an August 4 court hearing to consider approval of the sale
      to MID or the winning bidder.

The Debtors have also agreed to pay MID cash in "an amount equal
to Its reasonable and documented external fees incurred in
connection with the negotiation and documentation of their asset
purchase agreement and efforts undertaken by MID to evaluate and
consummate the transaction."  The Debtors say that they are not
paying a "break-up" fee, but rather, they are only reimbursing MID
for out-of-pocket expenses.

The Court is scheduled to consider approval of the bid procedures
on April 3.  Objections are due March 27.

An affiliate of MID, MID Lender sf., has agreed to provide Magna
up to $62.5 million of debtor in possession financing that matures
in six months.

A copy of the MID Asset Purchase Agreement is available for free
at http://bankrupt.com/misc/Magna_MID_APA.pdf

                     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.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: Pimlico Racing Schedule Cut by 11 Days
-----------------------------------------------------------
Ryan Sharrow at Baltimore Business Journal reports that Magna
Entertainment Corp.'s Maryland Jockey Club said that it has cut
Pimlico Race Course's upcoming racing schedule by 11 days to 20
days.

According to Business Journal, the spring meet at Pimlico starts
on April 18.  It was reduced from 31 days to maintain a $160,000
daily purse structure, says the report.

Business Journal relates that the Pimlico spring schedule includes
the middle jewel of racing's Triple Crown, the Preakness Stakes,
scheduled for May 16.

The decision to cut the amount of dates at Pimlico doesn't have a
connection to Magna Entertainment's Chapter 11 bankruptcy filing,
Jockey Club President Tom Chuckas said in a statement.  The Jockey
Club said in a statement that it faces an almost
$2 million purse deficit during the current Laurel Park winter
meet.  Business Journal quoted Mr. Chuckas as saying, "We felt it
was best to address the situation sooner rather than later in the
year."

                     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.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


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.


MANASSEH BUILDING: Files for Chapter 11 in Woodland Hills
---------------------------------------------------------
Manasseh Building Group Inc., filed a Chapter 11 petition on
March 9 in the U.S. Bankruptcy Court for the Central District of
California.

Manasseh says that its three rental apartment buildings are worth
$23.8 million while debt totals $20.5 million, including $19.5
million in secured claims.

According to Bloomberg's Bill Rochelle, Manasseh said it filed for
bankruptcy to prevent the lender from foreclosing two of the
properties on March 10.  Manasseh contends the properties are
worth more than the debt.

The company, Bloomberg relates, originally intended to sell the
units as condominiums.

                      About Manasseh Building

Manasseh Building Group Inc. owns of three rental apartment
buildings in West Hills, Woodland Hills, and Winnetka, California.

Manasseh Building Group, Inc., aka MBG, aka Pacific Planning and
Design, filed for Chapter 11 on March 9, 2009 (Bankr. C.D. Calif,
Case No. 09-12507). Joseph A. Eisenberg, Esq., at Jeffer, Mangels,
Butler & Marmaro LLP, has been tapped as counsel.  In its
bankruptcy petition, it estimated assets and debts of $10 million
to $50 million.


MARGARET BLESSING: Selling 3.14-Acre Tract in Worth for $55,000
---------------------------------------------------------------
Subject to higher and better offers, Margaret Blessing dba
Margaret's Creative Concrete asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for permission to sell a 3.14
acre tract of land located in Worth Township, Pennsylvania, for
$55,000, free and clear of all liens, interests and other
encumbrances.  The Bankruptcy Court has scheduled a hearing at
10:00 a.m. on March 24, 2009, to consider the request and
entertain any higher or better offers.  Objections, if any, must
be filed by March 17, 2009, and served on the Debtor's lawyer:

         Robert O. Lampl, Esq.
         960 Penn Avenue, Suite 1200
         Pittsburgh, PA 15222
         Telephone (412) 392-0330
         Fax (412) 392-0335

Margaret Blessing dba Margaret's Creative Concrete filed a chapter
11 petition (Bankr. W.D. Pa. Case No. 06-22232) on May 19, 2006.
A copy of that petition is available at no charge at
http://bankrupt.com/misc/pawb06-22232.pdf


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.


MASONITE INT'L: Presents Financial Projections for 2009-2013
------------------------------------------------------------
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.


MERISANT WORLDWIDE: S&P Withdraws 'D' Rating
--------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
rating on Merisant Worldwide Inc. and operating company Merisant
Co.

S&P also withdrew its '2' recovery rating on the senior secured
bank loan, '5' recovery rating on the senior subordinated notes,
and '6' recovery rating on the senior subordinated discount notes.


MERUELOMADDUX: May Default on $266MM in Loans, Mulls Bankruptcy
---------------------------------------------------------------
MerueloMaddux Properties disclosed that it is experiencing
significant, recurring cash shortfalls from (i) operating
activities, (ii) recurring investment activities such as carrying
costs for interest payments, real estate taxes and unfunded
development expenditures and (iii) capital expenditures on
existing rental properties.  MerueloMaddux said it would need to
generate an additional $28.0 million annually to cover cash
shortfalls.

To meet the company's intentions and resolve liquidity issues, in
addition to seeking loan workouts, MerueloMaddux has reduced its
employee base and suspended all substantial development efforts,
except for the funded development activity at its 717 W. Ninth St.
project.  MerueloMaddux is also examining all feasible strategic
alternatives.  The company said potential strategic alternatives
include a voluntary bankruptcy filing under Chapter 11 of the U.S.
Bankruptcy code.

MerueloMaddux said it is actively marketing many of its projects.
However, selling properties in this environment is difficult.

MerueloMaddux began 2009 with $4.5 million in unrestricted cash.
The company requires roughly $1.8 million in cash to satisfy
monthly principal and interest payments on 26 out of 30 of its
loans that have an aggregate principal balance of $266.0 million.
This unrestricted cash balance would cover roughly 2.5 months of
these payments absent any funds generated from asset sales.

Although MerueloMaddux has certain properties currently in escrow
to be sold, it has not yet closed on any asset sales in 2009.

MerueloMaddux has stopped making interest and principal payments
on, and therefore is likely in default under, the 26 loans
totaling $266.0 million.

"We continue to make interest payments on our construction loan
for our 717 W. Ninth Street project and on three other loans that
have interest reserves.  As of March 11, 2009, we owe
approximately $2.8 million in accrued interest and another $0.8
million in principal reduction repayments and reserve funds. In
addition, on December 15, 2008, we did not make a $4.0 million
principal repayment on a $17.0 million land loan.  The lender
subsequently agreed to defer such principal repayment.  On March
15, 2009, we will owe another $5.0 million in principal on this
land loan. Additionally, we have paid or not been able to extend
or refinance three other loans totaling $86.9 million that
recently matured," MerueloMaddux said Wednesday in a new
statement.

"As such, we are currently seeking loan workout agreements with
four depository lenders on loans that total approximately $177.8
million. We are unsure as to what results will be derived from
such efforts and are exploring various restructuring options."

MerueloMaddux expects to receive a "going concern" opinion from
its independent auditors with respect to its financials included
in its annual report on Form 10-K for the year ended December 31,
2008.

"Under the current circumstances, there may be substantial doubt
about our ability to continue as a going concern because of cash
shortfalls from rental and development operations, a possible need
for loan restructurings and the related difficulties in obtaining
loan extensions and the timing and magnitude of non-core asset
sales. We intend to improve cash flows from operations, reduce our
carrying costs, cure possible loan defaults, refinance or extend
existing loans and generate net cash proceeds from the sale of
non-core properties. There can be no assurances that such efforts
will prove successful," MerueloMaddux said.

For the three months ended December 31, 2008, MerueloMaddux said
total revenue increased 3.7% to $6.0 million compared to $5.8
million in the same period in 2007.  The increase was primarily
due to higher rental income attributable to rental operations at
projects acquired or placed in service during 2007 and 2008, which
had partial or no operations in the prior period.  MerueloMaddux
said net loss was $85.8 million for the three months ended
December 31, 2008, compared to a net loss of $2.6 million for the
same period in 2007.

For the year ended December 31, 2008, MerueloMaddux said total
revenue decreased $1.2 million, or 4.6%, to $24.2 million compared
to $25.4 million in the same period in 2007.  The decrease was
primarily due to a $2.2 million reduction in interest income as a
result of a lower cash balance throughout the year ended December
31, 2008 than in the same period in 2007.  This is partially
offset by higher rental income attributable to rental operations
at projects acquired or placed in service during 2007 and 2008,
which had partial or no operations in the prior period.

MerueloMaddux said net loss was $96.0 million for the year ended
December 31, 2008, compared to a net loss of $11.9 million for
period January 30, 2007 through December 31, 2007.

As of December, 2008, the company owns 28 rental projects and 19
development projects -- one was subject to a lease with an option
to purchase and was terminated in the first quarter of 2009 --
that are primarily located in or around the downtown area of Los
Angeles.  All of the projects in the portfolio are in Southern
California.

As part of the ongoing financing strategy, the company reduced its
notes payable balance during the fourth quarter by $20.6 million
from $348.8 million to $328.2 million.  MerueloMaddux said the
Federal Reserve's actions in lowering its rates also helped to
lower some of the Company's prime and LIBOR based notes.

MerueloMaddux said it extended five existing loans during the
fourth quarter:

   -- The two loans secured by its Alameda Square and Alameda
      Produce Market projects, which have a combined balance of
      $58.8 million, were extended for an additional four months
      to March 2009.

   -- The Meruelo Wall Street loan of $21.0 million was extended
      for three years.

   -- A $5.4 million loan secured by its 620 Gladys Avenue project
      was extended for one year.

   -- A $7.0 million loan secured by our Center Village project
      was extended for one year.

Also during the fourth quarter, the company repaid two loans with
proceeds from the sales of its projects at Overland Terminal and
801 E. 7th Street for $15.0 million and $4.4 million,
respectively.  In addition, the company repaid the $1.0 million
loan secured by 2415 E. Washington Boulevard, which matured on
November 15, 2008.

Subsequent to year end, another lender agreed to extend a $2.0
million loan secured by the project at 905 8th Street for an
additional year to January 15, 2010.  The company also received
the second tranche of $42.0 million from its construction loan at
717 W. 9th Street.

As of December 31, 2008, using the company's notes payable secured
by real estate and its total assets from the consolidated balance
sheet, the company's debt-to-total assets ratio is 48.1%.  The
company's weighted average interest rate decreased 0.73% from
7.87% as of December 31, 2007 to 7.14% as of December 31, 2008.

A conference call with simultaneous webcast to discuss
MerueloMaddux's 2008 fourth quarter results will be held today,
March 12, 2009 at 1:00 p.m. Eastern / 10:00 a.m. Pacific.

Interested participants and investors may access the conference
call by dialing 866-249-5225 (domestic) or 303-228-2960
(international).  There will also be a live webcast of the call on
the Investor Relations section of MerueloMaddux's web site at
under Investor Relations: Webcasts and Presentations. Web
participants are encouraged to go to the web site at least 15
minutes prior to the start of the call to register, download and
install any necessary audio software.

MerueloMaddux's management team will discuss the Company's
financial results, business highlights and industry outlook.
After the live webcast, a replay will remain available in the
Investor Relations section of MerueloMaddux's web site. A replay
of the teleconference will be available at 800-405-2236 (domestic)
or 303-590-3000 (international) through March 19, 2009; the
conference ID is 11127860.

                   About MerueloMaddux Properties

MerueloMaddux Properties is a self-managed, full-service real
estate company that develops, redevelops and owns commercial and
residential properties in downtown Los Angeles and other densely
populated urban areas in California that are undergoing
demographic or economic changes.  MerueloMaddux Properties is
committed to socially responsible investment. Through its
predecessor business, MerueloMaddux Properties has been investing
in urban real estate since 1972.


MGM MIRAGE: Moody's Cuts Probability of Default Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded MGM Mirage's Probability of
Default rating to Caa2 from Caa1 and its Corporate Family Rating
to Caa1 from B3.

"The downgrade reflects a rising probability of default given
Moody's expectation that visitation to Las Vegas will remain soft
and gaming revenues will decline thereby further eroding the
company's already troubled liquidity profile," said Moody's Senior
Analyst Peggy Holloway.  The Nevada Gaming Control Board reported
that in the month of January 2009 gaming win was down 14.77% on
the Las Vegas Strip.

MGM needs covenant relief from its bank lenders to avoid being in
technical default and must raise new funds to meet its capital
spending needs and scheduled debt maturities over the next 24
months.  Although MGM may have a reasonable chance of raising
additional financing by offering collateral (assuming existing
lien restrictions are relaxed), the company may need to reduce its
existing debt load as part of such negotiations.  This could
include an offer to exchange existing debt for an amount below, an
event that Moody's would likely consider a default.

Moody's affirmed MGM's SGL-4 Speculative Grade Liquidity rating,
indicating weak liquidity.  Moody's estimates that internally
generated cash, net proceeds from the pending sale of Treasure
Island together with revolver drawings and cash on hand will be
barely sufficient to fund the company's operations.  Such cash
needs include its obligations to help fund ongoing construction at
its CityCenter joint venture project, and required bond maturities
through year-end 2009.  MGM faces bond maturities of approximately
$300 million and $800 million in the second and third quarters of
2010, respectively.  Additionally, the inability of the MGM and
its joint venture partner, Dubai World, to raise the remaining
$1.2 billion of the targeted $3.0 billion debt requirements for
CityCenter has complicated MGM's liquidity situation.

Given the company's strong market share and solid fundamental
franchise within the gaming industry, Moody's used a fundamental
evaluation approach to estimate loss-given-default rather than the
mean family-level LGD estimate.  Based on this approach, the
company's recovery estimate is 65%.  The lower loss estimate
resulted in the probability-of-default rating (Caa2) deviating
from the Corporate Family Rating (Caa1) by one notch.

The rating outlook is negative reflecting the challenges MGM faces
to improve its liquidity profile in the near term to avoid an
eventual default.

Ratings downgraded or confirmed; assessments updated

MGM MIRAGE

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of default rating to Caa2 from Caa1

  -- Senior unsecured notes to Caa1 (LGD 3, 33%) from B3 (LGD 3,
     43%)

-- Senior subordinated notes confirmed at Caa3 (LGD 5, 85%)
   from Caa3 (LGD 6, 93%)

  -- Senior secured notes to B1 (LGD 2, 12%) from Ba3

Mirage Resorts

  -- Senior unsecured notes to Caa1 (LGD 3, 33%) from B3 (LGD 3,
     43%)

Mandalay Resort Group

  -- Senior unsecured notes to Caa1 (LGD 3, 33%) from B3 (LGD 3,
     43%)

-- Senior subordinated notes confirmed at Caa3 (LGD 5, 85%)
   from Caa3 (LGD 6, 93%)

Rating affirmed:

MGM MIRAGE

  -- Speculative Grade Liquidity Rating at SGL-4

Moody's latest rating action was on February 27, 2009, when the
MGM MIRAGE's corporate family rating and probability of default
rating were each downgraded to B3 and Caa1, respectively.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
17 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM MIRAGE has a 50% interest in CityCenter Holdings,
Inc., a mixed-use project on the Las Vegas Strip and a 50%
interest in MGM Grand Macau, a hotel-casino resort in Macau S.A.R.


MILACRON INC: Chapter 11 Filing Prompts S&P's Rating Cut to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Milacron
Inc., including the long-term corporate credit rating to 'D' from
'CCC+'.

"The downgrade follows the company's Chapter 11 bankruptcy
filing," said Standard & Poor's credit analyst Gregoire Buet.  S&P
also lowered the issue-level rating on the company's 11.5% senior
notes due 2011 to 'D' from 'CCC-'.  The company also announced
that, pending court approval, it has received commitments from two
major bondholders and its revolving credit facility lender for
debtor-in-possession financing to fund continuing operations.

Pending further information from the bankruptcy proceedings, S&P's
recovery rating on this debt remains '6' indicating S&P's
expectation that senior notes lenders could expect negligible
recovery (0%-10%) in the reorganization process.

Batavia, Ohio-based Milacron is a manufacturer of plastic
machinery equipment and industrial fluids.


METROMEDIA STEAKHOUSES: Affiliate Agrees to Loan Extension
----------------------------------------------------------
Metromedia Steakhouses Co. reached an agreement from affiliate
Metromedia Co. to increase financing to $3.77 million from
$3.06 million and extend the maturity August 18, Bloomberg's Bill
Rochelle said.

Both companies are controlled by John Kluge.  Bloomberg notes that
the creditors' committee of Metromedia Steakhouses in February
sued Mr. Kluge, a trust Kluge created and two of his companies,
including Metromedia Co., to recharacterize $225 million in debt
as equity or making Mr. Kluge's claim subordinate to the claims of
creditors.

Plano, Texas-based Metromedia Steakhouses Company, L.P. owned,
operated and franchised family-focused restaurants operating under
the Ponderosa Steakhouse and Bonanza Steakhouse brands

Metromedia and three affiliates filed Chapter 11 petitions on
Oct. 22, 2008 (Bankr. D. Del. Lead Case No. 08-12490).  Judge Mary
Walrath handles the case.  Bruce Grohsgal, Esq., and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors in their chapter 11 cases.  In its
bankruptcy petition, Metromedia estimated assets of $1 million to
$10 million and debts of $100 million to $500 million.


MICHAEL VICK: Appearance at Bankruptcy Hearing Opposed
------------------------------------------------------
Larry O'Dell at The Associated Press reports that the U.S.
attorney's office in Alexandria has filed an objection to taking
Michael Vick out of a Kansas prison to testify at his bankruptcy
hearing in Virginia.

The AP relates that U.S. Bankruptcy Judge Frank Santoro said in
February that Mr. Vick must appear at a hearing in Norfolk on
April 2 or be denied of confirmation of his bankruptcy plan.

The U.S. attorney's office said that Mr. Vick can be made
available to testify by video from the federal prison, The AP
states.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MILACRON INC: Wants to Access $135 Million GE-DDJ DIP Facility
--------------------------------------------------------------
Milacron Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Ohio for authority
to borrow:

   a) $55 million inclusive of a $15 million sublimit for letters
      of credit from General Electric Capital Corporation, as
      administrative agent and lender, and GE Capital Financial,
      as issuing bank, under the debtor-in-possession revolving
      agreement.

   b) $80 million in term loan facility from DDJ Capital
      Management LLC, as administrative and DIP revolver agent
      under the DIP term loan facility agreement.

The proceeds of the loans will be used to (i) fund, among other
things, ongoing working capital, general corporate, letters of
credit and other financing needs of the Debtors; (ii) pay certain
transaction fees, and other costs and expenses of administration
of the cases; (iii) provide the revolver agent, revolver lenders,
indenture trustee, and senior secured noteholders adequate
protection; and (vi) pay fees and expenses including, without
limitation, reasonable attorneys' fees and expenses owed to the
DIP facility agents and lenders.

In addition, the Debtors also ask the Court to authority to use
cash collateral securing repayment of secured loans to the
lenders.

Salient terms of the DIP agreements are:

                 DIP Revolving               DIP Term Loan
                 Facility                    Facility
                 -------------               -------------
The Borrowers:   Milacron Inc., Cimcool      Milacron Inc.
                 Industrial Products Inc.,
                 Milacron Marketing
                 Company, Milacron
                 Plastics Technologies
                 Group Inc., and D-M-E
                 Company Inc.

The Guarantors:  Milacron Canada Ltd. and    Cimcool Industrial
                 Milacron Capital Holdings   Products Inc.,
                 B.V.                        Milacron Marketing
                                             Company, Milacron
                                             Plastics Technologies
                                             Group Inc., D-M-E
                                             Company, Inc.,
                                             Milacron Canada Ltd.
                                             and Milacron Capital
                                             Holdings B.V.

The Lenders:     General Electric Capital    DDJ Capital
                 Corporation and GE Capital  Management LLC and
                 Financial Inc.              Avenue Investments
                                             L.P.

Interest Rate:   At the DIP Revolver         At the Debtors'
                 Borrowers' option, Base     option, (i) Base Rate
                 ate or LIBOR plus 6.0%.     of the greater of
                 where: a) Base Rate means,  (A) 5.0% of (B) 0.5%
                 for any day, a floating     in excess of the
                 rate equal to the highest   federal funds
                 of (i) the rate publicly    rate, plus 15.0%,
                 quoted from time to time    or LIBOR plus 15.0%,
                 by The Wall Street Journal  where: "LIBOR means,
                 as the "prime rate", (ii)   for any day, the
                 the Federal Funds rate      greater of (i) the
                 plus 300 basis points per   London Interbank Rate
                 annum, and (iii) the        and (ii) 4.0%.  The
                 one-month LIBOR rate; and   Default Interest Rate
                 (b) "LIBOR" means, for any  during the
                 day, the greater of (i) the continuance of an
                 rate at which Eurocurrency  "Event of Default,"
                 deposits in U.S. dollars    will be at an
                 for one month, which is     additional 2.0%
                 published by the British    per annum.
                 Bankers' Association
                 Interest Settlement Rate
                 on Telerate page 3750 or
                 any successor page thereto
                 and (ii) 3.00%.  The Default
                 Interest Rate during the
                 continuance of an "Event of
                 Default," will be at an
                 additional 2.0% per annum.

Maturity Date:   The DIP Revolving Facility and DIP Term Loan
                 Facility terminate on the earliest event to
                 occur from the enumerated list which includes,
                 without limitation, 180 days after the
                 Commencement Date, the effective date of any
                 confirmed plan of reorganization or liquidation,
                 the consummation of a sale of substantially all
                 of the assets of the Debtors, the date on which
                 the DIP Revolving Facility or DIP Term Loan
                 Facility terminates, as applicable, the date on
                 which a conversion of any of the Debtors' cases
                 to proceedings under chapter 7 occurs, and
                 various defaults.

To secure the Debtors' obligations, the lenders will granted
superpriority administrative expense claim status having priority
over and any and all administrative expenses.

The DIP agreements each contain customary and appropriate events
of defaults.

A full-text copy of the debtor-in-possession credit agreement with
General Electric Capital Corporation is available for free at:

                http://ResearchArchives.com/t/s?3a32

A full-text copy of the debtor-in-possession credit agreement with
DDJ Capital Management LLC is available for free at:

                http://ResearchArchives.com/t/s?3a31

Headquartered in Batavia, Ohio, Milacron Inc. 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.  The company and six of its affiliates filed for
protection on March 10, 2009 (Bankr. S.D. Ohio Lead case No.
09-11235).  Kim Martin Lewis, Esq., and Patrick Burns, Esq., at
Dinsmore & Shohl LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Torys LLP as counsel to the CCAA
proceeding; Conway Del Genio Gries & Co. LLC as restructuring and
financial advisor; Rothschild Inc. as banker and financial
advisor; Kurtzman Carson Consultants LLC as claims agent; and RSM
Richter Inc. as CCAA monitor.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $500 million to $1 billion.


MILACRON INC: Wants to Employ Dinsmore & Shohl as Counsel
---------------------------------------------------------
Milacron Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Ohio for permission
to employ Dinsmore & Shohl LLP as their counsel.

The firm is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

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

   d) prepare on behalf of the Debtors certain motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

   e) promote the plan of reorganization, disclosure statement,
      and all related agreements and documents filed
      contemporaneously herewith or hereafter, and take any
      necessary action on behalf of the Debtors to obtain
      confirmation of such plan, as necessary;

   f) represent the Debtors in connection with obtaining post
      petition financing and exit financing, as necessary;

   g) advise the Debtors in connection with any potential sales
      of assets;

   h) appear before this court, any appellate courts, and the
      United States Trustee and protect the interests of the
      Debtors' estates before such Courts and the United States
      Trustee;

   i) consult with the Debtors regarding tax matters; and

   j) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with these chapter 11 cases.

The firm's professionals will charge at these rates:

      Professional                    Hourly Rate
      ------------                    -----------
      Partners                        $230-$575
      Counsel                         $130-$475
      Associates                      $160-$330
      Paralegals                      $105-$190

Kim Martin Lewis, Esq., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Batavia, Ohio, Milacron Inc. --
http://www.milacron.com-- 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.  The company
and six of its affiliates filed for Chapter 11 protection on March
10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  The Debtors
proposed Conway, Del Genio, Gries & Co. LLC as their restructuring
and financial advisor; Rothschild Inc. as banker and financial
advisor; Kurtzman Carson Consultants LLC as claims agent; and RSM
Richter Inc. as CCAA monitor.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $500 million and $1 billion each.


MILACRON INC: Wants Schedules Deadline Moved to May 11
------------------------------------------------------
Milacron Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Ohio to extend until
May 11, 2009, their time to file their schedules of assets and
liabilities, and statement of financial affairs.

The Debtors tell the Court that an extension is warranted because
of (a) the substantial size and scope of their businesses; (b) the
complexity of their financial affairs; and (c) the limited
staffing available to perform the required internal review of
their accounts and affairs, among other things.

The Debtors say the additional time will enable them to collect,
review and assemble the information necessary to complete the
schedules and statements.

Headquartered in Batavia, Ohio, Milacron Inc. --
http://www.milacron.com-- 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.  The company
and six of its affiliates filed for Chapter 11 protection on March
10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  The Debtors
proposed Conway, Del Genio, Gries & Co. LLC as their restructuring
and financial advisor; Rothschild Inc. as banker and financial
advisor; Kurtzman Carson Consultants LLC as claims agent; and RSM
Richter Inc. as CCAA monitor.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $500 million and $1 billion each.


MIRABILIS VENTURES: Can Employ Shutts & Bowen as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
granted Mirabilis Ventures, Inc. authority to retain Eric S. Adams
and the law firm of Shutts & Bowen, LLP, as special counsel, nunc
pro tunc to May 27, 2008.

Shutts & Brown will assist the Debtor with respect to the Chapter
11 cases:

  a. William P. Gregory, P.A. v. Floyd Road, LLC and Mirabilis
     Ventures, Inc., Case Number 07-CA-010780, Hillsborough
     County Circuit Court -- commercial litigation regarding real
     estate deposit;

  b. Premier Servicing, LLC v. Mirabilis Ventures, Inc. and
     Sherwood Construction, Inc., Case Number 07-013936CI-013,
     Pinellas County Circuit Court -- commercial litigation
     regarding deferred compensation in business acquisition;

  c. Mirabilis Ventures, Inc.; AEM, Inc.; and Paradyme, Inc. v.
     02HR, LLC (not yet filed) - commercial litigation regarding
     the collection of promissory notes; and

  d. Other litigation matters as the Debtor deems necessary.

The Debtor disclosed that Shutts & Bowen has not received an
advance fee or retainer from the Debtor's estate, and that Shutts
& Bowen has previously waived any prepetition fees and expenses
owed to it by the Debtor.

The Debtor informed the Court that the terms of employment with
Shutts & Bowen are that services will be billed at the standard
hourly rates of Shutts & Bowen, which information was not provided
in the motion.

Eric S. Adams, Esq., a partner at Shutts & Bowen, LLP, assured the
Court that the firm has no connection with the U.S. Trustee's
office or any person employed at the U.S. Trustee's office, and
that the firm is a "disinterested person" as that term is defined
in Sec. 101(14) of the Bankruptcy Code.

                     About Mirabilis Ventures

Orlando, Florida-based Mirabilis Ventures Inc. is a private equity
firm.  The company filed for Chapter 11 protection on
May 27, 2008 (Bankr. M.D. Fla. Case No. 08-04327).  Elizabeth A.
Green, Esq., and Jimmy D. Parrish, Esq., at Latham Shuker Eden &
Beaudine LLP; and Richard Lee Barrett at Barrett, Chapman & Ruta,
P.A., represent the Debtor as counsel.   When the Debtor sought
bankruptcy protection, it listed assets and debts of between
$50 million and $100 million each.


MONACO COACH: Can Access Cash Collateral on Interim Basis
---------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized Monaco Coach Corporation and
its debtor-affiliates to access, on the interim, cash collateral
securing repayment of secured loans to their prepetition secured
lenders including Bank of America N.A. and Ableco Finance LLC.

A hearing is set for March 25, 2009, at 4:00 p.m., to consider
final approval of the cash collateral use.  Objections, if any,
are due March 19, 2009.

Proceeds of the cash collateral will only be used to pay expenses
when due in accordance to the proposed budget.  BofA says all
operating revenues, cash on hand, and proceeds from the sale or
other disposition of the priority collateral constitutes cash
collateral.

According to the Troubled Company Reporter on March 10, 2009, the
Debtors and the secured lenders are parties to credit agreements
dated November 6, 2008.  The Debtors owe $35,662,000 to BofA and
$36,987,000 to Ableco Finance as of March 4, 2009.  BofA and
Ableco are parties to an intercreditor agreement dated November 6,
2008, wherein BofA has a first priority security interest in
certain of the collateral and a second priority security interest
in the other collateral, while Ableco has a first priority
interest in certain of the term loan collateral and a second
priority security interest in the other term loan collateral.

The secured lenders will be granted replacement security interest
and liens in all of the Debtors' postpetition assets as adequate
protection.  The replacement liens will be deemed valid and
perfected by operation of law immediately upon entry of the
interim order.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
told the Court the secured lenders and the Debtors were unable to
negotiate the final terms of either the debtor-in-possession
financing or the use of cash collateral.  However, the parties
were able to iron out the terms of the interim order to prevent
the immediate and irreparable harm that would occur if the Debtors
failed to obtain cash.

A full-text copy of the Debtors' cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?3a29

Headquartered in Coburg, Oregon, Monaco Coach Corporation --
http://www.monacocoach.com-- makes recreational vehicles
including Monaco, Holiday Rambler, Beaver, Safari and R-Vision
brands.  The company and 11 of its affiliates filed for Chapter 11
protection on March 5, 2009 (Bankr. D. Del. Lead Case No.
09-10750).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the Debtors in their restructuring efforts.
The Debtors have $442,115,000 in total assets and $208,822,000 in
total debts as of Sept. 27, 2008.


MONACO COACH: Lenders May Raise Interest Rates on Credit Lines
--------------------------------------------------------------
Monaco Coach Corporation disclosed with the Securities and
Exchange Commission that the filing of its Chapter 11 case on
March 5 constituted an event of default under

   -- the loan and security agreement with certain financial
      institutions as lenders and Bank of America, N.A., a
      national banking association, as agent for the lenders,
      which provides with an $80.0 million secured revolving loan
      facility, and

   -- the financing agreement  with certain financial
      institutions as lenders and Ableco Finance LLC, a Delaware
      limited liability company, as collateral agent and
      administrative agent for the lenders, which provides the
      Company and certain of the Debtors with a $39.3 million
      secured term loan.

As of March 6, 2009, the principal amount outstanding under the
Working Capital Loan Agreement was $28,583,719, and the principal
amount outstanding under the Term Loan Agreement was $36,062,183.
The occurrence of the event of default under the Working Capital
Loan Agreement and the Term Loan Agreement purports to cause all
obligations under each of those agreements to become immediately
due and payable, including applicable prepayment premiums.

The company added that the event of default also purports to give
the lenders under the Working Capital Agreement the right to
increase the interest rate on outstanding obligations by 2.0%, and
to give the lenders under the Term Loan Agreement the right to
increase the interest rate on outstanding obligations by 3.0%.

The Company, in a March 5 statement on its bankruptcy filing, said
it plans to continue operating the business as a debtor-in-
possession in preparation for one or more sale transactions
involving parts or all of the business.  Imperial Capital, LLC,
the company's lead investment bank, is actively assisting the
Company in working toward a transaction that will allow operations
to resume.  Monaco also said it is negotiating with its lenders
for two debtor-in-possession (DIP) financings to supplement its
working capital.  The company expects continuation of the line of
credit on a cash collateral basis prior to the execution of the
DIP financing.

                         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.


MONACO COACH: Submits Budget Proposal to Bankruptcy Court
---------------------------------------------------------
Tim Christie at The Register-Guard reports that Monaco Coach
Corporation has submitted to the U.S. Bankruptcy Court for the
District of Delaware a budget proposal outlining what the company
needs to spend in the short term to continue operating and
maintain the value of its assets while it tries to sell all or
part of its business.

According to court documents, Monaco laid out a tentative budget
for the next 12 weeks, in which it estimates it will spend about
$20.4 million and collect $65.4 million.  Court documents say that
to get through the next three months, Monaco asked the Court to:

     -- Let it re-establish an incentive program for dealers and
        their sales representatives so they can sell Monaco's
        existing inventory.  Monaco chief financial officer
        Martin Daley estimates that the Company owes sales
        personnel about $130,000, and estimates it will need to
        spend about $65,000 a week going forward.  Dealers would
        receive an incentive payment against warranty claims that
        have accrued, limited to 5% of the price of a coach.
        Mr. Daley said the incentive program would make it easier
        to sell existing inventory and encourage dealers to buy
        new coaches.

     -- Authorize, but not require, Monaco to continue paying
        employee wages and benefits while the Company is in
        bankruptcy.  Mr. Daley said the Company has 220 employees
        on payroll.  He estimated back wages and benefits total
        about $450,000, and the Company's total weekly payroll is
        $300,000.  Mr. Daley asked the court to let Monaco to
        continue paying reimbursable business expenses, life
        insurance and other benefits.

     -- Allow it to hire certain professionals like lawyers,
        Accountants, and consultants, as needed, in connection
        with Monaco's ongoing business operations.

     -- Prohibit utilities, including telephone, gas, electricity,
        Web providers and others, from stopping service to the
        company.  Monaco said that it spends $461,000 a month on
        utilities, and it proposed making a "utility deposit"
        equal to about half that amount.

     -- Authorize it to pay sales and use taxes, totaling
        $100,000, and regulatory fees, estimated at $30,000.

     -- Authorize the Company to use cash collected from the
        sales of assets like RVs while it is in bankruptcy to
        keep the it operating.  Monaco would provide protection
        to lenders who also have an interest in this cash
        collateral.

Mr. Daley explained in court documents the company's current
financial state, how it got there, and what it needs to operate
the business with "minimal disruption."  According to court
documents, Mr. Daley listed assets that include:

     -- $7 million federal tax refund, which the Company received
        the same day it filed for bankruptcy;

     -- $108.9 million worth of inventory; and

     -- $6.7 million in accounts receivable, from sales that have
        been made but not yet paid.

According to The Register-Guard, Monaco owes $36.8 million on a
revolving loan fund and $36 million on a fixed-term loan, both of
which were obtained in November 2008.  The report states that a
big potential liability is represented by the value of coaches
that Monaco shipped to dealers, and which the Company could be
required to repurchase if a dealer went out of business or
defaulted on a loan.  Monaco estimated the value of the repurchase
obligations at $394.7 million, the report says.

The Register-Guard relates that Monaco said it had negotiated
"forbearance agreements" with lenders, who agreed to withdraw
repurchasing demands and stop making new ones until April 6.

                         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 motor-
home-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.


MORGAN HAUGH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Morgan Haugh Medical Group, P.S.C.
        1111 Medical Center Drive
        Mayfield, KY 42066

Bankruptcy Case No.: 09-50240

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

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtor's Counsel: Alan C. Stout, Esq.
                  Stout Law Office
                  111 W. Bellville
                  P.O. Box 81
                  Marion, KY 42064
                  Tel: (270) 965-4600
                  Fax: 270-965-4848
                  Email: counsel@stoutlaw.com

                  and

                  Todd A. Farmer, Esq.
                  Stout, Farmer & King, PLLC
                  329 N. 5th Street
                  PO Box 7766
                  Paducah, KY 42002-7766
                  Tel: (270) 443-4431
                  Fax: (270) 443-4631
                  Email: todd@sfk-law.com

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

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

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

            http://bankrupt.com/misc/kywb09-50240.pdf

The petition was signed by Marty Braaksma, corporate
representative of the company.


MPF CORP: Seeks June 30 Extension of Plan Filing Deadline
---------------------------------------------------------
MPF Holding US Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas to extend, for the second
time, its exclusive period to file a Chapter 11 plan.

MPF wants the deadline extended to June 30, saying that it's still
in the process of negotiating with buyers and can't yet file a
Chapter 11 plan, Bloomberg's Bill Rochelle reported.

According to Bloomberg, the company's collapse resulted from cost
overruns on a vessel known as a multipurpose floater designed for
work in deep water.  The company has parallel bankruptcy
proceedings in Bermuda.

                          About MPF Corp.

Headquartered in Bermuda, MPF Corp. Ltd. -- http://www.mpf-
corp.com/ -- engages in deep water oil and gas exploration.  The
company was established on April 25, 2006.  The company and
debtor-affiliate MPF Holding US LLC filed separate petitions for
Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos.
08-36086 and 08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represents the
Debtors as counsel.  When the Debtors filed for protection from
creditors, they listed assets of $100 million to $500 million, and
the same range of debts.

The Bermuda Proceedings and the Chapter 11 cases in the U.S. run
as parallel proceedings, which is coordinated to effectuate the
Debtors' goal of providing for a restructuring of their businesses
or sale of assets as may be in the best interests of their estates
and creditors.

The Debtors are in possession of their properties and continue to
operate and manage their businesses as debtors-in-possession.

Due to the size and complexity of the Debtors' businesses, and
their prepetition focus on restructuring their financial affairs
to avoid Chapter 11 filings, the Debtors failed to complete the
drafting of the Schedules and Statements, and do not anticipate
having the Schedules and Statements ready for filing within the
15-day period.


NEXSTAR BROADCASTING: Exchange Offer Cues S&P's Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Irving, Texas-based Nexstar Broadcasting Group Inc. and
related entities to 'CC' from 'B-', reflecting the company's
announced debt exchange offer.  The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on Nexstar's
7% senior subordinated notes due 2014 to 'C' from 'CCC'.

S&P placed all other issue-level ratings on Nexstar's secured and
unsecured debt on CreditWatch with negative implications.  The
CreditWatch listing reflects S&P's view that without the
consummation of the proposed debt exchange and the flexibility
benefit of lower cash interest expense, the company will face a
high possibility of violating its bank covenants within
the next quarter or two.

The rating actions reflect the company's announcement that it is
commencing an offer to exchange between $114.9 million and
$143.6 million principal of its 7% senior subordinated notes due
2014 for a similar amount of 7% senior subordinated pay-in-kind
notes due 2014 and cash.  S&P believes that the exchange offer
significantly diverges from the original terms of the obligation.
Nexstar is seeking to exchange the cash-paying notes with PIK
notes for $93.10 per $1,000.  Note holders who tender on or before
an early participation date will receive an early participation
payment of $30.00 per $1,000.  From the date of issuance of the
PIK notes through Jan. 15, 2011, interest will accrue in kind on
the PIK notes at an annual rate of 0.5%, such that the principal
amount of the notes as of Jan. 15, 2011 will equal $1,000.

The exchange offer, if successful, will enable the company to
significantly improve its headroom under its total leverage
covenant at a time when TV broadcasters' revenues are declining
steeply in a non-election year and recession.  During the PIK-
paying period, the PIK notes will be excluded from Nexstar's total
leverage calculation under its senior secured credit facility, but
they will be added back to the total leverage calculation when the
company starts paying cash interest in January 2011.  In the
absence of this transaction, S&P believes that Nexstar would
probably violate its total leverage covenant in the first or
second quarter of 2009.  S&P therefore views this transaction as a
distressed exchange.

"Upon consummation of the transaction, S&P expects to lower the
corporate credit rating to 'SD' (selective default) and the issue-
level rating on the 7% senior subordinated notes due 2014 to 'D',"
said Standard & Poor's credit analyst Deborah Kinzer.  "As soon as
possible thereafter, S&P will reassess the company's business
outlook and assign new ratings.  If the transaction does not go
through, the company would probably require a covenant waiver or
an expensive amendment to its credit agreement."


NORTHEAST BIOFUELS: Ethanol Plant Marked for April 14 Auction
-------------------------------------------------------------
Northeast Biofuels LP, gave up plans of seeking financing to
reorganize for its almost-completed ethanol plant in Fulton, New
York, and instead filed papers on March 9 to hold an auction on
April 14 for the 100 million gallon- a-year facility, Bloomberg's
Bill Rochelle said.

The proposed auction procedures, according to Bloomberg, provide
for this time-line:

   -- bids would be due April 9

   -- an auction will be held April 14.

   -- the sale hearing will be held April 17.

The proposed procedures also allow secured lenders to submit
credit bids for the assets.

The Bloomberg report relates the company blamed the contractor
Lurgi Inc. for construction flaws that resulted in the failure of
the plant to reach anticipated production levels.  Lurgi, on the
other hand, says problems with the plant were the result of
improper operation by the owner.  Lurgi, the report adds, has
filed a lawsuit attempting to stop Northeast Biofuels from drawing
down an $8.1 million letter of credit to cover the owner's alleged
damages.

Lurgi contends the company didn't follow required procedures
before attempting to draw on the letter of credit.

Citigroup Venture Capital International Biofuel LP and BMC
LP own 85 percent of the equity in the ocmpany.. T

                     About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The Debtors proposed FTI Consulting Inc. as their
financial advisor.  When the Debtors filed for protection from
their creditors, they listed assets and debt between $100 million
to $500 million each.


OSHKOSH CORP: S&P Affirms 'B' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' long-term corporate credit rating, on Oshkosh Corp., and
removed the ratings from CreditWatch, where they had been placed
with negative implications on Jan. 29, 2009.  The outlook is
negative.

"The affirmation follows the company's announcement that it has
completed an amendment to its credit agreement which resets
financial covenant levels," said Standard & Poor's credit analyst
Dan Picciotto.  The amendment resulted in higher interest rates,
which will reduce free cash flow generation.  In addition, end
markets remain challenged as the global economic downturn has
resulted in softer demand.  If the downturn is prolonged, revised
covenant levels could again come under pressure.

The ratings reflect the Oshkosh, Wisconsin-based company's highly
leveraged financial profile, which more than offsets its leading
business positions in key segments of the specialty vehicle market
and good product and end-market diversity.

Oshkosh is a leading designer, manufacturer, and marketer of a
broad range of specialty commercial, fire and emergency, and
military vehicles.  The company maintains leadership positions in
heavy-duty rescue vehicles, severe-duty tactical trucks, custom
and commercial pumpers, severe-duty plow and snow removal
vehicles, concrete mixers, refuse truck bodies, and tow trucks.
It is also the world's largest aerial work platform manufacturer.
As a result of the JLG acquisition in late 2006, Oshkosh expanded
its product, end-market, and geographic diversity.  The company
generated revenue by segment as follows through in fiscal 2008:
access equipment (43%), defense (26%), fire and emergency (17%),
and commercial (14%).

Oshkosh's operating margin (before depreciation and amortization)
is less than 10% and likely to deteriorate further due to lower
sales volumes in fiscal 2009.  The weaker global economic
environment has had a pronounced effect on the company's access
equipment segment, where sales decreased 40% in the fiscal first
quarter.  The defense segment may provide some offset to this
weakness but S&P expects overall results to be meaningfully lower.

Standard & Poor's views Oshkosh's financial risk profile as highly
leveraged.  Oshkosh's debt (adjusted for operating leases and
postretirement benefit obligations) to EBITDA was about 4.2x and
funds from operations to adjusted debt was about 13% at
Dec. 31, 2008.  However, S&P expects these measures to deteriorate
in the coming year as worsening operating performance is not
likely to be fully offset by debt repayments.

A negative rating action could occur if headroom under financial
covenants becomes limited.  For instance, S&P could lower the
ratings if headroom appears likely to decline to less than 10%.
S&P could take a positive rating action if the company's operating
performance stabilizes and the company appears able to maintain
good headroom under its covenants of more than 10%.


PACIFIC ENERGY: Proposes to Employ Pachulski as Bankr. Counsel
--------------------------------------------------------------
Pacific Energy Resources Ltd. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Pachulski Stang Ziehl & Jones LLP as their
counsel.

The firm will:

   a) provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their businesses and management of their
      property;

   b) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c) appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court;

   d) prepare and pursue confirmation of a plan and approval of a
      disclosure statement; and

   e) perform all other legal services for the Debtors that may
      be necessary and proper in these proceedings.

The firm's professionals and their standard hourly rates as of
Jan. 1,2009, are:

      Professional                    Hourly Rate
      ------------                    -----------
      Laura Davis Jones, Esq.            $795
      Ira D. Kharasch, Esq.              $750
      Maxim B. Litvak, Esq.              $550
      Scotta E. McFarland, Esq.          $525
      Robert M. Saunders, Esq.           $495
      Werner Disse, Esq.                 $495
      Shawn Quinlivan, Esq.              $225

Ira D. Kharasch, Esq., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

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.


PARADOCKS TWO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Paradocks Two, LLC a/k/a Paradocks II
        1244 Executive Boulevard
        Building C, Suite 100
        Chesapeake, VA 23320

Bankruptcy Case No.: 09-70904

Chapter 11 Petition Date: March 7, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Dale V. Berning, Esq.
                  Berning Law
                  817 Virginia Beach Blvd., #101
                  Virginia Beach, VA 23451
                  Tel: (757) 961-1281
                  Fax: (757) 490-1044
                  Email: dalevberning@cox.net

Estimated Assets: $100,001 to $500,000

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

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

            http://bankrupt.com/misc/vaeb09-70904.pdf

The petition was signed by Ken Newman, manager of the company.


PATRICK CANNON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Patrick M. Cannon
        6700 Ferstel Road
        Newburgh, IN 47630

Bankruptcy Case No.: 09-70281

Chapter 11 Petition Date: March 6, 2009

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

Judge: Basil H. Lorch III

Debtor's Counsel: John Goodridge, Esq.
                  915 Main Street, Suite 208
                  Evansville, IN 47708
                  Tel: (812) 426-0482
                  Fax: (812) 426-2211
                  Email: jgoodridge@jaglo.com

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

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

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

            http://bankrupt.com/misc/insb09-70281.pdf

The petition was signed by Patrick M. Cannon.


PEREGRINE SYSTEMS: Former Counsel E. Deller Goes to Trial
---------------------------------------------------------
A former Peregrine Systems Inc. general counsel, Eric Deller,
filed false regulatory documents to contribute to the fraud that
destroyed the software company, a prosecutor said at the start of
his criminal trial.

Bloomberg reports that Mr. Deller is charged with bank fraud, wire
fraud, securities fraud and conspiracy to commit bank fraud.
Deller "helped conceal negative information from banks and
investors," the prosecutor said.

"The evidence will show he and other executives were involved in"
filing false reports "to the Securities and Exchange Commission
and issued false legal opinions signed by the defendant and issued
to banks in order to borrow money," Assistant U.S. Attorney Eric
Beste told jurors in federal court in San Diego, said Bloomberg.

According to Bloomberg, Mr. Deller is the only remaining Peregrine
defendant whose case is unresolved.  Prosecutors charged 18 people
in the multimillion-dollar accounting scam that falsely inflated
profits to boost Peregrine's stock.  The conspiracy sent the
company into bankruptcy in 2002.  Fourteen people pleaded guilty,
including former Chief Executive Officer Stephen Gardner, former
President Gary Lenz and ex-Chief Financial Officer Matt Gless.
Charges against three others were dropped, Bill Callahan and Thom
Weidlich of Bloomberg reported.

Melinda Haag, one of Mr. Deller's lawyers, of San Francisco-based
Orrick, Herrington & Sutcliffe LLP, as cited by the report said in
her opening statement to the jury, "The evidence will show he is
an innocent man.  He had no idea the CEO of Peregrine, the
treasurer of Peregrine and the head of the sales department at
Peregrine were up to their eyeballs in falsifying figures." The
report points out that according to Ms Haag, the prosecutors' case
against Mr. Deller is flawed, and added, "The government is
stitching together a handful of e-mails and a few documents and
the testimony of people who have the powerful incentive to lie".

                    About Peregrine Systems

Headquartered in San Diego, Calif., Peregrine Systems, Inc. --
http://www.peregrine.com/-- was a global provider of enterprise
software to enable leading companies to optimally manage the IT
infrastructure.  The Company's flagship product suites --
ServiceCenter(R) and AssetCenter(R) -- create a foundation for IT
asset and service management solutions based on industry best
practices, including ITIL (IT Infrastructure Library).  In
addition, customers used Peregrine's Configuration Services suite
to gain an accurate, consolidated view of their IT assets.
Peregrine recently introduced a new vision -- Optimal IT -- to
deliver predictive analytics and decision modeling to optimize IT
performance.  The Company conducted business from offices in the
Americas, Europe and Asia Pacific.

The Company filed a voluntary Chapter 11 petition on Sept. 22,
2002. On Aug. 7, 2003, Peregrine became the first public
enterprise software company to successfully restructure under
Chapter 11 protection.

In September 2005, Hewlett-Packard Co. (NYSE:HPQ; Nasdaq:HPQ) and
Peregrine Systems signed a definitive agreement pursuant to
which HP will acquire Peregrine in a cash merger for $26.08 per
share representing an aggregate equity value of $425 million.
That same year, Peregrine settled with the U.S. Securities and
Exchange Commission after restating $509 million in revenue.


PEREGRINE SYSTEMS: Ex-Finance Chief Order to Pay $2.09-Mil.
-----------------------------------------------------------
Matthew Gless, former chief financial officer of Peregrine Systems
Inc., was ordered to pay $2.09 million in restitution for his role
in the fraud that destroyed the software company once valued at
$4.72 billion, Bloomberg News reported.

According to the report, Mr. Gless, who in December was sentenced
to five years and three months in prison, was ordered to repay the
money by U.S. District Judge Thomas Whelan in San Diego.

Bloomberg earlier reported that former Peregrine vice president,
Douglas Powanda, was ordered to pay $11.2 million in restitution
for his role in the fraud.  He was ordered to pay another
$5.74 million on top of the $5.5 million he paid to settle civil
suits.  Mr. Powanda had pleaded guilty.

According to the report, prosecutors charged 18 people in a
multimillion-dollar accounting scam to falsely inflate profits and
boost Peregrine's stock. The conspiracy sent the company, once
valued at $4.72 billion, into bankruptcy in 2002. Fourteen pleaded
guilty, including ex-Chief Executive Officer Stephen Gardner,
former President Gary Lenz and ex-Chief Financial Officer Matt
Gless.

Bloomberg relates that in December, Judge Whelan sentenced Mr.
Powanda to six-and-a-half years in prison after he pleaded guilty
to securities fraud and conspiracy and also directed ex-Peregrine
Controller Berdj Rassam to pay $129,308 in restitution. Mr.
Rassam, who pleaded guilty to securities fraud, was sentenced in
December to two years in prison. While Mr. Gardner would pay
"about $3 million" in restitution, depending on how the proceeds
from the sale of two Gardner properties are tabulated. Mr. Gardner
was sentenced in December to eight years and one month in prison
after pleading guilty in March 2007.

Bloomberg states that the restitution paid by former Peregrine
executives involved in the fraud will go to a fund that will be
disbursed to about 15,000 former shareholders who are part of a
class-action lawsuit filed in the wake of the company's collapse.

The final defendant in the case, former General Counsel Eric
Deller, was slated for trial March 3.  He has pleaded not guilty.
Prosecutors dropped charges against two other former Peregrine
executives and a partner at now-defunct accounting firm Arthur
Andersen, Peregrine's outside auditor, after trials ended with
deadlocked juries.

                    About Peregrine Systems

Headquartered in San Diego, Calif., Peregrine Systems, Inc. --
http://www.peregrine.com/-- was a global provider of enterprise
software to enable leading companies to optimally manage the IT
infrastructure.  The Company's flagship product suites --
ServiceCenter(R) and AssetCenter(R) -- create a foundation for IT
asset and service management solutions based on industry best
practices, including ITIL (IT Infrastructure Library).  In
addition, customers used Peregrine's Configuration Services suite
to gain an accurate, consolidated view of their IT assets.
Peregrine recently introduced a new vision -- Optimal IT -- to
deliver predictive analytics and decision modeling to optimize IT
performance.  The Company conducted business from offices in the
Americas, Europe and Asia Pacific.

The Company filed a voluntary Chapter 11 petition on Sept. 22,
2002.  On Aug. 7, 2003, Peregrine became the first public
enterprise software company to successfully restructure under
Chapter 11 protection, shedding about $537 million of debt.

In September 2005, Hewlett-Packard Co. (NYSE:HPQ; Nasdaq:HPQ) and
Peregrine Systems signed a definitive agreement pursuant to
which HP would acquire Peregrine in a cash merger for $26.08 per
share representing an aggregate equity value of $425 million.
That same year, Peregrine settled with the U.S. Securities and
Exchange Commission after restating $509 million in revenue.


PETTERS GROUP: Ritchie Capital Counters Polaroid Suit
-----------------------------------------------------
Ritchie Capital Management, L.L.C. and related companies filed a
counterclaim against Polaroid Corporation asking the bankruptcy
court to declare that Ritchie's security interests in certain
Polaroid trademarks and in certain pledged promissory notes are
legitimate, valid, and enforceable.

The counterclaim asserts that Ritchie has a valid agreement with
Polaroid that granted security interests in Polaroid's trademarks
in Brazil, China and India.

Polaroid had filed a lawsuit disputing the validity of Ritchie's
claims.  Polaroid is owned by Petters Group Worldwide, which is
owned by Thomas Petters, who has been charged with fraud and
related crimes.

In its counterclaim, Ritchie says that the Polaroid lawsuit
"irresponsibly suggest(s), among other things, that Ritchie was
aware of the fraudulent scheme perpetrated by Petters and tried to
salvage its own loans at the expense of other creditors." Indeed,
Polaroid's complaint "is rife with groundless allegations that
irresponsibly insinuate that Ritchie had knowledge of, or worse,
involvement in, the fraud perpetrated by Petters," the Ritchie
counterclaim asserts, citing numerous portions of the Polaroid
complaint.

"These outrageous allegations are baseless, irresponsible and
malicious. Polaroid does not, because it cannot, directly allege
that Ritchie was complicit in the fraud committed by Petters.
Polaroid also does not, because it cannot, allege that Ritchie was
aware of the fraud committed by Petters - or even suggest any
means by which Ritchie could have been made aware of a fraud," the
counterclaim says.

The implication that Ritchie was aware of the fraudulent scheme
"is irresponsible and disingenuous for a number of reasons, but
most notably because Mary Jeffries, PGW's President at the time
and Polaroid's current CEO, actively participated in the
negotiations that led to the transactions Polaroid now seeks to
avoid, and she knows better," the Ritchie counterclaim states.

"Such suggestions and implications are not merely false, they are
a malicious attempt to damage Ritchie's reputation," the
counterclaim says.

Furthermore, Ritchie's counterclaim indicates that Ritchie has
"grave concerns" that the "Polaroid Complaint is representative of
the manner in which this proceeding (and . . . the related
bankruptcy proceedings) will be conducted."

In a separate statement, the company said it has grave concerns
because the Polaroid complaint "needlessly consumes not only the
time and resources of the Bankruptcy Court, Polaroid and Ritchie,
but also the resources of the estate, and thus will ultimately
reduce the amounts recovered by all creditors."

"Ritchie's concerns extend further," the company continued. "In
particular, the Polaroid complaint appears to be a weapon used by
Douglas Kelley, receiver for Polaroid, in his efforts to silence
and to retaliate and seek retribution against Ritchie for
Ritchie's good faith challenges to the legitimacy of Kelley's
receiverships and his installation as trustee in the bankruptcies
of several of the Petters entities. These efforts by Kelley not
only unfairly hinder Ritchie's efforts to protect the interests of
the investors in its managed funds, but also serve to perpetuate
the receiverships."

"There is a strong motivation to perpetuate the receiverships --
they are enormously lucrative not only for the receiver, but also
for the army of attorneys representing the receiver and the
bankrupt estates of PGW, PCI, Polaroid and the other Petters
debtors," the company said. "Those benefits, however, come at a
great detriment and a huge cost to the victims of the Ponzi scheme
and the creditors of all of the Petters entities - Kelley's
efforts are likely to greatly diminish the prospects for
meaningful recovery by the creditors of legitimate businesses
owned by Petters and the victims of Petters' alleged Ponzi
scheme."

"Based on the approximately $2.6 million of legal and other
professional fees that appear to have been charged to the debtors
for work performed through the end of January 2009, Ritchie
estimates that the administration of the receivership and the
bankruptcy cases is likely to cost between $75 million and $100
million in professional fees alone during the course of the
several years that Kelley has predicted it will take to resolve
all of the cases," the company continued.

"If Kelley continues to manage the receiverships in the way in
which they have been managed thus far, the combination of high
legal and professional expenses for the estates and the inability
or unwillingness of Kelley to undertake necessary and appropriate
actions as receiver will result in little or no recovery by
creditors of legitimate Petters companies. In this regard,
accurate projections of future expenses of the cases are made more
difficult by the stark contrast between most Chapter 11 cases,
which are characterized by a high degree of transparency, and the
opacity of Kelley's handling of the current cases. For example,
Kelley has never disclosed the rates he is charging for his
professional services as receiver, even though various interested
parties (including Ritchie) have requested such disclosure," the
company added.

"Ritchie strongly believes that its security interests are valid
and enforceable and that it is entitled to the full benefit of
such security interests in the Polaroid bankruptcy proceedings,"
the company concluded.

As reported by the Troubled Company Reporter on February 17, 2009,
Polaroid sued U.S. hedge funds Acorn Capital Group LLC and Ritchie
Capital over claims they fraudulently acquired liens against
Polaroid's assets before it went bankrupt.

According to Erik Larson at Bloomberg News, Polaroid sought
Chapter 11 protection in December after Thomas Petters, the
founder of Polaroid owner Petters Group Worldwide LLC, was charged
with running a $3 billion Ponzi scheme.  Acorn had loaned Petters
at least $281 million, while Ritchie invested more than $189
million, court records show.

On November 1, 2004, Acorn entered into a Credit Agreement with
Petters Group affiliate, PAC Funding, LLC, pursuant to which it
agreed to loan PAC $200 million.   The Credit Agreement was
subsequently modified on several occasions, ultimately increasing
the loan commitment to $300 million.  PAC in turn used a portion
of the funds advanced by Acorn to make at least two loans to
Polaroid for a total of $25 million for Polaroid to use in its
business operations.  To secure the amounts due under the Credit
Agreement, Polaroid executed and delivered to Acorn a Security
Agreement pursuant to which Polaroid granted Acorn a security
interest in its inventory, accounts and U.S., Mexican and Canadian
trademarks.  The Security Agreement secures repayment of all
amounts advanced to PAC under the Credit Agreement, which
currently exceeds $276 million.

However, according to Polaroid, Acorn discovered early last year
that electronics and other assets securing its loans to Petters
may not have existed and arranged instead to secure them with
Polaroid's assets, according to an adversary proceeding filed in
the U.S. Bankruptcy Court for the District of Minnesota.

Polaroid, Bloomberg said, alleges that Petters and Acorn
"orchestrated a plan targeted at securing the value of Polaroid in
an attempt to shore up, conceal and cover millions of dollars in
losses,"

Similar claims were made against Ritchie, which last year issued
Petters securities in the form of promissory notes, Polaroid
claims, Bloomberg said.   Ritchie said the outstanding balance on
the notes as of October is more than $260 million, according to
the complaint.

"At no time when the loans were advanced, and the liens to
secure such loans granted, did the Ritchie entities have any
knowledge that Petters and any related corporations were engaged
in any fraudulent conduct," Ritchie spokesman Justin Meise said in
an e-mailed statement to Bloiomberg.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.

                       About Ritchie Capital

Ritchie Capital is a diversified alternative asset management firm
established in 1997 with interests in hedge funds, private equity,
venture capital, insurance, energy and real estate and with
offices in Lisle, Illinois; New York; and Menlo Park, California.


PETTERS GROUP: Sun Country Repays Debtor-In-Possession Loan
-----------------------------------------------------------
Joshua Freed at The Associated Press reports that Sun Country
Airlines said that it has repaid its debtor-in-possession loan.

According to The AP, Sun Country had worked out a $5 million line
of credit with Elite Landings, which is also a creditor of the
Company.  Elite Landings, states the report, said that it had
drawn about $1 million of the line of credit.

The AP relates that Sun Country spokesperson Wendy Blackshaw said
that the Company repaid the loan out of its operating revenue.
The report quoted her as saying, "Basically it's because we had a
good season.  We're becoming a lot more financially solvent."

Sun Country hopes to emerge from bankruptcy within the next couple
of months, The AP reports, citing Ms. Blackshaw.

                 About Petters Group Worldwide

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

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

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

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


PHILADELPHIA NEWSPAPERS: Hearing on DIP Loan Moved to March 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Pennsylvania in
Philadelphia has postponed until March 17 the hearing on
Philadelphia Newspapers LLC's request to access $25 million in
financing from affiliates of its owners.

Objections have been filed against the terms of the DIP Loan.
According to Bloomberg's Bill Rochelle, creditors contended the
financing is to maintain the job of Chief Executive Brian Tierney
who led a group of investors that acquired the newspapers in June
2006 from McClatchy Co. for $562 million.

The existing lenders are making a competing proposal of $20
million in financing.  According to The Philadelphia Inquirer, the
Debtor and the senior lenders have agreed to the postponement of
the hearing and are "negotiating on financing".

The Philadelphia Inquirer also that the Debtor has agreed to the
lenders' request that it withdraw a motion to hire a law firm to
investigate an alleged unauthorized recording of a meeting that
happened before the bankruptcy filing Feb. 22.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHOENIX COMPANIES: Moody's Downgrades Senior Debt Rating to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
Phoenix Companies, Inc. to Ba2 from Ba1, and the insurance
financial strength rating of the company's life insurance
subsidiaries, led by Phoenix Life Insurance Company, to Baa2 from
Baa1.  The outlook on all the ratings is negative.  The rating
action concludes the review for possible downgrade that was
effected on February 19, 2009.

Moody's said the rating downgrade is based primarily on the
suspension of sales of Phoenix's products by the company's primary
distribution partner, a major property and casualty writer with an
extensive nationwide distribution system, as well as the rating
agency's expectation that additional distributors may well follow
suit.  In addition, Phoenix has also announced that a second major
distribution partner is also suspending sales of Phoenix's annuity
products.  The primary distributor suspending sales of Phoenix's
products accounted for 27% of the company's life sales, and more
than half of all of its annuity sales.

Moody's commented that the actions of these two distributors, plus
potential similar actions of other Phoenix distributors, means
that Phoenix's new sales of both life and annuity products are
very likely to substantially decline in 2009 from 2008 levels, and
remain at a much lower level for the foreseeable future.

Moody's also stated that Phoenix's financial flexibility will be
constrained by having only one source of funds available to the
holding company, its primary operating company, Phoenix Life.
Phoenix Life's capitalization will also be pressured by continuing
investment losses in the most challenging investment environment
experienced in decades, which will further diminish the financial
flexibility of the group.  In addition, the company's future
earnings will be driven primarily by the runoff of its existing
inforce business, and it will need to carefully manage its
expenses in the face of reduced future sales.

Based on the composition of its investment portfolio, Phoenix is
likely to experience near term higher levels of economic losses on
its real-estate and structured securities, including RMBS (jumbo-
Prime, Alt-A and subprime securities) and CMBS investments given
the rating agency's revised losses for these asset classes, as
well as rising corporate default rates as a result of the
recession.  In addition, ongoing rating migration in the
investment portfolio will increase required regulatory capital,
further depressing the risk-based capital level of Phoenix Life.

Moody's stated that the negative outlook reflects the challenges
the company will face in reorienting its business strategy in
terms of future sales, especially in a difficult business
environment.  Phoenix will be attempting to implement business
strategies for which it may have relatively limited expertise, and
for which there are few successful examples.  It is also very
important for the company's long-term success that it be able to
maintain existing client relationships, especially with clients
that have relationships that are of substantial size.

Somewhat offsetting these negatives, the rating agency said, are
Phoenix's significant existing block of permanent life insurance
to affluent individuals and businesses, the very long term
maturities of its debt obligations, and modest cash needs at the
holding company.

Moody's stated that given the negative outlook on Phoenix's
ratings, it is unlikely that the company's ratings would
experience upward rating pressure, but the outlook could return to
stable if: 1) Phoenix Life's capital levels are successfully
stabilized at approximately current levels, 2) Phoenix Life has a
large enough statutory net gain from operations in 2009 to be able
to adequately support holding company obligations, 3) persistency
rates on the company's existing policies remain consistent with
current levels, and 4) gross investment losses in 2009 are less
than $125 million.

Conversely, the ratings could be downgraded further if: 1) the
NAIC RBC level declines and remains below 300%, 2) persistency
rates on the company's existing policies substantially decline, or
3) the company's gross investment losses exceed $250 million.

These ratings have been downgraded with a negative outlook:

* Phoenix Companies, Inc. -- senior unsecured debt rating to
  Ba2 from Ba1;

* Phoenix Life Insurance Company -- insurance financial
  strength to Baa2 from Baa1, surplus notes to Ba1 from Baa3;

* PHL Variable Insurance Company -- insurance financial
  strength to Baa2 from Baa1.

Phoenix is an insurance organization headquartered in Hartford,
Connecticut.  As of December 31, 2008, Phoenix reported total
assets of about $26 billion and shareholder's equity of
approximately $865 million.

The last rating action on Phoenix occurred on February 19, 2009
when Moody's downgraded Phoenix's ratings and left then on review
for possible further downgrade.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually pay senior
policyholder claims and obligations.


PHOENIX COS: S&P Downgrades Counterparty Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Phoenix Cos. Inc. to 'BB-' from
'BB'.  At the same time, S&P lowered its counterparty credit and
financial strength ratings on Phoenix Cos. Inc.'s operating
subsidiaries -- Phoenix Life Insurance Co., PHL Variable Insurance
Co., and AGL Life Assurance Co. to 'BBB-' from 'BBB'.  The outlook
is negative.

"S&P lowered the ratings following Phoenix's announcement that its
distribution relationships with State Farm Mutual Automobile
Insurance Co. and National Life Group have been suspended pending
a review," said Standard & Poor's credit analyst Adrian Pask.
"These distribution relationships accounted for more than two-
thirds of annuity sales and one-third of annualized life insurance
sales in 2008."

"The suspension of sales from these key distribution relationships
likely will further weaken the companies' competitive position,"
said Mr. Pask.  Although Phoenix has plans to enter into private
labeling partnerships, execution risks are inherent in this
strategy and in the financial arrangement, with regards to how
income is earned and the overall level of income.  S&P believes
that private labeling partnerships likely will not replace the
suspended distribution relationships.  Following the distribution
announcements, Standard & Poor's expects that surrender activity
may increase in 2009, particularly on Phoenix's annuity products.
The reduction in sales likely will reduce the strain associated
with writing new business and likely will boost both statutory
earnings and organic capital generation in 2009.


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.


POLAROID CORP: Court Sets March 30 Auction for All Assets
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
approved the auction and bidding procedures for the sale of all
the properties, assets and rights of Polaroid Corp., et al., to
PHC Acquisitions, LLC, the proposed purchaser, subject to higher
or better offers.  PHC will be buying all of Polaroid's
intellectual property rights and the "Polaroid" name and brand,
and other assets related to the Polaroid business.

Pursuant to an Asset Purchase Agreement by and among the Debtors
and the proposed purchaser, dated as of January 24, 2009, PHC
Acquisitions, LLC has offered to purchase the Debtor's assets for
$42,000,000 in cash and the assumption of certain liabilities,
free and clear of all liens, claims, and encumbrances.

PHC Acquisitions is an affiliate of Genii Capital, S.A., a
Luxembourg based private equity firm.

The Court also approved the payment of a break-up fee of
$1,200,000, an expense reimbursement of up to $500,000 and other
Protections to the PHC, as stalking horse bidder.

In the case of multiple bids, the Court has scheduled an auction
for March 30, 2009, at 9:00 a.m. (prevailing Central Time) at the
offices of Lindquist & Vennum PLLP in Minneapolis, Minnesota.

The deadline for the submission of competing bids will be
March 26, 2009, at 5:00 p.m. (prevailing Central Time).

The Sale Hearing will be held on March 31, 2009, at 1:30 p.m.
(prevailing Central Time).

Objections, if any, to the sale, must be in writing and filed with
the clerk of the Bankruptcy Court on or before 1:30 p.m.
(prevailing Central Time) and served by delivery not later than
March 26, 2009, or filed and served by mail not later than
March 23, 2009, and served upon the Notice Parties.

Bids for the Acquired Assets or substantially all of the assets of
Polaroid must be for a minimum bid equal to or greater than the
sum of (i) the purchase price set forth in the Purchase Agreement,
(ii) the Expense Reimbursement, (iii) the Break-Up Fee; and (iv)
$150,000.

A good faith deposit equal to 10% of the Initial Incremental Bid
Amount will be submitted, which deposit will be held in escrow
until the selection of the Successful Bidder(s) and the Back-Up
Bidder(s), as to all other bidders, or as to the Back-Up
Bidder(s), 48 hours after the Back-Up Bidder(s) is terminated.

A full-text copy of the Court's order approving the auction and
bidding procedures is available at:

http://bankrupt.com/misc/PolaroidCorp.BiddingProceduresOrder.pdf

                    About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


POLAROID CORP: Ritchie Capital Calls Suit 'Baseless, Malicious'
---------------------------------------------------------------
Ritchie Capital Management, L.L.C. and related companies filed a
counterclaim against Polaroid Corporation asking the bankruptcy
court to declare that Ritchie's security interests in certain
Polaroid trademarks and in certain pledged promissory notes are
legitimate, valid, and enforceable.

The counterclaim asserts that Ritchie has a valid agreement with
Polaroid that granted security interests in Polaroid's trademarks
in Brazil, China and India.

Polaroid had filed a lawsuit disputing the validity of Ritchie's
claims.  Polaroid is owned by Petters Group Worldwide, which is
owned by Thomas Petters, who has been charged with fraud and
related crimes.

In its counterclaim, Ritchie says that the Polaroid lawsuit
"irresponsibly suggest(s), among other things, that Ritchie was
aware of the fraudulent scheme perpetrated by Petters and tried to
salvage its own loans at the expense of other creditors." Indeed,
Polaroid's complaint "is rife with groundless allegations that
irresponsibly insinuate that Ritchie had knowledge of, or worse,
involvement in, the fraud perpetrated by Petters," the Ritchie
counterclaim asserts, citing numerous portions of the Polaroid
complaint.

"These outrageous allegations are baseless, irresponsible and
malicious. Polaroid does not, because it cannot, directly allege
that Ritchie was complicit in the fraud committed by Petters.
Polaroid also does not, because it cannot, allege that Ritchie was
aware of the fraud committed by Petters - or even suggest any
means by which Ritchie could have been made aware of a fraud," the
counterclaim says.

The implication that Ritchie was aware of the fraudulent scheme
"is irresponsible and disingenuous for a number of reasons, but
most notably because Mary Jeffries, PGW's President at the time
and Polaroid's current CEO, actively participated in the
negotiations that led to the transactions Polaroid now seeks to
avoid, and she knows better," the Ritchie counterclaim states.

"Such suggestions and implications are not merely false, they are
a malicious attempt to damage Ritchie's reputation," the
counterclaim says.

Furthermore, Ritchie's counterclaim indicates that Ritchie has
"grave concerns" that the "Polaroid Complaint is representative of
the manner in which this proceeding (and . . . the related
bankruptcy proceedings) will be conducted."

In a separate statement, the company said it has grave concerns
because the Polaroid complaint "needlessly consumes not only the
time and resources of the Bankruptcy Court, Polaroid and Ritchie,
but also the resources of the estate, and thus will ultimately
reduce the amounts recovered by all creditors."

"Ritchie's concerns extend further," the company continued. "In
particular, the Polaroid complaint appears to be a weapon used by
Douglas Kelley, receiver for Polaroid, in his efforts to silence
and to retaliate and seek retribution against Ritchie for
Ritchie's good faith challenges to the legitimacy of Kelley's
receiverships and his installation as trustee in the bankruptcies
of several of the Petters entities. These efforts by Kelley not
only unfairly hinder Ritchie's efforts to protect the interests of
the investors in its managed funds, but also serve to perpetuate
the receiverships."

"There is a strong motivation to perpetuate the receiverships --
they are enormously lucrative not only for the receiver, but also
for the army of attorneys representing the receiver and the
bankrupt estates of PGW, PCI, Polaroid and the other Petters
debtors," the company said. "Those benefits, however, come at a
great detriment and a huge cost to the victims of the Ponzi scheme
and the creditors of all of the Petters entities - Kelley's
efforts are likely to greatly diminish the prospects for
meaningful recovery by the creditors of legitimate businesses
owned by Petters and the victims of Petters' alleged Ponzi
scheme."

"Based on the approximately $2.6 million of legal and other
professional fees that appear to have been charged to the debtors
for work performed through the end of January 2009, Ritchie
estimates that the administration of the receivership and the
bankruptcy cases is likely to cost between $75 million and $100
million in professional fees alone during the course of the
several years that Kelley has predicted it will take to resolve
all of the cases," the company continued.

"If Kelley continues to manage the receiverships in the way in
which they have been managed thus far, the combination of high
legal and professional expenses for the estates and the inability
or unwillingness of Kelley to undertake necessary and appropriate
actions as receiver will result in little or no recovery by
creditors of legitimate Petters companies. In this regard,
accurate projections of future expenses of the cases are made more
difficult by the stark contrast between most Chapter 11 cases,
which are characterized by a high degree of transparency, and the
opacity of Kelley's handling of the current cases. For example,
Kelley has never disclosed the rates he is charging for his
professional services as receiver, even though various interested
parties (including Ritchie) have requested such disclosure," the
company added.

"Ritchie strongly believes that its security interests are valid
and enforceable and that it is entitled to the full benefit of
such security interests in the Polaroid bankruptcy proceedings,"
the company concluded.

As reported by the Troubled Company Reporter on February 17, 2009,
Polaroid sued U.S. hedge funds Acorn Capital Group LLC and Ritchie
Capital over claims they fraudulently acquired liens against
Polaroid's assets before it went bankrupt.

According to Erik Larson at Bloomberg News, Polaroid sought
Chapter 11 protection in December after Thomas Petters, the
founder of Polaroid owner Petters Group Worldwide LLC, was charged
with running a $3 billion Ponzi scheme.  Acorn had loaned Petters
at least $281 million, while Ritchie invested more than $189
million, court records show.

On November 1, 2004, Acorn entered into a Credit Agreement with
Petters Group affiliate, PAC Funding, LLC, pursuant to which it
agreed to loan PAC $200 million.   The Credit Agreement was
subsequently modified on several occasions, ultimately increasing
the loan commitment to $300 million.  PAC in turn used a portion
of the funds advanced by Acorn to make at least two loans to
Polaroid for a total of $25 million for Polaroid to use in its
business operations.  To secure the amounts due under the Credit
Agreement, Polaroid executed and delivered to Acorn a Security
Agreement pursuant to which Polaroid granted Acorn a security
interest in its inventory, accounts and U.S., Mexican and Canadian
trademarks.  The Security Agreement secures repayment of all
amounts advanced to PAC under the Credit Agreement, which
currently exceeds $276 million.

However, according to Polaroid, Acorn discovered early last year
that electronics and other assets securing its loans to Petters
may not have existed and arranged instead to secure them with
Polaroid's assets, according to an adversary proceeding filed in
the U.S. Bankruptcy Court for the District of Minnesota.

Polaroid, Bloomberg said, alleges that Petters and Acorn
"orchestrated a plan targeted at securing the value of Polaroid in
an attempt to shore up, conceal and cover millions of dollars in
losses,"

Similar claims were made against Ritchie, which last year issued
Petters securities in the form of promissory notes, Polaroid
claims, Bloomberg said.   Ritchie said the outstanding balance on
the notes as of October is more than $260 million, according to
the complaint.

"At no time when the loans were advanced, and the liens to
secure such loans granted, did the Ritchie entities have any
knowledge that Petters and any related corporations were engaged
in any fraudulent conduct," Ritchie spokesman Justin Meise said in
an e-mailed statement to Bloiomberg.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.

                       About Ritchie Capital

Ritchie Capital is a diversified alternative asset management firm
established in 1997 with interests in hedge funds, private equity,
venture capital, insurance, energy and real estate and with
offices in Lisle, Illinois; New York; and Menlo Park, California.


PRECISION PARTS: No Rival Bids for Cerion's $18.5MM Offer
---------------------------------------------------------
Precision Parts International Services Corp. has asked the U.S.
Bankruptcy Court for the District of Delaware to approve the sale
of its business to Cerion LLC for $18.5 million, Bloomberg's Bill
Rochelle said.

Precision Parts, after it signed a deal with Cerion, entertained
competing bids for its business, pursuant to the Court-0approved
bid procedures.  However, no bids were received and thus the
scheduled auction was cancelled.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


PROPEX INC: Court Sets March 23 Auction for All Assets
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Tennessee in
Chattanooga approved procedures for a March 23 auction for
substantially all assets of Propex Inc.

Propex has signed a pact to sell its business to an affiliate of
Wayzata Investment Partners LLC for $61.56 million in cash, absent
higher and better bids at the auction.  Wayzata, also the DIP
lender, has provided a $65 debtor-in-possession loan for Propex.

The bid procedures contemplate this schedule:

   -- competing bids will be due March 18.

   -- an auction will be held March 23 if competing bids are
      received.

   -- a hearing to consider the sale will be held on March 24.

According to Bloomberg's Bill Rochelle, the procedures were
modified at a hearing last week in light of objection from BNP
Paribas, the agent for secured lenders.  Propex, Bloomberg
relates, must confer with BNP on whether to accept a bid unless
the bank decides to participate in the auction as a bidder.
The official committee of unsecured creditors of Propex sued BNP
in September, hoping to knock out a security interest covering
$230 million in debt when the reorganization began in January
2008.

BNP had said that while a sale of Propex should be completed, it
said that the procedures, as originally proposed, chills bidding.
BNP opposed these provisions:

  (a) the prohibition on credit bidding,

  (b) the inclusion of an unnecessary break-up fee,

  (c) the prohibition on bids for less than all of the Debtors'
      assets,

  (d) the cross-default provisions with respect to the DIP
      Facility, and

  (e) the reliance upon a stalking horse asset purchase agreement
      that does not provide potential bidders with certainty as to
      the purchase price they are bidding against or clarity as to
      which assets and liabilities are being taken so as to allow
      them to reasonably determine such purchase price themselves-
      do not serve either of these purposes.

Aside from the auction schedule, the approval of a break-up fee
for the Wayzata affiliate, the Court's order approving the Bid
Procedures provides:

   -- The Debtors will have the right to reject any and all
      Bids that they believe in their reasonable discretion, and
      after consultation with BNP and the Creditors' Committee, ,
      do not comply with the Bid Procedures.  However, in the
      event BNP, as agent, becomes a Potential Bidder or Qualified
      Bidder, the Debtors shall no longer include BNP in any
      consultations as set forth in the Bid Procedures.

   -- The Proposed Purchaser (Xerxes, Wayzata's affiliate) is
      authorized to make one or more overbids at the auction.
      Pursuant to Sec. 363(k) of the Bankruptcy Code, no other
      credit bid by any party will be permitted, unless otherwise
      ordered by the Court after notice and hearing

The Bid Procedures also provide that the Debtors and their
advisors, after consultation with BNP and the Creditors Committee,
will, in their sole discretion: (a) select the qualified bidders;
(b) coordinate the efforts of bidders in conducting their due
diligence investigations; (c) receive offers from qualified
bidders; and (d) negotiate any offers made to purchase the Assets.

A copy of the Bid Procedures is available for free at:

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

                            Wayzata APA

Propex Inc. has signed a deal to sell substantially all of their
assets to Xerxes Operating Company, LLC and Xerxes Foreign
Holdings Corp. for $61,560,000, free and clear of all liens,
claims and encumbrances, and subject to higher and better bids.

Xerxes Operating and Xerxes Foreign Holdings are entities
majority-owned by Wayzata Opportunities Fund II LP, an affiliate
of the DIP Agent, Wayzata Investment Partners LLC.

The salient terms of the parties' Asset Purchase Agreement dated
February 17, 2009 are:

  (1) The Assets to be sold by the Debtors to Xerxes include all
      of their cash, accounts receivable, inventory, real
      property, facility leases, tangible real property,
      equipment leases, intellectual property, rights under
      contracts and benefit plans, books and records, permits
      and licenses, tax refunds and rebates.

  (2) Xerxes will also acquire all equity securities of every
      foreign subsidiary of the Debtors, and all obligations of
      every foreign subsidiary to the Debtors.

  (3) The aggregate purchase price for the Assets to be sold is
      $61,560,000, subject to certain adjustments.

      The estimated net asset value refers to the Debtors' good
      faith estimate of the Net Asset Value as of the Closing
      Date.  If the Estimated Net Asset Value is less than the
      Baseline Net Asset Value, the Purchase Price will be
      reduced by an amount equal to the amount by which the
      Estimated Net Asset Value is less than the Baseline Net
      Asset Value.  If the Estimated Net Asset Value is greater
      than the Baseline Net Asset Value, the Purchase Price will
      be increased by an amount equal to the amount by which the
      Estimated Net Asset Value is greater than the Baseline Net
      Asset Value.

  (4) The sale of the Assets will be on an "as is, where is"
      basis and without representations or warranties of any
      kind.

  (5) The Debtors' assets that are excluded in the proposed sale
      are:

      -- the Carve Out Cash Amount, which refers to the
         $4,200,000 to be drawn by the Debtors from the DIP
         Facility;

      -- Avoidance claims or causes of action arising under the
         Bankruptcy Code or applicable state law;

      -- certain real property, facility leases, equipment
         leases, contracts; and

      -- equity securities of the Debtors

  (6) Xerxes will assume certain of the Debtors' contracts and
      all obligations under those contracts, including any cure
      amount on those contracts.  Xerxes will also assume:

      -- all unpaid postpetition trade payable incurred in the
         ordinary course of business;

      -- all obligations due to the Debtors' employees,
         including wages, bonuses, commissions, unused vacation
         and sick leaves;

      -- all warranty claims of the Debtors' customers; and

      -- unpaid real property taxes of up to $2,500,000.

  (7) The proposed sale is subject to higher and better bids.

  (8) The Debtors will pay Xerxes a $1,846,800 break-up fee if
      they consummate a sale with a party or entity other than
      Xerxes.

A copy of the executed Xerxes APA is available for free at:

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

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


QIMONDA NA: U.S. Trustee Form Seven-Member Creditor Committee
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of Qimonda North America Corp. and Qimonda
Richmond LLC.

The members of the Committee are:

  1) Applied Materials, Inc.
     Attn: Brad Novak
           Laura Lee
     3050 Bowers Avenue
     Mailstop 2062
     Santa Clara, CA 95051
     Tel: (804) 236-5551
     Fax: (804) 236-5934

  2) Sumco USA Sales Corporation
     Attn: Mark T. Dobbins
     19801 N. Tatum Blvd.
     Phoenix, AZ 85050
     Tel: (480) 473-6031
     Fax: (480) 473-6045

  3) Tokyo Electron Limited
     Attn: Zoltan A. Papp
     Ausuka Biz Tower
     3-1 Ausuka Schume
     Minato-Ku, Tokyo, Japan, 107-6325
     Tel: (512) 656-8561
     Fax: (512) 424-1534

  4) Siltronic Corporation
     Attn: Frank Reinhardt
     7200 NW Front Avenue
     Portland, OR 97210
     Tel: (503) 219-7516
     Fax: (503) 219-7596

  5) Bonnie Lee Wright
     5440 Ridgewood Drive
     New Kent, VA 23124
     Tel: (804) 932-5192

  6) JSR Micro, Inc.
     Attn: Mark Dennen
     1280 N. Mathilda Ave.
     Sunnyvale, CA 94089
     Tel: (408) 543-8800
     Fax: (408) 543-8964

  7) Air Products and Chemicals, Inc.
     Attn: Lynne A. Richardson
     7201 Hamilton Blvd.
     Allentown, PA 18195
     Tel: (610) 481-3077
     Fax: (610) 706-5869

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  In its bankruptcy petition, Qimonda estimated assets and
debts of more than S$1 billion.


QUIGLEY CO: Allowed to Use Cash Collateral Until Plan Hearing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Quigley Co. to continue using cash until a hearing
after June 5 for the confirmation of its Chapter 11 plan.

According to Bloomberg, citing the Court-approved disclosure
statement, the Plan provides for the creation of trusts to take
over responsibility of asbestos claim.  The Plan would shield New
York-based Pfizer from asbestos liabilities related to its non-
operating subsidiary.  Through the plan, including contributions
from Pfizer, $757 million would be distributed.

The Plan has been accepted by 86% of creditors.  Among those who
are not supportive of the Plan are certain asbestos claimants.

An ad hoc committee of asbestos claimants contends Pfizer is
improperly using Quigley's bankruptcy to avoid its own liability,
Bloomberg's Bill Rochelle said.  The committee, however, lost a
motion they filed in U.S. District Court asking to have the
district judge and the bankruptcy judge hold a joint hearing on
confirmation of the plan.

                      About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RESERVE PRIMARY FUND: Sued by Deutsche for Repayment of $72.2-Mil.
------------------------------------------------------------------
Deutsche Bank AG has sued Reserve Primary Fund in the New York
State Supreme Court in Manhattan for failing to repay $72.2
million of a $500 million redemption on September 15, the day
Lehman Brothers Holdings Inc. filed for bankruptcy, Carla Main of
Bloomberg reported.

According to the report, Deutsche Bank alleged that it made two
separate redemptions totaling $500 million on the morning of Sept.
15 which were confirmed that day orally by the fund's staff.
Reserve Fund announced at the close of business trading that day
that the fund was "not negatively impacted" by what it claimed was
a "small exposure to Lehman Brothers," Deutsche Bank said in the
complaint.  The following day, the fund said its exposure to
Lehman was far greater because of losses on debt issued by
bankrupt Lehman, and its stock fell below $1 a share. Deutsche
Bank said under terms of statements from the fund that it was
entitled to a price of $1 a share.

Deutsche is asserting, among other claims, breach of contract,
citing that it is entitled to payment of redemption proceeds.

                   About the Primary Fund

The Primary Fund is a large money market fund whose parent helped
invent that investment.  It is operated by, the Reserve Fund and
Reserve Management Co.

The Reserve is a partner committed to helping both businesses and
individual investors.  The Reserve has been a leading innovator in
cash and cash-related products for the brokerage, banking and
retail direct marketplace for nearly four decades.  In addition to
creating the industry's first FDIC-insured sweep program, it
offers retail direct investors up to $2.5 million in FDIC
insurance in a single account.


RITZ CAMERA: Auction for Boater's On; 400 Camera Stores Next
------------------------------------------------------------
Ritz Camera Centers Inc., received authorization from the U.S.
Bankruptcy Court for the District of Delaware to hold a March 17
auction for the assets of the 130-store Boater's World Marine
Centers.  The Court will seek approval of the results of the
auction on March 19.

According to Bloomberg's Bill Rochelle, the company told the judge
at the hearing on the Boaters World auction that it also intends
to close 400 of its 800 stores.  If the judge agrees at a March 19
hearing, the auction where liquidators can bid for the right to
conduct going-out-of-business sales will be held April 1,
Bloomberg said.

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RITCHIE CAPITAL: Polaroid Suit 'Baseless' and 'Malicious'
---------------------------------------------------------
Ritchie Capital Management, L.L.C. and related companies filed a
counterclaim against Polaroid Corporation asking the bankruptcy
court to declare that Ritchie's security interests in certain
Polaroid trademarks and in certain pledged promissory notes are
legitimate, valid, and enforceable.

The counterclaim asserts that Ritchie has a valid agreement with
Polaroid that granted security interests in Polaroid's trademarks
in Brazil, China and India.

Polaroid had filed a lawsuit disputing the validity of Ritchie's
claims.  Polaroid is owned by Petters Group Worldwide, which is
owned by Thomas Petters, who has been charged with fraud and
related crimes.

In its counterclaim, Ritchie says that the Polaroid lawsuit
"irresponsibly suggest(s), among other things, that Ritchie was
aware of the fraudulent scheme perpetrated by Petters and tried to
salvage its own loans at the expense of other creditors." Indeed,
Polaroid's complaint "is rife with groundless allegations that
irresponsibly insinuate that Ritchie had knowledge of, or worse,
involvement in, the fraud perpetrated by Petters," the Ritchie
counterclaim asserts, citing numerous portions of the Polaroid
complaint.

"These outrageous allegations are baseless, irresponsible and
malicious. Polaroid does not, because it cannot, directly allege
that Ritchie was complicit in the fraud committed by Petters.
Polaroid also does not, because it cannot, allege that Ritchie was
aware of the fraud committed by Petters - or even suggest any
means by which Ritchie could have been made aware of a fraud," the
counterclaim says.

The implication that Ritchie was aware of the fraudulent scheme
"is irresponsible and disingenuous for a number of reasons, but
most notably because Mary Jeffries, PGW's President at the time
and Polaroid's current CEO, actively participated in the
negotiations that led to the transactions Polaroid now seeks to
avoid, and she knows better," the Ritchie counterclaim states.

"Such suggestions and implications are not merely false, they are
a malicious attempt to damage Ritchie's reputation," the
counterclaim says.

Furthermore, Ritchie's counterclaim indicates that Ritchie has
"grave concerns" that the "Polaroid Complaint is representative of
the manner in which this proceeding (and . . . the related
bankruptcy proceedings) will be conducted."

In a separate statement, the company said it has grave concerns
because the Polaroid complaint "needlessly consumes not only the
time and resources of the Bankruptcy Court, Polaroid and Ritchie,
but also the resources of the estate, and thus will ultimately
reduce the amounts recovered by all creditors."

"Ritchie's concerns extend further," the company continued. "In
particular, the Polaroid complaint appears to be a weapon used by
Douglas Kelley, receiver for Polaroid, in his efforts to silence
and to retaliate and seek retribution against Ritchie for
Ritchie's good faith challenges to the legitimacy of Kelley's
receiverships and his installation as trustee in the bankruptcies
of several of the Petters entities. These efforts by Kelley not
only unfairly hinder Ritchie's efforts to protect the interests of
the investors in its managed funds, but also serve to perpetuate
the receiverships."

"There is a strong motivation to perpetuate the receiverships --
they are enormously lucrative not only for the receiver, but also
for the army of attorneys representing the receiver and the
bankrupt estates of PGW, PCI, Polaroid and the other Petters
debtors," the company said. "Those benefits, however, come at a
great detriment and a huge cost to the victims of the Ponzi scheme
and the creditors of all of the Petters entities - Kelley's
efforts are likely to greatly diminish the prospects for
meaningful recovery by the creditors of legitimate businesses
owned by Petters and the victims of Petters' alleged Ponzi
scheme."

"Based on the approximately $2.6 million of legal and other
professional fees that appear to have been charged to the debtors
for work performed through the end of January 2009, Ritchie
estimates that the administration of the receivership and the
bankruptcy cases is likely to cost between $75 million and $100
million in professional fees alone during the course of the
several years that Kelley has predicted it will take to resolve
all of the cases," the company continued.

"If Kelley continues to manage the receiverships in the way in
which they have been managed thus far, the combination of high
legal and professional expenses for the estates and the inability
or unwillingness of Kelley to undertake necessary and appropriate
actions as receiver will result in little or no recovery by
creditors of legitimate Petters companies. In this regard,
accurate projections of future expenses of the cases are made more
difficult by the stark contrast between most Chapter 11 cases,
which are characterized by a high degree of transparency, and the
opacity of Kelley's handling of the current cases. For example,
Kelley has never disclosed the rates he is charging for his
professional services as receiver, even though various interested
parties (including Ritchie) have requested such disclosure," the
company added.

"Ritchie strongly believes that its security interests are valid
and enforceable and that it is entitled to the full benefit of
such security interests in the Polaroid bankruptcy proceedings,"
the company concluded.

As reported by the Troubled Company Reporter on February 17, 2009,
Polaroid sued U.S. hedge funds Acorn Capital Group LLC and Ritchie
Capital over claims they fraudulently acquired liens against
Polaroid's assets before it went bankrupt.

According to Erik Larson at Bloomberg News, Polaroid sought
Chapter 11 protection in December after Thomas Petters, the
founder of Polaroid owner Petters Group Worldwide LLC, was charged
with running a $3 billion Ponzi scheme.  Acorn had loaned Petters
at least $281 million, while Ritchie invested more than $189
million, court records show.

On November 1, 2004, Acorn entered into a Credit Agreement with
Petters Group affiliate, PAC Funding, LLC, pursuant to which it
agreed to loan PAC $200 million.   The Credit Agreement was
subsequently modified on several occasions, ultimately increasing
the loan commitment to $300 million.  PAC in turn used a portion
of the funds advanced by Acorn to make at least two loans to
Polaroid for a total of $25 million for Polaroid to use in its
business operations.  To secure the amounts due under the Credit
Agreement, Polaroid executed and delivered to Acorn a Security
Agreement pursuant to which Polaroid granted Acorn a security
interest in its inventory, accounts and U.S., Mexican and Canadian
trademarks.  The Security Agreement secures repayment of all
amounts advanced to PAC under the Credit Agreement, which
currently exceeds $276 million.

However, according to Polaroid, Acorn discovered early last year
that electronics and other assets securing its loans to Petters
may not have existed and arranged instead to secure them with
Polaroid's assets, according to an adversary proceeding filed in
the U.S. Bankruptcy Court for the District of Minnesota.

Polaroid, Bloomberg said, alleges that Petters and Acorn
"orchestrated a plan targeted at securing the value of Polaroid in
an attempt to shore up, conceal and cover millions of dollars in
losses,"

Similar claims were made against Ritchie, which last year issued
Petters securities in the form of promissory notes, Polaroid
claims, Bloomberg said.   Ritchie said the outstanding balance on
the notes as of October is more than $260 million, according to
the complaint.

"At no time when the loans were advanced, and the liens to
secure such loans granted, did the Ritchie entities have any
knowledge that Petters and any related corporations were engaged
in any fraudulent conduct," Ritchie spokesman Justin Meise said in
an e-mailed statement to Bloiomberg.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.

                       About Ritchie Capital

Ritchie Capital is a diversified alternative asset management firm
established in 1997 with interests in hedge funds, private equity,
venture capital, insurance, energy and real estate and with
offices in Lisle, Illinois; New York; and Menlo Park, California.


ROCK OF AGES: Obtains Covenant Waiver From CIT Group
----------------------------------------------------
Rock of Ages Corporation reports that, as a result of non-cash
charges, at December 31, 2008, it was not in compliance with
certain covenants of its lending agreement with The CIT Group.
The company has obtained a waiver from CIT.

In connection with the wavier, the company's interest rate
structure has been changed.  The prime election of the revolver
and term loans of the credit agreement increased by 3% and 3.25%,
respectively, and the Libor elections are increasing by 2% on the
revolver and 2.25% on the term, with a Libor floor of 2%.

On Tuesday, Rock of Ages reported a net loss from continuing
operations for 2008 of $2,054,000, which included a $3,930,000
charge for the write-off of second-grade granite block inventory
at its three export quarries, the result of increased ocean and
inland freight rates and changing economic conditions, and a
$1,348,000 write-down of the company's former headquarters
building that was taken out of service when the company
consolidated its offices in Barre, Vermont.  The company said
revenue for 2008 was $55,869,000 compared to revenue of
$55,545,000 for 2007.

Chief Executive Officer Donald Labonte said that no additional
inventory write-downs related to second-grade granite block
inventory at its export quarries or the company's former
headquarters building are anticipated in the future.

For the fourth quarter of 2008, the loss from continuing
operations was $2,677,000.  Revenue for the fourth quarter of 2008
was $16,560,000 compared to revenue of $17,791,000 for the fourth
quarter of 2007.

Rock of Ages generated approximately $2.2 million of cash from
operations in 2008, and reduced its total debt by about
$8 million during the year to $21.8 million at December 31, 2008
compared to $29.8 million at December 31, 2007.

"We achieved our primary operating goals for 2008," said CEO
Labonte.  "Despite a $3 million decrease in sales of higher-margin
mausoleums in 2008 versus 2007 due to the recession (partially
offset by sales of $2.5 million to formerly owned retail outlets),
we delivered an 11% increase in divisional operating earnings (net
of the inventory write-down), lowered unallocated corporate
overhead by 30%, and reduced total interest expense by 45%
compared to 2007.

"Looking forward, we remain focused on reducing operating costs
and improving productivity in both our quarrying and manufacturing
operations.  Planned capital spending this year will be below
depreciation expense.  While the recession makes it difficult to
project 2009 revenue, we expect meaningful additional debt
reduction in 2009," CEO Labonte said.

The decrease in shareholders' equity at December 31, 2008,
compared to December 31, 2007, primarily reflected the decrease in
the market value of pension assets during the year and the
resulting increase in the unfunded pension liability of
approximately $5.7 million.

Based in Barre, Vermont, Rock of Ages Corporation --
http://www.RockofAges.com-- is the largest integrated granite
quarrier and manufacturer of finished granite memorials and
granite blocks for memorial use in North America.


ROUSE COMPANY: Fitch Keeps Negative Watch on 'C' Issuer Rating
--------------------------------------------------------------
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 and downgraded the IDR and outstanding debt
ratings of General Growth Properties 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 matrix for
IDRs in the low speculative category.

Fitch has maintained Rouse's 'C' IDR on Rating Watch Negative
based on GGP's announcement yesterday 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 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.


RTL GRADING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: RTL Grading Co., Inc.
        P. O. Box 955
        Blythewood, SC 29016

Bankruptcy Case No.: 09-01712

Chapter 11 Petition Date: March 6, 2009

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

Judge: Helen E. Burris

Debtor's Counsel: Robert Frank Anderson, Esq.
                  P.O. Box 76
                  Columbia, SC 29202-0076
                  Tel: (803) 252-8600
                  Fax: (803)256-0950
                  Email: firm@andersonlawfirm.net

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

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

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

            http://bankrupt.com/misc/scb09-01712.pdf

The petition was signed by T. Gregory Douglas, President of the
company.


SAKS INC: Market Turmoil Cues S&P's Rating Downgrades to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
New York City-based luxury department store operator Saks Inc. to
'B-' from 'B'.  The outlook is negative.

"The rating change reflects our belief that the company will be
more challenged than previously expected by the current recession
in the U.S. and the turmoil in the financial markets," said
Standard & Poor's credit analyst Diane Shand.  Credit metrics
deteriorated significantly in the fourth quarter of 2008 and S&P
expects they will worsen at least through the first half of 2009.
The company generated an EBITDA loss of $65 million in the fourth
quarter of 2008 compared with a positive $93.5 million in the
year-ago period as a result of steep declines in same-store sales
and heavy markdowns of goods.  Moreover, leverage jumped to more
than 18.0x in 2008 from 3.3x in 2007 and EBITDA coverage of
interest fell below 1.0x in 2008.

"We expect Saks to plan inventories, expenses, and store growth
much more conservatively in 2009 in an effort to protect margins,"
said Ms. Shand.  Nevertheless, its margins are unlikely to
materially improve in 2009 as a result of weak consumer demand,
lack of sales leverage, and promotional activity.  "We expect
Saks' credit metrics to recover slightly in 2009 as a result of
modest profit improvement due to cost cutting," she added.


SEMGROUP LP: To Seek Approval of Energy Partners Deal Today
-----------------------------------------------------------
SemGroup L.P. told the U.S. Bankruptcy Court for the District of
Delaware that it has reached an agreement in principle with
publicly traded affiliate SemGroup Energy Partners L.P.

SemGroup has asked the Court to convene a hearing, on shortened
notice, on the settlement.  Judge Brendan L. Shannon agreed to
convene a hearing on March 12, but did not set a March 10
objection deadline.  The Court said it would consider objections
at the hearing.

According to Bloomberg's Bill Rochelle, since SemGroup L.P. was
unable to find a buyer for its liquid asphalt business, it will be
turned over to SemGroup Energy along with 355,000 barrels of
crude.  He added that in return, the public company will transfer
crude oil storage assets in Kansas to SemGroup LP.  In total,
SemGroup Energy and an affiliate will have $55 million in
unsecured claims against SemGroup LP.  Each party will release
claims against one another.

Tulsa World reported that SemGroup LP CEO Terry Ronan told
employees March 9 that the company could emerge from bankruptcy
later this year as a publicly traded entity focused on its crude
oil storage and distribution unit.  SemGroup, according to the
report, said it plans to separate its assets and operations now
connected to the public subsidiary SGLP and continue the sell-off
of assets that began with the SemMaterials asphalt unit.

As reported by the TCR on March 2, SemMaterials, L.P. sought
approval from the U.S. Bankruptcy Court for the District of
Delaware of (i) a February 23 auction and sale of all or
substantially all of its assets, or in the alternative, (ii) a
winding-down of SemMaterials and the rejection of a terminalling
agreement with non-debtor affiliate SemGroup Energy Partners, L.P.
Bloomberg reported that lawyers of SemGroup and New York investor
John A. Catsimatidis confirmed that Mr. Catsimatidis submitted a
bid for the asphalt products business, but failed to arrange
financing on time.  Mr. Catsimatidis owns five of nine seats on
SemGroup's management committee, but has feuded with SemGroup's
managers and lawyers over his effort to take charge of the
company's restructuring.

                       Relationship with SGLP

SemGroup and its affiliates said that prior to their bankruptcy
filing, they entered into four complex transactions with SemGroup
Energy Partners ("SGLP") whereby the Debtors sold various assets
to SGLP and certain of its affiliates.  In connection with these
asset sales, the parties also entered into several services
agreements.  These transactions culminated in a situation where
operations of the physical assets of the Debtors and SGLP became
inextricably intertwined.

Since the bankruptcy filing, several disputes have arisen with
respect to the asset sales and the services agreements, including,
but not limited to, the ownership of various assets, the amounts
of prepetition claims owed under the services agreements, and the
amounts of potential rejection damages associated with the
services agreements.  In addition, these issues have hampered the
Debtors' efforts to sell their assets, including the SemMaterials
assets, which SGLP filed an objection to.  In an effort to resolve
the disputes between the parties -- including SGLP's objection to
sell SemMaterials or, absent a buyer, terminate their terminalling
agreement -- the parties engaged in arms' length negotiations and
reached the compromise and settlement

A copy of the Term Sheet reached by the parties is available for
free at:

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

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Eagle Rock Has $10.7 Million Write-off on Bankruptcy
-----------------------------------------------------------------
Eagle Rock Energy Partners, L.P., disclosed that its net income
for the year ended December 31, 2008, included a net unrealized
commodity and interest rate derivative gain totaling
$180.1 million, the non-recurring write-off of $10.7 million in
bad-debt provisions related to SemCrude's bankruptcy, and a $174.9
million non-cash asset impairment charge.

On Tuesday, Eagle Rock reported financial results for the three
months and year ended December 31, 2008.  Eagle Rock said net
income increased to $87.5 million for the year ended December 31,
2008, compared to the net loss of $145.6 million for the year
ended December 31, 2007.

Eagle Rock also disclosed that on September 29, 2008, it requested
a $181.0 million funding under its senior secured revolving credit
facility to finance the acquisition of Millennium Midstream.
Eagle Rock said Lehman Brothers Commercial Bank, a lender under
its credit facility, defaulted on its portion of the borrowing
request, resulting in an actual funding of $176.4 million.  As a
result of the Lehman default, Eagle Rock believes the availability
under its credit facility has been effectively reduced by
approximately $9.1 million.  As of December 31, 2008, Eagle Rock
had $171.5 million in capacity available under its credit
facility, after giving effect to the Lehman default.

Eagle Rock said it is within its financial covenants and has no
maturities under its credit facility until December 2012.

Eagle Rock, based in Houston, Texas, is a master limited
partnership engaged in three businesses: a) midstream, which
includes (i) gathering, compressing, treating, processing and
transporting natural gas; (ii) fractionating and transporting
natural gas liquids; and (iii) marketing natural gas, condensate
and NGLs; b) upstream, which includes acquiring, exploiting,
developing, and producing interests in oil and natural gas
properties; and c) minerals, which includes acquiring and managing
fee mineral and royalty interests, either through direct ownership
or through investment in other partnerships in properties located
in multiple producing trends across the United States.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SERAFINO HOLDINGS: Accused of Ponzi Scam Tied to Cosmo Fraud
------------------------------------------------------------
New Jersey investment company Serafino Holdings LLC and its owner
Anthony Lucchetto Jr. were accused in a complaint by New Jersey
Attorney General Anne Milgram of operating a $15 million Ponzi
scheme linked to the alleged fraud of Nicholas Cosmo, a report by
Lisa Brennan of Bloomberg said.

According to the report, Milgram claimed Serafino and Mr.
Lucchetto with selling unregistered securities invested in
construction loans, according to a March 4 complaint in state
court in Elizabeth, New Jersey.  Serafino told investors it would
put their money in "completely safe" certificates of deposit with
a "capital protection program," according to the complaint.

The report, citing the complaint, adds that Serafino told
investors on Jan. 27 that it had put their funds into Agape World
Inc., a company run by Mr. Cosmo, who was arrested a day earlier
and accused by federal authorities of operating a five-year,
$370 million Ponzi scheme.

Mr. Lucchetto, who lives in Plainfield, New Jersey, was a
registered agent and investment adviser for MetLife Securities
Inc. until his licenses expired April 30, according to the
complaint.  He held himself out to investors as a certified
financial planner, according to the complaint.  Serafino's
customers allegedly included a family that invested funds from
their pizzeria business, custodial accounts for their five
children, and an IRA account.

Attorney William Hood III said Mr. Luchetto is innocent and was
not aware that Mr. Cosmo was running a Ponzi scheme.

Mr. Cosmo is being held without bail after his arrest on a
criminal complaint by the U.S. Postal Inspection Service.  The
Federal Bureau of Investigation also is probing Mr. Cosmo and
Agape.


SIX FLAGS: Hurt by Bondholders' Credit-Default Swaps
----------------------------------------------------
Caroline Salas and Shannon D. Harrington of Bloomberg News report
that Six Flags Inc. and automaker Ford Motor Co. may be pushed
toward bankruptcy by bondholders trying to profit from credit-
default swaps that protect against losses on their high-yield
debt.

The report pointed out that by employing a so-called negative-
basis trade, investors could buy Six Flags bonds at 20.5 cents on
the dollar and credit-default swaps at 71 cents. If the New York-
based amusement-park operator defaults, the creditors would
receive the face value of the debt, minus costs. In a Feb. 27
note, Citigroup Inc.'s high yield strategists put that profit at 6
percentage points, or $600,000 on a $10 million purchase.

The source relates that Six Flags debt is rated Caa3 by Moody's
and CCC+ by Standard & Poor's, three and five levels above
default. Both rankings were put on "negative outlook" last year.

Ford, the only one of the so-called Big Three U.S. automakers to
avoid taking federal bailout funds, may run up against basis
traders as it seeks to restructure its debt. The car company plans
to offer cash and shares to retire as much as $10.4 billion in
debt, according to a U.S. regulatory filing yesterday.

It may be "difficult" for Ford to do an exchange, in part because
of investors with basis trades, said Rod Lache, an analyst at
Deutsche Bank in New York, commenting before the restructuring was
announced, according to the report.  The parent and its Ford Motor
Credit finance arm had a net $8.1 billion credit-default swaps
outstanding, versus about $54 billion in bonds, according to data
compiled by Bloomberg and the Depository Trust & Clearing Corp.,
which runs a central credit derivatives registry, the report
added.

Bloomberg added that investors who bet on the collapse of a
company are pitting themselves against traditional debt holders at
a time when Moody's Investors Service projects defaults will more
than triple this year and exceed the level during the Great
Depression.  The clash may stall restructuring efforts to prevent
bankruptcies, as basis traders may be less inclined to participate
in distressed debt exchanges, said Matthew Eagan, an investment
manager at Boston-based Loomis Sayles & Co., with $7 billion in
high-yield assets.  And he added, "Before, you really had to worry
mostly about where you were in the company's capital structure.
Now, you have to consider the possibility that you might have this
large holder of CDS incentivized to see it go into bankruptcy.
It's something that's going to come up more and more."

According to the report, following a meltdown last year in the
relationship between prices on bonds and credit swaps after the
Lehman Brothers Holdings Inc. bankruptcy, basis traders often
stand to make the most money if companies default.  They can also
profit by holding the trade until the debt matures or unwinding
the position after the market value gap between the bonds and
derivatives closes.

                          About Ford Motor

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

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

                           *     *     *

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

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

                          About Six Flags

Six Flags, Inc. is engaged in operating regional theme parks.
During the year ended December 31, 2007, the Company operated 20
parks. In April 2007, the Company sold seven parks. The theme
parks offer thrill rides, water attractions, themed areas,
concerts and shows, restaurants, game venues and retail outlets.
In 2007, the theme parks offered more than 840 rides, including
over 130 roller coasters. On July 31, 2007, the Company acquired
the minority interests in Six Flags Discovery Kingdom. On June 18,
2007, it acquired a 40% interest in a venture that owns dick clark
productions, inc. (DCP).

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries'
Issuer Default Rating to 'CC' from 'CCC'.


SPECTRUM BRANDS: Equity Panel Named; Shareholder Recovery Raised
----------------------------------------------------------------
The United States Trustee for the Western District of Texas on
March 6, 2009, appointed an Official Committee of Equity Security
Holders to represent the interests of Spectrum Brands' common
shareholders in its ongoing chapter 11 bankruptcy proceedings.

The Official Equity Committee consists of:

   * Christopher P. Mittleman (Committee Chairman), Managing
     Partner, Mittleman Brothers, LLC

   * Matthew Mooney, Williams Trading, LLC, representing Cookie
     Jar LLC

   * Ralston H. Coffin, former President of Playtex International,
     Inc., former President of CBS/Fox International and former
     President of International Standard Brands

   * Peter Locke, President, Peter Locke Productions

"We are very pleased that the U.S. Trustee has granted our request
to establish an official shareholder committee to protect the
interests of Spectrum Brands' existing common shareholders," said
Christopher Mittleman, Committee Chairman. "We firmly believe that
substantial equity value remains for Spectrum Brands' existing
shareholders, and we intend to pursue all means at our disposal to
maximize that value."

On February 20, 2009, in its capacity as a shareholder of Spectrum
Brands, Mittleman Brothers sent a letter dated February 23, 2009
to the Debtors' Board of Directors expressing concerns over the
current management of the Debtors in connection with the Debtors'
First Proposed Joint Plan of Reorganization filed on February 3,
2009.  Particularly, the February 23rd Letter outlines Mittleman
Brothers' belief that the Debtors' management and board of
directors have engaged in, and are continuing to pursue, courses
of action that are in breach of their fiduciary duties to the
Debtors' shareholders, and that have resulted in, and are
continuing to inflict, material harm to the shareholders.

Mittleman Brothers demanded the immediate withdrawal of the Plan.
Mittleman Brothers also has demanded that the Debtors fully
support the appointment of an official committee of equity
security holders that would negotiate a new, fair and equitable
plan of reorganization that adequately compensates existing
shareholders.

Among other things, Mittleman Brothers noted in its letter that
the Plan proposes that existing senior subordinated noteholders
will exchange $1.09 billion face value in notes, and receive in
return $218 million in new notes, and 100% of Spectrum's equity.
The Plan projects the company -- after the reorganization -- will
generate $125 million in free cash flow for fiscal year ending
09/30/10.  According to Mittleman Brothers, at a low multiple of
only 10x free cash flow, there would be $1.25 billion of equity
value to cover the $872 million in face value that the Noteholders
would exchange.  Adding the $218 million in new bonds that the
Noteholders would also receive to the conservatively appraised
equity value of $1.25 billion, means that Noteholders would be
receiving $1.468 billion under the Plan, or $378 million more than
the $1.09 billion face value of the bonds they now own.

Mittleman Brothers said the $378 million of excess compensation to
Spectrum's Noteholders under the Plan rightly belongs to the
existing shareholders.  In other words, even if 30% of the post-
Plan equity was granted to existing shareholders, the Noteholders
would still receive par value for their bonds with their remaining
70% of the equity.  That $378 million in excess equity value
equates to $7.16 per share to existing shareholders, roughly where
the stock was valued as recently as June 2007, when Spectrum's
near-term prospects were much less favorable.

"This exercise ignores the likely substantial net present value of
the net operating loss carry-forwards (NOLs) that Spectrum
projects should total $1.25 bil. for U.S. Federal taxes and $2.1
bil. for state taxes as of 09/30/09.  That these NOLs represent
significant potential value is underscored by Spectrum's recent
efforts to preserve them, in a motion made to the Bankruptcy Court
and granted on an interim basis on Feb. 6, 2009, which may allow
Spectrum to limit certain shareholders from achieving a 5%
ownership threshold," the letter said.

A full-text copy of the February 23rd Letter is available at no
charge at:

               http://researcharchives.com/t/s?3a38

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


ST. MARY'S HOSPITAL: Files Chapter 11 in Newark
-----------------------------------------------
St. Mary's Hospital filed for Chapter 11 reorganization on March 9
before the U.S. Bankruptcy Court for the District of New Jersey in
Newark.

Bloomberg's Bill Rochelle said that St. Mary's, the last-remaining
acute care hospital in Passaic, will finance the Chapter 11 case
with a $20 million revolving credit loan from an existing lender.
About $9.75 million will be made available upon interim approval
of the loan.

The hospital, Bloomberg, relates, began soliciting offers last
year from potential buyers.  Although three parties expressed an
interest, no transaction could be secured before bankruptcy, the
report said, citing a court filing by Colene Y. Daniel, the
hospital's chief executive.

St. Mary's Hospital said in a statement that it filed for
bankruptcy due to the economic crisis and a drop in the number of
patients seeking treatment.  The Leader relates that St. Mary
Hospital's expenses have increased since it acquired Beth Israel
Hospital two years ago.  Revenue of $155 million in 2008 resulted
in a $16.5 million net loss.

St. Mary's Hospital said that it will remain open for business
during the reorganization period allowed with a Chapter 11 filing.

The Leader quoted St. Mary's CEO as saying, "St. Mary's needs the
strong support of the community during this time.  Continued
delivery of quality healthcare and concern for our employees is
our primary focus.  We need the community to work with us in
making sure that Passaic keeps its only hospital, and that St.
Mary's emerges from this process stronger, financially viable and
even better."

In its bankruptcy petition, St. Mary's listed assets of $70.8
million and debts of $128 million.  According to Mr. Rochelle,
debt includes a $43 million loan secured by the facility and a
revolving credit with $9 million outstanding at the outset of
bankruptcy.

St. Mary's Hospital, Passaic, N.J., filed for Chapter 11
bankruptcy protection on March 9, 2009 (Bankr. D. N.J. Case No.
09-15619).  Joseph Lubertazzi, Jr., Esq., at McCarter & English
assists the hospital in its restructuring effort.


STANFORD GROUP: Receiver Sues N.Y. Landlord for Ending Lease
------------------------------------------------------------
Ralph Janvey, the court-appointed receiver for companies
controlled by Texas financier R. Allen Stanford, sued a New York
landlord to assert "wrongful termination" of a lease for Stanford
Group Co.'s midtown Manhattan offices, Carla Main of Bloomberg
said.

The Bloomberg report said that the complaint filed March 6 in New
York State Supreme Court said that Stanford leased four floors
from the landlord, 330 Madison Co., beginning in February 2005.
330 Madison claimed March 3 that Stanford was in default and was
terminating the lease.  Mr. Janvey, however, asserts that the
lease has not expired and has important economic value to the
receivership estate.

                      About Stanford Group

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

The U.S. Securities and Exchange Commission on Feb. 17, charged
Robert Allen Stanford and three of his companies for orchestrating
a fraudulent, multi-billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program.  The SEC also
charged SIBL chief financial officer James Davis as well as Laura
Pendergest- Holt, chief investment officer of Stanford Financial
Group (SFG), in the enforcement action.


STANFORD GROUP: Court Unfreezes Investor Accounts
-------------------------------------------------
U.S. District Court Judge David C. Godbey issued on March 5, 2009,
an order at the request of Ralph S. Janvey -- the court-appointed
receiver of Stanford Group -- to unfreeze roughly 12,000 Stanford
investor accounts held at Pershing LLC.  The court's order applies
to customer accounts valued at $250,000 or less as of month-end
February 2009, and is effective on March 9, 2009.

According to a statement by the Securities and Exchange
Commission, customers can immediately begin the process of
obtaining control of their accounts by arranging to transfer their
accounts to a new broker-dealer.  To do so, the customer should
make arrangements with the new broker-dealer to open a new
account.

Typically, the first step in opening a new account is for the
customer to obtain and complete an account transfer form and a new
account opening form.  These forms are available from broker-
dealers directly or on their Web sites.  The completed forms are
then submitted to the new broker-dealer who in turn will provide
appropriate instruction to Pershing LLC regarding the transfer of
the accounts.  There is typically a small fee associated with the
transfer of accounts from one broker to another.

The court has authorized the release of these accounts unless any
of the following conditions apply:

    * They are owned by Stanford shareholders, directors, and
      certain employees.

    * They are owned for the benefit of Stanford companies.

    * They are managed by Stanford companies.

    * They secure unpaid balances owed by customers or non-
      purpose loans made to customers.

    * They are related to accounts in any of these categories by
      social security number, address or other similar
      indicators.

Meanwhile, Stanford Group Co.'s court-appointed receiver fired
about 1,000 workers, 85%t of the firm's employees, to help
conserve the value of the estate for investors, Bloomberg said.

                      About Stanford Group

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

The U.S. Securities and Exchange Commission on Feb. 17, charged
Robert Allen Stanford and three of his companies for orchestrating
a fraudulent, multi-billion dollar investment scheme centering on
an US$8 billion Certificate of Deposit program.  The SEC also
charged SIBL chief financial officer James Davis as well as Laura
Pendergest- Holt, chief investment officer of Stanford Financial
Group (SFG), in the enforcement action.


STAR TRIBUNE: Committee Can Hire Lowenstein Sandler as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured creditors in Star Tribune
Company and Star Tribune Holdings Corporation's Chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Lowenstein Sandler PC as counsel.

If the Court agrees, Lowenstein Sandler will:

   a) provide legal advice as necessary with respect to the
      committee's powers and duties as an official committee;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' business, potential claims,
      and any other matters relevant to the case, or to the
      formulation of a Plan of reorganization or sale of estate
      assets;

   c) participate in the formulation of a Plan or sale of assets;

   d) provide legal advice as necessary with respect to any
      disclosure statement and Plan in these cases and with
      respect to the process for approving or disapproving
      disclosure statements and confirming or denying
      confirmation of a Plan;

   e) prepare on behalf of the Committee, as necessary motions,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   f) appear in Court to present necessary motions, applications
      and pleadings, and otherwise protect the interests of those
      represented by the Committee;

   g) assist the committee in requesting the appointment of a
      trustee or examiner, if the action be is necessary; and

   h) perform other legal services as may be required and that
      are in the best interest of the Committee and creditors.

Lowenstein Sandler's hourly rates are:

     Partners                       $400 - $765
     Senior Counsel                 $310 - $520
     Counsel                        $335 - $405
     Associates                     $220 - $350
     Legal                          $120 - $195

To the best of the Committee's knowledge, Lowenstein Sandler is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STERLING BANCSHARES: Fitch Affirms Preferred Rating at 'BB'
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of Sterling Bancshares,
Inc. and its banking subsidiary Sterling Bank (Texas).  Fitch has
also revised the Rating Outlook to Stable from Positive.

Fitch affirmed the ratings given SBIB's good funding profile, core
earnings strength, and solid capital position.  Fitch expects that
SBIB will continue to perform reasonably well and anticipates the
company will emerge from the current credit cycle in a sound
position, especially compared to similarly rated peers.

Nonetheless, Fitch revised the Outlook due to deteriorating asset
quality and expectations for weaker earnings over the near term,
as well as increased economic uncertainty.  While the Texas
economy continues to fare better than most other state economies,
lower energy prices, waning exports, and the national economic
slowdown will temper the state's growth and could ultimately
pressure SBIB's asset quality performance.

Providing support to SBIB's ratings, profitability remained
relatively good in 2008, although below historical levels due to
elevated credit costs.  Higher provisioning expense offset the
benefits of a growing earning asset base and an enviably strong
and stable net interest margin.  In addition, SBIB benefits from
good liquidity, derived from a strong commercial deposit base of
which approximately 30% is non-interest bearing.  Capital levels
also remain solid with a tangible common equity to tangible asset
ratio at approximately 7%.  SBIB participated in the Treasury's
capital purchase plan, and issued $125 million (or 3% of risk-
weighted assets) in preferred stock in December 2008.

SBIB is working through a large exposure to the SemGroup, a
company which declared bankruptcy in July 2008.  Credit
deterioration, outside of the large SemGroup relationship, has
been acceptable and mainly driven by commercial real estate
deterioration.  The Stable Outlook presumes manageable credit
deterioration and the continuation of solid capital levels over
the near- to intermediate term.

Fitch has affirmed these ratings:

Sterling Bancshares, Inc.
   -- Long-term Issuer Default Rating (IDR) at 'BBB-';
   -- Short-term IDR at 'F3';
   -- Individual at 'B/C';
   -- Support at '5';
   -- Support floor 'NF';
   -- Preferred at 'BB'.

Sterling Bank
   -- Long-term IDR at 'BBB-';
   -- Short-term IDR at 'F3';
   -- Individual at 'B/C';
   -- Support at '5';
   -- Support floor 'NF'.
   -- Long-term deposits at 'BBB';
   -- Short-term deposits at 'F3'.

Sterling Bancshares Capital Trust II, III
   -- Preferred at 'BB'.


STONE ENERGY: Monetization of Hedges Won't Change Moody's B3
------------------------------------------------------------
Moody's commented that Stone Energy Corp.'s announcement that it
had monetized its 2009 crude oil and natural gas hedges for
$113 million of net proceeds would have no immediate impact on
Stone's B3 Corporate Family Rating, Caa1 (LGD 4; 62%) senior
subordinated note rating and SGL-3 Speculative Grade Liquidity
rating.  The outlook remains stable.  Please the issuer comment on
moodys.com for further details.

Moody's last rating action for Stone dates from May 1, 2008, at
which time Moody's affirmed existing ratings and lowered the
Speculative Grade Liquidity from SGL-3 to SGL-2.

Stone Energy Corporation is headquartered in Lafayette, LA. is an
independent oil and gas company engaged in the acquisition and
subsequent exploration and production of oil and natural gas
properties primarily in the conventional shelf of the Gulf of
Mexico, deep shelf GOM, and deepwater GOM and to the lesser extent
in the Appalachia region.


SUNSET AVIATION: Files Chapter 7 Petition in Wilmington
-------------------------------------------------------
Dawn McCarty of Bloomberg reported that Sunset Aviation Inc.,
filed to liquidate itself in bankruptcy without giving a reason.

The company filed its Chapter 7 petition in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington on March 6.

The company estimated debt of less than $500 million and assets of
less than $10 million.  It checked a box in its bankruptcy
petition that says it won't have funds available to pay unsecured
creditors.

Novato, California-based, Sunset Aviation Inc. is a provider of
jet and turbo-prop aircraft. Sunset, founded in 1992, was acquired
by JetDirect Aviation Holdings LLC in 2007. charter services.


SUNWEST MANAGEMENT: Lenders Want Judge Disqualified in Fraud Case
-----------------------------------------------------------------
Jeff Manning in The Oregonian reports that the lawyers of Sunwest
Management Inc.'s lenders have challenged objectivity of U.S.
District Judge Michael Hogan and demanded that he disqualify
himself in the securities fraud case.

Judge Hogan, according to The Oregonian is hearing the U.S.
Securities and Exchange Commission's securities fraud lawsuit,
which was filed on March 2.  The Oregonian relates that Judge
Hogan has also been serving as mediator in a related case
involving Sunwest Management and its former CEO, Jon Harder, since
early February.

The Oregonian states that Mr. Harder stepped down as CEO in
December 2008 and put Sunwest Management in the hands of a
corporate restructuring consultant, before he filed for personal
bankruptcy, which led to Judge Hogan's involvement.

Sunwest Management's creditors want Judge Hogan out of the case
due to his involvement as a mediator in Mr. Harder's bankruptcy
case, according to The Oregonian.

Sunwest Management, says The Oregonian, is based in Salem where
there is no federal court, making the SEC file its complaint in
Eugene.  The Oregonian relates that the case was assigned to
Magistrate Judge Thomas Coffin, but lawyers close to the case said
that the SEC asked for a full-fledged judge who had authority to
issue a temporary restraining order.  The SEC, The Oregonian
states, sought a temporary restraining order freezing Sunwest
Management's assets and the appointment of a receiver to take
control of the company.  The case landed with Judge Hogan, says
the report.

According to The Oregonian, Judge Hogan had learned a lot about
Sunwest Management since the first mediation sessions had started
in February, which lenders considered as enough reason to
disqualify the judge.  "Just having access to information that you
might not otherwise have is a problem," the report quoted
University of Washington School of Law professor Allan Kirtley as
saying.

The Oregonian reports that Judge Hogan didn't disqualify himself
from the fraud case and infuriated the lenders when he issued a
ban on any new foreclosures against Sunwest Management's
properties on March 3.  Judge Hogan, says the report, made his
order effective until further notice.

"It is strange indeed" that Judge Hogan prohibited foreclosures
when the SEC never requested such a ban, the report states, citing
David Criswell, a Portland lawyer writing for a consortium of
banks.

Salem, Oregon-based Sunwest Management Inc. --
http://www.sunwestmanagement.com/-- manages 275 assisted-living
facilities in 36 states.  Sunwest Management was founded in 1991
with a portfolio of three properties: two retirement communities
and one skilled nursing community.  It has a network of regional
managers that handles various services from accounting to
operations.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.

As reported by the Troubled Company Reporter on March 9, 2009,
Sunwest Management Inc. might file for Chapter 11 bankruptcy
protection.


SUPERIOR ENERGY: BG Group to Maintain Funding for Trinidad Venture
------------------------------------------------------------------
Despite decision of its partner, Canadian Superior Energy Inc., to
seek bankruptcy protection in Canada, BG Group Plc said it will
continue to fund drilling and testing of an offshore natural gas
well in Trinidad and Tobago, Eduard Gismatullin of Bloomberg said.

Bloomberg relates that the partners are exploring Block 5(c),
about 94 kilometers (59 miles) off the east coast of Trinidad, and
are drilling a third well.

Canadian Superior, according to Bloomberg, said last month it
plans to sell at least a quarter of its 45 percent interest in the
project to pay creditors and end bankruptcy protection.  BG, the
report adds, will become the venture's operator on April 21.
Calgary, Alberta-based Canadian Superior Energy Inc. --
http://www.cansup.com-- is a diversified global energy company
engaged in the exploration and production of oil and natural gas,
and liquefied natural gas projects, with operations offshore
Trinidad and Tobago, offshore Nova Scotia, Canada, in Western
Canada, in the United States and in North Africa. Canadian
Superior has approximately 20,000 shareholders worldwide,
including some of the top institutional shareholders in North
America.

Canadian Superior Energy Inc. on March 6 said its application to
the Court of Queen's Bench of Alberta for an Order under the
Companies' Creditors Arrangement Act (Canada) was successful,
allowing the Company to prepare a plan of arrangement for its
creditors, and staying all claims and actions against the Company
and its assets.  The Order was made under section 11 of the CCAA
and it is in effect until March 25, 2009, at which time the matter
will be reviewed by the court.


TAHERA DIAMOND: Canadian Court Extends CCAA Stay Until May 29
-------------------------------------------------------------
Tahera Diamond Corporation has received an extension to the stay
period under the Companies' Creditors Arrangement Act, which was
previously set to expire on March 6, 2009.  The court-approved
extension is now in place until May 29, 2009.

                      About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

On Jan. 16, 2008, Tahera obtained an order from the Ontario
Superior Court of Justice granting Tahera and its subsidiary
protection pursuant to the provisions of the CCAA.  Tahera sought
protection under CCAA, as its current cash flows and cash on hand
would not allow it to meet its current obligations and its
obligations with respect to the 2008 winter road resupply.


TAHERA DIAMOND: Obtains $500,000 Loan From Potential Asset Buyer
----------------------------------------------------------------
Tahera Diamond Corporation on March 3, 2009, entered into a
confidential letter of intent with a third party in respect of a
proposed transaction.  The Entity has agreed to provide a staged
secured loan of up to $500,000 during the CCAA proceedings in
exchange for exclusivity during their due diligence review and
thereafter until closing of the proposed Transaction, which is
conditional, among other things, upon the satisfaction of the
Entity's due diligence and the parties entering into a mutually
acceptable definitive agreement.  The Entity can elect not to
proceed with the Transaction and demand repayment of the advances
under the loan at any time.

In addition, Caz Petroleum Inc., the company's leading secured
creditor, has agreed to provide additional debtor-in-possession
financing to the Company to assist with the funding of the day to
day operating expenses of the company necessary for the
preservation of value of the company's assets and the
redevelopment of the Jericho Mine.

The deadline for completion of the Entity's due diligence is the
later of March 31, 2009 or the 21st day after the date that the
Interim Court Approval has been obtained.  It is anticipated that,
if completed, the final form of Transaction will involve the
assignment of the Jericho Mine assets to a newly-incorporated,
wholly-owned subsidiary of the Company.  While there is no
assurance that the Transaction will be successfully concluded, the
Company believes that if the Transaction can be successfully
concluded the Company may then be in a position to formulate a
plan of arrangement to its creditors.

No value is expected to remain available to Tahera's shareholders
as a result.

                      About Tahera Diamond

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.

On Jan. 16, 2008, Tahera obtained an order from the Ontario
Superior Court of Justice granting Tahera and its subsidiary
protection pursuant to the provisions of the CCAA.  Tahera sought
protection under CCAA, as its current cash flows and cash on hand
would not allow it to meet its current obligations and its
obligations with respect to the 2008 winter road resupply.


TARRAGON CORP: May Obtain $6.25 Million DIP Loan from ARKOMD LLC
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized Tarragon Corp., et al., on a final basis, to obtain up
to a total amount of $6,250,000 from ARKOMD, LLC.

Proceeds of loan will be used for working capital and general
business purposes in accordance with a Budget.

As security for the DIP obligations, the DIP Lender is granted a
superpriority postpetition security interest in Tarragon's Equity
Interests, and unencumbered assets and property of the Borrowers.
Subject to the Carve Out, all DIP obligations will be an allowed
superpriority administrative expense claim under Sections 363 and
364 of the Bankruptcy Code.

The significant terms of the DIP Facility are:

  Facility/Amount : Revolving Credit Facility of $6.25 million

  Termination Date: The earliest of:

                    (a) 180 days after the Filing Date;

                    (b) the effective date of a confirmed plan;

                    (c) the date of consummation of a sale of all
                        or substantially all of the Debtors'
                        assets; and

                    (d) following an event of default, the date
                        ARKOMD declares all obligations to be
                        immediately due and payable.

  Interest Rates  : 12% per annum payable in arrears.  Upon an
                    event of default, the interest rate will be
                    increased by 2% per annum.

Tarragon Corp's pre-petition indebtedness consists of unsecured
debt totalling approximately $170 million, exclusive of contingent
guaranty obligations: (a) $125 million of subordinated unsecured
debt to Taberna Capital Management LLC and certain of its
affiliates; (b) approximately $40 million of unsecured debt to
affiliates of the Debtors, Beachworld Partners, L.P. and Robert P.
Rothenberg (Tarragon Corp.'s president); and (c) other unsecured
debt.

ARKOMD, LLC is an affiliate of Arko Holdings, Ltd., a publicly
traded Israel company.  Beginning in the summer of 2008, the
Debtors and its officers were engaged with Arko regarding the
recapitalization of the Debtor and its affiliates, but as of the
Filind Date, had not produced an agreement on an Arko-sponsored
restructuring of the Debtors.  Negotiations are still ongoing.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TELEPLUS WORLD: Wants Arnstein & Lehr as Bankruptcy Counsel
-----------------------------------------------------------
Teleplus World, Corp. seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Arnstein &
Lehr, LLP, as counsel.

A&L will:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession and the continued management of its
      business operations;

   b) advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's operating guidelines and
      reporting requirements and with the rules of the Court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the case;

   d) protect the interest of the Debtor in all matters pending
      before the Court; and

   e) represent the Debtor in negotiation with its creditors in
      the preparation of a Plan.

Phillip M. Hudson III, a lawyer at A&L, tells the Court that his
hourly rate is $475.  Other lawyers and paralegals may render
services as needed and when appropriate.

Mr. Hudson adds that A&L received a $50,000 retainer to be applied
to all fees and expenses incurred in the preparation, filing, and
conduct of all matters in this Chapter 11 case.

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

Mr. Hudson can be reached at:

     Arnstein & Lehr, LLP
     200 S. Biscayne Blvd., Suite 3600
     Miami, FL 33131
     Tel: (305) 374-3330
     Fax: (305) 374-4744

                    About Teleplus World, Corp.

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 efforts.  The Debtor's
financial condition as of Feb. 28, 2009, showed total assets of
$10,825,743 and total debts of $21,244,618.


TRIBUNE CO: Talks Ongoing for Sale of Cubs to Rickets Family
------------------------------------------------------------
Tribune Co. is still in negotiations with the Ricketts family
regarding the sale of the Chicago Cubs franchise, the Chicago
Tribune reported.

Major League Baseball Commissioner Bud Selig said discussions are
ongoing.  "It hasn't moved from there.  It still hasn't come close
to us [for approval].  But I'm very anxious for it to proceed and
I think [the sale] is in everybody's best interest.

"I can't give you a timetable.  One can be hopeful about Opening
Day, but I'm not sure they'll make it.  It's up to the parties.
There are a lot of conversations going on.  I think they're down
to [economic] kinds of issues.  Here are issues between the
parties that need to be resolved."

Tribune previously set a Nov. 27 deadline for bids for its
baseball franchise, but opted to extend the date.  According to
the Wall Street Journal, instability in the credit markets is
making the process more difficult, and two people familiar with
the sale said that groups interested in Chicago Cubs learned that
the deadline is now considered "soft."  Uncertainty among major
lenders has made determining the value of Chicago Cubs and the
costs of bids more difficult and time-consuming, making the
Nov. 27 deadline impossible to meet, WSJ says, citing bidders.

WSJ said November that Tribune's offer to keep as much as 50% of
the team for an undetermined period would make purchasing Chicago
Cubs more affordable, but Tribune's debt problems have increased
the risk of a potential leveraged partnership with the company.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRINITY INNOVATIVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Trinity Innovative Enterprises, LLC
        t/a DirectBuy of the Lehigh Valley
        7036 Snowdrift Road, Suite 110
        Allentown, PA 18106

Bankruptcy Case No.: 09-20579

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: David F. Dunn, Esq.
                  David Dunn Law Offices PC
                  21 South 9th Street
                  Allentown, PA 18102
                  Tel: (610) 439-1500
                  Email: dunncourtpapers@choiceonemail.com

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

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

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

The petition was signed by Thomas Giacchi, Managing Member of the
company.


UAL CORP: Files Full Year 2008 Financial Report with SEC
--------------------------------------------------------
UAL Corporation filed with the Securities and Exchange Commission
on March 2, 2009, its annual report for the year ended Dec. 31,
2008.

The report notes that the unprecedented increase in fuel price
and a worsening global recession have created an extremely
challenging environment for the airline industry.  While UAL
significantly improved its financial performance in 2006 and
2007, UAL was not able to financially compensate for the
substantial increase in fuel prices during 2008.  UAL's average
consolidated fuel price per gallon, including net hedge losses
that are classified in fuel expense, increased 59% from 2007 to
2008.  The increased cost of fuel purchases and hedging losses
drove the $3.1 billion increase in UAL's consolidated fuel costs.
UAL's fuel hedge losses that are classified in non-operating
expense also had a significant negative impact on its 2008
liquidity and results of operations.

International PRASM was up 2.4% year-over-year with a related
capacity increase of 0.9%.  Cargo revenues increased by
$84 million, or 11%, in 2008 as compared to 2007, primarily due to
higher fuel surcharges and improved fleet utilization.  In the
fourth quarter of 2008, mainline passenger revenues decreased 10%
due to lower traffic as a result of UAL's 12% capacity reduction
and lower demand due to the weak global economy.  Other revenues
decreased 11% in 2008 as compared to 2007 due to lower jet fuel
sales to third parties.  UAL reduced its mainline domestic by 14%
and international capacity by 8% in response to high fuel costs
and the weakening global economy.  Consolidated capacity was 11%
and 4% lower in the fourth quarter and the full year of 2008,
respectively, as compared to the year-ago periods.

UAL reduced its capital expenditures in 2008 as compared to 2007
by more than $200 million.  In addition, UAL plans to limit
capital spending to $450 million during 2009.  Moreover, UAL
expects a total workforce reduction of 9,000 positions by the end
of 2009, which 6,000 positions were eliminated as of December 31,
2008.

During the fourth quarter of 2008, UAL began a public offering of
up to $200 million of UAL common stock, generating gross proceeds
of $172 million in 2008 and January 2009.  UAL may issue
additional shares during 2009 until it reaches $200 million in
proceeds.  United also completed a $241 million credit agreement
secured by 26 of UAL's currently owned and mortgaged A319 and
A320 aircraft.  United also entered into an $84 million loan
agreement secured by three aircraft, including two Airbus A320
and one Boeing B777 aircraft. The loan requires principal and
interest payments every three months and has a final maturity in
June 2015.

UAL also completed an amendment of its marketing services
agreement with its Mileage Plus co-branded bankcard partner and
its largest credit card processor, which resulted to, among
others, an immediate increase in UAL's cash position by
$1 billion, which included $600 million for the advanced purchase
of miles and the licensing extension payment, as well as the
release of approximately $357 million in previously restricted
cash for reserves required under the credit card processing
agreement.  About $100 million of additional cash receipts are
expected over the next two years based on the amended terms of the
co-brand agreement as compared to cash that would have been
generated under the terms of the previous co-brand agreement.

The decrease in UAL's cash, restricted cash and short-term
investments balances was primarily due to a $3.4 billion
unfavorable reduction in cash flows from operations in 2008 as
compared to 2007.  The operating cash decrease was due to
increased cash expenses, mainly fuel and fuel hedge cash
settlements.  Fuel hedge collateral requirements also used
operating cash of $965 million in the year ended December 31,
2008.

A full-text copy of UAL's Annual Report on Form 10-K is available
for free at: http://ResearchArchives.com/t/s?3a09

          UAL Corporation and Subsidiary Companies
        Statement of Consolidated Financial Position
                    At December 31, 2008
                       (In Millions)

                              Assets

Current Assets:
Cash and cash equivalents                              $2,039
Short-term investments                                      -
Restricted cash                                            54
Fuel hedge collateral deposits                            953
Receivables, less allowance for doubtful accounts         714
Deferred income taxes                                     263
Prepaid fuel                                              219
Aircraft fuel                                             237
Prepaid expenses and other                                382

Operating property and equipment:
Owned equipment                                        10,517
Less - Accumulated depreciating and amortization       (1,598)
                                                   -----------
Total owned equipment                                   8,919

Capital leases -                                       10,517
Less - Accumulated amortization                          (224)
                                                   -----------
Total capital leases                                    1,393
                                                   -----------
Total operating property                                10,312

Other assets:
Intangibles                                             2,693
Goodwill                                                    -
Aircraft lease deposits                                   297
Restricted cash                                           218
Investments                                                81
Others                                                    999
                                                   -----------
Total other assets                                       4,288
                                                   -----------
TOTAL ASSETS                                           $19,461
                                                   ===========

                Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    1,530
Mileage Plus deferred revenue                           1,414
Accounts payable                                          829
Long-term debt maturing within one year                   782
Accrued salaries, wages and benefits                      756
Fuel derivative payable                                   858
Fuel purchase commitments                                 219
Current obligations under capital leases                  168
Accrued Interest                                          112
Distribution payable                                        4
Advanced purchase of miles                                  -
Other                                                     609
                                                   -----------

Total current liabilities                                7,281

Long-term debt                                           6,007
Long-term obligations under capital leases               1,192

Other liabilities and deferred credits:
Mileage Plus deferred revenue                           2,768
Postretirement benefit liability                        1,812
Advanced purchase of miles                              1,087
Deferred income taxes                                     799
Other                                                     980
                                                   -----------
Total other liabilities                                  7,446
                                                   -----------

Commitments and contingent liabilities                       -
Mandatorily convertible preferred securities                 -

Stockholders' equity:
Preferred stock                                             -
Common stock                                                1
Additional capital invested                             2,666
Retained earnings                                      (5,199)
Stock held in treasury                                    (26)
Accumulated other comprehensive income                     93
                                                   -----------
TOTAL LIABILITIES                                      $19,461
                                                   ===========


              UAL Corporation and Subsidiary Companies
            Unaudited Statement of Consolidated Operations
                   Year Ended December 31, 2008
                          (In Millions)

Operating revenues:
Passenger - United Airlines                           $15,337
Passenger - Regional Affiliates                         3,098
Cargo                                                     854
Other operating revenues                                  905
                                                   -----------
Total Operating Expenses                                20,194

Operating expenses:
Aircraft fuel                                           7,722
Salaries and related costs                              4,311
Regional affiliates                                     3,248
Purchased services                                      1,375
Aircraft maintenance                                    1,096
Depreciation and amortization                             932
Landing fees and other rent                               862
Distribution expenses                                     710
Aircraft rent                                             409
Cost of third party sales                                 272
Goodwill impairment                                     2,277
Other impairments and special items                       339
Other operating expenses                                1,079
                                                   -----------
Total Operating Expenses                                24,632

Earnings (loss) from operations                         (4,438)

Other income (expense):
Interest expense                                         (523)
Interest income                                           112
Interest capitalized                                       20
Gain on sale of investment                                  -
Miscellaneous, net                                       (550)
                                                   -----------
Total other income                                        (941)
Loss before income taxes                                (5,379)
and equity in loss) of affiliates
Income tax benefit                                         (25)
                                                   -----------
Loss before equity in loss of affiliates                (5,354)
Equity in earnings (loss) of affiliates, net of tax          6
                                                   -----------
NET LOSS                                               ($5,348)
                                                   ===========


              Corporation and Subsidiary Companies
              Statements of Consolidated Cash Flows
                 Year Ended December 31, 2008
                        (In Millions)

Cash flows provided (used) by operating activities:
Net income before reorganization items               ($5,348)
Adjustments to reconcile to net cash provided
by operating activities:
    Goodwill impairment                                 2,277
    Other impairments and special items                   339
    Depreciation and amortization                         932
    Mileage Plus deferred revenue
     and advance purchase of miles                        738
    Debt and lease discount amortization                   49
    Share-based compensation                               31
    Deferred income taxes                                 (26)
    Pension expense                                       (13)
    Postretirement benefit expense                          1
    Gain on sale of investments                             -
    Other operating activities                             27
Changes in assets and liabilities
    Increase in fuel hedge collateral                    (965)
    Increase in fuel derivative payables                  858
    Increase (decrease) in accrued liabilities           (155)
    Increase (decrease) in advance ticket sales          (388)
    Decrease (increase) in other current assets           257
    Decrease (increase) in receivables                    195
    Increase (decrease) in accounts payable               (48)
                                                   -----------
Net cash flows from (used) by operating activities      (1,239)
                                                   -----------

Cash flows from reorganization activities:
Reorganization items, net                                  -
Increase in other liabilities                              -
Increase in non-aircraft claims accrual                    -
Discharge of claims and liabilities                        -
Revaluation of Mileage Plus frequent
   flyer deferred revenue                                   -
Revaluation of other assets and liabilities                -
Pension curtailment, settlement and termination            -
                                                   -----------
Net cash flows from reorganization activities                -
                                                   -----------

Cash flows provided (used) by investing activities:
Net (purchases) sales of short-term investments        2,295
Purchases of EETC securities                               -
Additions to property and equipment                     (415)
(Increase) Decrease in restricted cash                   484
Decrease in segregated funds                               -
Additions to deferred software costs                     (60)
Proceeds on disposition of property and equipment         94
Proceeds from asset sale-leasebacks                      274
Proceeds on litigation of advanced deposits               41
Other, net                                                 8
                                                   -----------
Net cash flows provided (used) by investing
activities                                               2,721
                                                   -----------

Cash flows provided (used) by financing activities:
Proceeds from Credit Facility                              -
Repayment of Credit Facility                             (18)
Repayment of DIP Financing                                 -
Repayment of other long-term debt                       (666)
Principal payments under capital leases                 (235)
Proceeds from issuance of long-term debt                 337
Special distribution to common shareholders             (253)
Decrease in aircraft lease deposits                      155
Payment of deferred financing costs                     (120)
Proceeds from sale of common stock                       107
Purchases of treasury stock                              (11)
Proceeds from exercise of stock options                    -
Other, net                                                 2
                                                  -----------
Net cash flows provided (used in) by financing
activities                                               (702)
                                                  -----------

Increase (decrease) in cash and cash equivalents           780
Cash and cash equivalents at beginning of year           1,259
                                                   -----------
Cash and cash equivalents at end of year                $2,039
                                                   ===========

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Settles Claims, Various Disputes wit LAX
--------------------------------------------------
United Air Lines, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois to approve a settlement agreement it
entered into with the city of Los Angeles, acting on behalf of the
Los Angeles World Airports for the resolution of adversary
proceeding no. 05-02806, case no. 08-cv-3337, certain proofs of
claim filed by the City, and issues concerning United's occupancy
of Terminals 6, 7 and 8 at Los Angeles International Airport.

Micah E. Marcus, Esq., at Kirkland & Ellis LLP, in Chicago
Illinois, recounts that United and the City are parties to a
Terminal Lease Agreement that covers space Terminal 6 and
Terminal 7 at LAX.  United and the City are also parties to a
lease that covers space in Terminal 7 and Terminal 8 at LAX,
including space used for FIS.  United and the City now desire to
terminate the Terminal 6/7 Lease, settling certain matters
related to United's occupancy of space in Terminals 6, 7, and 8,
and to enter into a new lease covering United's use of certain
space in Terminal 6.

Pursuant to the Debtors' Second Amended Joint Plan of
Reorganization, United Air Lines, Inc. assumed executory
contracts and unexpired leases with the City of Los Angeles
related to its operations at Los Angeles International Airport.
In February 2006, the City filed 14 requests for payment of cure
claims and United has disputed the Cure Claims.  No distributions
have been made to the City on account of those claims.

Accordingly, the salient terms of the Settlement Agreement
provides that:

* On the closing date of the stipulation, the City will pay
  United $34,061,895.  The City will deposit the Terminal Fee
  into an escrow subject to certain conditions to closing.

* The Terminal 6 or 7 Termination Fee will be calculated as (i)
  $225 million representing the agreed value of United's assets
  in Terminals 6 and 7 being transferred to the City, plus (ii)
  $10 million, plus (iii) $653,547 -- the Terminal 7 Non-Leased
  Space Settlement, plus (iv) $3,580,269 -- United lawsuit
  Settlement, minus (v) $630,385 -- Terminal 6 Tariff
  Settlement, and minus (vi) $4,541,536 -- the Cure Claim
  amount.

* The Terminal 6 or 7 Lease will be terminated and United will
  relinquish the space it occupies, including United's assets
  located in Terminals 6 and 7.  Despite the termination, United
  agrees to fulfill its restoration obligations with respect to
  its relinquished space in Terminals 6 and 7 no later than
  September 30, 2009.

* United will assign its sublease of certain space in Terminal 6
  from Continental Airlines, Inc. to the City and agrees to
  obtain all consents and approvals from Continental necessary
  for the assignment.  United's fulfillment of its restoration
  obligations and obtaining all consents and approvals required
  to assign the Continental Sublease are conditions to the
  closing date.

* Effective on the Closing Date, United and the City will enter
  a new lease for certain space located in Terminal 6.

* The parties agree to modify the Terminal 7 or 8 Lease to
  provide for the deletion and addition of a minor amount of
  space in Terminal 7.  United agrees to fulfill its restoration
  obligations with respect to all space relinquished under the
  Terminal 7/8 Lease.

* As to any space occupied in Terminals 6 or 7 and 8 after the
  relinquishment date not subject to the Continental Sublease,
  the Terminal 7 or 8 Lease or the new Terminal 6 lease, United
  agrees that the space will be occupied pursuant to the Los
  Angeles International Airport Passenger Terminal Tariff.
  United also agrees to fulfill all of its obligations under the
  Tariff upon vacating any space occupied under the Tariff,
  including any restoration obligations.

* Contingent upon occurrence of the Closing Date prior to
  September 30, 2009, the parties agree that the Settlement
  Agreement will constitute a full satisfaction of all claims
  asserted in the adversary proceedings or the "Terminal 7 or
  8 litigation" and agree to cooperate in the filing of one or
  more stipulations to dismiss the Terminal 7 or 8 Litigation.

* If the Closing Date does not occur prior to September 30,
  2009, the parties agree that the Settlement Agreement will
  include the unwinding of acts taken in furtherance of
  termination of the Terminal 6 Lease, and the Terminal 7 or 8
  Litigation will continue.

* The Cure Claims will be settled for a payment of $4,541,536.
  However, the environmental claim filed under (i) Claim No.
  044991 for $6,385,000, (ii) Claim No. 044992 for $6,385,000,
  and (iii) Claim No. 045001 for $5,623,000 are resolved by the
  parties' agreement that the Environmental Claims will not be
  discharged in the bankruptcy cases, but will remain subject to
  United's right to object or contest any claims.  The Cure
  Claims will be withdrawn with respect to the bankruptcy
  cases; provided, however, the Environmental Claims are not
  waived.

* Unsecured Claim No. 44983, filed by the City, will be allowed
  for $945,667 in Class 2E-6 under the Plan.

* United and the City exchange mutual releases except for (i)
  amounts owing under the Settlement Agreement, (ii) claims
  arising under the Settlement Agreement, and (iii) any claims,
  actions or arguments, arising under or related to the
  adversary proceedings (iv) any claims, actions, or arguments
  arising under or related to a certain action between the
  parties before the U. S. District Court for the Central
  District of California that was dismissed without
  prejudice on February 26, 2008, including any matters covered
  by the interim settlement agreement between the parties which
  was executed on February 21, 2008, and which was amended on
  January 12, 2009.

Mr. Marcus stresses that given the complexity and uncertainty of
the outcome of the Terminal 7 or 8 Litigation, the expense,
inconvenience and delay could be substantial if the parties are
forced to continue the litigation.  He notes that the Terminal 7
or 8 Litigation has spanned over 3 years, and the Court's
Memorandum of Decision, entered on May 31, 2008, is still under
review by the U.S. District Court for the Northern District of
Illinois.  By entering into the Settlement Agreement, United and
the City will avoid future litigation costs concerning Terminals
6, 7 and 8, resolve the Terminal 7/8 Litigation, provide an
amicable framework for United's continued operations at LAX, and
resolve the Cure Claims in the most economically manner possible,
he says.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: 7th Cir. Affirms Lower Court Ruling on ALPA Dispute
-------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit has affirmed a
judgment issued by Judge Joan Lefkow of the U.S. District Court
for the Northern District of Illinois with respect to a dispute
between UAL Corporation's United Air Lines and the Air Line Pilots
Association and ALPA-UAL members.

United had alleged that the union engaged in unlawful job action.
The District Court entered a preliminary injunction order on
November 18, 2008, barring each of the ALPA and the pilots, from
calling, permitting, instigating, authorizing, encouraging,
participating in approving or continuing any interference with
United's airline operations.  On December 10, 2008, ALPA and
Messrs. Tamkin, Domaleski, Fernandez and Freeman took an appeal to
the United States Court of Appeals for the Seventh Circuit from
the Preliminary Injunction Order.

The Seventh Circuit agrees with the District Court's complete
findings with respect to evidence showing the Defendants'
involvement in various job actions.  The Panel holds that the
District Court did not err in finding that United clearly
provided that the Defendants authorized and ratified the unlawful
job actions.

The Seventh Circuit only reversed the District Court's findings
solely to point out that the statistical evidence regarding a
marked increase in sick leave is not enough to constitute clear
proof that ALPA was implicated in a sick-out scheme.

The ALPA and ALPA-UAL members Steven M. Tamkin, Robert J.
Domaleski, Jr., Xavier Fernandez, and Anthony R. Freeman had taken
appeal from the District Court's preliminary injunction order,
raising four main issues:

  (i) the six-month statute of limitations bars United's
      claim that ALPA engaged in an unlawful job action;

(ii) ALPA has made reasonable efforts under Section 2, First of
      the Railway Labor Act in response to the alleged sick-out;

(iii) United has not satisfied the requirements of Section 6 of
      the Norris-LaGuardia Act because it failed to show that
      the Defendants participated in or ratified any unlawful
      acts; and

(iv) the requirements of Section 7 of the NLGA were not
      satisfied and that an injunction was not necessary to
      prevent a violation of Section 2, First of the RLA.

The Seventh Circuit noted that the RLA has no statute of
limitations for actions under Section 2, First, they borrowed the
six-month statute of limitations from Section 10(b) of the
National Labor Relations Act.

According to the Panel, they find that the Defendants engaged in
unlawful actions before and during the limitations period that
caused injuries to United before and during the limitations
period.  The Seventh Circuit, thus, believes that United's action
is not time barred.

The Seventh Circuit held that the Defendants' argument that they
made reasonable effort to address the alleged acts is without
merit.  The Seventh Circuit accorded substantial deference to the
District Court's findings that ALPA has not engaged in a good
faith effort in ending the sick out and the Defendants do not
come close to demonstrating clear error.

The Seventh Circuit further held that Section 6 of the NLGA
applies to United's claims for injunctive relief, and that it
need not revisit the use of the clear proof of standard because
United still prevails under the higher clear proof standard,
which requires "clear and convincing evidence, as opposed to a
preponderance."

The Defendants have mischaracterized the District Court's
analysis related to a letter dated July 21, 2008, related to sick
leave usage, the Seventh Circuit pointed out.  The Defendants have
complained that the District Court erred by drawing a negative
inference from the failure of the individual defendants to testify
at the hearing regarding the June 11, 2008 meeting
regarding the sick-out.  Pursuant to the District Court's finding
of material inconsistencies in the deposition testimony of the
Defendants, the Seventh Circuit held that there is nothing
inappropriate in drawing that inference and adhering to it in the
absence of any evidence to the contrary.  As to the letter dated
July 15, 2008, the Seventh Circuit believes that the District
Court was correct to consider the letter's content and tone in
relation to all of the other evidence about the job actions.  The
letter used inflammatory language and informed the pilots that it
was necessary to begin working on a new collective bargaining
agreement, the Seventh Circuit panel said.

The Seventh Circuit also noted that the Defendants have attempted
to characterize the Standstill Agreement as a "voluntary"
cessation of any job actions.  However, the District Court was
within its discretion to find that an agreement signed only after
a lawsuit has been filed is not voluntary, and that even a
voluntary cessation is not determinative.  The District Court may
also consider how easily former practices might be resumed at any
time in determining the appropriateness of injunctive relief, the
Panel said.  ALPA and the Pilot-Defendants had employed means of
communication, including telephone trees that left no trail of
evidence.  Moreover, the Strike Preparedness Committee had been
reactivated.  Without the threat of contempt, the District Court
could reason that ALPA would continue to say one thing in public
and to the court, and another thing to its members.

The Seventh Circuit agreed with the District Court that a
voluntary cessation of wrongful conduct is a factor for a court to
consider in deciding whether an injunction is necessary.  The
Seventh Circuit said the Defendants had been "less than candid" in
their testimony.  Accordingly, the District Court was within its
discretion in finding that an injunction was the only means of
assuring compliance with the status quo provisions of the RLA, the
Seventh Circuit said.

A full-text copy of the Seventh Circuit Opinion is available for
free at:

  http://bankrupt.com/misc/UAL_7thCircOpinionreALPAAppeal.pdf

           Permanent Injunction Trial set for May 26

On February 6, 2009, United Air Lines, Inc. and Air Line Pilots
Association, International, Steven Tamkin, Robert Domaleski,
Xavier Fernandez and Anthony Freeman submitted to the U.S.
District Court a stipulated schedule for the completion of
discovery and establishing trial dates on United's request for
permanent injunction pursuant to Section 151 of the Railway Labor
Act.  The parties have agreed to February 13, 2009, as the
deadline for filing supplemental responses to all discovery
requests and March 6, 2009, as deadline for production of
supplemental documents to document requests.  The parties also
agreed to these deadlines:

  * April 1, 2009         -- deadline to file additional
                             discovery requests.

  * April 30, 2009        -- deadline to complete depositions

  * May 26, 2009          -- trial on United's request for a
                             permanent injunction, which will
                             resume on June 8, 2009

Judge Lefkow approved the stipulated schedule on February 12,
2009.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Status Hearing in Chapter 11 Case on March 31
-------------------------------------------------------
UAL Corporation and its affiliates notify parties-in-interest that
a status hearing on their Chapter 11 cases will be held March 31,
2009.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: FMR Reports 15% Equity Stake; BofA Holds 13% of Shares
----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated February 12, 2009, FMR Corp. disclosed that it
beneficially owns 19,583,387 shares of UAL Corp. Common Stock,
representing 15% of UAL's total outstanding shares.

UAL has 143,885,823 outstanding shares of common stock as of
February 20, 2009.

FMR has sole power to vote or to direct the vote of 804,045
shares, and sole power to dispose of or to direct the disposition
of 19,583,387 shares.

              Fidelity Management & Research

As a wholly owned subsidiary of FMR Corp., and as investment
adviser to various investment companies, Fidelity Management &
Research Company is the beneficial owner of 18,759,982 shares or
14.369% of UAL's common stock outstanding.

The number of UAL shares owned by the investment companies at
December 31, 2008, included 1,634,440 shares of Common Stock
resulting from the assumed conversion of $53,340,000 principal
amount of UAL CORP CV 4.5% 6/30/21 144A -- 30.6419 shares of
Common Stock for each $1,000 principal amount of debenture.

FMR and its chairman, Edward C. Johnson 3d, through their control
of Fidelity and the funds, each has sole power to dispose of the
18,759,982 shares owned by the Funds.

Members of Mr. Johnson's family are the predominant owners,
directly or through trusts, of Series B shares of FMR common
stock representing 49% of FMR's voting power.  The Johnson family
group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B shares
will be voted in accordance with the majority vote of Series B
shares.  Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR.

Neither FMR LLC nor Mr. Johnson has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.

               Pyramis Global Advisors Trust

Pyramis Global Advisors Trust Company, an indirect wholly owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, is the beneficial owner
of 437,045 shares or 0.335% of the UAL outstanding Common Stock
as a result of its capacity as investment manager of
institutional accounts owning the shares.

The number of UAL shares owned by the institutional accounts at
December 31, 2008, included 51,155 shares of Common Stock
resulting from the assumed conversion of $1,800,000 principal
amount of UAL CORP CV 4.5% 6/30/21 144A -- 30.6419 shares of
Common Stock for each $1,000 principal amount of debenture.

Mr. Johnson and FMR, through their control of Pyramis Global,
each has sole dispositive power over 437,045 shares and sole
power to vote or to direct the voting of 417,685 shares of Common
Stock owned by the institutional accounts.

                   Fidelity International

Fidelity International Limited and various foreign-based
subsidiaries provide investment advisory and management
services to a number of non-U.S. investment companies and
certain institutional investors.

Fidelity International is the beneficial owner of 386,360 shares
or 0.296% of UAL Common Stock outstanding.

Partnerships controlled predominantly by members of
the family of Mr. Johnson, chairman of FMR Corp. and Fidelity
International, or trusts for their benefit, own shares of
Fidelity International voting stock with the right to cast
approximately 47% of the total votes which may be cast by all
holders of Fidelity International voting stock.

FMR Corp. and Fidelity International are separate and independent
corporate entities, and their Boards of Directors are generally
composed of different individuals.

               Bank of America Discloses 13.96% Stake

In a regulatory filing with the United States Securities and
Exchange Commission, dated February 13, 2008, Bank of America
Corporation disclosed that it beneficially owns 17,866,324 shares
of UAL Corp. Common Stock, representing 13.96% of UAL's total
outstanding shares.

UAL had 143,885,823 outstanding shares of common stock as of
February 20, 2009.

BofA reported that it has shared voting power of 17,722,206
shares, as well as shared dispositive power of 17,866,234 shares.
BofA is the parent holding company of 11 other entities, which
also disclosed its individual ownership of UAL stock:

                                                % of UAL's
                                   No. of      outstanding
Entity                            Shares           shares
------                            ------      -----------
NB Holdings Corporation       15,722,835           12.20%
BAC North America Holding
Company                       14,883,135           11.55%
BANA Holding Corporation      14,883,135           11.55%
Bank of America, N.A.         14,883,135           11.55%
NMS Services, Inc.             2,143,289            1.66%
NMS Services (Cayman), Inc.    2,143,289            1.66%
Columbia Management Group
   LLC                            835,718            0.65%
Columbia Management Advisors
   LLC                            835,718            0.65%
Banc of America Securities
   Holdings Corporation           839,700            0.65%
Banc of America Securities
   LLC                            839,700            0.65%
Banc of America Investment
   Advisors, Inc                    4,708           0.004%

Charles F. Bowman, senior vice president of Bank of America
Corporation, reported that BofA, N.A.'s shares include:

  -- 4,934,476 shares of UAL common stock held on behalf
     of The Employer Stock Fund under the United Air Lines,
     Inc. Ground Employee 401(k) Plan;

  -- 2,097,329 shares of UAL common stock held on behalf
     of The Employer Stock Fund under the United Management
     and Administrative 401(k) Plan; and

  -- 2,303,098 shares of UAL common stock held on behalf of
     The Employer Stock Fund under the United Flight
     Attendant 401K Plan.

BofA, N.A. has shared voting and shared dispositive powers with
respect to the shares of UAL common stock held under the trusts
maintained pursuant to the plans.  Moreover, BofA, N.A. has sole
power to dispose of 4,712,432 shares and it also shares the power
to direct the disposition of 10,170,703 shares.

NB Holdings shares the power to vote for 15,578,717 shares and
has shared dispositive power of 15,722,835 shares.  BAC North
America has shared voting power for 14,739,017 shares and has
shared dispositive power for 14,883,135 shares.  BANA shares the
power to vote on 14,739,017 shares and has shared dispositive
power of $14,883,135 shares.

Columbia Management Group shares the power to vote on 686,678
shares and has shared dispositive power of 835,718 shares.
Columbia Management Advisor has sole voting power for 685,338
shares and shares the power to vote on 1,340 shares.  Columbia
Management Advisor has sole dispositive power of 798,278 and
shares the power to dispose of shares for 37,440.

BofASH, BofAS, NMS Services and NMS Services Cayman, and BofA
Investment each have shared voting and dispositive power of all
their shares.

                 Capital World Discloses 8.1% Stake

Capital World Investors, in its capacity as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940, disclosed in a regulatory filing
with the United States Securities and Exchange Commission, dated
February 12, 2009, that it is the beneficial owner of 10,670,070
shares of UAL Corp. Common Stock, as of December 31, 2008.

The 10,670,070 shares represent 8.1% of the 128,839,000 shares of
UAL common stock outstanding, Donald H. Rolfe, attorney-in-fact
of Capital World, reported.

The shares reported by Capital World, include 2,224,600 shares
resulting from the assumed conversion of $72,600 principal amount
of the 4.5% Senior Convertible Notes due June 30, 2021.

Mr. Rolfe also stated that one or more clients of Capital World
Investors have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
common stock of UAL, on behalf of New Perspective Fund, Inc.

                   Legg Mason Reports 4.74% Stake

In a regulatory filing with the U.S. Securities and Exchange
Commission dated February 17, 2009, LMM LLC disclosed that it
beneficially owns 6,105,000 shares of UAL Corp. common stock,
representing 4.74% of UAL's total outstanding shares.

UAL had 143,885,823 outstanding shares of common stock as of
February 20, 2009.

LMM said that it has shared voting power and shared
dispositive power of all its shares.

In the same filing, Legg Mason Capital Management, Inc. disclosed
that it beneficially owns 3,222,089 shares of UAL common stock,
representing 2.5% of UAL's outstanding shares. Legg Mason Capital
Management has shared voting power and shared dispositive power
of all its shares.

                    D.E. Shaw Reports 1.5% Stake

In a regulatory filing with the U.S. Securities and Exchange
Commission dated February 17, 2009, D.E. Shaw & Co., L.P. and
David E. Shaw disclosed that they each beneficially own 1,911,090
shares of UAL Corp. common stock, representing 1.5% of UAL's
total outstanding shares.

UAL had 143,885,823 outstanding shares of common stock as of
February 20, 2009.

Furthermore, D.E Shaw and Mr. Shaw reported that they have shared
voting and dispositive power for their individual holdings.  D.E.
Shaw and Mr. Shaw's individual holdings are comprised of:

* 549,090 shares in the name of D.E. Shaw Valence Portfolios,
   L.L.C.;

* 1,360,100 shares that D.E. Shaw Valence has the right to
   acquire through exercise of listed call options; and

* 1,900 shares in the name of D.E. Shaw Investment Management,
   L.L.C.

However, Mr. Shaw does not own any shares directly.  Mr. Shaw is
the president and sole shareholder of D.E. Shaw & Co. Inc., which
is the general partner of D.E. Shaw & Co. L.P.

D.E. Shaw & Co. L.P. is the investment adviser of D. E Shaw
Oculus Portfolios and D.E. Shaw Synoptic Portfolios 2 -- the
managing member and investment adviser of Valence Portfolios and
the managing member of D.E. Shaw Investment Management, L.L.C.

By virtue of Mr. Shaw's position in the companies, he may be
deemed to have the shared power to vote or direct the vote of,
and the shared power to dispose or direct the disposition of, the
1,911,090 shares attributed to him.  Therefore, Mr. Shaw may be
deemed to be the beneficial owner of the shares.  Nevertheless,
Mr. Shaw disclaims beneficial ownership of the 1,911,090 shares.

                    Executives Dispose of Shares

In separate regulatory filings with the Securities and Exchange
Commission, four directors of UAL Corp. disclosed their
disposition of shares of UAL common stock as of February 2, 2009:

                     Date of     No. of Shares   No. of Shares
Officer              Deposition    Deposed of    Currently Owned
-------              ----------  -------------  ---------------
Paul R. Lovejoy       02/02/09       6,825           67,392
Kathryn A. Mikells    02/02/09       1,706           41,214
John P. Tague,        02/02/09      13,165          115,269
Glenn F. Tilton       02/02/09      33,225          304,908

The Directors disposed of their shares of UAL common stock at
$10.009 per share.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


USA DATANET: Court Approves Sale of Wholesale & Hosted VoIP Assets
------------------------------------------------------------------
Warwick Valley Telephone Company said WVT Communications' modified
initial bid for the acquisition of the wholesale and hosted VoIP
assets of USA Datanet has been accepted by the United States
Bankruptcy Court for the Northern District of New York.

Warwick Valley did not disclose the terms of the deal.

   Contact:

   Warwick Valley Telephone Company
   Duane W. Albro
   President & CEO
   Tel: (845) 986-2100

Founded in 1998, US Datanet Corporation, aka USA Datanet --
http://www.usadatanet.com-- based in Syracuse, New York, provides
IP-enabled voice, Internet access and enhanced communications
services for commercial, carrier and residential customers
throughout the Upstate New York region.

The company and two other affiliates filed for bankruptcy on
October 3, 2008 (Bankr. N.D. N.Y. Case No. 08-32560).   Judge
Margaret M. Cangilos-Ruiz presides over the case.  John R. Weider,
Esq., at Harter, Secrest & Emery LLP, in Rochester, serves as the
Debtors' bankruptcy counsel.

When it filed for bankruptcy, US Datanet disclosed less than
$50,000 in assets, and between $1 million and $10 million in
debts.  Its two affiliates both disclosed between $1 million and
$10 million in both assets and debts.


VALLEJO CITY: $12MM Deficit May Lead to Salary & Services Cut
-------------------------------------------------------------
Carolyn Jones at San Francisco Chronicle reports that the city of
Vallejo, in California, is considering a 20% cut on city salaries
and services to make up for an unexpected $12 million budget
deficit.

According to San Francisco Chronicle, the City Council will
discuss cutback scenarios for the next fiscal year, seeking ways
to compensate for drastic declines in property tax, sales tax, and
building fees.  Vallejo, says the report, also has a
$2 million legal bill for its bankruptcy case, which would
increase over the next few months as proceedings continue.

San Francisco Chronicle relates that the general fund would drop
to $71 million, from $83 million in 2008.

Citing city finance director Robert Stout and city manager Joe
Tanner, San Francisco Chronicle states that this year's cuts will
affect public safety.  According to the report, the city staff is
recommending that the council cut 30 sworn police positions from a
current staff of 115, and close two fire stations.

San Francisco Chronicle quoted City Councilwoman Stephanie Gomes
as saying, "It's painful.  We're going well below our ability to
provide essential services.  We have nothing left to cut."

                    About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in
Solano County, in California.  As of the 2000 census, the city had
a total population of 116,760.  It is located in the San Francisco
Bay Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.


VANDERBILT UNIVERSITY: Moody's Assigns Rating on $330 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has assigned an Aa2 rating to Vanderbilt
University's $330 million Series 2009A and 2009B Revenue Bonds to
be issued by The Health and Educational Facilities Board of the
Metropolitan Government of Nashville and Davidson County,
Tennessee.  The rating carries a stable outlook.  At this time
Moody's have also affirmed the ratings of Aa2, P1 and VMIG1 on the
University's debt, as detailed at the end of this report (Rated
Debt section).

Use Of Proceeds: Proceeds from the Series 2009A and 2009B Revenue
Bonds will be used to refund tax-exempt commercial paper used for
various capital projects (approximately $104 million), financing
various capital improvements ($100 million) which include an
ambulatory care facility, refunding of the Series 2005 B-1 and
2005 B-2 bonds ($126 million, currently in flexible rate and term
rate modes, respectively) and to pay costs of issuance.

Legal Security: General unsecured obligation of the University.

Debt-Related Derivative Instruments: The University currently has
25 active and outstanding interest rate swap agreements with five
highly rated counterparties, each with $20 million collateral
posting thresholds, above which Vanderbilt must post collateral.
The total notional amount is $1.7 billion and represents a blend
of fixed-payer swaps, basis swaps and fixed-receiver swaps.  As of
February 28, 2009, the University was required to post
approximately $190 million in collateral, an amount which had
increased markedly with recent declines in 30-year LIBOR-based
swap rates in FY 2009, but remains lower than levels in mid-
December.  Given the University's financial resource base, capable
financial management team and contingency planning around the
potential for additional collateral posting requirements, Moody's
Aa2 rating reflects the derivative exposure.

                            Strengths

* Excellent financial resource cushion with total financial
resources of $4.3 billion (80% of which is expendable),
covering pro-forma debt by 3.9 times at the end of FY 2008.
With Moody's estimated decline of 30% (based on industry
averages in the first half of the fiscal year) in FY 2009 from
endowment spending and investment losses, however, the total
declines to just over $3 billion, cushioning pro-forma debt by
2.1 times.  Reduced expendable financial resources cushion pro-
forma debt by 1.7 times, or 86% of annual operating expenses.

* Vibrant market positions supporting education, research and
  health care revenue streams, for comprehensive university with
  11,577 full-time equivalent students and $444 million in
  research expenditures in FY 2008.

* Healthy operating performance with a 2.9% average operating
margin and 9.3% operating cash flow margin for FY 2008, aided
by healthy performance of patient care activities.

* Solid level of donor support with gift revenues averaging
$140 million per year over the last three years.  The
University has raised $1.65 billion towards its $1.75 billion
comprehensive campaign, with over 100,000 donors to date.

                            Challenges

* Reduction in liquidity from funds locked up in the Commonfund
  Short-Term (approximately $73 million as of February 28, 2009)
and Intermediate ($70 million as of February 28, 2009) Funds
and collateral posting requirements under swap agreements
($190 million as February 28, 2009) combined with investment
losses which Moody's estimate to be in the 25% range fiscal
year to date based on industry averages.  The University
continues to act to rebuild liquidity through the prior
issuance of the Series 2009A Taxable Notes, through prior and
planned liquidation of hedge fund and limited partnership
positions, through positive operating cash flow which continues
as a credit strength and through an easing of spending plans
for various capital projects.  The current financing refunds a
portion of Vanderbilt's self-liquidity debt, thereby reducing
potential demands on liquidity.

* Exposure to health care industry, which is potentially more
  volatile than higher education, with patient care revenues
  comprising 64% of total revenue base in FY 2008.

* Heavy competition for constrained research funding,
particularly for NIH grants, comprising approximately 80% of
research grant revenue in FY 2008.

Market/Competitive Strategy: Growing National Prominence For
Academic Programs, With Strong Research And Healthcare Competitive
Positions

Vanderbilt continues to make progress in strengthening its student
and research market positions, which should translate into ongoing
fiscal stability when combined with the improvement in performance
of the health service operations.  Total full-time equivalent
enrollment for the University's comprehensive array of
undergraduate, graduate, and professional programs stood at 11,577
in fall 2008, reflecting a manageable 6% increase over the past
four years.  Undergraduate students comprise approximately 57% of
the University's total FTE enrollment.  Freshman application
volume continues to grow and combined with an improved yield on
accepted applicants, has enabled Vanderbilt to become
progressively more selective, accepting 25.3% of freshman
applicants for fall 2008.  Yield on admitted students was 36.6%
for the same period.  Net tuition per student of $19,167 remains
somewhat below Moody's median of $21,687 for all Aa-rated private
universities, as Vanderbilt continues to use financial aid to
attract sought-after students.

Research funding has grown at a remarkable pace over recent years
with research expenditures reaching $444 million in FY 2008.
Vanderbilt holds a solid track record in garnering increases in
National Institutes of Health funding.  Between FY 2005 and FY
2008, the University had an 18% increase in federal research
funding, of which NIH funding is the majority.  The University's
School of Medicine is now ranked tenth nationally in NIH awards,
up strongly from its 24th ranking in 2000.  The growth has been
supported by significant facilities investments.

Operating Performance: Healthy Operating Performance And Cash Flow
    Generation, Bolstered By Good Performance In Health Care
                            Operations

Moody's expects the University's overall operating performance to
remain positive.  Through the end of FY 2008, Vanderbilt generated
an average 2.9% operating margin, resulting in over five times
coverage of actual debt service requirements.  The University's
operating cash flow margin was 9.3% in FY 2008 in line with prior
years.  Management is taking steps to restrain some operating
expenditures in light of the broader economic climate.

With 64% of the University's consolidated revenues derived from
patient care, the financial performance of the health services
functions are critical to sustained credit quality.  Vanderbilt's
primary health operations include 836 licensed beds approved for
operation with potential expansion over the next few years to 946
beds.  Hospital discharges and outpatient visits continue to
expand.  The relatively new Children's Hospital continues to see
favorable volume trends.  The University is investing in
additional outpatient facilities designed to further increase
volume.  Management expects FY 2009 operating cash flow to remain
positive.  The payor mix has evolved over the last decade, with
2008 showing increases in managed care to (43%), followed by
Medicare (21%), TennCare (18%), commercial indemnity (10%) and
self pay and other (8%).  The Medical Center does have exposure to
potential state reductions in the TennCare plan, potentially
offset for some time by federal stimulus to help states with
health care coverage for Medicaid and other health care programs.

   Balance Sheet Position: Strong Level Of Financial Resources
   Despite Recent Losses; Reduced Future Borrowing Plans Remain
                            Manageable

Moody's expects the University's large, albeit reduced, financial
resource base to continue providing a good cushion relative to
debt and annual operating expenses.  For FY 2008, Vanderbilt had
total financial resources of $4.3 billion, up 50% since FY 2004;
with a superior level of unrestricted resources, 78% as of
June 30, 2008.  With Moody's estimated decline of 30% (based on
industry averages in the first half of the fiscal year) in FY 2009
from endowment spending and investment losses, however, the total
declines to just over $3 billion cushioning pro-forma debt by 2.1
times.  Reduced expendable financial resources cushion pro-forma
debt by 1.7 times or 86% of annual operating expenses.  Moody's
note that with the majority of the Taxable Notes proceeds from a
February sale used as a boost to liquidity, that those assets will
provide management with considerable flexibility.  Other capital
plans beyond those with firm donor commitments are under review
with likely postponement of some in response to broader economic
climate.

During FY 2008 Vanderbilt's endowment posted a 2.1% return, with a
solid 10-year annualized return as of the same date of 11.1%.  The
endowment had an estimated negative 15.7% return for the first six
months of FY 2009, somewhat aided by a larger than typical
allocation to cash as several manager positions were in
transition.  Vanderbilt recently had a smooth transition in its
Vice Chancellor for Investments role and has made material
additions to its staff members in investment oversight and risk
budgeting.  The asset allocation is broadly diversified with (as
of December 2008) equities accounting for 23%, venture capital and
private equity 23%, hedge funds 22%, real assets 16%, fixed income
9% and cash 7%.

Vanderbilt's $1.75 billion comprehensive campaign is on target to
meet its goal by 2010, with $1.65 billion raised through January
2009.  Total gift revenue has averaged $140 million per year over
the last three years.  Almost $500 million of gifts received
through December 2008 were targeted for endowment, further
bolstering ongoing financial resource levels.

                   Short-Term Rating Rationale

Moody's believes that Vanderbilt's self-liquidity program offers
adequate coverage for the tender features of its weekly variable-
rate demand bonds and combined program total of $675 million of
commercial paper under the taxable and tax-exempt commercial paper
programs.  It is intended that the CP program will be managed to a
maximum aggregate $50 million daily maturity and no more than $100
million maturing in any five consecutive business days.  The
liquidity profile also supports the $61 million of Series 2005 B1
Revenue Bonds currently in flexible mode as well as the $64
million of Series 2005 B2 Revenue Bonds with a mandatory tender on
April 1, 2009.  Currently, the University has $126 million of tax-
exempt CP and $124 million of taxable CP outstanding, well under
the $675 million program limit.  With the refunding of the Series
2005 B1 and 2005 B2 Bonds, along with $104 million of tax-exempt
CP, the University is substantially reducing outstanding debt
supported by its self liquidity program.  Given the University's
capable treasury management team and sound reporting on its self-
liquidity assets and liabilities, Moody's apply Moody's Modified
Approach as detailed in Moody's November 2006 report, "Variable
Rate Debt Instruments Supported By An Issuer's Own Liquidity."

The obligation to make payments on tendered bonds that are not
remarketed and to pay commercial paper at maturity is a general
obligation of Vanderbilt University, and the University manages
its own self-liquidity program.  Moody's believes that
Vanderbilt's self-liquidity program, which, in addition to the
University's own cash and investments, also relies on the presence
of two bank liquidity support agreements for same-day liquidity,
provides adequate coverage for the tender features of the
variable-rate demand bonds ($277 million), taxable and tax-exempt
commercial paper programs ($100 million weekly limit), Flex Rate
2005 B-1 bonds ($61 million-to be refunded) as well as the Series
2005 B-2 Revenue Bonds ($62 million-to be refunded) with a
mandatory tender on April 1, 2009.

The University currently has $598 million of investments with
same-day liquidity including funds with State Street US Treasury
Money Market Fund (rated Aaa by Moody's), working cash deposits
with P-1 rated banks and approximately $83 million in highly rated
fixed income holdings which include predominantly US Treasuries
with same-day or next-day availability.  Management has deployed a
considerable portion of the proceeds of the Series 2009A Taxable
Notes in liquid funds which will provide an additional cushion
relative to potential demands on liquidity.

In addition to its $125 million Bank of America, N.A. (rated
Aa2/P-1) credit agreement to supplement the University's
investments with same-day liquidity, the University has a
$250 million Wells Fargo Bank, N.A. (rated Aa1/P-1) dedicated line
of credit in order to provide additional self-liquidity support.
Combined, the two agreements currently provide coverage of $375
million of maturing commercial paper and/or tendered variable-rate
bonds that have not been remarketed, although the lines will not
cover interest payments on maturing CP or bonds.  The University
is responsible for making the request for funding, and funds will
be provided by the banks directly to the Tender and Paying Agents.
Moody's has reviewed the bond and commercial paper documents and
believes that the coordination of timing between bank credit
agreements and the bond and CP documents allow adequate time for
the University to draw on the lines of credit and have funds
deposited with the Tender and/or Paying Agents.

The University has the right to cancel the bank agreements with
notice and/or replace the financial institutions at its
discretion.  In addition, under certain circumstances Bank of
America can terminate its commitment immediately.  There is no
mandatory tender of outstanding bonds upon the expiration or
termination of the liquidity agreement.  Events which would cause
the Bank of America Agreement to terminate are directly related to
the credit quality of Vanderbilt University and include: 1)
Vanderbilt's failure to pay principal or interest on the Bonds
when due; 2) downgrade of the rating on the Bonds by Moody's and
S&P ratings on the debt to below Baa3 and BBB-, respectively; 3)
University becoming insolvent or unable to pay its debts, or a
court proceeding seeking an order for liquidation of the
University which is not terminated for a period of 60 days; 4)
University defaulting in principal or interest payments on any
Debt which equals or exceeds $15 million; 5) failure to pay or
satisfy a final, non-appealable judgment in excess of $5 million
within 60 days; or 6) a provision of the Agreement relating to
payment of principal or interest ceasing to be valid and binding.

Under certain circumstances Wells Fargo can terminate its
commitment immediately.  There is no mandatory tender of
outstanding bonds upon the expiration or termination of the
liquidity agreement.  Events which would cause the Wells Fargo
Agreement to terminate are directly related to the credit quality
of Vanderbilt University and include: 1) Vanderbilt's failure to
pay principal or interest on the Bonds when due; 2) downgrade of
the rating on the Bonds by Moody's and S&P ratings on the debt to
below Baa3 and BBB-, respectively; 3) University becoming
insolvent or unable to pay its debts, or a court proceeding
seeking an order for liquidation of the University which is not
terminated for a period of 60 days; 4) University defaulting in
the due performance or observance of any term, covenant or
agreement contained in any Debt Instrument relating to Debt which
equals or exceeds $10 million where the effect of such default is
to accelerate the maturity of such related debt; 5) failure to pay
or satisfy a final, non-appealable judgment in excess of
$5 million within 30 days; or 6) a provision of the Agreement
relating to payment of principal or interest ceasing to be valid
and binding.

In addition to these immediate termination events, other less
severe events of default could enable the Banks to terminate the
facilities as soon as 45 days later.  Thus, Moody's regularly
monitors the University's levels of available funds which could be
shifted from longer-term investment strategies to investments with
same-day liquidity.  Should the bank lines of credit be terminated
with notice or not renewed upon their expiration dates, Moody's
believe coverage is currently sufficient.

                              Outlook

Moody's stable outlook is based on Moody's expectations of
continued positive operating performance of the consolidated
university, including the healthcare operations, coupled with
ongoing improvement in liquidity profile, as well as continued
strong market positions in teaching, research and healthcare and
manageable debt plans.

                What could change the rating - UP

Material growth in financial resources with manageable increases
in debt; sustained favorable operating performance aided by health
care operations.

              What could change the rating - DOWN

Decline in financial resources; deterioration in operating
performance to consistent losses; significant weakening in
leverage ratios from additional borrowing; material reduction in
liquidity through collateral posting requirements without
offsetting increases in liquid assets.

Key Indicators (Fall 2008 enrollment data and FY 2008 financial
data, the figure in parentheses, when present, represents an
estimated 30% decline from FYE2008 resource levels):

  * Enrollment: 11,577 full-time equivalent students

  * Freshmen Selectivity: 25.3%

  * Freshmen Yield: 36.6%

  * Total Financial Resources: $ 4.3 billion ($3.0 billion)

  * Total Pro-Forma Debt: $1.5 billion

  * Expendable Financial Resources to Pro-Forma Debt: 2.4 times
    (1.7 times)

  * Expendable Financial Resources to Operations: 1.2 times (0.86
    times)

  * Average Operating Margin (3 years): 2.9%

  * Patient Care as Portion of Operating Revenues: 64%

                            Rated Debt

  * Series 1998B, 1998C, 2001A, 2001B, 2008A, 2008B, 2009A, 2009B
    and Taxable Notes Series 2009A: Aa2

  * Series 2005 B1 (to be refunded): Aa2/VMIG1 (self-liquidity
    flex-rate mode); insured by MBIA whose current financial
    strength rating is Baa1 under review for possible upgrade

  * Series 2005 B2 (to be refunded) and B3: Aa2; insured by MBIA
    whose current financial strength rating is Baa1 under review
    for possible upgrade

  * Series 2000A, 2000B, 2002A, 2003A, 2005A: Aa2/VMIG1 (self -
    liquidity)

  * Tax-Exempt Standard and Extendible Municipal Commercial Paper
    Notes, Series A and B: P1 (self-liquidity)

  * Taxable Commercial Paper Notes, Series C: P1 (self-liquidity)


VERSO TECH: Files Disclosure Statement In Support of Joint Plan
---------------------------------------------------------------
Verso Technologies, Inc., et al., and the Official Committee of
Unsecured Creditors filed with the U.S. Bankruptcy Court for the
Northern District of Georgia on February 20, 2009, an explanatory
Disclosure Statement in support of their Joint Plan of
Liquidation.

The Plan Proponents disclose that under the Plan, all holders of
Allowed Claims will receive at least their pro rata share of the
liquidation value of the Debtors' assets.  Therefore, the Plan
Proponents believe the Plan is in the best interests of all
holders of Claims.

The Plan calls for the substantive consolidation of all five of
the Debtors' assets and liabilities into a single estate.  The
Plan further provides that, on the Plan's Effective Date, all
existing assets of the estate will be transferred to a Liquidating
Trust.  It will be the Liquidating Trustee's task to complete
liquidation of the assets, including pursuing Causes of Action,
with approval by and consultation with a Beneficiaries Committee
as provided under the Plan.  The Liquidating Trustee will also be
primarily responsible for objections to Claims and for
distributions to the various classes.

The Debtors have sold substantially all of their assets pursuant
to a court-approved sales process.  The Debtors currently hold
certain assets including cash, cash equivalents, deposits, rights
to refunds, tax refunds, bank balances, certain accounts
receivable, all business-related documents, all Causes of Action,
assets held under employee benefit plans, and insurance policies
or right to insurance proceeds.

As of February 15, 2009, after payment of all administrative
expenses billed to date, the Debtors had approximately
$2.61 million in cash.  The estimated value of other remaining
assets (exclusive of Causes of Action and related insurance
policies and proceeds but including a refund of the professional
fees advanced to the Canadian bankruptcy) is estimated to be
approximately $319,000.

              Classification of Claims and Interests

The Plan divides the claims against and interests in the Debtors
parties into seven classes:

  Class 1     Administrative Expense Claims.

  Class 2     Tax Claims

  Class 3     Priority Claims

  Class 4     General Unsecured Claims

  Class 5     Convenience Class Unsecured Claims

  Class 6     Secured Claims

  Class 7     Interests

Classes 1, 2, 3 and 6 are unimpaired under the Plan.  Classes 4
and 5 are impaired under the Plan and are entitled to vote to
accept or reject the Plan.  Holders of Interests under Class 7
will not receive or retain any property under the Plan and are
thus deemed to have rejected the Plan.  Their votes will not be
solicited.

On the Plan's Effective Date, the Liquidating Trustee shall make a
pro-rata distribution to General Unsecured Claims under Class 4
of any liquidation proceeds that remain in the estate after the
payment and satisfaction of Allowed Claims in Classes 1 through 3
and Class 6.  Thereafter, on each Distribution Date, the
Liquidating Trustee shall continue to make pro-rata distributions
to the holders of Class 4 Claims of any available Liquidation
Proceeds that remain in the Liquidating Trust after the payment of
remaining claims, until the Consummation Date or the date on which
all Class 4 claims have been paid in full, whichever occurs first.

A summary of all of the classes, including an estimation of the
liability and potential Distributions is presented in the
following table:

                                      Liability      Distribution
Class   Claim Type                    Estimate       Estimate

  1     Administrative                $72,842        100%

  2     Tax Claims                    $45,000        100%

  3     Priority Claims               $65,000        100%

  4     General Unsecured Claims      $17,000,000    10% - 25%

  5     Convenience Class Unsecured
        Claims                        $550,000       12%

  6     Secured Claims                $0             N/A

  7     Allowed Interests             N/A            N/A

                       "Cramdown" Provisions

Because Class 7 is deemed to have rejected the Plan, the Plan
Proponents will seek confirmation of the Plan pursuant to the
"cramdown" provisions of Sec. 1129(b) of the Bankruptcy Code.
Under Sec. 1129(b), even without the requisite number of
acceptances of each impaired Class, the Court may still confirm
the Plan provided that at least one impaired Class has accepted
the Plan without regard to the acceptances of insiders, and the
Plan does not discriminate unfairly against, and is otherwise fair
and equitable, to such impaired Class.

A full-text copy of the Plan Proponents' Explanatory Disclosure
Statement, dated as February 20, 2009, is available at:

http://bankrupt.com/misc/VersoTech.JointDisclosureStatement.pdf

                    About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed total assets of $34,263,000 and total
debts of $36,657,000.


VISTEON CORP: Makes Payment on Outstanding Bonds
------------------------------------------------
Kimberly S. Johnson at The Associated Press reports that Visteon
Corp. said that it has made a major payment on outstanding bonds
by a Tuesday deadline.

According to Alex Ortolani of Bloomberg, Visteon made the interest
payment of about $16 million on its bonds a day after Fitch
Ratings said the company faces "imminent or inevitable" default.
Visteon, the Bloomberg report relates, pays 7 percent annual
interest on $450 million in bonds, in two payments each year, on
March 10 and Sept. 10, according to its regulatory report for
2007.

The AP relates that some analysts had expected Visteon to miss the
payment and instead file for Chapter 11 bankruptcy protection.

The Troubled Company Reporter, citing The Wall Street Journal,
said in January that Visteon hired Kirkland & Ellis LLP as legal
counsel and Rothschild Inc. as financial adviser to prepare for a
possible bankruptcy filing.  According to the Journal's John D.
Stoll and Jeffrey McCracken, people familiar with the matter said
that Visteon and its advisers are studying whether it should file
for bankruptcy pre-emptively to conserve its cash.

Visteon spokesperson Jim Fisher, according to The AP, said that
the Company made an interest payment of $16 million on bonds set
to mature in 2014.  The report quoted Mr. Fisher as saying, "Our
bond interest payment was paid in full today [March 11], and we
continue to manage through the current challenging operating
environment."

The AP states that the New York Stock Exchange delisted Visteon
shares last week due to low trading levels.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported by the Troubled Company Reporter on February 27, 2009,
Visteon, for fourth quarter 2008, posted a net loss of
$328 million on sales from continuing operations of $1.7 billion.
For fourth quarter 2007, Visteon reported a net loss of
$43 million on sales of $2.9 billion.  For the full year 2008,
Visteon reported a net loss of $663 million on sales of
$9.5 billion compared with a net loss of $372 million on sales of
$11.3 billion for full year 2007.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

As reported by the Troubled Company Reporter on March 11, 2009,
Fitch Ratings downgraded the Issuer Default Rating of Visteon
Corporation to 'C' from 'CC', indicating that a default was
imminent or inevitable.  The ratings were removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

The TCR reported on Nov. 27, 2008, that Moody's Investors Service
lowered Visteon Corporation's corporate family and probability of
default ratings to Caa2, and Caa1, respectively.  In a related
action, Moody's also lowered the ratings of Visteon's senior
secured term loan to B3 from Ba3, unguaranteed senior unsecured
notes to Caa3 from Caa2, and guaranteed senior unsecured notes to
Caa2 from Caa1.  Visteon's Speculative Grade Liquidity remains
SGL-3.  The outlook is negative.


W.R. GRACE: Court Okays Voting Procedures; Ballots Due May 20
-------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware has given W.R. Grace & Co. and its debtor-
affiliates the green light to solicit votes on its bankruptcy exit
plan.

As reported in yesterday's Troubled Company Reporter, Judge
Fitzgerald approved the Disclosure Statement explaining the First
Amended Chapter 11 Joint Plan of Reorganization filed by W.R.
Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, as containing adequate information within the
meaning of Section 1125 of the Bankruptcy Code.

Judge Fitzgerald found that the Disclosure Statement complies
with Rule 3013 of the Federal Rules of Bankruptcy Procedure, and
describes in specific and conspicuous language all acts to be
enjoined by, and identifies the entities subject to, all Plan
injunctions against conduct not otherwise enjoined under the
Bankruptcy Code.

Judge Fitzgerald also ruled that the Debtors' voting procedures
provide for a fair and equitable voting process and are
consistent with Section 1126 of the Bankruptcy Code and the
Bankruptcy Rules.

All Ballots must be received by the Debtors' noticing agent, BMC
Group, Inc., no later than 4:00 p.m. (Eastern Time) of May 20,
2009, by either:

  (a) U.S. Mail:
      BMC Group, Inc.
      Attn: W.R. Grace Voting Agent
      P.O. Box 2007
      Chanhassen, MN 55317-2007

  (b) Courier:
      BMC Group, Inc.
      Attn: W.R. Grace Voting Agent
      17850 Lake Drive East
      Chanhassen, MN 55317

Judge Fitzgerald established March 11, 2009, as the record date
for determining creditors and interest holders entitled to vote
on the Plan.

The Debtors' Plan is premised on the settlement of the Debtors'
asbestos-related personal injury liabilities and obtaining a
$1.0 billion exit financing.  Under the Plan, the Debtors will pay
about $3.9 billion to asbestos PI creditors.

"It's an important step and we're looking forward to working on
the next phase," Bill Corcoran, Grace's vice president of
public and regulatory affairs, told Steven Church of Bloomberg
News.

W.R. Grace has indicated that current capital-market conditions
may preclude obtaining the $1 billion loan it will need for
emerging from Chapter 11 reorganization.

The Court will convene the Phase I hearing to consider
confirmation of the Plan at 9:00 a.m. (Eastern Time) each day
from June 22 to June 25, 2009.  The Court will resume for Phase
II of the confirmation hearings from September 8 to 11, 2009, at
11:00 a.m. every day on those dates.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

All objections to the Plan must (a) state with particularity the
legal and factual grounds for that objection, (b) provide, where
applicable, the specific text that the objecting party believes
to be appropriate to insert into the Plan, and (c) describe the
nature and amount of the objector's claim or equity interest.

Objections not timely filed and served in accordance with the
provisions of the Confirmation Procedures Order will not be heard
and will be overruled.

The Debtors must serve notice of the hearing on the Plan
Confirmation on or before April 25.

A full-text copy of the Disclosure Statement Order is available
for free at: http://bankrupt.com/misc/grace_DS_order.pdf

            Solicitation Period and Procedures

The Debtors must mail to parties entitled to vote to accept or
reject the Plan, no later than March 30, 2009, the Solicitation
Package containing:

   * the confirmation hearing notice;
   * the confirmation procedures order, without referenced
     exhibits;
   * the Disclosure Statement;
   * the Exhibit Book, with the Plan attached;
   * the Voting Procedures;
   * one or more applicable Ballots or Master Ballots; and
   * pre-addressed return envelopes

Copies of the Plan, Disclosure Statement, Confirmation Hearing
Notice, Exhibit Book and the Confirmation Procedures Order can be
accessed for free at the Debtors' Web site at
http://www.grace.com/or at the Voting Agent's Web site at
http://www.bmcgroup.com/wrgrace/

Claimants who have more than one claim will receive one
solicitation package only, to avoid duplication and to reduce
expenses.  Those claimants, however, will receive one Ballot for
each different claim.

Any holder of a claim who seeks to challenge the amount of its
claim for voting purposes may file a motion, pursuant to Rule
3018(a) of the Federal Rules of Bankruptcy Procedure, temporarily
allowing the claim in a different amount for voting purposes.

A holder of a claim who intends to object to the Plan
confirmation on account of its claim not being properly
classified may ask the Voting Agent a ballot for provisional
voting under a different class and may vote to accept or reject
the Plan under certain prescribed procedures.

The Debtors may correct or otherwise make non-substantive changes
to the Plan, Exhibit Book, Disclosure Statement, Voting
Procedures, Ballots and Master Ballots and other related Court-
approved notices without further Court order prior to mailing to
parties-in-interest.

                   Revised Financial Projections

Prior to entry of the Disclosure Statement Order, W.R. Grace
submitted a second corrected copy of their pro-forma and
prospective financial information in line with the First Amended
Joint Plan filed on February 27, 2009.

In the corrected pro-forma financial data, the Debtors revised
the estimated equity value of their shares of common stock as of
the presumed December 31, 2009, effective date from the $5.99 to
$11.40 per share range to that of $5.96 to $11.38 per share
range.

A full-text copy of the second corrected pro-forma financial data
is available for free at:

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

                Parties File Notices of Discovery

Discovery relating to the confirmation of the Debtors' Plan is
still ongoing.  These parties-in-interest filed notices with the
Court disclosing that they have conducted discovery in connection
with the Plan.

(a) The Debtors served notices of:

  * responses and objections to Arrowood Indemnity Company's
    document requests;

  * responses to the first set of admission requests, first set
    of interrogatories and documents requests of CNA Companies,
    certain insurers, Government Employees Insurance Company and
    Columbia Insurance Company; OneBeacon America Insurance
    Company and Seaton Insurance Company;

  * joinder of Zurich Insurance Company and Zurich International
    (Bermuda) Ltd. in CNA Companies' first set of
    interrogatories and first set of document request.

(b) David Austern served notice of discovery responses of
   Asbestos PI Future Claimants' Representative.

(c) The Official Committee of Asbestos Personal Injury Claimants
   served notices of:

   * responses to Zurich's joinder in the discovery requests
     propounded on the CNA Companies;

   * objections and responses to discovery requests propounded
     by certain insurers, OneBeacon American Insurance Company
     and Seaton Insurance Company, Government Employees
     Insurance Company and Columbia Insurance Company and CNA
     Companies;

(d) The Debtors, Official Committee of Asbestos Personal Injury
   Claimants, Asbestos PI FCR, the Official Committee of Equity
   Security Holders filed joint response of first set of
   admission request, interrogatories and document requests of
   Federal Insurance Company;

(e) Arrowood Indemnity Company notified parties-in-interest of
   its objections and responses to the interrogatories of the
   Debtors, Asbestos PI FCR and the Asbestos Committee; and

(f) Travelers Casualty and Surety Company's served notice of
   responses and objections to the Debtors' Phase I request for
   production of documents to certain objecting parties.

                          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)


WILLIAM DOUGHTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: William E. Doughty, Sr.
        4108 Lincoln Circle
        P.O. Box 3726
        Tupelo, MS 38803

Bankruptcy Case No.: 09-11148

Chapter 11 Petition Date: March 6, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Email: cmgeno@harrisgeno.com

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

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

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

The petition was signed by William E, Doughty, Sr.


WL HOMES: DIP Financing Hearing Moved to March 23
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
postponed to March 23 the hearing to consider final approval of WL
Homes LLC's request to access $30.9 million in debtor-in-
possession financing.

According to Bloomberg's Bill Rochelle, the Court gave WL Homes an
extension of interim authority to borrow $5.3 million from Emaar
Properties PJSC, the Dubai-based company that acquired WL in 2006
for $1.05 billion cash.

Mr. Rochelle said the court extended the final DIP hearing to
afford more time for discussions between WL Homes and creditors
who have objection to the DIP loans.  The official committee of
unsecured creditors of the company, Bloomberg relates, contends
that the financing is a "blatant scheme" to "extract releases"
from creditors, "eviscerate rights of creditors to meaningfully
participate in the bankruptcy process," and "destroy the
committee's ability to serve as the only independent fiduciary."

The Creditors Committee, the report adds, argues that the Court
should examine the DIP financing with the "heightened scrutiny of
an insider transaction." The committee believes the proposed
lending is part of a scheme to declare the loan in "default and
seize the debtor's assets."

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of More than $1 billion, and debts between
$500 million to $1 billion.


* Moody's Has 283 Cos. W/ High Default Risk in Bottom Rung Report
-----------------------------------------------------------------
Moody's Investors Service has launched the "Bottom Rung," a list
of the lowest-rated U.S. non-financial speculative-grade
companies, as a tool to help investors discern which companies are
under the most stress at a time of tight credit markets and global
economic weakness.

The inaugural Bottom Rung list includes the 283 companies that
carry either a Probability of Default Rating of Caa1 or lower, a
B3 with a negative rating outlook or a B3 with a rating under
review for downgrade.  These companies have not defaulted, but
their current ratings indicate elevated risk of default relative
to other rated corporate issuers.

"The number of companies in this low-rated tier has increased
substantially, which coincides with Moody's forecasts of a sharply
higher speculative-grade default rate this year," said David
Keisman, senior vice president at Moody's Investors Service.
"There are now nearly twice as many companies on the Bottom Rung
list as there would have been a year ago."

An increasing percentage of U.S. speculative-grade companies are
appearing on the Bottom Rung.  More than 23% of that universe
currently meets the Bottom Rung rating criteria.  In contrast, 12%
met the criteria in the first quarter of 2008 and just over 9% did
so in the first quarter of 2007.

"Even as the overall number of speculative-grade companies
increases, the percentage in the Bottom Rung continues to rise
sharply as well," Mr. Keisman said.  "The expansion of this low-
rated tier reflects wide-ranging stress in corporate credit
markets and the pronounced effects of the global economic
slowdown."

Moody's currently forecasts that the trailing 12-month default
rate for all U.S. speculative-grade issuers will reach 14.5% in
November 2009, compared with an actual default rate of 4.4% at the
end of 2008.  For the already low rated Bottom Rung population as
a whole, the estimated default rate over the next 12 months is
just over 45%.

The probability of default varies significantly from issuer to
issuer, with the companies in the lowest rating categories
(C,Ca,Caa3) at a substantially higher risk of default than the
companies on the list with relatively higher ratings.  Moody's
defines default as a bankruptcy, a missed payment of principal or
interest, or a distressed exchange.

The Bottom Rung is one of many tools and research products that
Moody's provides to help investors identify companies most at risk
as the default cycle begins to accelerate.  These include
Probability of Default Ratings, Loss Given Default assessments,
Speculative Grade Liquidity ratings, and, later this year, SGL
component scores.  These data points, which are increasingly used
in leveraged finance practice, aim to improve ratings
transparency; the Bottom Rung publication will now aggregate them
for each company on the list.

The Bottom Rung list does not reflect any change in Moody's
analytical approach, but aggregates for investors companies with
already-low ratings to help highlight the scope of stress in
speculative-grade credit.


* Fed Reserve Chair Defends Bail-Out for Financial Institutions
---------------------------------------------------------------
Arizona Senator John McCain said in an interview with CNBC that
the U.S. government should allow some automakers and large banks
to declare bankruptcy.  He said that the government's efforts to
bail out troubled companies using taxpayers' money have only
worsened the economy.

Federal Reserve Chairman Ben S. Bernanke, however, in his speech
delivered at the Council on Foreign Relations on March 10,
defended the U.S. government's decision to provide loans to
struggling financial institutions.

Mr. Bernanke said, "In the midst of this crisis, given the highly
fragile state of financial markets and the global economy,
government assistance to avoid the failures of major financial
institutions has been necessary to avoid a further serious
destabilization of the financial system, and our commitment to
avoiding such a failure remains firm.  Looking to the future,
however, it is imperative that policymakers address this issue by
better supervising systemically critical firms to prevent
excessive risk-taking and by strengthening the resilience of the
financial system to minimize the consequences when a large firm
must be unwound."

Mr. Bernanke stated that the world is suffering through the worst
financial crisis since the 1930s, a crisis that has precipitated a
sharp downturn in the global economy.

"In the near term, governments around the world must continue to
take forceful and, when appropriate, coordinated actions to
restore financial market functioning and the flow of credit," he
stated.  "Until we stabilize the financial system, a sustainable
economic recovery will remain out of reach."


* Stinging Economy Surges Demand for Law Firms in Calgary
---------------------------------------------------------
Nathan Vanderklippe of The Globe and Mail reports, as some Calgary
companies find themselves struggling to stay ahead of creditors,
law firms can hardly keep up with all the work.

According to The Globe and Mail, a booming economy previously
triggered a serious drought for insolvency and restructuring
lawyers in Canada, but especially in Calgary, where more than a
decade of roaring oil and gas prices caused many people to forget
the sting of economic pain.  Now, between choked credit markets
and nose-diving petroleum prices, flailing energy and real estate
companies are creating a rush of work for those whose job it is to
help companies and creditors navigate troubled water, said The
Globe and Mail.

According to the report, more than a year after manufacturing
troubles in Central Canada brought a surge in demand for eastern
law firms, Calgary's firms are now scrambling to hire and re-train
qualified talent.  The report cites Borden Ladner Gervais LLP has
tripled its insolvency ranks, among many firms.

According to the report, There is no simple way to track the
volume of Companies' Creditors Arrangement Act filings made by
distressed companies seeking bankruptcy protection from their
creditors, but Robert Anderson of Osler Hoskin & Harcourt LLP
estimates that the numbers "have far more than doubled."


* U.S. Auto Suppliers Facing Reduced Payments This Month
--------------------------------------------------------
Alex Ortolani of Bloomberg reports that thousands of U.S. auto
suppliers, including Visteon Corp. and TRW Automotive Holdings
Corp., are receiving reduced payments from automakers this month
as President Barack Obama's car task force considers further aid
for the industry.

According to Bloomberg, auto-parts makers may have trouble meeting
bills or buying new materials due to a dearth of payments this
month after the lack of business in December and January.  Mike
Wall, a CSM Worldwide Inc. analyst, stated the cash pinch means
layoffs and restructuring for many of the more than 4,000 U.S.
partsmakers, and bankruptcy and liquidation for others.

Treasury Secretary Timothy Geithner, co-leader of Barack Obama's
auto task force, is expected to make a decision by month's end on
the request by Chrysler LLC and General Motors Corp for additional
$21.6 billion in loans.  The automakers have sought concessions
from suppliers and unions in order to cut costs.


* FDIC May Get $500 Billion to Guarantee Bank Deposits
------------------------------------------------------
Damian Paletta at The Wall Street Journal reports that Senate
Banking Committee Chairperson Christopher Dodd introduced a bill
that would temporarily let Federal Deposit Insurance Corp. borrow
$500 billion from the Federal Reserve and Treasury Department to
replenish the fund it uses to guarantee bank deposits.

According to WSJ, The funds would be distinct from the
$700 billion financial-sector bailout that lawmakers aren't
willing to expand.  WSJ relates that the FDIC can presently borrow
$30 billion from Treasury, but the bill would permanently increase
that amount to $100 billion, which the FDIC could use without
approval from the Federal Reserve and Treasury.

WSJ quoted former FDIC Chairperson Bill Seidman as saying, "The
amount of deposits is growing fast and the FDIC's risk is growing.
They've got to have the money, and have it right away, if the
depositors need to be protected."  WSJ notes that bank failures
depleted the FDIC's deposit-insurance fund to $19 billion at the
end of the fourth quarter to backstop $4.5 trillion of insured
deposits at more than 8,000 banks.

Citing Capitol Hill aides, WSJ says that the size of the request
suggests the government is looking for flexibility to either
stabilize or wind down a large bank.  The government, according to
the report, has suggested it wouldn't let any of the nineteen U.S.
banks with more than $100 billion of assets to collapse.

WSJ states that Democrats might try attaching the measure to a
separate bill that would let bankruptcy judges alter the terms of
mortgages that are in foreclosure.


* U.S. Gov't Mulls Financial Assistance for Small Businesses
------------------------------------------------------------
The U.S. government is considering providing new assistance to
small businesses, Greg Hitt, Damian Paletta, and Jonathan Weisman
at The Wall Street Journal report, citing Treasury Secretary
Timothy Geithner.

According to WSJ, people familiar with the matter said that Mr.
Geithner told House Democrats that the government is working on
plans to boost liquidity for small businesses as part of the
administration's broadening efforts to increase lending and stop
job losses.

WSJ relates that White House officials pointed to $730 million
from the stimulus plan that went to the Small Business
Administration to reduce small-business fees and guarantee a
greater share of some SBA loans.  According to the report, the
government would authorize the SBA to support $28 billion in
lending guarantees.  The government will launch a plan next week
to provide financing, liquidity, and guarantees to open up small-
business lending, the report says, citing Mr. Geithner.

WSJ states that the program would be added to the Term Asset-
Backed Securities Loan Facility, which government officials hope
will generate up to $1 trillion of lending for businesses and
households.

Citing Mr. Geithner, WSJ states that a "small-business and
community-bank lending initiative" would finance the purchase of
highly rated Small Business Administration loans, increase the
government guarantee for SBA loans, and reduce the fees on certain
SBA loans, among other things.


* SEC Beefs Up Account Inspections due to Recent Frauds
-------------------------------------------------------
Lisa Brennan of Bloomberg reports that the U.S. Securities and
Exchange Commission is asking investors to verify holdings as the
agency increases scrutiny of money managers in the wake of Bernard
Madoff's alleged $50 billion fraud.

The SEC is sending letters to investment-advisory customers to
learn whether their account statements match what money managers
have disclosed to the agency, Bloomberg reported, citing Lori
Richards, who heads the SEC's inspections office.

Disparities may mean advisers are keeping two sets of books, as
regulators say Mr. Madoff did.

"We are beefing up our exam procedures in light of the
recent frauds," Ms. Richards said in a March 6 interview.
"Investors should not draw any negative conclusions" about
their money managers "if they get one of these letters."

As it expands examinations in response to Mr. Madoff and R. Allen
Stanford, the Houston-based financier accused last month of
falsifying statements and misappropriating clients' funds, the SEC
faces questions over whether it's unnecessarily scaring
investors.


* Nadler to Propose Lifting of BAPCPA's 210-Day Limit for Leases
----------------------------------------------------------------
According to Bloomberg, U.S. Representative Jerrold Nadler will
propose changes to the bankruptcy code that would lift the
210-day limit for retailers to decide which stores to keep
operating.  Those in favor of an extension or the lifting of the
seven-month limit said the current law forces more companies to
consider liquidation as creditors push for quicker resolutions, as
in the case of Circuit City Stores Inc.

Bloomberg News reports that Harvey Miller of Weil, Gotshal &
Manges LP said he will testify at the Congressional hearings on
proposed changes to the Bankruptcy Code.

In April 2005, Congress revised the Bankruptcy Code to counter
abuses in the bankruptcy system.  The Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 shortened debtors' time to
decide on whether to assume or reject leases to a mere seven
months, disallowed periodic extensions of the debtors' exclusive
periods to file a plan of reorganization, and limited bonuses to
managers through the key employee retention programs.

"BAPCPA's numerous creditor-friendly amendments and modifications
have profoundly impacted the Chapter 11 process, to the point that
it is nearly impossible for retailers to reorganize, regardless of
the prevailing national and international economic conditions,"
said Lawrence C. Gottlieb, Michael Klein, Ronald R. Sussman, in an
article titled BAPCPA's Effects on Retail Chapter 11s Are
Profound.

BACPCA amended Section 365(d)(4) to require debtors to assume or
reject their real property leases within 120 says of filing,
subject to an additional 90-day court-approved extension.
Extensions beyond this initial 210-day period cannot be granted
without the consent of the landlord, regardless of the size of the
retailer.

According to Bankruptcy Creditors Service, Inc., many retailers
filed for bankruptcy with a prospect for reorganizing, but ended
up closing their stores and liquidating inventory.  Retailers
covered by BCSI that were unable to keep their business or sell
their business as a going concern include Circuit City Stores,
Inc., Linens 'n Things, Inc., Mervyn's LLC, Sharper Image and
Levitz.

The counter-parties to these leases -- shopping centers, malls and
landlords -- plan to fight any changes to the 210-day rule, Lauren
Coleman-Lochner Bloomberg reported on March 11.  According her
report, the International Council of Shopping Centers is in favor
of keeping the rule, saying it gives landlords flexibility in
filling the vacancies.

The time limit, added to the bankruptcy code in 2005, is "a
firewall to keep one retail bankruptcy from harming shopping
center owners and other retailers," said Betsy Laird, a
Washington-based senior vice president of the ICSC's global
policy office. "The provisions in 2005 were the result of seven
or eight years of negotiations."

Harvey Miller, however, offered a different view.  The current law
is "self-defeating" for landlords "because they're going to have a
lot of shopping centers that are not going to have a tenant," Mr.
Miller said, according to the report.


* David Hawthorne Joins Focus Management
----------------------------------------
Focus Management Group President J. Tim Pruban said that David
Hawthorne has joined the business restructuring firm to broaden
its growing hospitality industry practice.  Capitalizing on his
extensive background in hospitality and hotel turnarounds, Mr.
Hawthorne will reinforce and expand upon the Company's nationwide
support of its hospitality clientele.

"David is an expert in improving the operations of hospitality
clients, and we are excited to have someone of his caliber join
the Focus team," said Mr. Pruban.  "David has an unprecedented
knowledge of the hospitality industry, and his expertise in
guiding large hotel corporations through restructuring challenges
will be a valuable resource to our clients and their
stakeholders."

Mr. Hawthorne is a veteran of the hospitality industry and brings
to Focus Management Group over 20 years of experience in improving
P&L, achieving business turnarounds for distressed companies,
spearheading rapid emergence from bankruptcy and managing
successful real estate development projects.

Prior to joining Focus, David served as the President and CEO for
a leading U.S. hotel conglomerate with over 100 facilities.  Mr.
Hawthorne deployed strategies to overhaul financial and
operational processes, led the company through all phases of a
planned bankruptcy and decreased hotel costs while enhancing
efficiency and customer satisfaction through the establishment of
effective incentives.  In other prior experience, Mr. Hawthorne
developed and implemented a program to improve service and
profitability of a major Las Vegas casino and hotel, which
achieved higher operating profits and customer satisfaction for
the business.

Mr. Hawthorne is based out of Focus Management Group's Tampa
office and can be reached at (800) 528-8985 or via e-mail at
d.hawthorne@focusmg.com.

                    About Focus Management Group

Focus Management Group provides nationwide services in turnaround
management, insolvency proceedings, business restructuring and
operational improvement with a senior-level team of ninety
professionals.  Headquartered in Tampa, Florida, with offices in
Atlanta, Chicago, Cleveland, Greenwich, Los Angeles and Nashville,
the firm provides a full portfolio of services to distressed
companies and their stakeholders, including secured lenders and
equity sponsors.


* Law Firm Group Pushes for Worldwide Financial Court
-----------------------------------------------------
Erik Larson of Bloomberg reports that a group of 45 law firms
representing about 10,000 victims of Bernard L. Madoff's alleged
fraud is seeking the creation of an international court of
financial services to supplement legal proceedings in each
country.

The Global Law Firm Alliance said the proposed court would give
financial-fraud victims around the world another venue for
restitution when local courts run out of options for recovering
cash.  The Alliance wants the proposal included in the agenda at
the April 2 meeting in London of the 20 biggest economies.

"We want a global answer to this global problem," Alliance
Chairman Javier Cremades said at a press conference in New York,
according to Bloomberg.  "An additional forum would increase legal
certainty and help to restore confidence" in the financial system,
he said.

Members of the Global Law Firm alliance met for the first time in
Madrid on February 17 for a conference.  Their original aim was to
establish an international alliance of law firms in reaction to
the global fraud committed by Bernard Madoff.  Members agreed to
form an international network and coordinate the legal teams in
support of the victims who have been affected by the worldwide
fraud.

Speechly Bircham, which joined the coalition, said that various
firms of the Alliance are representing banks, hedge funds, public
authorities and individuals.  The Alliance, according to Speechly,
will provide a platform for the coordination of legal actions in
different jurisdictions and a forum for the exchange of
experiences, information and know-how.

Javier Cremades, founder and executive director of Spanish firm
Cremades & Calvo-Sotelo, has been appointed as President of the
Alliance.  Mr. Cremades said in a February statement, "This
represents a milestone.  A group of lawyers from a variety of law
firms and different continents, coming together to evaluate the
scope of damage caused and to articulate the right to defence of
the defrauded.  Possibly this is the first time in history that a
real global answer is sought to a global problem.  This is even
more important in a case like the Madoff-case as it escapes the
traditional reach of national jurisdictions."


* Moelis Taps Mark Hootnick to Boost Restructuring Group
--------------------------------------------------------
Moelis & Company announced March 9 that Mark Hootnick has joined
the firm as a Managing Director in its Recapitalization &
Restructuring Group.  Mr. Hootnick, who will be based in New York,
brings over 14 years of restructuring experience and expertise to
the firm.

Mr. Hootnick has had a long career of providing restructuring
advice to companies, creditors, shareholders and other interested
parties on restructuring transactions both in Chapter 11 and in
non-bankruptcy driven resolutions.  After beginning his career as
an attorney at Kramer, Levin, Naftalis & Frankel, he became a
founding member of Miller Buckfire.  Mr. Hootnick also served as a
Managing Director at Greenhill & Co. and Imperial Capital and most
recently as a Managing Director at Broadpoint Securities.

Ken Moelis, Chief Executive Officer of Moelis & Company, said,
"Expanding our restructuring capabilities is a top priority of our
firm as we continue to explore new and innovative ways to help our
clients solve the problems they are facing in these challenging
times."

Bill Derrough, Co-Head of the Recapitalization & Restructuring
Group, added, "Mark is a great addition to our growing
Recapitalization & Restructuring Group, which now has over 50
professionals working closely with clients on critical strategic
transactions.  We have known and respected Mark for many years and
are very excited to have him on our team."

                      About Moelis & Company

Moelis & Company is an investment bank that provides financial
advisory services and capital raising solutions to clients in
connection with mergers and acquisitions, restructurings and other
strategic matters.  The firm also manages investment funds that
integrate capital with its advisory expertise.  Moelis & Company
serves a broad client base through its offices in New York,
Boston, Chicago, London and Los Angeles.  For more information,
please visit www.moelis.com.


* Richard Fries, Todd Marcus & Scott Stern Join Bingham McCutchen
-----------------------------------------------------------------
Bingham McCutchen LLP has added three real estate finance and
litigation partners known as authorities in distressed loan
restructuring, real estate finance and litigation to its New York
office, continuing the firm's strategic growth in key financial
centers.

Richard Fries, Todd Marcus, and Scott Stern join Bingham from the
New York office of DLA Piper.  They focus their practices on
representing national and global financial institutions in real
estate finance, workouts and restructurings and related
litigation.  Messrs. Fries and Stern join as partners in Bingham's
Real Estate Practice Group, with Mr. Fries leading the firm's
commercial real estate restructuring effort within the group.  Mr.
Marcus joins as a partner in Bingham's Financial Institutions
Litigation Group.

"Richard, Todd and Scott bring a wealth of sophisticated, cutting-
edge workouts, transactional and litigation experience that will
benefit our clients in the current market," said Robert Dombroff,
New York office managing partner.  "They have developed a
significant and well-respected real estate finance practice in New
York and nationally."

In addition to further reinforcing Bingham's real estate strength
in one of the world's key financial centers, the new partners
complement the firm's recognized financial restructuring team,
noted New York partner Jeffrey Sabin, co-leader of Bingham's
global Financial Restructuring Group.

"The worldwide economic crisis has led to major financial
institutions with real estate matters facing complex legal
issues," said Mr. Sabin.  "The arrival of Richard and his team
couldn't be more timely and further positions Bingham as a market
leader in the financial restructuring arena."

Messrs. Fries, Marcus, and Stern represent lenders, owners and
developers in distressed loan workouts and restructurings;
mortgage foreclosure and defaulted loan litigation, real estate
litigation, distressed portfolio and asset sales; property
disposition; creditors' rights and insolvency; commercial real
estate loan origination, asset-based and structured finance; loan
participations and syndications; and private equity joint
ventures.

Mr. Fries is well-known throughout the New York real estate and
finance communities.  He was the primary draftsperson of New
York's non-judicial foreclosure statute.  He lectures regularly on
distressed loan workouts, mortgage foreclosure and remedies, and
is acknowledged by lawyers and clients alike as a leading
authority in this area.

The attraction to Bingham for Mr. Fries was the firm's "world-
class financial institutions and elite restructuring practices"
and the opportunity to lead a team dedicated to resolving real
estate issues for clients affected by the current economic market.

"Bingham's first-tier insolvency practice is a perfect fit for
us," said Mr. Fries, adding that the firm's commitment to New
York, and its strategic leadership and growth were also factors.

In addition to a market-leading financial restructuring practice,
Bingham has a lengthy history of representing clients throughout
the United States in major real estate transactions, advising many
of the country's largest and most sophisticated financial
institutions, developers, corporations, government entities, REITs
and other property owners in a full range of real estate
transactions.

Bingham has invested significantly in its New York office during
the past year, adding several key lawyers.  Mr. Sabin joined in
September 2008 from Schulte Roth & Zabel to co-chair Bingham's
global Financial Restructuring Group. Kenneth Kopelman and Gerald
Russello, both formerly with Bear Stearns, also joined Bingham's
Securities Area in September.  Earlier in 2008, Steven Howard and
Thomas Majewski, formerly of Thacher Proffitt & Wood, joined the
Securities Area and Investment Management Practice Group.

With approximately 1,000 lawyers in 12 offices spanning the United
States and abroad, Bingham focuses on serving clients in cross-
border restructurings and insolvencies; complex securities and
financial regulatory matters; high-stakes litigation;
environmental issues; government affairs; and sophisticated
corporate, financing and technology transactions.


* White & Case to Fire 400 Staff, Staff; 3 Other Firms Make Cuts
----------------------------------------------------------------
White & Case LLP announced plans to fire about 200 junior
attorneys and 200 staffers in response to the decreasing market
for legal services, Bloomberg News said.

White & Case also will defer the start date of about 60% of this
year's incoming class of first-year attorneys in the U.S. until
2010, the firm said in a statement, according to Bloomberg.  An
undetermined number of partners will be laid off in the future,
according to the statement.

A Legal Week report stated that White & Case Chairman Hugh Verrier
has confirmed the firm is to make 400 staff redundant in a grim
day for the U.S. legal market that saw four major firms announce
more than 800 job losses.

Legal Week said the cuts, which constitute around 10% of White &
Case's non-partner fee earner base, are the second round of
layoffs the law firm has made after announcing in November that it
was to cut 70 associates and 90 support staff firmwide.

White & Case LLP is a global law firm with more than 2,400 lawyers
in 34 offices in 23 countries.  Among the first U.S.-based law
firms to establish a truly global presence, it provides counsel
and representation in virtually every area of law that affects
cross-border business.

Aside from White & Case, Morgan Lewis & Bockius has cut 55 lawyers
and 161 staff, King & Spalding is cutting 37 associates and 85
support staff, while K&L Gates eliminated 36 associates and 76
staff in its U.S. offices, Legal Week said.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Susan Ai Kaer
   Bankr. D. Alaska Case No. 09-00121
      Chapter 11 Petition filed March 3, 2009
         Filed as Pro Se

In Re Lemons, John Donnell
   Bankr. C.D. Calif. Case No. 09-14870
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/cacb09-14870.pdf

In Re James and Carlton Family Pizza, Inc.
      dba Tulare Pizza Factory
      dba Woodlake Pizza Factory
      dba Visalia Pizza Factory
   Bankr. E.D. Calif. Case No. 09-11730
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/caeb09-11730p.pdf
         See http://bankrupt.com/misc/caeb09-11730c.pdf

In Re D.R. Mabry, Inc.
   Bankr. M.D. Fla. Case No. 09-04000
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/flmb09-04000.pdf

In Re Fort Worth Diagnostic Clinic, P.A.
      fka Fort Worth Internal Medicine &
          Cardiovascular Clinic, P.A.
      fka Fort Worth Internal Medicine &
          Diagnostic Clinic, P.A.
   Bankr. M.D. Ga. Case No. 09-70351
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/txnb09-41361.pdf

In Re Hardman, Comus E. III
      Hardman, Jeanette Lynne
   Bankr. N.D. Ga. Case No. 09-65680
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/ganb09-65680.pdf

In Re Pacific Investments - Sushmita, LLC
   Bankr. N.D. Ga. Case No. 09-65702
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/ganb09-65702.pdf

In Re Smyrson, Timothy Ray
      dba Smyrson & Sons, Inc.
      dba Smyrson Enterprises, Inc.
      fdba AquaFuzion of Lubbock, Inc.
      dba Kirby Service Center
      dba Waterlogix of Lubbock
   Bankr. N.D. Tex. Case No. 09-50101
      Chapter 11 Petition filed March 3, 2009
         See http://bankrupt.com/misc/utb09-50101.pdf

In Re C&G Enterprises, Inc.
      dba Cindy's Arizona Cafe
   Bankr. D. Ariz. Case No. 09-03825
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/azb09-03825.pdf

In Re Brown, David Roger
      aka David Brown
      aka David R. Brown
   Bankr. C.D. Calif. Case No. 09-14993
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/cacb09-14993.pdf

In Re New Century Transportation
   Bankr. N.D. Calif. Case No. 09-51486
      Chapter 11 Petition filed March 4, 2009
         Filed as Pro Se

In Re Art Temple Inc.
      aka Marivana Viscuso
   Bankr. S.D. Fla. Case No. 09-13700
      Chapter 11 Petition filed March 4, 2009
         Filed as Pro Se

In Re Ronard Industries, Inc.
   Bankr. N.D. Ind. Case No. 09-30770
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/innb09-30770.pdf

In Re Quality Time Early Learning Center, Inc.
   Bankr. D. Md. Case No. 09-13569
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/mdb09-13569.pdf

In Re Elegance By Design, LLC
   Bankr. E.D. Mich. Case No. 09-46247
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/mieb09-46247.pdf

In Re Khoan Chea Than, Than, Khoan Chea (db)
      Khem Muoy Than
      dba K T Apartments
   Bankr. D. Nev. Case No. 09-12939
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/nvb09-12939.pdf

In Re Cardinal Medical Associates, LLC
   Bankr. D. N.J. Case No. 09-15327
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/njb09-15327.pdf

In Re Lake, Scott A.
   Bankr. E.D. N.Y. Case No. 09-71355
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/nyeb09-71355.pdf

In Re Global Supply Force, Inc.
      dba Alternative Pharma
      dba Global Supply
      dba Recoup
   Bankr. E.D. Pa. Case No. 09-20544
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/paeb09-20544p.pdf
         See http://bankrupt.com/misc/paeb09-20544c.pdf

In Re Elmer, Charles H.
      Elmer, Toni M.
   Bankr. W.D. Pa. Case No. 09-21484
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/pawb09-21484.pdf

In Re Westerly Tire & Automotive, Inc.
   Bankr. N.D. Tex. Case No. 09-41391
      Chapter 11 Petition filed March 4, 2009
         See http://bankrupt.com/misc/txnb09-41391.pdf

In Re Unger, Gregory Lewis
      aka Greg L. Unger
   Bankr. M.D. Ala. Case No. 09-10450
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/almb09-10450.pdf

In Re Sears, Morris C.
      dba ABBA Bonding
   Bankr. S.D. Ala. Case No. 09-11053
      Chapter 11 Petition filed March 5, 2009
         Filed as Pro Se

In Re Ray-Zeke Construction, Inc.
   Bankr. D. Ariz. Case No. 09-04001
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/azb09-04001.pdf

In Re Aluminum Roofing Specialists, Inc.
      dba DIAL ONE Window Replacement Specialist
   Bankr. C.D. Calif. Case No. 09-11910
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/cacb09-11910p.pdf
         See http://bankrupt.com/misc/cacb09-11910c.pdf

In Re The New Shakespeare Arms, Inc.
   Bankr. D. Conn. Case No. 09-50377
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/ctb09-50377p.pdf
         See http://bankrupt.com/misc/ctb09-50377c.pdf

In Re Dual, Joseph Jr.
   Bankr. D. D.C. Case No. 09-00170
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/dcb09-00170.pdf

In Re Precision Pavers, Inc.
   Bankr. M.D. Fla. Case No. 09-04157
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/flmb09-04157.pdf

In Re Lowe, James H.
      aka Lowe, Jim H.
      Lowe, Barbara Ann
      aka Hunnell, Barbara Ann
      aka Lowe, Barbara A.
   Bankr. N.D. Fla. Case No. 09-30338
      Chapter 11 Petition filed March 5, 2009
         Filed as Pro Se

In Re A & R Flooring, Inc.
      dba A and R Flooring
      dba A & R Mohawk Floorz Direct
   Bankr. S.D. Ga. Case No. 09-40496
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/gasb09-40496.pdf

In Re Stewart Hay Company, Inc.
   Bankr. D. Nev. Case No. 09-50581
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/nvb09-50581.pdf

In Re Ancae, Inc. Heating & A/C
   Bankr. D. N.M. Case No. 09-10895
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/nmb09-10895p.pdf
         See http://bankrupt.com/misc/nmb09-10895c.pdf

In Re Lazy P Bar Ranch, LLC
   Bankr. W.D. Okla. Case No. 09-11023
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/okwb09-11023.pdf

In Re Parmenter, Barbara K.
      aka Barbara K. Parmenter-Pierce
      aka Barbara K. Parmenter-McCormick
   Bankr. D. Ore. Case No. 09-60875
      Chapter 11 Petition filed March 5, 2009
         Filed as Pro Se

In Re Valley Farms Construction, LLC
   Bankr. D. S.C. Case No. 09-01685
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/scb09-01685.pdf

In Re Morris Radio Enterprises, L.L.C.
   Bankr. N.D. Tex. Case No. 09-31416
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/txnb09-31416p.pdf
         See http://bankrupt.com/misc/txnb09-31416c.pdf

In Re Agape Overhead Doors, Inc.
      dba Competitive Overhead Doors
      dba Access Garage Doors
      dba Cedar Garage Doors of Texas
   Bankr. S.D. Tex. Case No. 09-31582
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/txsb09-31582.pdf

In Re Karin's Beauty Supplies, Inc.
   Bankr. W.D. Wash. Case No. 09-12018
      Chapter 11 Petition filed March 5, 2009
         See http://bankrupt.com/misc/wawb09-12018.pdf

In Re Modder, Inc.
   Bankr. N.D. Ala. Case No. 09-01403
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/alnb09-01403.pdf

   In Re Bessemer Brown Service Funeral Home, LLC
      Bankr. N.D. Ala. Case No. 09-01406
         Chapter 11 Petition filed March 6, 2009
            See http://bankrupt.com/misc/alnb09-01406.pdf

   In Re Brown Service Funeral Home West, LLC
      Bankr. N.D. Ala. Case No. 09-01407
         Chapter 11 Petition filed March 6, 2009
            See http://bankrupt.com/misc/alnb09-01407.pdf

In Re Judy Ables-Morin
   Bankr. D. Ariz. Case No. 09-04062
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/azb09-04062.pdf

In Re Vermillion, LLC
   Bankr. N.D. Calif. Case No. 09-51564
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/canb09-51564.pdf

In Re W.S.R.M. Enterprises, Inc.
      dba Kansai Bistro
      dba Sushi Rock #3
   Bankr. N.D. Calif. Case No. 09-30532
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/canb09-30532p.pdf
         See http://bankrupt.com/misc/canb09-30532c.pdf

In Re Accelerated Paving, Inc.
   Bankr. D. Idaho Case No. 09-40290
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/idb09-40290.pdf

In Re South Star Group LLC
      dba La Cucina Gourmet
   Bankr. S.D. N.Y. Case No. 09-11039
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/nysb09-11039.pdf

In Re Bingham & Guy Roofing Co., Inc.
   Bankr. E.D. Tenn. Case No. 09-11394
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/tneb09-11394.pdf

In Re Linda Joye Britt
      dba Britt's St B Auto Care & Towing
   Bankr. M.D. Tenn. Case No. 09-02570
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/tnmb09-02570.pdf

In Re Austin Millworks LLC
   Bankr. W.D. Tex. Case No. 09-10552
      Chapter 11 Petition filed March 6, 2009
         See http://bankrupt.com/misc/txwb09-10552.pdf

In Re Pac Solutions, Inc.
   Bankr. M.D. Ala. Case No. 09-30625
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/almb09-30625.pdf

In Re Hasblady Guzman Inc., A California Corp.
      dba Bokaos Aveda Lifestyle Salon
   Bankr. C.D. Calif. Case No. 09-15212
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/cacb09-15212.pdf

In Re Needleman, Eden
      aka Eden Ruiz Ari
   Bankr. C.D. Calif. Case No. 09-15218
      Chapter 11 Petition filed March 9, 2009
         Filed as Pro Se

In Re Brode, James W.
   Bankr. E.D. Calif. Case No. 09-23983
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/caeb09-23983.pdf

In Re Newton, Gary L.
      dba Newton Chiropractic
      dba Silicon Valley Chiropractic
   Bankr. N.D. Calif. Case No. 09-51597
      Chapter 11 Petition filed March 9, 2009
         Filed as Pro Se

In Re Iron Wok
   Bankr. S.D. Calif. Case No. 09-02885
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/casb09-02885.pdf

In Re Animated Design Group, Inc.
      dba VDO
   Bankr. M.D. Fla. Case No. 09-04227
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/flmb09-04227.pdf

In Re Greg Holland, Inc.
   Bankr. N.D. Ga. Case No. 09-66184
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/ganb09-66184.pdf

In Re Person, Eva J.
      Person, George T.
   Bankr. N.D. Ill. Case No. 09-07715
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/ilnb09-07715.pdf

In Re Fulfillment, Print & Mail Solutions, Inc.
   Bankr. D. Mass. Case No. 09-40769
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/mab09-40769.pdf

In Re Thomas Mid Mosser
      aka Thomas M. Mosser
      fdba Emerald City Investments, Inc.
      fdba Imperial Inn
      fdba Downtown Guest House, LLC
      fdba Downtown Realty Investors, LLC
      fdba Watford Inn
      fdba Guest House
   Bankr. D. Mont. Case No. 09-60299
      Chapter 11 Petition filed March 9, 2009
         Filed as Pro Se

In Re Shark River Tire and Auto Center, LLC
   Bankr. D. N.J. Case No. 09-15658
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/njb09-15658.pdf

In Re MGB Squared Corp.
   Bankr. S.D. N.Y. Case No. 09-11056
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/nysb09-11056.pdf

In Re Quesenberry, Joseph D.
      aka J. Douglas Quesenberry
   Bankr. S.D. N.Y Case No. 09-35522
      Chapter 11 Petition filed March 9, 2009
         Filed as Pro Se

In Re J & L Hospitality, Inc.
      dba Madrid San Juan Restaurant
   Bankr. D. P.R. Case No. 09-01768
      Chapter 11 Petition filed March 9, 2009
         See http://bankrupt.com/misc/prb09-01768.pdf

In Re MT II LLC
   Bankr. E.D. Wash. Case No. 09-01199
      Chapter 11 Petition filed March 9, 2009
         Filed as Pro Se

In Re Kent Gordon England
      dba Kent Gordon England, Inc.
      dba Classic Gardens
   Bankr. N.D. Calif. Case No. 09-51619
      Chapter 11 Petition filed March 10, 2009
         Filed as Pro Se

In Re Watermelon Express, LLC
   Bankr. D. Conn. Case No. 09-30555
      Chapter 11 Petition filed March 10, 2009
         Filed as Pro Se

In Re Academy of Professional Careers, Inc.
   Bankr. M.D. Fla. Case No. 09-02793
      Chapter 11 Petition filed March 10, 2009
         Filed as Pro Se

In Re Star Fire Protection, Inc.
   Bankr. M.D. Fla. Case No. 09-01664
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/flmb09-01664.pdf

In Re Mark Richey
      Rebecca Lundsgaard Richey
      aka Rebecca Ruth Lundsgaard
      aka Rebecca Ruth Richey
   Bankr. E.D. La. Case No. 09-10652
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/laeb09-10652.pdf

In Re Smith, Walter Monroe Sr.
      Smith, Phyllis Kay
   Bankr. W.D. La. Case No. 09-80292
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/lawb09-80292.pdf

In Re Cafe Med, LLC
      fdba Tel Aviv Cafe
      fdba Cafe Peju
      dba Juste Lounge
   Bankr. D. Md. Case No. 09-13932
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/mdb09-13932p.pdf
         See http://bankrupt.com/misc/mdb09-13932c.pdf

In Re Jamieson, Raymond G.
   Bankr. D. Mass. Case No. 09-11931
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/mab09-11931.pdf

In Re Anderson, Timothy G.
     asf Valleyview Development LLC
     Lindberg, Charlene M.
     asf Heartlight Chiropractic PA
   Bankr. D. Minn. Case No. 09-31470
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/mnb09-31470.pdf

In Re Tomarchio, Tina
   Bankr. D. N.J. Case No. 09-15742
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/njb09-15742.pdf

In Re Weaver Estates, Inc.
   Bankr. S.D. N.Y. Case No. 09-22344
      Chapter 11 Petition filed March 10, 2009
         Filed as Pro Se

In Re Fat Joes Pizza Pasta Bar, Inc.
      aka Fat Joes Pizza Pasta Subs, Inc.
   Bankr. E.D. Tex. Case No. 09-40726
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/txeb09-40726.pdf

In Re Unicare Home Health, Inc.
   Bankr. E.D. Tex. Case No. 09-31173
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/mieb09-31173p.pdf
         See http://bankrupt.com/misc/mieb09-31173c.pdf

In Re Fisher Automotive, LLC
   Bankr. E.D. Wisc. Case No. 09-22783
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/wieb09-22783.pdf

In Re N&P Holdings, LLC
   Bankr. E.D. Wisc. Case No. 09-22791
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/wieb09-22791.pdf



                            *********

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 ***