TCR_Public/090316.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 16, 2009, Vol. 13, No. 74

                            Headlines


ABITIBIBOWATER INC: Bowater Affiliates Amend Credit Facilities
ABITIBIBOWATER INC: Delays Filing of 2008 Annual Report
ABITIBIBOWATER INC: To Sell 60% Stake in Power Plant for C$615MM
ABITIBIBOWATER INC: Unveils Plan to Reduce Debt by $2.4 Billion
ABITIBIBOWATER INC: DBRS Comments on Proposed Recapitalization

ABITIBIBOWATER INC: DBRS Junks Rating on Canadian Forest Products
ALIQUIPPA COMMUNITY: Laid Off Workers Demand Payment of Salaries
AMERICAN APPAREL: Enters Into Private Financing Pact With Lion
AMERICAN INT'L: Will Pay Unit Workers $450 Million in Bonuses
APARTMENT INVESTMENT: S&P Puts 'BB+' to WatchNeg From Stable

APPALACHIAN OIL: Closes Convenience Store in Virginia
ATHEROGENICS INC: Disclosure Statement Hearing Set for March 31
ATHEROGENICS INC: Selects Stalking Horse Bidder for AGI-10167
BALTIMORE OPERA: Board to Seek Opera's Liquidation Under Ch. 7
BEARINGPOINT INC: Court Set April 17 as Claims Bar Date

BEARINGPOINT INC: Files Schedules of Assets and Liabilities
BEAZER HOMES: Difficult Market Cues Fitch's Junk Ratings
BERNARD L. MADOFF: Lists Up to $826MM in Assets After Fraud Leak
BOISE INC: Moody's Cuts to 'B1' on Modest Cushion Under Covenants
BUFFALO THUNDER: S&P Withdraws 'CCC' Ratings on Request

CAPITAL AUTOMOTIVE: S&P Places 'BB' Rating on Watch Negative
CANWEST MEDIA: DBRS Junks Issuer Rating, Under Review-Negative
CASCADES INC: DBRS Assigns BB (high) Issuer Rating
CATALYST PAPER: DBRS Assigns 'BB' Issuer Rating, Negative Trend
CERTIFICHECKS INC: South Kingstown Chamber to Accept Gift Checks

CHARLES RIVER: Moody's Gives Neg. Outlook; Affirms 'Ba1' Rating
CHC HELICOPTER: S&P Downgrades Corporate Credit Rating to 'B+'
CITIGROUP INC: Will Nominate Four Financial Experts to Board
CMP SUSQUEHANNA: S&P Downgrades Corporate Credit Rating at 'CC'
CST INDUSTRIES: Moody's Affirms 'B2' Corporate Family Rating

ENERGY PARTNERS: Bondholders Form Group; In Restructuring Talks
EXCHANGE INSURANCE: A.M. Best Changes Final Strength Rating to E
FAIRPOINT COMMUNICATIONS: S&P Puts 'BB' Rating on Negative Watch
FIRST INDUSTRIAL: S&P Cuts Rating From 'BBB-' to 'BB', WatchNeg
FLEETWOOD ENTERPRISES: Wants to Access Lenders' Cash Collateral

FLEETWOOD ENTERPRISES: Wants KCC as Claims and Noticing Agent
GOTTSCHALKS INC: Bid Proposes April 3 to July 15 Closing Sales
GRAFTECH INTERNATIONAL: S&P Keeps 'BB-' on Steel-Industry Woes
GRAIN DEALERS: A.M. Best Cuts Fin'l Strength Rating to B (Fair)
GREEK CATHOLIC UNION: AM Best Cuts Fin'l Strength Rating to Weak

GREEN VALLEY: Section 341(a) Meeting Slated for April 16 in Texas
GULFSTREAM APT: Voluntary Chapter 11 Case Summary
H&E EQUIPMENT: Moody's Affirms Corporate Family Rating to 'B1'
IMPAC MORTGAGE: Defers Interest Payment on Trust Preferred Stock
KMART CORP: To Shutter Stores, Cut At Least 250 Workers

LEHMAN BROS: Nomura to Shut Down Unit With Former Lehman Staff
LEHMAN BROTHERS: Holdings Had $214.2BB in Assets Upon Bankruptcy
LEHMAN BROTHERS: Commercial Paper Files Asset & Debt Schedules
LEHMAN BROTHERS: Seeks Approval of Sixth Gear Funding Settlement
LEHMAN BROTHERS: Court Dismisses Swiss Unit's Chapter 11 Case

LEHMAN BROTHERS: Hong Kong Investors Sue HSBC, BoNY for $1.6BB
LYONDELL CHEMICAL: Simpson Thacher Plays Key Role in DIP Loan
MASCO CORPORATION: Fitch Cuts Issuer Default Rating to 'BB+'
MASTER ASSET VEHICLE: CIBC Seeks $115MM in Additional Collateral
MBIA INSURANCE: Moody's Withdraws Ratings on 11,000 Bonds

MERUELO MADDUX: May File for Chapter 11 Bankruptcy Protection
MGIC INVESTMENT: Fitch Puts 'BB' Bond Ratings on Negative Watch
MGM MIRAGE: May be Broken to Pieces; Must Raise Over $1 Billion
MILACRON INC: Wants to Hire Rothschild Inc. as Investment Banker
MILACRON INC: Wants to Hire KCC as Noticing and Disbursing Agent

MUZAK HOLDINGS: Silver Point Wants Same Right to Extend Deadlines
NATIONAL SEMICONDUCTOR: S&P Pares Corp. Credit Rating to 'BB+'
NATIONWIDE HEALTH: Fitch Raises Preferred Stock Rating from 'BB+'
PACIFIC SCP: A.M. Best Affirms & Removes Fair FSR Upon Merger
PACIFIC ENERGY: Secures Creditor Protection in Canada

PALLAS CAPITAL: Fitch Affirms Counterparty Risk Rating
PALM INC: Completes Offering of $23.1MM Shares; to Get $83.9MM
PALM INC: Elevation Partners Has 34.2% Equity Stake
POWERMATE CORP: Wants Plan Filing Period Extended to July 10
RADIAN ASSET: Moody's Pares Insurance Strength Ratings to 'Ba1'

REDMAN-HIRAHARA FOUNDATION: Files for Chapter 11 Bankruptcy
RH DONNELLEY: Hires Lazard to as Financial Adviser
SALEM LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
SEALY CORP: Human Resource VP Dabiero Discloses Equity Stake
SEARS HOLDINGS: To Shutter Kmart Stores, Cut At Least 250 Workers

SEMGROUP LP: Court Sets April 20 Bar Date for Claims vs. Holdings
SOURCE INTERLINK: Rising Debt Leverage Cues S&P's Junk Rating
SPECTRUM BRANDS: $235MM DIP Facility Revised; Court OKs Loan
SPECTRUM BRANDS: Equity Panel Drew Positive Raves from Investors
SPECTRUM BRANDS: Gets Final Approval to Use Lenders' Collateral

SPECTRUM BRANDS: U.S. Trustee & Insite File Disclosure Objections
STANDARD PACIFIC: Difficult Housing Market Cues Fitch's CCC Rtng.
STANFORD GROUP: Restrictions on Releasing Brokerage Accounts Set
STAR TRIBUNE: Will Resume Talks With Union Over Cost Cuts
STRASBURG-JARVIS INC: Files for Chapter 11 Bankruptcy Protection

TRIBUNE CO: Asks Court to Establish June 12 as Claims Bar Date
TRIBUNE CO: In Talks With Barclays on $225-Mil. Asset-Backed Loan
TRIBUNE CO: Seeks July 6 Extension of Lease Decision Period
TRIBUNE CO: Settles Rift With U.S. Trustee on Lazard Retention
UNITED AUTO INSURANCE: AM Best Cuts Fin'l Strength Rating to Weak

UNIVERSAL CITY: Moody's Downgrades Corporate Family Rating to B2
UTAH 7000: Court OKs Ch. 11 Plan; Major Lenders to Take Control
VERENIUM CORP: Human Resource VP Dabiero Discloses Equity Stake
VERSO PAPER: S&P Puts 'B' Corporate Rating on Negative Watch
WOLF HOLLOW: S&P Puts 'B' Rating on Facilities on Negative Watch

* S&P Takes Ratings Action on Various U.S. REIT

* BOND PRICING -- For the Week From March 9 - 13, 2009


                            *********


ABITIBIBOWATER INC: Bowater Affiliates Amend Credit Facilities
--------------------------------------------------------------
Bowater Incorporated, a subsidiary of AbitibiBowater, Bowater
Newsprint South LLC, a subsidiary of AbitibiBowater, and certain
of Bowater's subsidiaries and affiliates have entered into
amendments to Bowater's U.S. and Canadian credit agreements.

The amendment to the U.S. credit agreement was entered into among
AbitibiBowater, Bowater, Newsprint South and certain subsidiaries
and affiliates of Bowater and Newsprint South, certain lenders
party thereto and Wachovia Bank, National Association, as
administrative agent for the various lenders under that credit
agreement.

The amendment to the Canadian credit agreement was entered into
among AbitibiBowater, Bowater, Bowater Newsprint South, Bowater
Canadian Forest Products Inc., an indirect subsidiary of Bowater,
and certain subsidiaries and affiliates of Bowater, Newsprint
South and BCFPI, certain lenders party thereto and The Bank of
Nova Scotia, as Administrative Agent for the lenders party to that
credit agreement.

The amendments to the credit agreements provide for lender consent
to $12,000,000 of additional liquidity provided to BCFPI by
Fairfax Financial Holdings Limited, and amend and modify each of
Bowater's U.S. and Canadian credit agreements to, among other
things:

   (i) increase the commitment under the Canadian credit
       agreement in an aggregate amount of $30,000,000 to add two
       additional tranches of loans, one tranche in the principal
       amount of $12,000,000, representing the Additional
       Liquidity previously funded, and the other in the
       principal amount of $18,000,000, representing loans funded
       upon the closing of the amendments,

  (ii) provide that the Additional Loans are not subject to the
       borrowing base requirements contained in the Canadian
       credit agreement,

(iii) allow the collateral securing the Canadian credit
       agreement -- other than certain fixed assets of Newsprint
       South and certain of its subsidiaries -- to secure the
       Additional Loans on a last-out basis,

  (iv) temporarily increase the limit on the amount of foreign
       accounts receivable that may be included in the borrowing
       base,

   (v) modify the scheduled reductions to the commitment amounts
       under each agreement, and

  (vi) increase the interest rate under each agreement by 1.00%.

A full-text copy of the Ninth Amendment and Consent, dated as of
February 27, 2009 to the Credit Agreement dated as of May 31, 2006
by and among Bowater Incorporated, Bowater Newsprint South LLC,
certain subsidiaries and affiliates of Bowater Incorporated and
Bowater Newsprint South LLC party thereto, AbitibiBowater Inc.,
the Lenders and the Canadian Lenders party thereto and Wachovia
Bank, National Association, as administrative agent for the
Lenders party thereto, is available at no charge at:

               http://ResearchArchives.com/t/s?3a4d

The aggregate principal amount of all outstanding Extensions of
Credit and Canadian Extensions of Credit under the Wachovia
facility:

                     U.S. EXTENSIONS OF CREDIT
                   (All U.S. Dollar Denominated)

     Revolving Credit Loans               US$238,750,707.00
     Swingline Loans                                   US$0
     Letters of Credit                     US$70,260,410.00
                                          -----------------
     Total U.S. Extensions of Credit      US$309,011,117.00

     CANADIAN EXTENSIONS OF CREDIT:

     Canadian Dollar Denominated
        Letters of Credit                   C$33,358,173.00
     Canadian Dollar Denominated
        Revolving Credit Loans              C$61,110,910.83
                                          -----------------
     Total Canadian Dollar Denominated
        Canadian Extensions of Credit       C$94,469,083.83

     US Dollar Denominated
        Letters of Credit                     US$586,532.00
     US Dollar Revolving Credit Loans         US$29,500,000
     US Dollar Denominated
        Swingline Commitment                  US$10,000,000
                                           ----------------
     Total US Dollar Denominated
        Canadian Extensions of Credit         US$40,086,532

A full-text copy of the Eleventh Amendment and Consent, dated as
of February 27, 2009, to the Credit Agreement dated as of May 31,
2006 by and among Bowater Canadian Forest Products Inc., Bowater
Incorporated, Bowater Newsprint South LLC, certain subsidiaries
and affiliates of Bowater Incorporated, Bowater Canadian Forest
Products Inc. and Bowater Newsprint South LLC party thereto,
AbitibiBowater Inc., the Lenders and the U.S. Lenders party
thereto and The Bank of Nova Scotia, as administrative agent for
the Lenders party thereto, is available at no charge at:

               http://ResearchArchives.com/t/s?3a4e

The aggregate principal amount of all outstanding U.S. Extensions
of Credit and Extensions of Credit under the Bank of Nova Scotia
Facility is:

                   CANADIAN EXTENSIONS OF CREDIT

     Canadian Dollar Denominated
        Letters of Credit                   C$33,358,173.00
     Canadian Dollar Denominated
        Revolving Credit Loans              C$61,110,910.83
                                            ---------------
     Total Canadian Dollar Denominated
        Canadian Extensions of Credit       C$94,469,083.83

     US Dollar Denominated
        Letters of Credit                     US$586,532.00
     US Dollar Revolving Credit Loans      US$29,500,000.00
     US Dollar Denominated
        Swingline Commitment               US$10,000,000.00
                                           ----------------
     Total US Dollar Denominated
        Canadian Extensions of Credit      US$40,086,532.00

                     U.S. EXTENSIONS OF CREDIT

     Revolving Credit Loans               US$238,750,707.00
     Swingline Loans                                US$0.00
     Letters of Credit                     US$70,260,410.00
                                           ----------------
     Total U.S. Extensions of Credit      US$309,011,117.00

                   Citibank Waiver Until March 27

Abitibi-Consolidated Inc., a subsidiary of AbitibiBowater Inc.,
certain of Abitibi's subsidiaries and affiliates, Citibank N.A.,
Eureka Securitisation, plc and Citibank N.A., London Branch on
February 26, 2009, entered into a waiver and amendment to
Abitibi's Amended and Restated Receivables Purchase Agreement
dated January 31, 2008.

The parties entered into the Waiver and Amendment following the
Agent's prior notification to Abitibi that the average of the
delinquency ratios for the month of January and the two
immediately preceding calendar months exceeded the maximum
percentage permitted, which constituted an event of termination
under the terms of the RPA.

Pursuant to the Waiver and Amendment, the parties agreed to waive:

   (a) the event of termination under the RPA, and

   (b) Abitibi's potential non-compliance with the delinquency
       ratios,

until the earliest of:

   (i) March 27, 2009,

  (ii) the date on which Abitibi or any of its affiliates enter
       into any amendment to Abitibi's term loan, and

(iii) the date on which the term loan becomes due and payable or
       is prepaid or repaid in full.

The Waiver and Amendment also reduced the maximum commitment under
the RPA from $350 million to $210 million.  As of
February 27, 2009, Abitibi had roughly $201 million outstanding
under the RPA.

A full-text copy of the Waiver and Amendment No. 3 to Amended and
Restated Receivables Purchase Agreement is available at no charge
at:

               http://ResearchArchives.com/t/s?3a4f

As consideration for entering into the Waiver and Amendment,
Abitibi is required to pay a fee equal to 5% of $210 million, of
which $7 million was paid on February 26, 2009 and $3.5 million
must be paid on the earliest of (i) March 19, 2009, (ii) the
Waiver Termination Date and (ii) the termination of the RPA.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of US$302 million on sales
of US$1.7 billion for the third quarter 2008.  These results
compare with a net loss of US$142 million on sales of US$815
million for the third quarter of 2007, which consisted only of
Bowater Incorporated.  The company's 2008 third quarter results
reflect the full quarter results for Abitibi-Consolidated Inc. and
Bowater Incorporated as a combined company after their combination
on Oct. 29, 2007.

As reported by the TCR on January 29, 2009, Moody's Investors
Service downgraded the corporate family rating of AbitibiBowater
Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater
Incorporated to Caa3 from Caa1.  The rating action, according to
Moody's, was prompted by AbitibiBowater's weakened liquidity
position and the deteriorating economic and industry conditions.
"The Caa3 corporate family ratings of Abitibi and Bowater reflect
a heightened probability of default in the near term given the
anticipated challenges of refinancing or paying down their
significant short term debt obligations through asset sales,
either of which may prove to be difficult in the current market
environment."  The ratings of both Abitibi and Bowater also
reflect the accelerating decline in demand for newsprint and other
paper grades manufactured by both companies as consumers continue
to migrate to online news and other forms of electronic media.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings lowered its long-term corporate credit rating on newsprint
producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and
Bowater Canadian Forest Products Inc. two notches to 'CC' from
'CCC'.  S&P also lowered the long-term corporate credit rating on
Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'.


ABITIBIBOWATER INC: Delays Filing of 2008 Annual Report
-------------------------------------------------------
AbitibiBowater Inc. has yet to file with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended December 31, 2008.

The Company explained it requires additional time to finalize its
accounting for certain transactions and to complete its accounting
analysis, primarily related to goodwill impairment and long-lived
asset impairment, in connection with the finalization of its
consolidated financial statements and related disclosures required
in its annual report.  The Company also requires additional time
to more accurately reflect the outcome of a significant pending
debt refinancing in its Form 10-K.

The Company expects the offer by certain of its direct and
indirect subsidiaries to exchange roughly $1.8 billion of debt
securities for two series of new senior secured notes to have a
significant impact on its financial condition, including its
liquidity, capital resources and prospects for its future
operations.

On Friday, the Company also announced the second phase of its
comprehensive recapitalization proposal with respect to its
Abitibi-Consolidated Inc. subsidiary.  The Recapitalization aims
to reduce the company's debt by $2.4 billion and enhances
liquidity.  The Recapitalization of Abitibi-Consolidated will
provide a stronger financial base for the execution of
AbitibiBowater's operating strategy and enhance the long-term
value of the company.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of US$302 million on sales
of US$1.7 billion for the third quarter 2008.  These results
compare with a net loss of US$142 million on sales of US$815
million for the third quarter of 2007, which consisted only of
Bowater Incorporated.  The company's 2008 third quarter results
reflect the full quarter results for Abitibi-Consolidated Inc. and
Bowater Incorporated as a combined company after their combination
on Oct. 29, 2007.

As reported by the TCR on January 29, 2009, Moody's Investors
Service downgraded the corporate family rating of AbitibiBowater
Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater
Incorporated to Caa3 from Caa1.  The rating action, according to
Moody's, was prompted by AbitibiBowater's weakened liquidity
position and the deteriorating economic and industry conditions.
"The Caa3 corporate family ratings of Abitibi and Bowater reflect
a heightened probability of default in the near term given the
anticipated challenges of refinancing or paying down their
significant short term debt obligations through asset sales,
either of which may prove to be difficult in the current market
environment."  The ratings of both Abitibi and Bowater also
reflect the accelerating decline in demand for newsprint and other
paper grades manufactured by both companies as consumers continue
to migrate to online news and other forms of electronic media.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings lowered its long-term corporate credit rating on newsprint
producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and
Bowater Canadian Forest Products Inc. two notches to 'CC' from
'CCC'.  S&P also lowered the long-term corporate credit rating on
Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'.


ABITIBIBOWATER INC: To Sell 60% Stake in Power Plant for C$615MM
----------------------------------------------------------------
AbitibiBowater Inc. has signed a non-binding agreement in
principle with Hydro-Quebec for the sale of its 60% interest in
the hydroelectric facility located on the Manicouagan River for
gross proceeds of C$615 million.

Both parties have committed to an expedited timeline, consistent
with the company's comprehensive recapitalization plan.  Due
diligence for this transaction is currently under way.

The facility, located in Quebec, Canada, was established in 1949
and has the capacity to generate roughly 335 MW of electricity.
AbitibiBowater, through its Abitibi-Consolidated Company of Canada
subsidiary, owns a 60% interest in the Facility.

"This transaction is a key step in AbitibiBowater's overall plan
to ensure greater liquidity and financial flexibility," stated
David J. Paterson, President and Chief Executive Officer.
"Deleveraging the Company's balance sheet is important to all
AbitibiBowater stakeholders."

The non-binding proposal for the sale of AbitibiBowater's 60%
interest in the Facility is subject to certain terms and
conditions, including, but not limited to, satisfactory due
diligence, obtaining the required consents and approvals, the
execution of definitive agreements -- including a long-term power
supply agreement for AbitibiBowater's Baie-Comeau, Quebec paper
mill -- and other customary conditions.  No assurances can be
provided as to when or if definitive agreements will be executed.

The proposal does not include the sale of the Baie-Comeau mill,
nor does it in any way impact other company hydroelectric
facilities.  Since last year, significant progress has been made
in lowering the Baie-Comeau mill's operating costs and improving
its highly competitive cost position.  Given this transaction, the
company is committed to undertake new investment opportunities at
the site.  AbitibiBowater has and will continue to keep workers
and local communities informed about the sale of its interest in
the Facility as the process advances.

The Company owns additional hydro assets, including an installed
share of capacity of 162.5 MW in the province of Quebec.

In February 2009, AbitibiBowater completed the sale of roughly
76,724 hectares -- 189,508 acres -- of private timberlands in
Quebec, Canada, for C$70 million in cash.  AbitibiBowater plans to
use the proceeds from this sale for general corporate purposes.

The Seigneurie of Perthuis, located in the Mauricie region, was
sold to a newly formed limited partnership composed of Societe de
gestion d'actifs forestiers Solifor, s.e.c. and the principal
shareholder of Scierie Dion & Fils inc., a local sawmill operator.
The Seigneuries of Nicolas Riou and Lac Metis, both located in the
Bas-Saint-Laurent region, were sold to two newly formed limited
partnerships created by Societe de gestion d'actifs forestiers
Solifor, s.e.c.

Scotia Capital Inc. acted as exclusive financial advisor to
AbitibiBowater for this sale process.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of US$302 million on sales
of US$1.7 billion for the third quarter 2008.  These results
compare with a net loss of US$142 million on sales of US$815
million for the third quarter of 2007, which consisted only of
Bowater Incorporated.  The company's 2008 third quarter results
reflect the full quarter results for Abitibi-Consolidated Inc. and
Bowater Incorporated as a combined company after their combination
on Oct. 29, 2007.

As reported by the TCR on January 29, 2009, Moody's Investors
Service downgraded the corporate family rating of AbitibiBowater
Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater
Incorporated to Caa3 from Caa1.  The rating action, according to
Moody's, was prompted by AbitibiBowater's weakened liquidity
position and the deteriorating economic and industry conditions.
"The Caa3 corporate family ratings of Abitibi and Bowater reflect
a heightened probability of default in the near term given the
anticipated challenges of refinancing or paying down their
significant short term debt obligations through asset sales,
either of which may prove to be difficult in the current market
environment."  The ratings of both Abitibi and Bowater also
reflect the accelerating decline in demand for newsprint and other
paper grades manufactured by both companies as consumers continue
to migrate to online news and other forms of electronic media.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings lowered its long-term corporate credit rating on newsprint
producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and
Bowater Canadian Forest Products Inc. two notches to 'CC' from
'CCC'.  S&P also lowered the long-term corporate credit rating on
Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'.


ABITIBIBOWATER INC: Unveils Plan to Reduce Debt by $2.4 Billion
---------------------------------------------------------------
AbitibiBowater Inc. unveiled on Friday a second phase of its
comprehensive recapitalization proposal with respect to its
Abitibi-Consolidated Inc. subsidiary.  The Recapitalization aims
to reduce the Company's debt by $2.4 billion and enhances
liquidity.  The Recapitalization of Abitibi-Consolidated will
provide a stronger financial base for the execution of
AbitibiBowater's operating strategy and enhance the long-term
value of the Company.

All obligations to trade creditors and to employees, including
under the company's pension and benefit plans, are unaffected by
the Recapitalization and the transaction will ensure business
continuity for them as well as for customers.

These unsecured notes of Abitibi-Consolidated will be affected by
the Recapitalization:

     * 7.875% notes due 2009;
     * 15.50% notes due 2010;
     * 8.55% notes due 2010;
     * 7.75% notes due 2011;
     * Floating rate notes due 2011;
     * 6.0% notes due 2013;
     * 8.375% notes due 2015;
     * 7.4% debentures due 2018;
     * 7.5% debentures due 2028;
     * 8.5% debentures due 2029; and
     * 8.85% debentures due 2030

The Recapitalization includes these key elements:

   -- The conversion of $2.9 billion of eligible unsecured notes
      issued by Abitibi-Consolidated into:

         (i) New Notes consisting of roughly $321 million
             aggregate principal amount of 12.5% First Lien Notes
             due March 31, 2014 and roughly $810 million
             aggregate principal amount of 11% Second Lien Notes
             due June 30, 2014,

        (ii) roughly 86.7 million shares of AbitibiBowater Common
             Stock, and

       (iii) an aggregate of roughly 230.7 million Warrants --
             divided among Series A Warrants, Series B Warrants
             and Series C Warrants -- to purchase one share of
             AbitibiBowater Common Stock per warrant at an
             exercise price equal to, respectively, $1.00,
             $1.25 and $1.50 per share.

   -- A Concurrent Offering of roughly $389 million of First Lien
      Notes and 222.2 million Series D Warrants to purchase one
      share of AbitibiBowater Common Stock per warrant at $1.25
      per share, for an aggregate purchase price of roughly
      $350 million. Certain investors have provided binding
      commitments to subscribe for $150 million thereof.
      AbitibiBowater and Abitibi-Consolidated are in advanced
      discussions to secure additional commitments.  Qualifying
      noteholders may participate in the Concurrent Offering for
      an aggregate purchase price of up to $100 million of
      additional First Lien Notes.  The uncommitted portion of
      the Concurrent Offering may be backstopped as permitted by
      market conditions.  There can be no assurance that
      AbitibiBowater and Abitibi-Consolidated will enter into any
      Such additional commitments or backstops.

   -- The repayment in full of the company's $413 million 13.75%
      Secured Notes due 2011, and any accrued and unpaid interest
      thereon.

   -- Interest accrued but not paid as well as a portion of the
      Principal outstanding under the existing term loan facility
      due March 30, 2009, will be repaid cash such that the
      principal amount outstanding will be reduced to
      $200 million and the maturity date will be extended to
      March 31, 2012.

   -- The Commercial Division of the Superior Court of Quebec in
      Montreal will be asked to grant an interim order under the
      Canada Business Corporations Act in connection with the
      Recapitalization, including calling meetings of the
      affected noteholders and lenders.

   -- The Recapitalization is conditional upon, among other
      things:

      * final Court approval;

      * the completion of the sale of the company's 60% interest
        In Manicouagan Power Company.  As reported in today's
        Troubled Company Reporter, the company has accepted a
        non-binding proposal from Hydro-Quebec which could result
        in gross proceeds of C$615 million;

      * the completion of the exchange offers, notes offering and
        private placement by AbitibiBowater's subsidiaries,
        Bowater Incorporated, Bowater Canada Finance Corporation
        and Bowater Finance II LLC.;

      * the closing of the Concurrent Offering resulting in gross
        proceeds of $350 million;

      * the completion of the amendment of the convertible notes
        of AbitibiBowater, into $190.0 million of new convertible
        notes of AbitibiBowater which will be convertible for
        AbitibiBowater's Common Shares at a price of $1.75 per
        share.

      * If approved, implementation of the Recapitalization is
        expected to occur by early May 2009.

Noteholders holding in excess of roughly $1 billion of outstanding
Abitibi Notes -- roughly 34% of the total outstanding -- have
agreed to vote in favor of the Recapitalization.  AbitibiBowater
will solicit additional support for the Recapitalization from
other noteholders, from its secured noteholders and from its
lenders.

"This Recapitalization is another important step in
AbitibiBowater's ongoing efforts to deleverage the Company and
refinance its current debt obligations," stated David J. Paterson,
President and Chief Executive Officer.  "The transaction offers
substantial benefits to AbitibiBowater, increasing its financial
stability while also reducing the Company's annual interest costs
and improving overall liquidity."

AbitibiBowater's Board of Directors has determined that the
Recapitalization is in the Company's best interests and its
stakeholders, given, among other reasons, that it will reduce net
debt by roughly $2.4 billion, and significantly improves
AbitibiBowater's capital structure.

The Board of Directors relied on many factors in arriving at its
determination, including recommendations by Company Management.
AbitibiBowater's financial advisor, BMO Capital Markets has
provided an opinion to the Board of Directors in connection with
the transaction.

"With this comprehensive Recapitalization, AbitibiBowater is
significantly reducing its debt levels and improving its
liquidity," said Dick Evans, Chairman of the Board of Directors.
"The Board and management believe this solution creates a stronger
Company in the interest of all stakeholders, and allows the
Company to move forward with confidence to meet the needs of its
customers."

             Effect on Affected Noteholders and Lenders

If the Recapitalization is completed, affected noteholders and
lenders will be affected as described below.

   (A) Abitibi Notes

Noteholders will receive, for each $1,000 principal amount of
Abitibi Notes, the principal amount of New Notes, and numbers of
Common Shares and Warrants:

                      Principal
                      Amount of
                    --------------
                    First   Second
                    Lien    Lien   Common  Series A  Series B
Series C
  Eligible Notes    Notes   Notes  Shares  Warrants  Warrants
Warrants
  ----------------------------------------------------------------
-----
  7.875% Notes
   due 2009           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  15.50% Notes
   due 2010          $175   $320   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  8.55% Notes
   due 2010           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  7.75% Notes
   due 2011           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  Floating
   Rate Notes
   due 2011           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  6.0% Notes
   due 2013           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  8.375% Notes
   due 2015           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  7.4% Debentures
   due 2018           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  7.5% Debentures
   due 2028           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  8.5% Debentures
   due 2029           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----
  8.85% Debentures
   due 2030           $75   $270   29.422    26.107    26.107
26.107
  ----------------------------------------------------------------
-----

Accrued and unpaid interest up to April 1, 2009, will be satisfied
through the issuance of First Lien Notes.

In addition, in the Concurrent Offering for each $1,000 principal
amount of Abitibi Notes held on the specified claims measurement
date, qualifying noteholders will be entitled to -- but will not
have the obligation to -- submit $33.95 in cash in consideration
for $37.72 of additional First Lien Notes and 21.553 Series D
Warrants to purchase one AbitibiBowater Common Share per warrant
at exercise price of $1.25 per share.

   (B) Term Loan Facility

Interest accrued but not paid, as well as a portion of the
principal outstanding under the term loan facility due March 30,
2009 will be paid such that the principal amount outstanding will
be reduced to $200 million.  The term loan facility will also be
replaced to, among other things, change the interest rate to LIBOR
+ 600 basis points and the maturity date to March 31, 2012.

   (C) Secured Notes

The Secured Notes, and any accrued and unpaid interest, will be
repaid in full in cash.

                       Bowater Exchange Offer

On Tuesday, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, extended the expiration date for its
private exchange offers, consent solicitation and concurrent
private notes offering until 11:59 p.m., New York City time, on
March 13, 2009, unless further extended.

The Exchange Offers, Consent Solicitation and Concurrent Notes
Offering had been scheduled to expire at 11:59 p.m., New York City
time, on March 9.  As of March 9, roughly 54.5% of the outstanding
9.00% Debentures due 2009, 63.8% of the outstanding Floating Rate
Senior Notes due 2010, 64.8% of the outstanding 7.95% Notes due
2011, 68.6% of the outstanding 9.50% Debentures due 2012, 79.2% of
the outstanding 6.50% Notes due 2013 and 40.4% of the outstanding
9.375% Debentures due 2021 were validly tendered and not validly
withdrawn in the Exchange Offers.

BowFin commenced the Exchange Offers with respect to the
outstanding debt securities issued by either Bowater Incorporated
or its wholly owned subsidiary Bowater Canada Finance Corporation
on February 9, 2009.  In connection with the Exchange Offers, the
AbitibiBowater and Bowater entered into exchange and support
agreements with certain holders of Bowater Notes.

As of February 20, 2009, the company and Bowater have entered into
Support Agreements with holders of roughly $846 million in
aggregate principal amount of Bowater Notes, which represents
roughly 47% of the outstanding Bowater Notes and roughly 74% of
the Bowater Notes that are required to achieve the minimum tender
condition in the Exchange Offers.  Since February 9, the company
and Bowater have also entered into additional backstop commitment
agreements with certain holders of Bowater Notes.

The Exchange Offers and Concurrent Notes Offering are being made
only to qualified institutional buyers inside the United States
and to certain non-U.S. investors located outside the United
States.

                Meetings of Noteholders and Lenders

The Commercial Division of the Superior Court of Quebec in
Montreal will be asked to call meetings of the holders of Abitibi
Notes, holders of Secured Notes and lenders under the Senior Term
Loan Facility respectively to obtain their approvals for the
Recapitalization under the CBCA.

Details of the Recapitalization will be provided in an information
circular expected to be sent to noteholders, secured noteholders
and lenders by early April 2009, and the meetings are expected to
be held at the Fairmont Queen Elizabeth Hotel, 900 Rene-Levesque
Blvd West Montreal, QC H3B 4A5, Canada on or about April 30, 2009.

               Issuance of Common Shares and Warrants
                 and Related Stock Exchange Matters

AbitibiBowater intends to issue Common Shares and warrants
convertible into Common Shares that would, on a fully-diluted
basis, constitute in excess of 90% of the currently outstanding
Common Shares.  The transaction and such issuance would normally
require approval of the AbitibiBowater stockholders according to
the Shareholder Approval Policy of the New York Stock Exchange.

However, in connection with the approval of the Recapitalization,
and pursuant to an exception provided by the NYSE's Shareholder
Approval Policy, the Board of Directors and Audit Committee of
AbitibiBowater determined that the delay in the Recapitalization
that would be caused if AbitibiBowater were to secure stockholder
approval prior to the launch and publication of the
Recapitalization, given the pending maturities of
Abitibi-Consolidated's debt instruments, severe constraints on
Abitibi-Consolidated's liquidity, and the current state of the
credit and capital markets, would seriously jeopardize
AbitibiBowater's financial viability.

Accordingly, AbitibiBowater's Board of Directors and Audit
Committee, pursuant to an exception provided by the NYSE
Shareholder Approval Policy, expressly approved AbitibiBowater's
omission to seek stockholder approval of the Recapitalization that
would otherwise have been required.  The NYSE has accepted
AbitibiBowater's application of the exception.  In reliance on the
exception and in accordance with NYSE policy, AbitibiBowater is
mailing a letter to all its stockholders notifying them of its
intention to issue the Common Shares and warrants convertible into
Common Shares without seeking their approval.  AbitibiBowater also
intends to rely on an exemption from the Toronto Stock Exchange
stockholder approval requirements, permitted by Section 602(g) of
the TSX Company Manual, by relying on such exception of the NYSE,
AbitibiBowater's principal trading exchange.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
AbitibiBowater Inc. reported a net loss of US$302 million on sales
of US$1.7 billion for the third quarter 2008.  These results
compare with a net loss of US$142 million on sales of US$815
million for the third quarter of 2007, which consisted only of
Bowater Incorporated.  The company's 2008 third quarter results
reflect the full quarter results for Abitibi-Consolidated Inc. and
Bowater Incorporated as a combined company after their combination
on Oct. 29, 2007.

As reported by the TCR on January 29, 2009, Moody's Investors
Service downgraded the corporate family rating of AbitibiBowater
Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater
Incorporated to Caa3 from Caa1.  The rating action, according to
Moody's, was prompted by AbitibiBowater's weakened liquidity
position and the deteriorating economic and industry conditions.
"The Caa3 corporate family ratings of Abitibi and Bowater reflect
a heightened probability of default in the near term given the
anticipated challenges of refinancing or paying down their
significant short term debt obligations through asset sales,
either of which may prove to be difficult in the current market
environment."  The ratings of both Abitibi and Bowater also
reflect the accelerating decline in demand for newsprint and other
paper grades manufactured by both companies as consumers continue
to migrate to online news and other forms of electronic media.

The TCR reported on February 12, 2009, that Standard & Poor's
Ratings lowered its long-term corporate credit rating on newsprint
producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and
Bowater Canadian Forest Products Inc. two notches to 'CC' from
'CCC'.  S&P also lowered the long-term corporate credit rating on
Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'.


ABITIBIBOWATER INC: DBRS Comments on Proposed Recapitalization
--------------------------------------------------------------
AbitibiBowater Inc. has announced that it is planning the
recapitalization of its Abitibi-Consolidated Inc. subsidiary to
reduce debt and improve liquidity.  The recapitalization plan
includes the conversion of existing debt into a combination of new
debt, ABH common shares and warrants; a concurrent offering of
additional warrants; the repayment of maturing debt; and cash
generated from the pending sale of the Company's interest in the
Manicouagan Power Company (Manicouagan).

Dominion Bond Rating Service said views the announcement as
positive for ABH, but a rating action is currently not warranted.
The ratings of the Company and its subsidiaries remain Under
Review with Negative Implications, given the execution risk
related to the proposed restructuring as several conditions must
be met for approval of the plan and the significant near-term
liquidity risk faced by ABH.

The recapitalization plan for its Abitibi-Consolidated Inc.
subsidiary includes the conversion of $2.9 billion of eligible
unsecured notes into a combination of (1) new notes totaling
roughly $1.1 billion (including $321 million in 12.5% first-lien
notes due March 2014 and $810 million 11% second-lien notes due
June 2014), (2) roughly 86.7 million ABH common shares and (3)
roughly 230.7 million warrants (Series A to C).  In addition, a
concurrent offering of $389 million in first-lien notes and
222.2 million warrants (Series D) for an aggregate purchase price
of $350 million.  Certain investors and noteholders will have the
option for an additional $150 million in warrants and
$100 million in first-lien notes, respectively.  Furthermore, the
Company has proposed the repayment of its $413 million 13.75%
secured notes due 2011 and a portion (up to $200 million
outstanding) of its existing term loan (and maturity extended to
2012 from March 30, 2009) with cash.  As part of the
recapitalization, ABH expects to generate gross proceeds of
C$615 million from the sale of its 60% interest in its
hydroelectric facility located on the Manicougan River in Quebec,
which follows the previously announced sale of its interest in
hydroelectric facilities in Ontario for gross proceeds of
C$197.5 million

Upon successful completion of the proposed recapitalization, ABH
expects to reduce debt by $2.4 billion, reduce annual interest
expense by $162 million and provide $350 million of new capital.
However, while the recapitalization is expected to be completed in
May 2009, it is conditional on several factors, including (1)
final court approval; (2) completion of the Manicouagan sale; (3)
completion of the previously announced exchange offers, notes
offering and private placement by Bowater Inc., Bowater Canada
Finance Corp. and Bowater Finance II LLC (all wholly owned ABH
subsidiaries -- as announced on February 9, 2009); (4) the closing
of the concurrent $350 million warrants offering; and (5)
completion of the amendment of the convertible notes of ABH into
$190 million of new convertible notes of the Company, which will
be convertible for ABH's common shares (for $1.75 per share).  The
several approvals that are required lead to material execution
risk facing ABH in completing the plan.

DBRS notes that the completion of the recapitalization plan as
proposed would be positive for the Company's credit profile.  The
elimination of debt maturing in 2009 and 2010 would help the
Company survive a prolonged economic slump without the near-term
risk of a liquidity crisis.  The Company indicated that
noteholders with more than $1 billion in outstanding ABH notes
(roughly 34%) have so far agreed to vote in favour of the
recapitalization, which is also positive.  However, there remains
uncertainty regarding ABH's ability to complete the plan and, as a
result, manage the current liquidity crisis that it is facing.


ABITIBIBOWATER INC: DBRS Junks Rating on Canadian Forest Products
-----------------------------------------------------------------
Dominion Bond Rating Service said its rating on AbibitiBowater,
Bowater Canadian Forest Products Inc.'s Senior Debentures --
issued a March 3, 2009, news statement -- was incorrect.  The
correct rating for the Senior Debentures is CCC.

DBRS assigned default recovery ratings of RR1 to the secured debt
of Abitibi Consolidated Company of Canada and RR4 to the unsecured
debt of Abitibi Consolidated Inc. (Abitibi) and subsidiary
companies.  DBRS has also assigned default recovery ratings of RR1
to the secured debt of Bowater Inc. (Bowater) and subsidiaries and
RR5 to the unsecured debt of Bowater Inc. and subsidiaries.

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

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

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

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


ALIQUIPPA COMMUNITY: Laid Off Workers Demand Payment of Salaries
----------------------------------------------------------------
WPXI.com reports that almost 200 former Aliquippa Community
Hospital workers have gone to court, claiming that the Company
still owes them money for working about two months when they
weren't compensated.

According to WPXI.com, the former employees said that Aliquippa
Community which closed in December.  WPXI.com states that the
former workers claimed that the Company still owes them money for
working about two months when they weren't compensated.  Citing
the former workers, WPXI.com relates that Aliquippa Community was
required to provide 60 days notice before it could shut down.  The
workers, WPXI.com states, said that they weren't informed that the
hospital was going to close.

"It's been difficult.  I mean, we all have money to pay off.  And
where is the money coming from?  The executives got their money,
and they were still getting it," WPXI.com quoted former employee
Marcy Hughes as saying.

Headquartered in Aliquippa, Pennsylvania, Aliquippa Community
Hospital is a 104-acute care hospital established in 1957.  The
hospital employs 480 people, with a medical staff of 200 and 90
volunteers enrolled in the volunteer program.  The hospital
provides extensive community health education programs and works
with other community organizations in providing primary care in
medically underserved areas.

The Company filed a Chapter 11 petition on Sept. 5, 2002 (Bankr.
W.D. Penn. Case No. 02-29616).  Anthony L. Lamm, Esq., at Groen,
Laveson, Goldberg & Rubenstone, and David W. Lampl, Esq., at Leech
Tishman Fuscaldo & Lampl, LLC, represented the Debtor in its
restructuring efforts.  The Court confirmed the Debtor's plan on
Sept. 23, 2004.


AMERICAN APPAREL: Enters Into Private Financing Pact With Lion
---------------------------------------------------------------
American Apparel, Inc., has entered into a private financing
agreement with Lion Capital LLP for $80 million in secured second
lien notes maturing December 31, 2013 with detachable warrants.
The transaction was expected to close on March 13, 2009.

"We are excited that Lion Capital, a leading private equity firm
in the consumer sector, has decided to make a substantial
investment in American Apparel.  In light of unprecedented market
conditions, we believe Lion Capital's investment serves as a
strong endorsement of our company and the tremendous potential of
our brand," said Dov Charney, Founder and CEO of American Apparel.
"This investment provides us with a long term solution for our
capital structure and an enhanced ability to grow our brand both
domestically and internationally over the coming years.  Lion
Capital's singular focus on the consumer sector and their
extensive experience with growing consumer brands makes them an
ideal partner as American Apparel continues to develop into a
leading, global apparel brand."

"We are extremely pleased to have the opportunity to partner with
Dov and the management team at American Apparel.  The strong
growth of the brand over the last few years is a testament to
Dov's vision and business acumen and we believe the company will
continue that exciting growth into the future, both in the United
States and around the world," said Neil Richardson, Partner of
Lion Capital.  "American Apparel fits well with our focus of
investing in strong, differentiated consumer brands and we look
forward to a successful and enjoyable collaboration with Dov and
his team."

The notes will have a coupon of 15%, payable in cash or payable
in-kind (PIK) at the Company's option.  The notes are callable at
any time at par plus accrued interest.  The notes provide for a
security interest in all assets of the company and its
subsidiaries, subject to prior liens with respect to such assets
under the Company's existing revolving credit facility.

Lion Capital also received detachable warrants for an aggregate
amount of 16 million shares of the Company's common stock,
exercisable at a strike price set at a 5% premium to the 30-
trading day, trailing stock price average as of market close on
March 12, 2009, which equates to $2.00 per share.  The warrants
expire in March 2016.  Assuming conversion of the warrants into
common stock, the warrants would equate to a pro forma ownership
in American Apparel of approximately 18%.

In connection with the investment, Neil Richardson and Jacob Capps
of Lion Capital intend to join the board of directors of American
Apparel.

American Apparel will use the proceeds of the investment to retire
in full the outstanding amounts on the Company's existing second
lien credit facility with SOF Investments, L.P. -- Private IV, an
affiliate of MSD Capital, L.P.  Consequently, American Apparel
will not issue any additional warrants to SOF Investments as
provided in the December 2008 amendment to the SOF Investments
credit agreement.  American Apparel will use the remaining
proceeds principally to reduce the outstanding balance under the
Company's revolving credit facility, repay a portion of a
shareholder note, pay fees and expenses related to the
transaction, and for working capital purposes.

Financo Inc. served as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP served as legal advisor to American Apparel in
this transaction.  Simpson Thacher & Bartlett LLP served as legal
advisor to Lion Capital.

                      About American Apparel

American Apparel, Inc. (NYSE Alternext US: APP) --
http://store.americanapparel.net-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of
October 31, 2008, American Apparel employed more than 10,000
people and operated more than 230 retail stores in 19 countries,
including the United States, Canada, Mexico, United Kingdom,
Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden,
Switzerland, Israel, Australia, Japan, South Korea, Austria,
China, and Brazil.  American Apparel also operates a leading
wholesale business that supplies T-shirts and other casual wear to
distributors and screen printers.  In addition to its retail
stores and wholesale operations, American Apparel operates an
online retail e-commerce Web site at
http://store.americanapparel.net.

American Apparel had $329.0 million in total assets, including
$201.3 million in current assets; and $196.3 million in total
debts, including $172.1 million in current debts as of
September 30, 2008.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
American Apparel said that it violated a covenant in its SOF
Credit Agreement that prohibited it from making capital
expenditures in excess of $50 million for the fiscal year ending
December 31, 2008.  The default under the SOF Credit Agreement
also resulted in a cross default under the revolving credit
facility with LaSalle Bank.

On December 19, 2008, American Apparel, Inc., said it has entered
into amendments to its revolving credit facility and its second
lien credit facility which extend the maturities of these loans
for three months.  The amendments, which also modify certain
covenants and impose additional obligations, provide the company
with the ability to operate its business according to its plan
while continuing discussions with its lenders and other parties
regarding longer-term financing.  The Company has filed copies of
these amendments and related documentation with the Securities and
Exchange Commission on a Form 8-K, available for free at
http://researcharchives.com/t/s?3926


AMERICAN INT'L: Will Pay Unit Workers $450 Million in Bonuses
-------------------------------------------------------------
Liam Pleven at The Wall Street Journal reports that American
International Group Inc. will pay about $450 million in bonuses to
workers at its financial products unit.

WSJ relates that the $450 million in payments to those workers was
disclosed in January 2009.  The unit, says WSJ, caused AIG massive
losses and was mainly responsible for the Company's collapse in
2008.

WSJ states that AIG CEO Edward Liddy mentioned in a letter sent to
Treasury Secretary Timothy Geithner on Saturday that they met on
Wednesday to talk about "compensation arrangements" at the
financial products unit and AIG in general.  According to WSJ, Mr.
Liddy said, "Quite frankly, AIG's hands are tied."  The next
payments to the financial products unit were due on Sunday, WSJ
relates, citing Mr. Liddy.  Those payments, says WSJ, are in
addition to $121.5 million in last year's incentive bonuses that
AIG will begin paying this month to about 6,400 of its 116,000
workers.  According to the report, AIG is also making over
$600 million in retention payments to over 4,000 employees.  The
three programs could result in $1.2 billion in retention and bonus
payments, the report states.

"Outside counsel" had advised that the previously agreed payments
to the financial products unit workers are "legal, binding
obligations of AIG," and there are "serious legal, as well as
business, consequences for not paying," WSJ says, citing Mr.
Liddy.  "I do not like these arrangements and find it distasteful
and difficult to recommend to you that we must proceed with
them....  Honoring contractual commitments is at the heart of what
we do in the insurance business," the report quoted Mr. Liddy as
saying.

Citing AIG, WSJ states that the payments to the workers at the
unit were agreed to last year before the government bailout.  AIG
said that about $55 million was paid out in December 2008,
according to WSJ.

According to WSJ, Mr. Liddy said in his letter to Mr. Geithner
that AIG, in response to the Treasury official's request, is
proposing further changes to bonus proposals for the Company's
senior partners.  Mr. Liddy said that he and other top executives
will get no 2008 bonus, WSJ relates.  Mr. Liddy, says the report,
warned that AIG "cannot attract and retain the best and brightest
talent . . . if employees believe that their compensation is
subject to continued and arbitrary adjustment by the U.S.
Treasury."

WSJ reports that the $121.5 million in bonuses for 2008 will
mostly be paid in March.  According to the report, AIG's top seven
employees at the company won't get bonuses, and 40 high ranking
executives will get the bonuses in part this month and in part
later in the year.  The bonus payments will be linked to AIG's
performance in meeting goals like the implementation of parts of
the restructuring of the Company, the report states.

Top White House economic adviser Lawrence Summers described the
AIG bonuses "outrageous," but said that the government can't
simply abrogate the contracts that AIG managers had with
executives, WSJ relates.  Rep. Barney Frank, the House Financial
Services Committee chairperson, said that stricter limits should
have been put on AIG from the start of the government bailout, WSJ
states.  The Obama administration has "gotten tougher" on banks
and other companies seeking bailouts than the Bush administration
was, the report says, citing Mr. Frank.

  Counterparties to CDS, GIA & Securities Lending Transactions

AIG, recognizing the importance of upholding a high degree of
transparency with respect to the use of public funds, is
disclosing information identifying certain credit default swap
counterparties, municipal counterparties, and securities lending
counterparties.  Before disclosing this information, AIG consulted
with the Federal Reserve about the potential public benefit of
counterparty disclosure and the potential that the disclosure
would cause competitive harm to the Company or its counterparties.

Severe valuation losses on the super senior multi-sector credit
default swap portfolio of AIG Financial Products Corp. (AIGFP)
triggered collateral provisions in the swap contracts, creating a
liquidity crisis for AIG in September 2008.  The Federal Reserve
Bank of New York (FRBNY) provided an emergency $85 billion loan to
AIG to meet short-term cash needs.  The aid received by AIG helped
avoid severe financial disruptions by providing liquidity to
important financial institutions and municipalities.

Using funds from the emergency loan, financial counterparties
received a total of $22.4 billion in collateral relating to CDS
transactions from AIGFP between September 16, 2008, and
December 31, 2008.  This amount represents funds provided to those
counterparties after the date on which AIG began receiving
government assistance.  The counterparties received additional
collateral from AIG prior to September 16, 2008.  These
counterparties are listed at attachment A at:

             http://ResearchArchives.com/t/s?3a50

On November 10, 2008, AIG and the FRBNY established Maiden Lane
III, a financing entity, to purchase the securities underlying
certain CDS contracts from the counterparties to such contracts,
allowing the cancellation of the contracts.  The payments that
Maiden Lane III made to the counterparties are listed at
attachment B.

Municipalities in the states listed on Attachment C received a
total of $12.1 billion from AIGFP between September 16, 2008, and
December 31, 2008, in satisfaction of Guaranteed Investment
Agreement (GIA) obligations.  GIAs are structured investments with
a guaranteed rate of return.  Municipalities typically use GIAs to
invest the proceeds from bond issuances until the funds are
needed.

Public aid was also used to satisfy obligations to financial
counterparties related to AIG's securities lending operations.
Securities lending counterparties listed on Attachment D received
$43.7 billion from September 18, 2008, to December 31, 2008.

AIG has used the balance of the public aid it received during that
time period for other purposes, including the funding of Maiden
Lane II and III, debt repayment and capital support for some of
its businesses.

Mr. Liddy said that the counterparty and collateral information
show that billions in government assistance flowed to dozens of
financial counterparties and municipalities during a time of acute
stress in the economy.

Mr. Liddy emphasized that AIG's disclosure of the counterparties
does not change AIG's commitment to maintaining the
confidentiality of its business transactions.  "Our decision to
disclose these transactions was made following conversations with
the counterparties and the recognition of the extraordinary nature
of these transactions," Mr. Liddy said.

                   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 September 8, 2008, to
$4.76 on September 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 September 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 September 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since September 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 September 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 September 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.


APARTMENT INVESTMENT: S&P Puts 'BB+' to WatchNeg From Stable
------------------------------------------------------------
Standard & Poor's Ratings Services recently took rating actions on
10 U.S. real estate investment trusts: S&P lowered its ratings on
two companies and placed S&P's ratings on nine companies on
CreditWatch with negative implications.  These actions affect
roughly 16% of S&P's rated 62-company universe and were prompted
by continued constrained access to debt and equity capital for
many REITs and S&P's concern that sharply deteriorating economic
conditions will result in greater pressure on portfolio-level cash
flows than previously contemplated.

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

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

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

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

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

                       Creditwatch Listings

                           Property
                           Focus        To                  From
                           --------     --                  ----
   Apartment Investment &
    Management Co.         Multifamily   BB+/Watch Neg
BB+/Stable

   BRE Properties Inc.     Multifamily   BBB/Watch Neg
BBB/Stable

   Capital                 Net Lease
    Automotive LLC        (auto)         BB/Watch Neg       BB/Neg

   Colonial Properties     Multifamily   BBB-/Watch Neg     BBB-
/Neg

   Developers Diversified
    Realty Corp.           Retail        BBB-/Watch Neg     BBB-
/Neg

   Hospitality
    Properties Trust       Net Lease
                          (hotel)        BBB/Watch Neg
BBB/Neg

   ProLogis                Industrial    BBB-/Watch Neg     BBB-
/Neg

   UDR Inc.                Multifamily   BBB/Watch Neg
BBB/Stable

                             Rating Changes

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


APPALACHIAN OIL: Closes Convenience Store in Virginia
-----------------------------------------------------
The Bristol Herald Courier reports that Appalachian Oil Co. has
closed its convenience store in Virginia, after months of
struggling to stay in business.

As reported by the Troubled Company Reporter on March 11, 2009,
the Hon. Marcia Parsons of the U.S. Bankruptcy Court for the
Eastern District of Tennessee allowed Appalachian Oil to use cash
collateral to pay workers, overdue health insurance premiums, and
utility deposits.  Appalachian Oil paid its 451 workers on Monday.
Titan Global CEO Bryan Chance assured U.S. Trustee Patricia Foster
that he and his team are near at securing "debtor in possession"
financing so that Appalachian Oil can reorganize and put gas and
products back into its 58 stores.  Ms. Foster asked whether Titan
Global was considering selling the stores if the DIP financing
didn't come through.

"We would entertain that, but I don't think given the financial
climate we're in it would achieve the desired outcome for [secured
creditor] Greystone Business Credit or the unsecured creditors,"
Convenience Store News reports quoted Mr. Chance as saying

                    About Appalachian Oil

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

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


ATHEROGENICS INC: Disclosure Statement Hearing Set for March 31
---------------------------------------------------------------
Atherogenics Inc. will present the disclosure statement to its
proposed Chapter 11 plan to the U.S. Bankruptcy Court for the
Northern District of Georgia on March 31, 2009, at 11:00 a.m.

At the hearing, the Court will consider whether the Disclosure
Statement contains adequate information necessary for creditors to
make an informed judgement of the Chapter 11 plan filed on
Feb. 11, 2009.

Upon obtaining approval of the Disclosure Statement, the Debtor
intends to solicit support, and confirmation, of the Plan based on
this schedule:

  -- April 1, 2009, record date for determination of
     creditor/equity holder status;

  -- April 6, 2009, deadline for mailing solicitation packages;

  -- April 10, 2009, deadline for newspaper publication;

  -- May 5, 2009, deadline for receipt of ballots;

  -- May 5, 2009, deadline for objections to plan confirmation;

  -- May 5, 2009, deadline for filing Rule 3018(a) motions;

  -- May 11, 2009, deadline for submission of tabulation report;

  -- May 12, 2009, hearing on Rule 3018(a) motions; and

  -- May 12, 2009, plan confirmation hearing.

The Debtor believes that the Plan, which provides for the sale of
its non-cash assets through an auction process, would best serve
the interests of creditors, and provides a substantially greater
return to holders of Claims than would a liquidation under Chapter
7 of the Bankruptcy Code.

In line with this objective, the Debtor has retained Merriman
Curhan Ford & Co. to conduct an extensive marketing effort in
order to identify potential purchasers or investors.

                           Plan Summary

Pursuant to the Plan, all property of the Debtor and its Estate,
including Cash, will vest automatically in the Post-Confirmation
Debtor and the Liquidating Fund on the Plan's Effective Date, free
and clear of all liens, claims, and interests.  A Liquidating
Agent will be appointed to administer any assets in the
Liquidating Fund and to make distributions to holders of claims
pursuant to the terms of the Plan.

The Post-Confirmation Debtor will be vested with all of the
Debtor's previously unsold assets (including its Causes of
Action), which will be administered, liquidated, prosecuted,
settled, and enforced under the direction and control of the
Liquidating Agent.

The Debtor will continue to exist after the Effective Date as a
separate corporate entity, pursuant to an Amended Certificate of
Incorporation and an Amended By Laws, pending the subsequent
dissolution of the Post-Confirmation Debtor after the Final
Distribution Date.

                 Classes and Treatment of Claims

The Plan segregates the various claims against and interests into
nine separate classes:

  Class        Description                   Treatment
  -----     ---------------------    ----------------------------
   1       Secured Claims           Unimpaired; Deemed to Accept

   2       Priority Claims          Unimpaired; Deemed to Accept

   3       2008 Note Holder         Impaired; Entitled to Vote
           Claims

   4       2011 Note Holder         Impaired; Entitled to Vote
           Claims

   5       2012 Note Holder         Impaired; Entitled to Vote
           Claims

   6       General Unsecured        Impaired; Entitled to Vote
           Claims

   7       Rejection Damages        Impaired; Entitled to Vote
           Claims

   8       Unsecured Convenience    Impaired; Entitled to Vote
           Claims

   9       Interests                Impaired; Deemed to Reject

Ballots will be furnished only to holders of claims in Classes 3,
4, 5, 6, 7, and 8 for the purpose of soliciting their votes on the
Plan.  Classes 1, 2, and 3 are unimpaired and are, therefore,
deemed to accept the Plan.  Holders of Interests in Class 9 will
not receive or retain any property under the Plan of account of
such Interests and are, therefore, deemed to reject the Plan and
are not entitled to vote.

Pursuant to the Plan, holders of General Unsecured Claims under
Class 6, holders of 2008 Convertible Notes under Class 3, holders
of 2011 Convertible Notes under Class 4, holders of 2012
Convertible notes under Class 5, and holders of Rejection Damages
Claims under Class 7 will all receive on the Initial Distribution
Date and continuing on each subsequent Distribution Date up to and
including the Final Distribution Date a pro rata Distribution of
any available Liquidation Proceeds that remain after the payment
and satisfaction of Allowed Administrative Expense Claims, Allowed
Priority Tax Claims, Allowed Gap Period Claims, and Allowed Claims
in Classes 1, 2 and 8, subject to Retained Proceeds.

Holders of Unsecured Convenience Claims under Class 8 will
receive, on either (i) the first Distribution Date after the
applicable Claims Objection Deadline has occurred, if no objection
to such Claim has been timely filed or (ii) the first Distribution
Date after the date on which any objection to such Unsecured
Convenience Claim is settled, withdrawn or overruled pursuant to a
Final Order of the Bankruptcy Court, in full and final
satisfaction of such Holder's Allowed Class 8 Claim, a one-time
Cash payment in an amount equal to [_] percent ([_]%) of the
Holder's Allowed Class 8 Claim.

All Interests of the Debtor that are held by a person other than
the Debtor, if any, will be deemed cancelled and extinguished.
Holders of Class 9 interests will not receive any Distribution on
account of such Interests.

           "Cramdown" Provision of the Bankruptcy Code

Assuming that at least one Impaired Class votes to accept the
Plan, the Debtor intends to invoke Section 1129(b) of the
Bankruptcy Code, which permits the confirmation of a plan
notwithstanding the non-acceptance by one or more impaired classes
of Claims or Interests.  Under this provision of the Bankruptcy
Code, a plan may be confirmed if (a) the plan has been accepted by
at least one impaired class of claims and (b) the Court determines
that the plan does not discriminate unfairly and is "fair and
equitable" with respect to the non-accepting classes.

A full-text copy of Atherogenics, Inc.'s Disclosure Statement
explaining its Chapter 11 Plan is available at:

  http://bankrupt.com/misc/Atherogenics.DisclosureStatement.pdf

                      About AtheroGenics Inc.

Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development program.

On September 15, 2008, five creditors holding claims totaling
$20,413,000 pursuant to the company's 4.5% Convertible Notes Due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.;
  -- CNH CA Master Account, L.P.;
  -- Tamalpais Global Partner Master Fund, LTD;
  -- Tang Capital Partners, LP; and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On October 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).  James A. Pardo,
Jr., Esq., and Michelle Carter, Esq., at King & Spalding, LLP,
represent the Debtor as counsel.  Akin Gump, Esq., at Strauss
Hauer & Feld LLP, and Frank W. DeBorde, Esq., at Morris, Manning &
Martin, LLP, represent the Official Committee of Unsecured
Creditors as counsel.  The Debtor selected Administar Services
Group LLC as Claims Agent.

As reported in the Troubled Company Reporter on Feb. 21, 2009, at
December 31, 2008, the Debtor had total assets of $51,659,219,
total liabilities of $307,171,466, and a stockholders' deficit of
$255,512,247.


ATHEROGENICS INC: Selects Stalking Horse Bidder for AGI-10167
-------------------------------------------------------------
Atherogenics Inc. asks the U.S. Bankruptcy Court for the Northern
District of Georgia to approve auction procedures for its primary
non-cash assets AGI-10167, an antioxicant and anti-inflammatory
drug candidate.

The Debtor proposes to sell its assets on an expedited basis.  The
Debtor proposes:

  -- a March 23, 2009 deadline to submit bids.

  -- a sale hearing then an auction on March 24, 2009.

The Debtor is now in talks with King & Spalding LLP, designated
stalking-horse bidder, regarding the sale of its assets.  The
parties are nearing an agreement that will provide for these
terms:

  -- Purchase Price: $2,000,000, paid in immediately available
     funds at closing;

  -- Purchased Assets: substantially all of the Debtor's assets
     other than cash;

  -- Assumed Liabilities: include "cure" payments under assumed
     contracts and certain pro-rated costs, expenses and
     liabilities;

  -- Deposit: $200,000, tendered on the execution date of the
     Agreement; and

  -- Post-Closing Indemnification: none.

Competing bidders must submit an initial overbid plus a $200,000
deposit before the bid deadline to (i) AtheroGenics, Inc., 8995
Westside Parkway, Alpharetta, Georgia 30004, Attention: Joseph M.
Gaynor, Jr.; (ii) King & Spalding LLP, 1180 Peachtree Street,
Atlanta, Georgia 30309, Attention: Paul Ferdinands, counsel for
the Debtor; (iii) Office of the United States Trustee, 75 Spring
Street, S.W., Atlanta, Georgia 30303; and (iv) Akin Gump Strauss
Hauer & Feld, LLP, One Bryant Park, New York, New York 10036,
Attention: David A. Botter, counsel for the Official Committee of
Unsecured Creditors.

King & Spalding will receive $200,000 break-up fee in the event
the Debtor consummates the sale to another party as bid
protections.

The sale will enable it to preserve and maximize the value of the
assets for the benefit of its creditors, the Debtor says.

A full-text copy of the Debtor's asset purchase agreement is
available for free at: http://ResearchArchives.com/t/s?3a48

Merriman Curhan & Ford Co. was retained by the Debtor to assist
marketing its assets.

                        About Atherogenics

Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development program.

On September 15, 2008, five creditors holding claims totaling
$20,413,000 pursuant to the company's 4.5% Convertible Notes Due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.;
  -- CNH CA Master Account, L.P.;
  -- Tamalpais Global Partner Master Fund, LTD;
  -- Tang Capital Partners, LP; and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On October 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).  James A. Pardo,
Jr., Esq., and Michelle Carter, Esq., at King & Spalding, LLP,
represent the Debtor as counsel.  Akin Gump, Esq., at Strauss
Hauer & Feld LLP, and Frank W. DeBorde, Esq., at Morris, Manning &
Martin, LLP, represent the Official Committee of Unsecured
Creditors as counsel.  The Debtor selected Administar Services
Group LLC as Claims Agent.

As reported in the Troubled Company Reporter on Feb. 21, 2009, at
December 31, 2008, the Debtor had total assets of $51,659,219,
total liabilities of $307,171,466, and a stockholders' deficit of
$255,512,247.


BALTIMORE OPERA: Board to Seek Opera's Liquidation Under Ch. 7
--------------------------------------------------------------
The Associated Press reports that the Baltimore Opera Company's
board of trustees will seek for the Company's liquidation under
Chapter 7 of the U.S. Bankruptcy Code.

Citing Baltimore Opera General Manager M. Kevin Wixted, The AP
states that the Company didn't have enough money to continue
operations.  Baltimore Opera would never get ahead and could never
raise enough money to have one season of opera, the report says,
citing Mr. Wixted.  Baltimore Opera board chairperson Allan Jensen
said that the economy made it impossible to make significant
progress in keeping the Company operating, according to the
report.

The AP relates that the board wants sell off Baltimore Opera's
assets, including costumes, equipment, warehouse, and scenery and
use the proceeds to pay creditors.

Baltimore Opera -- http://www.baltimoreopera.com-- held opera
shows in Baltimore, Maryland.  Michael Harrison is the Company's
artistic director.  The Baltimore Opera Co. filed for Chapter 11
protection before the U.S. Bankruptcy Court for the District of
Maryland on December 10, 2008.


BEARINGPOINT INC: Court Set April 17 as Claims Bar Date
-------------------------------------------------------
The Hon. Robert E. Gerber the United States Bankruptcy Court for
the Southern District of New York set April 17, 2009, at 5:00 p.m.
(Eastern Time) as the deadline for creditors of BearingPoint Inc.
and its debtor-affiliates, and all governmental units to file
proofs of claim that arose prior before the Debtors' bankruptcy
filing.

Proofs of claim must be at any of these addresses:

A. If by overnight courier or hand delivery to:

   The Garden City Group Inc.
   Attn: BearingPoint Inc.
   105 Maxess Road
   Melville, New York 11747

B. If by first-class mail, to:

   The Garden City Group, Inc.
   Attn: BearingPoint, Inc.
   P.O. Box 9000 #6525
   Merrick, New York 11566

C. Or if by hand delivery to:

   United States Bankruptcy Court, SDNY
   One Bowling Green, Room 534
   New York, New York 10004

                      About BearingPoint Inc.

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

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

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


BEARINGPOINT INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
BearingPoint Inc. and its debtor-affiliates filed with the United
States Bankruptcy Court for the Southern District of New York
their schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------            ------------  -------------
  A. Real Property
  B. Personal Property           $463,865,993
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $407,324,602
  E. Creditors Holding
     Unsecured Priority
     Claims                                    $763,497,300
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                  -----------   ------------
     TOTAL                       $463,865,993 $1,170,821,902

A full-text copy of the Debtor's schedules of assets and
liabilities, is available at:

                http://ResearchArchives.com/t/s?3a47

                      About BearingPoint Inc.

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

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

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


BEAZER HOMES: Difficult Market Cues Fitch's Junk Ratings
--------------------------------------------------------
Fitch Ratings has downgraded Beazer Homes USA, Inc.'s Issuer
Default Rating and other outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';
  -- Secured revolving credit facility to 'B+/RR1' from 'BB-/RR1'.
  -- Senior notes to 'CC/RR5' from 'CCC+/RR5';
  -- Convertible senior notes to 'CC/RR5' from 'CCC+/RR5';
  -- Junior subordinated debt to 'C/RR6' from 'CCC-/RR6'.

The Rating Outlook is Negative.

The Recovery Rating of 'RR1' on Beazer's secured revolving credit
facility indicates outstanding recovery prospects for holders of
this debt issue.  The 'RR5' on Beazer's senior unsecured notes
indicate below-average recovery prospects for holders of these
debt issues.  Beazer's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on Beazer's junior
subordinated notes indicates poor recovery prospects in a default
scenario.  Fitch applied a liquidation value analysis for these
RRs.

The downgrade reflects the current very difficult U.S. housing
market and Fitch's expectations that the housing environment
remains challenging for the remainder of the year and perhaps into
2010.  The sharply contracting economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.
The ratings changes also reflect persistent negative trends in
Beazer's operating margins and further deterioration in credit
metrics, notably leverage (with little debt reduction in recent
years and erosion in tangible net worth from non-cash real estate
charges and operating losses).

Cash flow from operations will probably sharply decline in 2009
and may shift to negative in 2010.  Real estate impairments should
moderate this year, but will persist so long as home prices
decline and the sales absorption rate shrinks.

Beazer filed its financials for fiscal year 2007 and its 2008
first and second quarter 10Qs in May 2008.  As a consequence the
company became current on all of its required SEC filings.  The
company's audit committee completed its independent investigation
and made its recommendations, which Beazer has enacted.  The
company settled with the SEC in September 2008.  Beazer is still
under investigation by the U.S. Attorney's office in the Western
District of North Carolina and other state and Federal agencies.
Civil lawsuits are also pending.

In August 2008, Beazer completed the amendment to its revolving
credit facility. As part of the amendment, the commitments under
the revolving credit facility were reduced from $500 million to
$400 million and the collateralization requirement was increased.
The credit facility is also subject to further reductions if
Beazer's tangible new worth falls below certain thresholds.  As of
Sept. 30, 2008, the facility size was reduced to $250 million as
the company's TNW fell below $350 million.  Additionally, certain
financial covenants, including leverage and interest coverage
requirements, were eliminated.  The amended credit facility
contains a TNW covenant and a new liquidity test requiring Beazer
to maintain either a minimum ratio of cash flow from operations to
interest incurred or a minimum liquidity reserve.  The potential
of further real estate impairment charges and operating losses
could prompt a breach in covenant compliance over the next 12-18
months.  At Dec. 31, 2008, there was no debt outstanding, but $56
million of letters of credit were outstanding under the revolver.
After giving effect to the amendment, Beazer had no additional
borrowing capacity under the revolver.  The company expects to add
more real estate assets to the borrowing base over the coming
months in order to increase availability under the revolver.

The company completed its fiscal 2009 first quarter (ended Dec.
31, 2008) with $436.9 million of cash on the balance sheet.
Although the company has generated $215 million of cash from
operations during the latest 12-month period (ending Dec. 31,
2008), cash from operations during the first three months of
fiscal 2009 was a negative $112 million.  For all of fiscal 2009,
Fitch expects Beazer to be slightly cash flow negative, excluding
a second-quarter tax refund of $168 million.  The company has
limited near-term debt maturities, with $180 million maturing in
May 2011.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.


BERNARD L. MADOFF: Lists Up to $826MM in Assets After Fraud Leak
----------------------------------------------------------------
Court documents say that Bernard Madoff disclosed $823 million to
$826 million in assets weeks after his Ponzi scheme was disclosed.

Chad Bray at The Wall Street Journal reports that most of
Mr. Madoff's assets came in the $700 million he valued for Bernard
L. Madoff Investment Securities.  WSJ notes that Mr. Madoff's
asses include:

     -- a mansion in Palm Beach, Fla., estimated at $11 million;

     -- half-interest in a BLM Air Charter aircraft valued at
        $12 million; and

     -- a Steinway piano valued at $39,000.

WSJ states that prosecutors said that they may seek more than
$170 billion in forfeiture, including money and property traceable
to the alleged fraud.  WSJ notes that much of that figure came
from funds investors deposited into Mr. Madoff's fraudulent
investment operation and later dispersed to other investors.  WSJ
relates that about $1 billion in assets has been recovered so far
by court-appointed trustee Irving H. Picard.

According to WSJ, many of the assets, except one of four houses,
were held in Ruth Madoff's name.

WSJ relates that almost all of the $17,031,717 in cash Mr. Madoff
said he held as of December 31, 2008, was deposited in a Wachovia
bank account owned by Mrs. Madoff, while about $21,717 was kept in
the couple's joint account at Bank of New York.

According to court documents, Mr. Madoff's New York apartment,
currently valued at $7 million, was purchased by Mrs. Madoff in
1984 for $1 million home in 2000 or 2001.  Mrs. Madoff, the court
documents say, acquired a Palm Beach residence in 1994.  In 1979,
the couple purchased a house in Montauk, New York, valued at about
$3 million, according to WSJ.  WSJ notes that these three
automobiles were also listed in Mrs. Madoff's name:

     -- a 1999 Mercedes SLK convertible,
     -- a 2001 Mercedes station wagon, and
     -- a 2004 Volkswagen Touareg.

Mr. Madoff had been free on a $10 million personal recognizance
bond under 24-hour detention and electronic monitoring at his
Upper East Side apartment since mid-December. Private security
guards also monitored the entrances to his home to prevent flight
or harm to Mr. Madoff.

Mr. Madoff, court documents say, estimated monthly expenses for
the couple's properties, including spending $140,000 for the
private security company at the New York apartment and $100,000 in
legal fees.

                     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.


BOISE INC: Moody's Cuts to 'B1' on Modest Cushion Under Covenants
-----------------------------------------------------------------
Moody's Investors Service downgraded Boise Inc.'s corporate family
rating to B1 from Ba3.  The company's other existing debt ratings
were also downgraded.  The rating action more closely aligns the
company's long-term debt ratings with expected near-to-mid term
credit metrics and anticipates continued weak demand trends within
the paper and packaging sectors, slower overall market conditions,
and volatility of the credit markets.  The outlook remains
negative.

Moody's believes the company's operating performance will continue
to be challenged by the economic slowdown, reduced demand, and
still high fiber and chemical costs.  Moody's also believes lower
prices will likely pressure operating margins in 2009, reducing
free cash flow generation and heightening leverage.  As a result,
Moody's expects the company to manage a modest cushion under its
covenant compliance with a potential need to renegotiate covenant
levels over the near term.

The B1 corporate family rating reflects the company's market
position as the third largest producer of uncoated free sheet
paper in North America and the potential for cost improvements
over the intermediate term due to recent rationalization actions
and reduced energy costs.  The negative outlook considers the
tightening financial covenants during an economic slowdown, high
leverage, input cost pressures, declining product demand, and
expected price pressure in 2009.

Moody's also affirmed the company's SGL-3 speculative grade
liquidity rating.  The rating reflects adequate liquidity, but
Moody's expects covenant compliance to be tighter over the next
four quarters with a potential need to renegotiate covenant levels
over the near term.  Boise maintains a $250 million senior secured
bank credit facility that is committed until 2013.  At December
31, 2008, aggregate outstanding amounts were $60 million, with
availability of approximately $164 million after considering
outstanding letters of credit.  The company currently has
approximately $23 million of cash on the balance sheet with
approximately $26 million of debt due in 2009 and $22 million due
in 2010.

The first lien term loans are guaranteed by operating subsidiaries
and secured by all assets of the company, which provide
substantial collateral coverage to the proposed facilities.  Thus,
the ratings are notched up from the B1 corporate family rating to
Ba3.  The second lien term loan is secured by a second priority
security interest, resulting in a two-notch differential from the
B1 corporate family rating to B3.  The two-notch downgrade of the
second lien term loan resulted from Moody's assumptions regarding
usage under the company's first lien revolver as Boise's corporate
family rating is lowered.

Ratings Downgraded:

  -- Corporate Family Rating, B1 from Ba3
  -- First Lien Secured Revolver, Ba3 (LGD3, 35%) from Ba2
  -- First Lien Secured Term Loan A, Ba3 (LGD3, 35%) from Ba2
  -- First Lien Secured Term Loan B, Ba3 (LGD3, 35%) from Ba2
  -- Second Lien Secured Term Loan, B3 (LGD5 78%) from B1

Moody's last rating action was on November 11, 2008 when Boise's
SGL rating was lowered to SGL-3 from SGL-2 and the outlook was
changed to negative from stable.

Boise Inc., headquartered in Boise, Idaho, is the third largest
North American producer in uncoated free sheet paper and has a
significant presence in the markets for linerboard, corrugated
containers, and specialty and premium paper products.


BUFFALO THUNDER: S&P Withdraws 'CCC' Ratings on Request
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
Buffalo Thunder Development Authority per the Authority's request.

                            Ratings List

                            Withdrawn

              Buffalo Thunder Development Authority

                                   To        From
                                   --        ----
      Corporate Credit Rating     NR        CCC/Negative/--
      Senior Unsecured            NR        CCC

                          NR - Not rated.


CAPITAL AUTOMOTIVE: S&P Places 'BB' Rating on Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services recently took rating actions on
10 U.S. real estate investment trusts: S&P lowered its ratings on
two companies and placed S&P's ratings on nine companies on
CreditWatch with negative implications.  These actions affect
roughly 16% of S&P's rated 62-company universe and were prompted
by continued constrained access to debt and equity capital for
many REITs and S&P's concern that sharply deteriorating economic
conditions will result in greater pressure on portfolio-level cash
flows than previously contemplated.

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

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

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

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

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

                       Creditwatch Listings

                           Property
                           Focus        To                  From
                           --------     --                  ----
   Apartment Investment &
    Management Co.         Multifamily   BB+/Watch Neg
BB+/Stable

   BRE Properties Inc.     Multifamily   BBB/Watch Neg
BBB/Stable

   Capital                 Net Lease
    Automotive LLC        (auto)         BB/Watch Neg       BB/Neg

   Colonial Properties     Multifamily   BBB-/Watch Neg     BBB-
/Neg

   Developers Diversified
    Realty Corp.           Retail        BBB-/Watch Neg     BBB-
/Neg

   Hospitality
    Properties Trust       Net Lease
                          (hotel)        BBB/Watch Neg
BBB/Neg

   ProLogis                Industrial    BBB-/Watch Neg     BBB-
/Neg

   UDR Inc.                Multifamily   BBB/Watch Neg
BBB/Stable

                             Rating Changes

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


CANWEST MEDIA: DBRS Junks Issuer Rating, Under Review-Negative
--------------------------------------------------------------
Dominion Bond Rating Service has downgraded Canwest Media Inc.'s
Issuer Rating to C from CCC along with its various debt instrument
ratings.  At the same time, DBRS has downgraded Canwest Media's
wholly owned subsidiary, Canwest Limited Partnership (Canwest LP).
Canwest LP's Issuer Rating has been downgraded to C (high) from
CCC (high) along with its various debt instrument ratings.

All ratings remain Under Review with Negative Implications,
pending the outcome of a recapitalization of Canwest Global
Communications Corp.  The ratings were originally placed Under
Review -- Negative following DBRS's previous downgrade of Canwest
LP and Canwest Media on February 23, 2009.

DBRS notes that while Canwest Media and its secured bank debt
lenders have agreed to extend a waiver on certain covenants under
its credit facility until April 7, 2009 (the previous waiver
expired March 11, 2009), the Company has indicated that it will
not make its March 15, 2009 interest payment on its 8% senior
subordinated notes (approximately $30.4 million) and has commenced
discussions with an ad hoc committee of these noteholders.

DBRS notes that this committee represents a majority of the
Company's $761 million of notes outstanding with Canwest Media
having a 30 day cure period (which would end on April 14, 2009) to
make this interest payment before these noteholders can issue a
default notice.

Canwest Media believes that discussions with these noteholders are
aimed at allowing sufficient time to recapitalize Canwest in a
manner that is satisfactory to all of its stakeholders, including
its senior lenders and noteholders.  As such, today's downgrade
reflects DBRS's expectation that a recapitalization could include
both Canwest Media and Canwest LP (and possibly other entities
within Canwest).  DBRS notes that Canwest Media's probability of
default is greater than that of Canwest LP, hence its Issuer
Rating is rated lower at C versus Canwest LP's C (high) Issuer
Rating.

The recovery rating for Canwest Media's Secured Bank debt remains
unchanged at RR1 indicating anticipated recovery prospects of
between 90% to 100%.  As a result the Secured Bank Debt rating has
been lowered to CC from B which remains three notches above
Canwest Media's C Issuer Rating.  Furthermore, the recovery rating
on Canwest Media's Senior Subordinated Notes remains unchanged at
RR5 indicating anticipated recovery prospects of between 10% to
30%.  As a result, the Senior Subordinated Notes rating of Canwest
Media has been lowered to C (low) from CCC (low) which remains one
notch below Canwest Media's C Issuer Rating.

For Canwest LP, the recovery rating remains unchanged at RR3
indicating anticipated recovery prospects of between 50% to 70%.
As a result the Secured Bank Debt rating has been lowered to CC
(low) from B (low) which remains one notch above Canwest LP's C
(high) Issuer Rating.  Additionally, the recovery rating of
Canwest LP's Senior Subordinated Notes remains unchanged at RR6.
As a result, the Senior Subordinated Notes rating of Canwest LP
has been lowered to C (low) from CCC (low) which remains two
notches below Canwest LP's C (high) Issuer Rating.

As part of its review, DBRS expects to continue to monitor
Canwest's negotiations in terms of a recapitalization and its
obligations to make its interest payments at all borrowing levels.
DBRS expects its ratings at Canwest Media and/or Canwest LP will
be lowered to a D rating (indicating a default) at the earlier of:
(a) a default either during or following the expiry of any cure
period; or (b) a formalized recapitalization plan where principal
and interest obligations are compromised; or (c) the initiation of
a formal bankruptcy proceeding.


CASCADES INC: DBRS Assigns BB (high) Issuer Rating
--------------------------------------------------
Dominion Bond Rating Service assigned Cascades Inc. an Issuer
Rating of BB (high) and has confirmed its Senior Unsecured Debt at
BB (high).  The trend has been changed to Negative.  Pursuant to
DBRS's Leveraged Finance rating methodology, a recovery rating of
RR4 (30% to 50% recovery) has been assigned to the Company's
Senior Unsecured Debt, which corresponds to the BB (high) rating.

The Company's value-added packaging, specialty product sales mix
and high containerboard converting integration levels (a strategy
that has improved earnings stability through industry cycles
relative to producers with a larger proportion of commodity
products and limited integration) reduces business risk.  In
addition, a large and comparatively stable earnings contribution
from Cascades' tissue business provides a counterbalance to the
commodity products businesses, further enhancing the Company's
business profile.  However, leverage is high for a company with
cyclical product lines, and debt and cash flow coverage ratios are
expected to remain weak in 2009, keeping financial risk at high
levels.  The change to a Negative trend reflects the fact that the
Company's credit profile is weak for the current rating.  In
addition, near-term market conditions do remain challenging.  A
slower-than-expected U.S. economy, a reversal in recent Canadian
dollar weakness, and the chance that industry supply management
efforts may not be sufficient to stabilize paper prices could put
more pressure on the Company's operating performance.  In the
event that Cascades cannot stabilize its financial performance and
credit metrics continue to deteriorate from current levels, the
current rating would be at risk.

Despite the Company's positive business aspects, its current
credit metrics reflect challenging industry conditions.  Product
price increases were obtained in each of the Company's business
segments in 2008.  However, rising raw material costs (primarily
recycled fibre and commercial pulp), high energy and energy-
related prices, and strength in the Canadian dollar offset most of
the benefits of higher product prices in the first half of 2008.
In the near term, the earnings and cash flow outlook is neutral,
as widespread supply management tactics are expected to limit
recent commodity containerboard product price erosion.  Average
annual containerboard prices in 2009 are expected to be close to
the average attained in 2008.  Tissue and specialty packaging
product prices are expected to stabilize in 2009. Although weaker
market conditions will lead to lower sales volumes in 2009, stable
average annual product prices and reduced operating costs are
expected to translate into earnings and cash flows that are close
to levels seen in previous years.  Profit initiatives, including
the closure of uncompetitive mills/machines and non-core asset
divestitures, are also expected to benefit earnings.

Coincident with relatively stable earnings and cash flows, debt
levels and credit metrics are not expected to substantially change
from levels recorded in the last twelve months.  Capex is expected
to be $100 million substantially less than depreciation in 2009
and cash flow from operations should be more than sufficient to
fund capital expenditures next year.  Although free cash flow is
expected to be positive, it is unlikely to be sufficient to
produce a major improvement in the financial profile. As a result,
leverage is forecasted to remain high.  There are no significant
debt repayments in the next two years, which provides the Company
with the flexibility to focus on operating cash requirements.
Cascades had cash and available credit facilities of approximately
$300 million at December 31, 2008.  Hence short-term liquidity is
not a problem.  Cascades has evolved into a strong industry player
through a series of successfully integrated acquisitions.  Despite
challenging industry conditions, the Company has generated
positive earnings and funded operations internally, in contrast to
the large net losses and free cash flow deficits experienced by
many of its paper industry peers.  As a result, the Company is
well positioned to grow earnings and cash flows when industry
conditions improve.

DBRS has simulated a default scenario for Cascades in order to
analyze the potential recovery for the Company's senior unsecured
debt in the event of default.  The scenario assumes a prolonged
period of severe economic conditions, regardless of how
hypothetical or unlikely the conditions may be, in which product
demand and prices plummet.  EBITDA quickly declines and turns
negative over the forecasted period.  DBRS assumes that the
Company would be reorganized as a going concern in the event of
default, and has derived a recovery rating of RR4 for the senior
unsecured debt.  RR4 corresponds to recovery prospects of between
30% and 50% for senior unsecured debtholders.


CATALYST PAPER: DBRS Assigns 'BB' Issuer Rating, Negative Trend
---------------------------------------------------------------
Dominion Bond Rating Service has assigned Catalyst Paper
Corporation an Issuer Rating of BB and confirmed its Senior Debt
at BB, both with a Negative trend. Pursuant to DBRS's Leveraged
Finance Rating Methodology, a recovery rating of RR4 (30% to 50%)
has been assigned to the Company's Senior Debt, which corresponds
to the BB rating.

Catalyst has performed slightly better than expected and corporate
earnings are forecasted to remain close to 2008 levels, despite
weak market conditions.  The retention of a Negative trend
reflects the potential that the Company's credit profile will
weaken over the near term, mainly related to a slower-than-
expected U.S. economy, a reversal in recent Canadian dollar
weakness and the chance that industry supply management efforts
may not be sufficient to stabilize paper prices.  Despite the
improvement in earnings, cash flows and credit metrics in 2008,
the Company's credit ratios are aggressive for the rating.  In the
event that Catalyst generates weaker earnings and cash flows in
the near term, and credit metrics deteriorate from current levels,
the rating could come under pressure.

Earnings are expected to be pressured in 2009.  Widespread
capacity curtailments are expected to stabilize paper prices in
the near term, resulting in higher average annual paper prices in
2009 compared to the previous year.  A lower Canadian dollar and
reduced energy, chemical and transportation costs will positively
impact operating costs.  Slightly higher newsprint and directory
paper earnings (generated by higher average annual prices and a
full year contribution from the acquired Snowflake, Arizona
newsprint mill) and lower freight and raw material costs in all
paper product lines are expected to offset weaker contributions
from market pulp.

However, a severe economic recession could temporarily negate the
ability of the industry and the Company to manage supply. Rapidly
declining demand and pricing would result in sharply lower
earnings and cash flows, adding pressure to the rating, mainly
related to the impact on cash flow.

Capex is forecasted to be substantially below depreciation in 2009
-- a strategy that will positively impact cash generation. The
Company is committed to stemming cash outflows by curtailing
production when operating costs fall below break-even levels, a
strategy that will conserve cash until market conditions rebound.
The Company is well positioned to weather an extended period of
weak market conditions.  There are no significant debt repayments
until 2011, which provides the Company with the flexibility to
focus on operating cash requirements.  Catalyst had cash and
available credit facilities of $180 million at December 31, 2008.
Hence, short-term liquidity is not a problem.


CERTIFICHECKS INC: South Kingstown Chamber to Accept Gift Checks
----------------------------------------------------------------
Liz Boardman at South County Independent reports that the Board of
the South Kingstown Chamber of Commerce has decided to continue to
accept CertifiChecks, Inc.'s gift checks.

As reported by the Troubled Company Reporter on March 3, 2009,
CertifiChecks ceased operations, blaming an extremely difficult
economic environment.  CertifiChecks stopped administering gift
certificate programs and has stopped its gift certificate sales.

WCSI reports that CertifiChecks filed for Chapter 7 bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of Ohio, leaving many local businesses and residents wondering
what to do with the certificates from CertifiChecks.

According to WCSI, Columbus Area Chamber of Commerce President
Jack Hess said, "Retailers and restaurants -- don't accept them as
a form of payment."

WCSI quoted Seymour Chamber of Commerce president Bill Bailey as
saying, "Any individual who is holding a CertifiChecks gift
certificate should come into the Chamber so we can make a photo
copy of it."  WCSI relates that chamber merchants will continue
accepting the checks for purchases but must redeem them at the
South Kingstown Chamber office.

CertifiChecks, Inc. -- http://www.certifichecks.com/-- is
headquartered in Dayton, Ohio serving consumers and merchants
nationwide.  Its gift certificate offers business merchants
redemption, similar to a bank check.  CertifiChecks has developed
a customizable gift certificate that processes like a check
through the national Federal Reserve banking system.  Each gift
certificate is customer personalized and merchant branded.


CHARLES RIVER: Moody's Gives Neg. Outlook; Affirms 'Ba1' Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Charles
River Laboratories International, Inc. to negative from stable.
At the same time, Moody's affirmed the ratings including the Ba1
Corporate Family Rating and Probability of Default ratings and the
Speculative Grade Liquidity Rating of SGL-2.

The change in outlook to negative reflects Moody's belief that
Charles River faces several headwinds over the intermediate-term,
resulting in lowered expectations for revenue and operating
margins.  Macroeconomic and industry-specific factors have led to
a deceleration in demand from biopharmaceutical companies.
Further, significant announced consolidation among Charles River's
customers could lead to project delays and cancellations during
the integration period.  The negative outlook also reflects
Moody's belief that increased capacity in the CRO industry could
lead to meaningful pricing pressure during this period of
diminished demand. Increased capacity, combined with the high
fixed cost nature of the business, is likely to result in
considerable margin compression over the intermediate term.

The Ba1 Corporate Family Rating is supported by Charles River's
leading market positions in its core markets, good geographic and
customer diversity, strong operating cash flow generation and
moderate financial policies.  The SGL-2 rating is supported by the
expectation for improved free cash flow generation in 2009 due to
reduced capital expenditures, $244 million in unrestricted cash
and ample cushion on financial covenants.

For further information, see Charles River's Credit Opinion on
Moodys.com.

Ratings Affirmed:

  -- Corporate Family Rating, Ba1

  -- Probability of Default Rating, Ba1

  -- Speculative Grade Liquidity Rating, SGL-2

  -- Senior Secured $200 million Revolving Credit Facility due
     2011, Baa3 (LGD2, 20%)

  -- Senior Secured $156 million Term Loan facility ($85.8 million
     outstanding at 12/27/2008) due 2011, Baa3 (LGD2, 20%)

  -- Outlook to negative from stable

The last rating action was August 11, 2008 when Moody's downgraded
the Speculative Grade Liquidity rating to SGL-2 from SGL-1.

Charles River Laboratories International, Inc., headquartered in
Wilmington, Massachusetts, is a contract research organization
that provides research tools and services for drug discovery and
development.  The company's revenues are evenly split between the
Research Models and Services business, involving the commercial
production and sale of animal research models; and the Preclinical
Services business, involving the development and safety testing of
drug candidates.  The company reported revenues of $1.3 billion
for the twelve months ended December 27, 2008.


CHC HELICOPTER: S&P Downgrades Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Vancouver-based CHC Helicopter Inc. to
'B+' from 'BB-' and its issue level rating on the company's senior
subordinated notes to 'B-' from 'B'.

The ratings reflect S&P's assessment of CHC Helicopter's business
risk profile and financial risk profile.  At the same time, S&P
removed all ratings from CreditWatch with developing implications,
where they were placed Feb. 22, 2008.  As noted in S&P's February
2008 release, the ratings for CHC were originally placed on
CreditWatch pending details from the company regarding the then
future capital structure of CHC following its acquisition by funds
managed by First Reserve Corp. S&P has now resolved the
CreditWatch following S&P's review of CHC's post-acquisition
capital structure and business plan.  The outlook is stable.

At the same time S&P withdrew all ratings upon the Company's
request.


CITIGROUP INC: Will Nominate Four Financial Experts to Board
------------------------------------------------------------
Citigroup Inc. will nominate four financial experts, including two
former bank chief executives, to join the Company's board of
directors, David Enrich, Robin Sidel, and Joann S. Lublin at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, federal officials have been pressuring Citigroup
Chairperson Richard Parsons to oust some longtime directors and
recruit new ones.  WSJ notes that Citigroup has been trying to
attract new directors to its board, but potential candidates have
been reluctant.  WSJ, citing a person familiar with the matter,
states that Citigroup has tried to overcome the snags by pitching
the director slots as a "national obligation."


Citing the sources, WSJ relates that these are the possible
recruits:

     -- former U.S. Bancorp CEO Jerry Grundhofer, who previously
        turned down overtures by Citigroup;

     -- former Bank of Hawaii Corp. CEO Michael O'Neill,; and

     -- former co-head of bond-giant Pimco, William S. Thompson.

Citigroup, according to WSJ, would add at least one more director
with a risk-management background, likely a finance professor.

WSJ states that the nominations will be subject to a shareholder
vote.  Citigroup, WSJ says, would disclose the boardroom changes
this week, when it files its annual proxy statement with
securities regulators.  Citing people familiar with the matter,
WSJ relates that Citigroup would disclose the retirement of
current directors Kenneth Derr and Franklin Thomas.  WSJ notes
that three other Citigroup directors have said that they will step
down.

                       About Citigroup

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

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


CMP SUSQUEHANNA: S&P Downgrades Corporate Credit Rating at 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CMP Susquehanna Radio Holdings Corp. to 'CC' from
'CCC+'.  In addition, S&P lowered the issue-level rating on the
company's 9.875% senior subordinated notes due 2014 to 'C' from
'CCC-'.  The corporate credit rating and all issue-level ratings
on CMP Susquehanna, including the 'CCC+' rating on the company's
$800 million secured credit facilities, remain on CreditWatch with
negative implications.

These actions follow the company's announcement that it is
offering to exchange up to $15 million of new variable-rate senior
subordinated notes, $35 million of series A preferred stock, and
warrants exercisable for up to 40% of the outstanding common stock
for the company's existing senior subordinated notes.  The new
senior subordinated notes and preferred stock represent up to 27%
of the par value of the 9.875% senior subordinated notes.  S&P has
assumed a minimal value of the warrants.  As a result, and given
S&P's previously stated concern that S&P believes the company
could face difficulty in maintaining covenant compliance over the
near term, S&P views the exchanges as being tantamount to default
given the distressed financial condition of the company.  Upon
consummation of the transactions, S&P expects to lower the 9.875%
senior subordinated notes rating to 'D' and the corporate credit
rating to 'SD' (selective default).  As soon as is possible
thereafter, S&P will reassess CMP's capital structure and assign
new ratings.

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

The exchange offer, if successful, should enable the company to
improve its headroom under its total leverage covenant at a time
when radio broadcasters' revenues are declining steeply.  The
company would likely have greater capacity to weather the current
recession over at least the next couple of quarters.  However,
CMP's ability to successfully meet covenants over the intermediate
term would still rely on a substantial moderation of the recent
advertising revenue declines and/or further reduction in debt, as
the leverage covenant steps down three times in 2009, from 10.5x
at the end of 2008 to 9.5x at the end of 2009.  EBITDA declined
23% in the quarter ended Sept. 30, 2008.  If declines of this
magnitude continue or accelerate in 2009, S&P believes that the
company would likely violate covenants in the second half of the
year even if the deleveraging exchange offer is successful.

The ratings are on CreditWatch with negative implications. Upon
consummation of the transaction, S&P expects to lower the
corporate credit rating to 'SD' (selective default).  As soon as
possible thereafter, S&P will reassess the company's financial
profile and assign a new rating.  It is S&P's preliminary
expectation that, in the event the exchange is successful, S&P
will raise the corporate credit rating back to 'CCC+', barring
unanticipated developments that would meaningfully change S&P's
current view of the company's credit profile and business
prospects.  The revised capital structure would improve covenant
headroom, but covenant compliance, particularly the total leverage
covenant, could still come under pressure in the second half of
2009.  If the transaction is not consummated, S&P would expect to
raise the corporate credit rating to 'CCC', because without the
benefit of leverage reduction that it would gain from the debt
exchange, the company, in S&P's view, would have an imminent need
to amend the bank facilities in order to avoid a covenant breach.


CST INDUSTRIES: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of CST Industries,
Inc. (including the B2 corporate family rating).  The rating
outlook was revised to negative from stable.

The negative outlook reflects Moody's concerns about CST's ability
to comply with its financial covenants under the first lien credit
agreement and the potential impact on CST of softness in certain
of its industrial end markets.  Moody's believes that
deteriorating economic conditions could pressure credit metrics
and may require the company to obtain covenant relief during the
first half of the year.  Notwithstanding the impact of financial
covenants which have stepped down since the first lien facility
was originally put in place, adequate liquidity is provided by a
healthy cash balance and an undrawn $20 million revolving credit
facility at December 31, 2008.  The B2 corporate family rating
assumes that CST will maintain orderly access under its credit
agreement and attain any covenant relief that may be required.

The B2 corporate family rating continues to reflect the company's
small size, high leverage, and a moderately acquisitive financial
philosophy.  The ratings are supported by Moody's expectation for
breakeven to positive free cash flow, the company's leading
position in a segment of the pre-fabricated tank market, and its
broad customer base and diverse end markets.  Proprietary
technologies, including glass-fused-to-steel and epoxy coating
products, provide the company with a competitive advantage over
many of its less differentiated, smaller competitors.

Ratings affected by the actions include:

  -- B2 corporate family rating affirmed

  -- B2 probability of default rating affirmed

  -- B1 (LGD 3; 36%) rating on senior secured revolving credit
     facility affirmed

-- B1 (LGD 3; 36%) rating on senior secured first lien term
   loan affirmed

  -- Outlook revised to negative from stable

The last rating action was on April 24, 2008, when the ratings of
CST Industries were affirmed (including the B2 corporate family
rating).

CST's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of CST's core industry and CST's ratings are believed to
be comparable to those of other issuers of similar credit risk.

CST Industries, Inc., headquartered in Kansas City, Kansas, is a
global manufacturer and erector of pre-engineered factory-coated
storage tanks and aluminum geodesic domes, covers and roofing
systems.  CST's products are used in municipal water,
agricultural, wastewater, oilfield, alternative energy, plastics,
chemicals, dry bulk and architectural markets.


ENERGY PARTNERS: Bondholders Form Group; In Restructuring Talks
---------------------------------------------------------------
Double Black Diamond Offshore LDC, Carlson Capital, L.P., Asgard
Investment Corp., said they have discussed, and expect to continue
to discuss, their investment in Energy Partners' Ltd.'s 9.75%
bonds due 2014, and the potential restructuring of the bonds with
other holders of such Bonds.

Clint D. Carlson, the president, Carlson Capital et al., also have
had, and expect to continue to have, discussions with Energy
Partners and its representatives, together with other holders of
Bonds, and separately.  The discussions, Mr. Carlson said, may
involve proposals to revise the terms of the Bonds, to exchange
Bonds for equity of the company, or otherwise.

Carlson Capital et al., and other holders of the Bonds have
jointly retained counsel connection with their investments in the
Bonds, and have formed an Ad Hoc Committee, to negotiate on behalf
of bondholders in connection with the potential restructuring of
such debt.  Carlson Capital et al., believe that the Ad Hoc
Committee is not a "group" for purposes of Section 13(d) of the
Securities Exchange Act of 1934.

The Ad Hoc Committee has engaged in discussions with the company's
representatives and with the company's stakeholders, proposed that
the Ad Hoc Committee and company negotiate the terms of a
transaction in which debt issued by the company would be exchanged
for equity in the Issuer, and made proposals to the company with
respect to the composition of the company's board of directors and
other matters.  Carlson Capital et al., anticipate that the Ad Hoc
Committee will continue to engage in discussions or negotiations
with company representatives and with other stakeholders in the
future regarding the company's performance and prospects,
proposals for a financial restructuring of the company, and other
matters.  Each holder of Bonds will make an independent decision
regarding any proposal to or from the company relating to its
investment in the Bonds, Mr. Carlson said.

Carlson et al. have not presented any plan or proposal to the
company.  They intend to review their investment in the company on
a continuing basis.  Depending on various factors including,
without limitation, the company's financial position and strategic
direction, price levels of the shares of company's common stock
and the Bonds, conditions in the securities market, general
economic and industry conditions, and actions taken by the
company's board, Carlson et al. may in the future take actions
with respect to their investment as they deem appropriate
including, without limitation, purchasing additional shares of
Common Stock or selling some or all of their shares, electing
persons to the board, and, alone or with others, pursuing
discussions with the company, other stockholders, other holders of
the company's debt and third parties with regard to their
investment or otherwise changing their intentions with respect to
any and all matters.

Carlson et al., hold 2.9 million shares of Energy Partners Ltd.
common stock., representing a 9.3% equity stake.

Carlson et al. own roughly $45 million aggregate principal amount
of the Bonds, representing roughly 10% of the outstanding
principal amount of the Bonds, which Bonds were acquired in open
market purchases.

As of the close of business on March 6, 2009, Carlson et al.
beneficially owned an aggregate of 2,994,968 shares of Common
Stock, constituting roughly 9.3% of the shares of Common Stock
outstanding.  As of November 3, 2008, 32,082,960 shares of the
company's Common Stock are outstanding.

In a separate filing, Wellington Management Company, LLP,
disclosed that it no longer holds shares of Energy Partners Ltd.

                     About Energy Partners Ltd.

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

                          *     *     *

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

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


EXCHANGE INSURANCE: A.M. Best Changes Final Strength Rating to E
----------------------------------------------------------------
A.M. Best Co. has changed the financial strength rating to E
(Under Regulatory Supervision) from C (Fair) and the issuer credit
rating to "rs" from "ccc" of The Exchange Insurance Company
Limited (Exchange).  This action removes the under review with
negative implications status originally assigned to the ratings in
November 2008.

The ratings of Exchange have been changed because the company has
been placed into administration and due to the cessation of its
normal activities as an insurance company.

Exchange's management continues discussions with potential
investors to sell the company.  A successful conclusion to these
talks will lead to a review of the ratings.


FAIRPOINT COMMUNICATIONS: S&P Puts 'BB' Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB' corporate credit rating, on Charlotte, North
Carolina-based FairPoint Communications Inc. on CreditWatch with
negative implications.

"This rating action was prompted by the company's accelerated
access-line losses and continued high leverage," said Standard &
Poor's credit analyst Catherine Cosentino, "as well as heightened
uncertainty about its prospects to remedy these factors in 2009 in
light of the current weak economic environment."  FairPoint, which
closed on a merger with Verizon's New England properties in March
2008, only recently transitioned from Verizon's systems to its
own.  Access-line losses have increased over the past year, and
totaled 11.7% on a year-over-year basis as of Dec. 31, 2008.
"Also, leverage remains high for the rating, at about 6x," added
Ms. Cosentino.


FIRST INDUSTRIAL: S&P Cuts Rating From 'BBB-' to 'BB', WatchNeg
---------------------------------------------------------------
Standard & Poor's Ratings Services recently took rating actions on
10 U.S. real estate investment trusts: S&P lowered its ratings on
two companies and placed S&P's ratings on nine companies on
CreditWatch with negative implications.  These actions affect
roughly 16% of S&P's rated 62-company universe and were prompted
by continued constrained access to debt and equity capital for
many REITs and S&P's concern that sharply deteriorating economic
conditions will result in greater pressure on portfolio-level cash
flows than previously contemplated.

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

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

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

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

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

                       Creditwatch Listings

                           Property
                           Focus        To                  From
                           --------     --                  ----
   Apartment Investment &
    Management Co.         Multifamily   BB+/Watch Neg
BB+/Stable

   BRE Properties Inc.     Multifamily   BBB/Watch Neg
BBB/Stable

   Capital                 Net Lease
    Automotive LLC        (auto)         BB/Watch Neg       BB/Neg

   Colonial Properties     Multifamily   BBB-/Watch Neg     BBB-
/Neg

   Developers Diversified
    Realty Corp.           Retail        BBB-/Watch Neg     BBB-
/Neg

   Hospitality
    Properties Trust       Net Lease
                          (hotel)        BBB/Watch Neg
BBB/Neg

   ProLogis                Industrial    BBB-/Watch Neg     BBB-
/Neg

   UDR Inc.                Multifamily   BBB/Watch Neg
BBB/Stable

                             Rating Changes

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


FLEETWOOD ENTERPRISES: Wants to Access Lenders' Cash Collateral
---------------------------------------------------------------
Fleetwood Enterprises, Inc., along with its affiliates, asks the
U.S. Bankruptcy Court for the Central District of California to:

   a) authorize it to use cash collateral;

   b) authorize it to grant adequate protection to Bank of
      America, N.A., the administrative agent, under a prepetition
      secured credit facility, on its own behalf and on behalf of
      the lenders under that facility, to the extent of any
      postpetition decreases in the value of their interest in
      their collateral; and

   c) vacate and modify the automatic stay to the extent
      necessary.

The Debtors, BofA and Wells Fargo Foothill, Inc., f/k/a Foothill
Capital Corporation; Textron Financial Corporation; PNC Bank,
National Association; Wachovia Capital Finance Corporation
(Western); are parties to a Third Amended and Restated Credit
Agreement dated as of Jan. 5, 2007.  The Debtors granted BofA a
security interest in substantially all of the personal property of
each of FEI, Fleetwood International and the Borrowers.

The Prepetition Collateral consists of:

   a) $41 million of receivables;

   b) $76 million of raw materials;

   c) $314 million of finished goods;

   d) $20 million of Real Estate Subfacility Assets;

   e) $38 million of real estate "boot collateral";

   f) $18 million of other assets, including machinery and
      equipment; and

   g) $23 million of work in process.

In sum, the Prepetition Collateral is valued at approximately
$247 million and supports a borrowing base of $71 million.

                   Terms of Cash Collateral Use

The Debtors will use the cash collateral for working capital to
fund payroll and payroll taxes and to pay normal operating
expenses.

As adequate protection for BofA and the Prepetition Secured
Parties interests in the Prepetition Collateral liens will be
granted on (i) all property and assets of the Debtors that were
subject to the Prepetition Liens and (ii) all of the Debtors'
unencumbered assets.  The Replacement Liens are granted solely to
secure any diminution in BofA's and the Prepetition Secured
Parties' interest in (i) Cash Collateral and (ii) the Consumable
Prepetition Collateral during the Cash Collateral Period.

As additional adequate protection, to the extent that any
Diminution reduces the value of the Replacement Liens below the
outstanding balance of the Prepetition Claims, then BofA, on
behalf of Gibson, Dunn & Crutcher LLP itself as Agent and on
behalf of the Prepetition Secured Parties, will be granted, to the
extent of the net decrease, superpriority claims under Section
507(b) of the Bankruptcy Code, and the Prepetition Lender
Superpriority Claim will have priority in payment over any and all
administrative expense claims of any kind under the Bankruptcy
Code except for the fees and expenses of the Office of the United
States Trustee and the Clerk of the United States Bankruptcy Court
for the Central District of California.

The Debtors will continue to pay, as and when due, all interest
and letter of credit fees and all fees and expenses accruing on
account of the Prepetition Claims during the Cash Collateral
Period.

                    About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises, Inc. --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  The Debtors have about 9,000 associates
working in facilities strategically located throughout the nation.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection March 10, 2009, (Bankr. C.D. Calif. Lead Case No.: 09-
14254)  Craig Millet, Esq. at Gibson, Dunn & Crutcher LLP
represents the Debtors in their restructuring efforts.  The
Debtors have selected Ernst & Young LLP to serves as Auditor; FTI
Consulting Inc. as Consultant; and Greenhill & Co. LLC as
Financial Advisor.  The Debtors listed estimated assets of
$500 million to $1 billion and estimated debts of $500 million to
$1 billion.


FLEETWOOD ENTERPRISES: Wants KCC as Claims and Noticing Agent
-------------------------------------------------------------
Fleetwood Enterprises, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Central District
of California to employ Kurtzman Carson Consultants LLC as claims
and noticing agent for the Court and the Bankruptcy Clerk.

KCC, at the request of the Debtors or the Clerk's Office, will act
as the claims and noticing Agent.

KCC will assist the Debtors with, among other things, (a) the
preparation and filing of schedules of assets and liabilities and
statements of financial affairs, (b) maintenance of the Debtors'
master creditor list, and (c) the preparation, mailing and
tabulation of ballots for the purpose of voting to accept or
reject a chapter 11 plan.

KCC will be paid a $50,000 evergreen retainer for services
performed and expenses incurred in relation to these Chapter 11
cases.

To the best of the Debtors' knowledge, KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Fleetwood Enterprises

Based in Riverside, California, Fleetwood Enterprises, Inc. --
http://www.fleetwood.com/-- produces recreational vehicles and
manufactured homes.  The Debtors have about 9,000 associates
working in facilities strategically located throughout the nation.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection March 10, 2009, (Bankr. C.D. Calif. Lead Case No.: 09-
14254)  Craig Millet, Esq. at Gibson, Dunn & Crutcher LLP
represents the Debtors in their restructuring efforts.  The
Debtors have selected Ernst & Young LLP to serves as Auditor; FTI
Consulting Inc. as Consultant; and Greenhill & Co. LLC as
Financial Advisor.  The Debtors listed estimated assets of
$500 million to $1 billion and estimated debts of $500 million to
$1 billion.


GOTTSCHALKS INC: Bid Proposes April 3 to July 15 Closing Sales
--------------------------------------------------------------
Reuters reports that liquidators could start conducting going-out-
of-business sales at Gottschalks Inc's 58 retail stores and
distribution center on or around April 3 if they win the company
auction.

According to Reuters, the sales could end by July 15.

As reported by the Troubled Company Reporter on March 12, 2009,
Gottschalks obtained approval from the U.S. Bankruptcy Court for
the District of Delaware to auction off its assets of business on
March 30.  The Company hopes that a bidder offers a going concern
transaction, i.e., a proposal to keep the business intact.  A
group of liquidators made the first bid.  Gottschalks 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, but Gottschalks will
push through with the liquidation if no buyer emerges by March 30.

Gottschalks, Reuters relates, said that it had appointed a joint
venture comprised of liquidators SB Capital Group LLC, Tiger
Capital Group LLC, Great American Group LLC, and Hudson Capital
Partners LLC as a "stalking horse" bidder.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com-- is a regional
department store chain, 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 Debtor 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 January 3, 2009.


GRAFTECH INTERNATIONAL: S&P Keeps 'BB-' on Steel-Industry Woes
--------------------------------------------------------------
Standard & Poor's Ratings Service revised its outlook on GrafTech
International to stable from positive.  At the same time, Standard
& Poor's affirmed all other ratings, including its 'BB-' corporate
credit rating.

"The outlook revision reflects our assessment that a higher rating
is not likely to occur within our outlook time horizon, even
though S&P expects the company's financial profile to remain at a
level S&P consider good for the current rating -- with debt to
EBITDA of less than 3x," said Standard & Poor's credit analyst
Sherwin Brandford.  Previously, a higher rating was primarily
predicated on leverage being maintained at less than 1.5x and
operating margins be maintained at more than 20%.  However, in
S&P's view, due to prolonged weakness in the global steel
industry, which will likely result in sharply weaker demand for
the company's graphite electrodes, as well as significantly higher
prices for needle coke, which is the company's main raw material,
S&P does not expect GrafTech will be able to maintain operating
margins of more than 20% in fiscal 2009.

The ratings on GrafTech International Ltd. reflect the company's
significant exposure to the cyclical steel industry, limited
supplier diversity, and continued raw-material cost pressure.
Still, the company maintains a good market position in graphite
electrodes, has healthy margins due to current favorable industry
conditions, and has a good liquidity position.

GrafTech manufactures carbon-based materials for use in various
applications.  Its primary product, graphite electrodes, accounts
for about 80% of its sales.

The stable outlook reflects S&P's expectation that, despite the
weakness in its end-markets, GrafTech will be able to achieve
margins and volumes that are sufficient to generate adequate
operating income such that credit metrics remain in line with
S&P's rating, with debt to EBITDA of less than 3x.  A positive
rating action could occur if the company's operating performance
throughout the cyclical downturn results in leverage being
maintained at less than 1.5x and overall liquidity remains at or
above current levels.  S&P may take a negative rating action if
volumes and/or margins are materially weaker than expected,
resulting in S&P's assessment that leverage will increase and be
maintained at more than 3x or if GrafTech is not successful at
refinancing its revolving facility well in advance of its maturity
date, thus reducing its liquidity position.


GRAIN DEALERS: A.M. Best Cuts Fin'l Strength Rating to B (Fair)
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B+ (Good) and the issuer credit rating (ICR) to
"bb" from "bbb-" of Grain Dealers Mutual Insurance Company (Grain
Dealers) (Indianapolis, IN).  The outlook for both ratings is
negative.

These rating actions reflect Grain Dealers' deteriorated capital
position, its history of volatile operating performance,
uncertainty regarding its future pension liability and its ongoing
exposure to weather-related losses.  Offsetting these negative
rating factors are Grain Dealers' efforts to lower its catastrophe
losses and expand its catastrophe reinsurance program.  The rating
outlook reflects A.M. Best's concerns that operating results
remain subject to both weather-related and pension charges that
could further negatively impact Grain Dealers risk-adjusted
capitalization.

The dramatic loss of nearly 50% of the company's surplus through
year-end 2008 was driven by a combination of storm losses that did
not individually reach the levels that would have triggered Grain
Dealers' reinsurance program, as well as sizable investment losses
and unexpectedly high pension fund expenses.  The significant drop
off in investment earnings triggered the requirement for
additional funding of the company's defined benefit pension fund.

Grain Dealers is a multiple line carrier providing coverage
primarily in the Southeast and Midwest, with a premium-based
business mix of roughly 65% commercial and 35% personal lines.
The company's production emphasis in recent years has continued to
be small to mid-sized commercial businesses.


GREEK CATHOLIC UNION: AM Best Cuts Fin'l Strength Rating to Weak
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from B (Fair) and issuer credit ratings to "cc" from "bb"
of Greek Catholic Union of the USA (GCU) (Beaver, PA).  The
outlook for both ratings is negative.  GCU is a fraternal benefit
society.

These rating actions reflect the 75% decline in GCU's unassigned
funds to $6.4 million in 2008 from $26.6 million in 2007.  This
decline primarily was due to investment losses, both realized and
unrealized, inherent under the current volatile investment
markets.  As a result, GCU's risk-adjusted capitalization has
weakened considerably, and A.M. Best notes that regulatory capital
ratios are very low.

The rating actions also reflect GCU's continuing high position in
commercial mortgage-backed securities, below investment grade
bonds and preferred and common stocks relative to its modest
surplus position.  In addition, A.M. Best notes that GCU's
exposure to fixed annuities has increased in each of the past five
years and represents more than nine-tenths of its total reserves,
with a significant portion of its fixed annuities without
surrender protection.

Partially offsetting these factors are GCU's long established
presence as a fraternal benefit society and its generally positive
operating results over the past five-year period.  GCU's
management is taking a number of steps to strengthen those areas,
which have hampered surplus growth, in spite of generally
favorable operating results.


GREEN VALLEY: Section 341(a) Meeting Slated for April 16 in Texas
-----------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Green Valley Growers, Inc.'s Chapter 11 case on April 16, 2009,
at 10:00 a.m., at Suite 3401, 515 Rusk Ave, Houston, Texas.

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

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

Headquartered in Willis, Texas, Green Valley Growers, Inc. --
http://www.greenvalleygrowers.net/-- is a wholesale grower of
blooming tropical, palms, perennials, crape myrtles, ferns,
grasses, trees, ground covers, topiaries, and ornamental shrubs.
The Debtor filed for Chapter 11 protection on March 9, 2009,
(Bankr. S.D. Tex. Case No.: 09-31630) Alan D. Bynum, Esq. at
Rolston & Bynum represents the Debtor in its restructuring
efforts.  The Debtor listed total assets of $18,567,174 and total
debts of $20,653,605.


GULFSTREAM APT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Gulfstream Apt. Portfolio, LLC
        3250 Wilshire Blvd.,  Suite 1106
        Los Angeles, CA 90010-1577

Bankruptcy Case No.: 09-15342

Type of Business: The Debtor owns and operates apartment
                  units.

Chapter 11 Petition Date: March 10, 2009

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Bernard D Bollinger, Jr., Esq.
                  bbollinger@buchalter.com
                  Buchalter Nemer
                  1000 Wilshire Blvd., Suite 1500
                  Los Angeles, CA 90017
                  Tel: (213) 891-5009
                  Fax: (213) 630-5736

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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


H&E EQUIPMENT: Moody's Affirms Corporate Family Rating to 'B1'
--------------------------------------------------------------
Moody's has affirmed the B1 corporate family and probability of
default ratings of H&E Equipment Services, Inc.  In addition, the
B3, LGD 5 rating on H&E's $250 million 8.375% senior unsecured
notes due 2016 has been affirmed.  The rating outlook is stable.

The B1 rating has been affirmed despite an expectation of
declining non-residential construction activity through 2010 and
likelihood of used equipment price declines near term.  H&E's low
leverage and good liquidity profile have positioned the company
well to weather the severe construction downcycle.  H&E had 2008
debt to EBITDA of 2.0 times on a Moody's adjusted basis, the
lowest leverage of all equipment rental companies rated by
Moody's.  Moody's estimates that H&E should be able to further
reduce debt in 2009, as operating cash flow after low capital
spending permits enough free cash flow to repay all the revolver
borrowing that existed at December 31, 2008 -- approximately
$76 million.  However, despite expected debt reduction, leverage
metrics should weaken as utilization rates suffer through the
downturn; as well, the company's return on total asset measures
should weaken even though fixed asset book values will likely
decline with deferred capital spending and fleet depreciation.

The stable outlook reflects an expectation that H&E's conservative
leverage and good liquidity profile should enable the company to
maintain a B1 rating profile though the construction downcycle.
H&E's good liquidity profile stems chiefly from a $320 million
secured, asset-based revolving credit facility that matures in
August 2011.  As of December 31, 2008, the $320 million revolver
was backed by $520 million of eligible collateral and had $83
million of utilization.  Although the revolving credit facility
features a minimum fixed charge coverage test, the test activates
when availability declines below $25 million.  Likelihood of test
activation is low due to the low revolver utilization level and
the high eligible collateral surplus.

Moody's last rating action on H&E occurred March 11, 2008 when the
corporate family rating was affirmed.

H&E is a multi-regional equipment rental company with 64 locations
throughout the Intermountain, Southwest, Gulf Coast, Mid Atlantic,
West Coast and Southeast regions of the United States.  H&E has
over 18,871 pieces of equipment having an original acquisition
cost of approximately $786 million at December 2008.  The company
is a distributor for JLG, Gehl, Genie Industries (Terex), Komatsu,
Bobcat, Yale Material, and Manitowoc.


IMPAC MORTGAGE: Defers Interest Payment on Trust Preferred Stock
----------------------------------------------------------------
Impac Mortgage Holdings Inc. delivered its annual report on Form
10-K to the SEC Friday afternoon, disclosing disclosed that its
Board of Directors decided in December 2008 to defer interest
payments to holders of trust preferred securities.  During the
deferral period, interest on the trust preferred securities bear
additional interest at a rate equal to the coupon rate on the
respective security.  Unless Impac again elects to defer interest
payments, the Company is required to pay all accrued interest
together with the additional interest at the next payment date.
Furthermore, during the time that Impac defers interest payments,
it may not, with limited exceptions, pay dividends on or redeem or
purchase its capital stock nor make any payments on outstanding
debt obligations that rank equally with or junior to the trust
preferred obligations and, in some cases, it may not allow
subsidiaries to pay dividends.

In January 2009, Impac agreed to restructure (subject to
definitive documentation) $51.3 million in trust preferred
securities issued by Impac Capital Trust #1 and Impac Capital
Trust #3.  Under the terms of the restructuring, the interest
rates are reduced from 8% to 2% through 2013 and increase one
percentage point per year through 2017.  Starting in 2018, the
interest rates become variable at 3-month LIBOR plus 375 basis
points.  In connection with the restructuring, the Company paid a
2% consent fee to holders of Impac Capital Trust #1 and Impac
Capital Trust #3 preferred shares for the January 2009 and
December 2008 fourth quarter deferred interest payments.  Impac
has deferred interest on the remaining $12.0 million in trust
preferred securities of $257,000 at December 31, 2008.  At the end
of the deferral period (five years) Impac must pay all deferred
and accrued interest amounts or the securities become due.

                       About Impac Mortgage

Headquartered in Irvine, California, Impac Mortgage Holdings Inc.
(NYSE: IMH) -- http://www.impaccompanies.com/-- is a mortgage
REIT, that actively invested in non-conforming Alt A mortgage
loans and to a lesser extent small balance commercial and multi-
family loans.

At December 31, 2008, Impac's balance sheet shows $6.7 billion in
assets and $6.7 billion of liabilities.  In 2005, the company's
balance sheet showed $27.7 billion in assets.


KMART CORP: To Shutter Stores, Cut At Least 250 Workers
-------------------------------------------------------
In the process of shutting down underperforming stores in
Florida, Kmart Corp. laid off more than 240 workers, Tampa Bay
Business Journal reports.

Two of the stores being closed are at 2800 34th St. North and
3951 34th St. South in St. Petersburg.  The two stores employ 108
employees who may qualify for jobs in other Kmart or Sears
outlets or get severance pay, St. Petersburg Times reports.

According to the Orlando Business Journal, Kmart is also cutting
58 jobs at its Winter Park stores effective May 8, 2009.

A list of store closings as of February 26, 2009, posted at the
Web site of Kmart's parent, Sears Holdings Corporation, may be
accessed for free at:

  http://www.searsmedia.com/tools/closing_02262009.pdf

Kmart'S parent, Sears Holdings, has reported its fourth quarter
and full year 2008 results:

  * net income for the quarter of $190 million as compared to
    net income of $426 million in the fourth quarter of 2007;

  * fully diluted earnings per share for the quarter of $1.55 as
    compared to fully diluted earnings per share of $3.17 in the
    fourth quarter of 2007;

  * adjusted EBITDA of $885 million in the fourth quarter as
    compared to $1 billion in the fourth quarter of 2007;

  * total impairment, store closing and severance charges of
    $336 million for the fourth quarter of fiscal 2008;

  * Kmart adjusted EBITDA increased 18% to $321 million in the
    fourth quarter of fiscal 2008 as compared to the fourth
    quarter of fiscal 2007;

  * implemented actions to improve operational efficiency in
    response to the economic climate which contributed to a
    reduction of $211 million in domestic selling and
    administrative expenses during the fourth quarter of fiscal
    2008 and a $1 billion reduction in domestic inventory;

  * reduced total short-term borrowings on our $4 billion
    revolving credit facility from $1.9 billion at November 1,
    2008 to $435 million at January 31, 2009;

  * repurchased 2.9 million shares for $120 million and debt
    securities for $29 million during the fourth quarter;

  * maintained strong balance sheet and liquidity position; and

  * Kmart began operating its own footwear business on January
    1, 2009, which had previously been operated by a third
    party.

According to W. Bruce Johnson, Sears Holdings' interim chief
executive officer and president, fiscal year 2008 was a very
difficult year for the U.S. economy, and its effect on consumer
confidence reflects the turmoil that has enveloped the retail
industry and Sears' business.  However, he reveals that Sears is
pleased with Kmart's performance, which increased its adjusted
EBITDA in the quarter from the prior year despite the difficult
environment.

A full-text copy of Sears' fourth quarter and full year 2008
results containing, among others, the company's adjusted EBITDA
and financial statements is available for free at:

             http://bankrupt.com/misc/Sears2008.pdf

                          About Kmart Corp.

Kmart Corporation is a predecessor operating company of Kmart
Holding. In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws. The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with Sears, Roebuck and Co. on
March 24, 2005.

                   About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart
Holding Corp. and Sears, Roebuck and Co., is a broadline retailer
with 2,317 full-line and 1,150 specialty retail stores in the
United States operating through Kmart and Sears and 380 full-line
and specialty retail stores in Canada operating through Sears
Canada Inc., a 70%-owned subsidiary. Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands. It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.

                         *     *     *

In February 2009, Standard & Poor's placed Sears Holdings 'BB-'
corporate credit rating on Negative watch.

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006. The
rating still hold to date with a stable outlook.


LEHMAN BROS: Nomura to Shut Down Unit With Former Lehman Staff
--------------------------------------------------------------
Nomura Holdings, Inc., according to a March 12, 2009, Bloomberg
News report, will shut down an investment banking department
containing former Lehman Brothers, Inc., staff on April 1.

The former Lehman bankers, according to the report, will be
transferred to a newly created investment banking business
development department, which will carry research and consulting
for Nomura.  Other former Lehman bankers will go to Nomura
departments on merger and acquisitions advisory and corporate
finance, the report added.

                     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: Holdings Had $214.2BB in Assets Upon Bankruptcy
----------------------------------------------------------------
Lehman Brothers Holdings Inc. filed with the U.S. Bankruptcy Court
for the Southern District of New York on March 12, 2009, its
schedules of assets and liabilities, disclosing:

A.     Real Property
          27 Commerce Drive, Cranford, NJ - Land     $5,467,500
          27 Commerce Drive, Cranford, NJ - Bldg.     6,078,290
          10350 Park Meadows Drive, Littleton, CO     3,244,718

B.     Personal Property
B.1    Cash on hand                                         25
B.2    Bank Accounts
          Citibank Acct. # 40615202                 546,321,948
          Citibank Acct. # 3062-2222                   (633,120)
          First National Bank Acct. # 9015175         6,031,109
          Bank of America Acct. # 606420805010        3,385,081
          HSBC Bank Middle East Ltd.                  3,050,420
          Citibank Handlowy                           2,637,973
          Royal Bank of Canada                        2,048,493
          Bank of America, New York                   2,024,613
          Citibank Pty Limited                        1,372,986
          Bank of America Acct. # 601430058013        1,188,386
          Citibank Acct. # 307757763                  1,099,244
          Citibank, A.S. Acct. # 0091803003           1,047,431
          Citibank, A.S. Acct. # 201492017              687,812
          Israel Discount Bank                          583,382
          Swedbank                                      385,296
          National Bank of Kuwait                       371,601
          Citibank Rt.                                  333,599
          Ceskoslovenska Obchodni Banka                 325,048
          ABN-AMRO                                      247,210
          Others                                  9,478,036,075

B.3    Security Deposits
          Equity Owner Holdings Los Angeles            150,834
          Middlefield Park Associates                  165,000
          Consultatio Inversora S.A. Buenos Aires      100,000
          Electric Deposit: Con Edison                  88,290
          Refundable Retainer: Denver                    3,386
          Refundable Retainer: Nine Penn Center          1,440
          Electric Deposit: Niagara Mohawk Power           400
          Rent Deposit: Huntsville NC                      850
          Auto Lease Deposit: Audi Auto Lease              749
          Rent Deposit: Leonard E. Dwyer                   800

B.5    Art objects and other Collectibles            1,783,426
B.9    Interests in Insurance Policies              14,149,391
        See http://bankrupt.com/misc/lbhi_b9.pdf

B.13   Business Interests and stocks            26,457,361,306
        See http://bankrupt.com/misc/lbhi_b13.pdf

B.14   Interests in partnerships
          Trust Preferred                           37,678,885
          ECAPS, LLC                                17,877,000
          LB UK CAP Fund 4LP                        13,922,370
          Corporate Principal Investments           (3,755,111)
          Wilton Re                                183,841,317
          CLS                                          870,034
          Better Alternative Trading Systems        67,500,000
          Lehman Housing Capital                         1,000
          Lehman Loan Funding                              250
          IMX Mortgage Exchange                         15,511

B.16   Accounts Receivable                     151,377,099,057
        See http://bankrupt.com/misc/lbhi_b16.pdf

B.18   Other Liquidated Debts
         State and Local Taxes
           LBHI and Subs - Nebraska                      1,000
           LBHI and Subs - Alaska                        1,000
           LBHI and Subs - Portland, Oregon              7,300
           LBHI and Subs - Kansas                        2,000
           LBHI and Subs - Minnesota                   533,823
           LBHI and Subs - Oregon                      164,284
           LBHI and Subs - Utah                         77,352
           LBHI - Ohio                                   3,000

B.21   Other Contingent & Unliquidated Claims
          Prepaid Pension                          156,914,837
          Federal & Foreign Income Taxes           940,000,000
          State Taxes - LBHI & Subs.
            Arizona                                    359,950
            California                              11,419,425
            Colorado                                 1,588,560
            Hawaii                                   1,005,815
            Illinois                                   834,937
            Massachusetts                            2,312,689
            New York State                           9,024,094
            New York City                           14,678,823
         State Taxes - LBHI
            New Jersey                                 432,660

B.25   Vehicles                                         36,131
B.28   Office equipment, furnishings and supplies  271,863,587
B.29   Machinery                                   357,284,594
B.30   Inventory                                23,164,886,703
B.35   Other Personal Property                   1,127,868,509

       TOTAL SCHEDULED ASSETS                 $214,280,701,870
       =======================================================

C.   Property Claimed as Exempt                  Undetermined
D.   Secured Claim                               Undetermined
     See http://bankrupt.com/misc/lbhi_schedD.pdf

E.   Unsecured Priority Claims                   Undetermined
      See http://bankrupt.com/misc/lbhi_schedE.

F.   Unsecured Non-priority Claims
       Corporate Guarantee                       Undetermined
        See http://bankrupt.com/misc/lbhischedF_guarantee.pdf

       Debt                                      Undetermined
        See http://bankrupt.com/misc/lbhischedF_debt.pdf

       Intercompany Funding Agreements           Undetermined
        See http://bankrupt.com/misc/lbhischedF_intercomp.pdf

       Litigation                                Undetermined
        See http://bankrupt.com/misc/lbhischedF_litigation.pdf

       Payables                                  Undetermined
        See http://bankrupt.com/misc/lbhischedF_payables.pdf

     TOTAL SCHEDULED LIABILITIES                 Undetermined
     ========================================================

Lehman Brothers Holdings, Inc., also filed schedules of its
executory contracts and non-residential real property leases:

  * Data Center License Agreement, available for free at
    http://bankrupt.com/misc/lbhischedG1.pdf

  * Derivative Contracts, available for free at
    http://bankrupt.com/misc/lbhischedG2.pdf

  * Expatriate Agreements, available for free at
    http://bankrupt.com/misc/lbhischedG3.pdf

  * Insurance Agreements, available for free at
    http://bankrupt.com/misc/lbhischedG4.pdf

  * Intercompany Funding Agreements, available for free
    at http://bankrupt.com/misc/lbhischedG5.pdf

  * Lease Agreements, available for free at
    http://bankrupt.com/misc/lbhischedG6.pdf

  * Open Trade Contracts, available for free at
    http://bankrupt.com/misc/lbhischedG7.pdf

  * Proprietary Trading Agreements, available for free
    at http://bankrupt.com/misc/lbhischedG8.pdf

  * Restricted Stock Unit Agreements, available for free
    at http://bankrupt.com/misc/lbhischedG9.pdf

  * Severance Agreements, available for free at
    http://bankrupt.com/misc/lbhischedG10.pdf

  * Sub-lease Agreement, available for free at
    http://bankrupt.com/misc/lbhischedG13.pdf

  * Tax Allocation Agreements, available for free at
    http://bankrupt.com/misc/lbhischedG14.pdf

  * Vendor Contracts, available for free at
    http://bankrupt.com/misc/lbhischedG11.pdf

  * Warehouse and Storage Agreements, available for free
    at http://bankrupt.com/misc/lbhischedG12.pdf

                     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: Commercial Paper Files Asset & Debt Schedules
--------------------------------------------------------------
Lehman Commercial Paper Inc. filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities on March 12, 2009, disclosing:

A.     Real Property                                         $0

B.     Personal Property
B.1    Cash on hand
B.2    Bank Accounts                                  9,907,079

B.9    Interests in Insurance Policies
          SAFECO Insurance Company                 Undetermined

B.13   Business Interests and stocks
          737 Portfolio Trust                        20,258,845
          Bromley, LLC                               13,690,479
          East Dover Limited                        105,584,150
          Ivanhoe Lane Pty Limited                    5,829,474
          Jet Partners, LLC                           6,514,186
          Laminar Holdings, LLC                       6,105,486
          LB Global Investment Corp., Inc.              812,708
          LCPI Properties, Inc.                   1,022,901,872
          Lehman ABS Corporation                     66,509,230
          Lehman Pass-through Securities            587,053,823
          Leveraged Loan Trading Holdings, Inc.     224,661,589
          LW-RTC, Inc.                               20,830,606
          N.P. Holdco, Inc.                           3,492,947
          Pentaring, Inc.                           166,098,622
          Pindar Pty Ltd.                             4,582,030
          Select Asset, Inc.                          3,644,741
          Structured Asset Securities Corporation    42,395,576
          Tallus, Inc.                               10,071,872
          West Dover, LLC                             2,929,851
          Others                                    (30,662,971)

B.16   Accounts Receivable                       40,588,094,686
        See http://bankrupt.com/misc/lcpi_b16.pdf

B.28   Office equipment, furnishings & supplies       1,678,011

B.30   Inventory                                 10,063,557,149
B.35   Other Personal Property                      525,472,040

       TOTAL SCHEDULED ASSETS                   $53,472,014,081
       ========================================================

C.   Property Claimed as Exempt                    Undetermined
D.   Secured Claim                                 Undetermined
      See http://bankrupt.com/misc/lcpischeduleD.pdf

E.   Unsecured Priority Claims                     Undetermined
F.   Unsecured Non-priority Claims
       Litigation                                  Undetermined
        See http://bankrupt.com/misc/lcpischedF_litigation.pdf

       Payables                                    Undetermined
        See http://bankrupt.com/misc/lcpischedF_payables.pdf

       TOTAL SCHEDULED LIABILITIES                 Undetermined
       ========================================================

Lehman Commercial Paper, Inc., also filed a schedule of its
executory contracts and non-residential real property leases,
available for free at http://bankrupt.com/misc/lcpi_schedG.pdf

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LEHMAN BROTHERS: Seeks Approval of Sixth Gear Funding Settlement
----------------------------------------------------------------
Lehman Commercial Paper, Inc., asks Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
its settlement agreement with Sixth Gear Funding Trust and its
affiliates.

The companies entered into the agreement dated March 6, 2009, to
settle their dispute, which ensued following LCPI's rejection of
their master repurchase agreement with Sixth Gear.  The MRA
permitted Sixth Gear Funding Trust, Sixth Gear Solutions Corp.
and Sixth Gear Inc. to get funding from LCPI to purchase
automobile retail installment contracts from automobile dealers.
About 89% of the funding for the Sixth Gear Companies' purchases
comes from the sale of their receivables to LCPI under the
agreement.

The rejection of the MRA was approved by the Court in an order
dated November 21, 2008.  The same order also authorized Sixth
Gear Funding and its affiliates to file proof of claims for any
damages resulting from the rejection.

The salient terms of the settlement agreement are:

  (1) Collections received after March 6, 2009, on receivables
      outstanding as of that date should be divided between
      LCPI and Sixth Gear on a 50/50 basis and should be
      distributed monthly, in accordance with the times stated
      in the MRA.  LB Group I Inc. agreed that it will not
      receive any distribution as a preferred shareholder from
      the companies' 50% share.

  (2) Sixth Gear Funding and its affiliates should ensure the
      direction of the collections into the controlled accounts
      designated under the MRA and should no longer permit the
      collections to be deposited in separate accounts under
      their control.

  (3) LCPI should manage all aspects related to the servicing of
      the receivables outstanding as of March 6, 2009, subject,
      in certain instances, to the consent of Sixth Gear Inc.

  (4) The parties acknowledge that Sixth Gear Solutions is the
      legal owner of the auto finance loans underlying the
      receivables.

  (5) All cash and assets of Sixth Gear Funding and its
      affiliates, other than the outstanding receivables and
      collections received after March 6, 2009, should be first
      utilized to pay the liabilities of those companies, and
      then should be apportioned according to the preferred
      equity ownership in Sixth Gear Inc. and distributed to the
      preferred holders.

  (6) Sixth Gear Funding and its affiliates have agreed to pay
      all fees, costs and expenses including costs of counsel,
      of LCPI and LB Group related to transactions involving
      them, provided that they will not be required to pay fees,
      costs and expenses in excess of $75,000 incurred in
      connection with the documentation, negotiation and efforts
      to procure approval from the Court of the settlement
      agreement, or the termination of the MRA.

  (7) Sixth Gear Funding and its affiliates, Warburg Pincus
      Private Equity IX L.P., LCPI and LB Group have agreed to
      release each other from all claims resulting from the MRA,
      among other things.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LEHMAN BROTHERS: Court Dismisses Swiss Unit's Chapter 11 Case
-------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York dismissed the Chapter 11 case of Lehman
Brothers Finance AG, also known as Lehman Brothers Finance SA.

In an order dated March 12, 2009, Judge Peck said that the
commencement of LBF's Chapter 15 case and the recognition of its
bankruptcy proceeding in Switzerland as a foreign main proceeding
warrant the dismissal of its Chapter 11 case.

Judge Peck held that the lawsuit filed by Declan Kelly in October
2008 against LBF will continue to be administered by the Court in
connection with LBF's Chapter 15 case and the Chapter 11 cases of
Lehman Brothers Holdings Inc. and its units.

Prior to the entry of the order, Millennium International, Ltd.,
asked the Court to deny PwC's motion arguing that LBF is not
entitled to recognition as a foreign main proceeding pursuant to
Section 1517(b) of the U.S. Bankruptcy Code.

Millennium asserted that continuing LBF's Chapter 11 case will be
far more efficient and cost effective so that the U.S. Bankruptcy
Court can, among others, address claims objections and disputes
over the interpretation of LBF's English language contracts,
rather than subjecting creditors to the Swiss Proceeding
conducted in German.

Millennium, an investment fund incorporated under the laws of the
Cayman Islands, is a party to an ISDA transaction with LBF.

PwC, in response to Millennium's objection, maintained that LBF's
Chapter 11 case should be dismissed and its Swiss Proceeding
should be recognized as a foreign main proceeding.  PwC related
that LBF managed its affairs from its headquarters in
Switzerland, where its primary assets were booked and operations
were undertaken.

PwC asserted that Millennium will not be prejudiced by the
immediate entry of the recognition order because the recognition
order can be modified or terminated if it is shown that the
grounds for granting it were fully or partially lacking or have
ceased to exist.  Moreover, PwC said Millennium has already filed
a claim in the Swiss proceeding.

                     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: Hong Kong Investors Sue HSBC, BoNY for $1.6BB
--------------------------------------------------------------
Six Hong Kong investors -- Siu Lui Ching, Chun IP, Jin Liu, Yin
Ying Leung, Lai Mei Chan, Sing Heung on behalf of Ka Kin Wong and
other similarly situated Hong Kong investors -- filed an
adversary proceeding before the U.S. Bankruptcy Court for the
Southern District of New York against HSBC USA, Inc., HSBC Bank
PLC, Pacific international Finance Limited, HSBC Bank (Cayman)
Limited, HSBC Holdings PLC, Scott Aitken, Cereita Lawrence, Sarah
Coombs, Janet Crawshaw, Sylvia Lewis, The Bank of New York Mellon
Corporation, and Lehman Brothers Special Financing Inc.

The complaint seeks the return of $1.6 billion securing the
collateral for structured notes linked to Lehman Brothers
Holdings, Ltd., rather than allow the Lehman estates to seize the
collateral, Debra Mao and Kelvin Wong of Bloomberg News reported.

According to the report, the complaint says HSBC and its
affiliates are the issuer, trustee, and custodian of about
$2 billion of derivatives marketed as "minibonds," while BNY
Mellon is a custodian of part of the collateral.  The complaint
accuses HSBC of failing to protect the collateral and seeks
damages from HSBC for alleged breach of contract, breaches of
fiduciary duties, and negligence.

"The Hong Kong legal system cannot help us get back our money, so
we have to bring our case to the U.S.," Peter Chan, head of the
group of Hong Kong investors, told The International Herald
Tribune.  According to the newspaper, the adversary proceeding
seeks class-action status for about 33,000 minibond investors in
Hong Kong.

Bloomberg said Hong Kong's securities regulator is investigating
complaints about Lehman minibonds, while the city's legislature
is holdings its own hearings. Bloomberg, citing a study by the
Hong Kong Securities and Futures Commission published in February
2009, said a total of HK$13.9 billion, or US$1.8 billion, of the
credit-linked notes arranged by a local Lehman unit were sold to
Hong Kong investors.

The Hong Kong investors are represented by Coughlin Stoia Geller
Rudman & Robbins, LLP, in the complaint.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LYONDELL CHEMICAL: Simpson Thacher Plays Key Role in DIP Loan
-------------------------------------------------------------
Law firm Simpson Thacher & Bartlett has played a key role in the
$8 billion debtor-in-possession financing facility for Lyondell
Chemical Company.

Simpson Thacher advised UBS Securities LLC (as lead arranger) and
UBS AG, Stamford Branch (as administrative agent) in connection
with the DIP financing facility for Lyondell.  The $6.5 billion
term loan, along with a $1.54 billion asset-based revolving
facility arranged by Citigroup, closed on March 3 and will fund
continued domestic and international operations of Lyondell.

The funding of DIP loans has become increasingly hard to come by
in recent months, with several prominent DIP lenders pulling back
as the recession worsened.  Often, pre-petition lenders need to
provide the DIP funding.  The Lyondell financing was provided by a
group of 14 financial institutions and hedge funds that
participated in the DIP through some intense negotiations and
court proceedings.  In addition to UBS and Citigroup, participants
in the DIP loan included Goldman Sachs, Merrill Lynch, ABN Amro,
as well as Appaloosa Capital, Apollo Management, Angelo Gordon,
Farallon, Oaktree Capital Management, Oak Hill Advisors, Silver
Oak Capital, Silver Point, and Strategic Value Partners.

"Besides providing a vital lifeline to Lyondell, this transaction
signals that large-scale debtor financing may be available in an
otherwise highly challenged market if you're willing to negotiate
with existing lenders through novel structures and unavoidably
tough terms," said Simpson Thacher corporate partner Stephan
Feder, one of four Simpson attorneys leading the UBS
representation, alongside credit and banking partner William
Sheehan, litigation partner Linda Martin and, bankruptcy senior
counsel Kathrine McLendon.

Simpson Thacher played multiple roles in advancing the deal -- not
least turning an initial term sheet into a credit agreement that
required non-stop negotiation for two months until the court
approved the financing on February 27.  The firm also had to help
the DIP group overcome a series of objections to the deal from
Lyondell's unsecured creditors and from one of its own bank
participants, which challenged some of the structural aspects of
the facility.

"This was a fast-moving situation following the precipitous filing
of a major company and culminated in the consummation of a complex
credit facility with novel domestic and foreign elements," Mr.
Feder explained.

A key provision of the DIP facility -- one which the Simpson
attorneys believe is likely to become more common in future debtor
financings -- is its "roll-up" feature.  In addition to $3.25
billion in new money term loans, the package includes another
$3.25 billion "roll-up" of a portion of Lyondell's existing pre-
petition senior secured loans.

Roll-ups, the designation of certain pre-petition loans as post-
petition loans with a higher priority in the capital structure,
can be an important enticement to existing lenders when
contemplating a DIP loan.  Several other recent DIP financings
have included roll-up components, including facilities for Aleris
International, Inc., and VeraSun Energy Corporation.  The Lyondell
DIP is different, however, because it includes the roll-up by
some, but not all, pre-petition lenders.  Simpson's Ms. McLendon
believes this is the first time this structure has been utilized.

"A roll-up of only a portion of pre-petition indebtedness puts
enormous burdens on the administration of the facility," Mr. Feder
explained.  "UBS did a fabulous job in stepping up to take the
lead role as agent."

"In addition," Mr. Sheehan added, "UBS' active participation in
building a consensus among the DIP lenders made our job infinitely
easier."

A few other details that make the Lyondell financing stand far
apart from the typical DIP deal:

From Term Sheet to Credit Agreement

Three days after Lyondell's Chapter 11 filing on January 6, the
lenders provided $2.17 billion of financing without a fully
negotiated credit agreement.  As Simpson Thacher's Mr. Sheehan
said, "It's highly unusual for a group of banks to fund a
multi-billion dollar loan with only a term sheet and some
promissory notes.  From the day the term sheet was presented to
the court on January 7 until closing, our job was to convert it
into a robust credit agreement that would withstand numerous
challenges and ultimately be acceptable to a disparate group of
investors, not to mention the company and its existing
claimholders."  When the term sheet was first presented, a lead
agent had yet to be named.  "There was a line in the document that
said 'To be determined,'" Mr. Sheehan said.  "At the 11th hour,
UBS stepped up and took on the role of lead arranger and
administrative agent, which was significant given the risks and
leadership required by the role."  Because the DIP participants
had already committed a substantial portion of funding even before
the definitive credit agreement had closed, "all 14 parties had to
be satisfied by the final credit agreement.  That definitely added
some color to our negotiations," Mr. Sheehan explained.  Mr.
Sheehan, who has worked on numerous billion-dollar syndicated
loans for acquisitions and restructurings, said that the Lyondell
deal "is absolutely on my short list of most challenging
transactions."

Evidentiary Hearings/Objections

Even with round-the-clock negotiations between the Company and its
lenders, the DIP facility still faced challenges from key parties,
including Lyondell's Official Committee of Unsecured Creditors.
Among other things, the Committee objected to the loan's one-year
maturity date, as well as what they perceived were overly
ambitious milestone dates in completing a plan of reorganization.
The Committee further pressed concerns that certain covenants in
the DIP would allow the lender group to take over Lyondell in a
so-called "loan-to-own" plan.  One of the bank lenders
participating in the DIP raised its own objections to certain
structural features of the roll-up provisions, a development Ms.
Martin confirmed "was really quite unusual."

The parties gathered for three days of evidentiary hearings before
U.S. Bankruptcy Judge Robert Gerber, during which the various
objections were aired.  Multiple witnesses, including Lyondell's
CFO and a senior official from UBS defended the funding.  Ms.
Martin said, "A three-day evidentiary hearing to approve a loan is
definitely not the norm, and illustrates how complicated this
financing was, and how so many parties needed to be accommodated
before the deal could be completed."

Judge Gerber ruled that the terms of the financing were negotiated
in good faith and at arm's length from the Company, and that it
was in the best interests of Company and its creditors.  "Judge
Gerber made small tweaks to the agreement, modifying some of the
milestone dates to accommodate the court's schedule, but the final
agreement stood, a really satisfying outcome for all of us, given
that virtually every single term was the result of consensus-
driven negotiation," Ms. Martin said.

"More than just a debtor financing, the Lyondell DIP represents a
complex corporate deal within a bankruptcy context, which is
important to keep in mind as more of these scenarios play out in
the months ahead," Mr. Feder stated.  "The scale of Chapter 11
cases is obviously growing, which, in a volatile economy, puts a
premium on the ability of counsel to move expeditiously on
numerous parallel paths.  The transactions needed to turn
companies around demand sophisticated capabilities in a variety of
disciplines, such as corporate, litigation, banking, tax and
international finance as well as bankruptcy advice."

Other members of the Simpson Thacher UBS team included David
Eisenberg, Walt Looney, Christian Struck, Joshua Koenig, Ursula
Mackey and Benjamin Wells (corporate); Anne Knight and Jason
Friedman (bankruptcy); Natalie Drucker, Daniel Stujenske, Edward
Bauer and David Tejtel (litigation); Rob Holo and Jason Vollbracht
(tax); Mardi Merjian and Julia Rubin (real estate); Lori Lesser
and Marcela Robledo (intellectual property); Adeeb Fadil and Tim
Mulvihill (environmental); Greg Grogan (executive compensation &
benefits); along with paralegals Christina Mauricio and Elisabeth
Juterbock.

Lyondell was represented by Cadwalader Wickersham & Taft;
Citigroup was represented by Davis, Polk & Wardell; and certain
pre-petition agents were represented by Mayer Brown.

                  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)


MASCO CORPORATION: Fitch Cuts Issuer Default Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has downgraded Masco Corporation's ratings:

  -- Issuer Default Rating to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-'.

The downgrade and Negative Outlook reflect Fitch's expectation
that the deterioration of Masco's financial results and credit
metrics during 2008 is likely to continue through 2009, driven by
the expected further decline in U.S. housing metrics, lower home-
improvement spending, and weaker European markets.

Net sales for the fourth quarter of 2008 (4Q'08, ended Dec. 31,
2008) dropped 25% year-over-year due to lower sales volume to the
new home construction market and the continued decline in consumer
spending for home improvement products. Gross margins for the
quarter were down 550 basis points to 20.1% from 25.6% during the
4Q'07.  Selling, general and administrative expenses declined from
$486 million during 4Q'07 to $422 million during 4Q'08, but
increased as a percentage of sales by 290 bps to 21.3%.  Excluding
impairment charges for goodwill and other intangible assets, Masco
reported a pre-tax loss of $112 million during the 4Q'08 compared
with pre-tax income of $131 million during 4Q'07.

Masco continues to generate significant free cash flow (cash flow
from operations less capital expenditures and dividends), although
lower than compared to previous years.  The company generated $261
million of free cash flow during 2008, compared with $675 million
for fiscal year 2007 and $471 million during fiscal year 2006.

The company's 2008 credit metrics deteriorated compared to the end
of 2007.  Masco's leverage as measured by debt to EBITDA increased
from 2.7 times (x) at Dec. 31, 2007, to 4.7x at Dec. 31, 2008.
Interest coverage declined from 5.9x during fiscal year 2007 to
3.7x during fiscal year 2008.

Fitch is encouraged that management has taken steps to preserve
its liquidity position during these uncertain times.  The company
has been more restrained in its share repurchases during most of
the year, which has allowed the company to build its cash position
from $635 million at March 31, 2008 to $1.03 billion at the
conclusion of 2008.  In 2008, the company repurchased
approximately 9 million shares of its common stock for
$160 million, compared with $857 million of share buybacks during
2007.  The company has not repurchased stock since July 2008 and
has put its share repurchase program on hold.  Masco's management
will also recommend to its Board that the quarterly dividend be
reduced from $.235 per common share ($.94 annually) to $0.075 per
share ($.30 annually), saving approximately $225 million per year.
The company's strong cash position somewhat mitigates the risk
that Masco violates the covenants under its unsecured revolving
credit facility with operating losses or further non-cash
impairment charges.  Currently, the company has approximately $486
million of borrowing headroom or $324 million of equity cushion to
stay within its required 60% debt-to-capitalization covenant
ratio.  Masco has started discussions with its bank group to
modify the covenants under the revolving credit facility.

Future ratings and Outlooks will be influenced by broad housing
and home improvement market trends, as well as company specific
activity, particularly free cash flow trends and uses.

Founded in 1929, Masco Corporation manufactures, sells and
installs home improvement and building products, with emphasis on
brand name products and services holding leadership positions in
their markets.  The company is among the largest manufacturers in
North America of brand name consumer products designed for home
improvement and new construction markets.


MASTER ASSET VEHICLE: CIBC Seeks $115MM in Additional Collateral
----------------------------------------------------------------
Canadian Imperial Bank of Commerce has delivered trigger event
notices to Master Asset Vehicle I and Master Asset Vehicle II
requesting additional collateral.

According to Dominion Bond Rating Service's Canadian Structured
Finance Newsletter dated February 19, 2009, CIBC is the swap
counterparty for four leveraged credit default swaps
collateralized by the MAVs that are not subject to the 18-month
moratorium period applicable to all other CDS transactions entered
into by the MAVs.  The collateralization triggers on these
transactions were breached on March 3, 2009, prompting CIBC to
deliver trigger event notices to the MAVs requesting additional
collateral.

On March 6, and March 9, 2009, CIBC delivered subsequent trigger
event notices to the MAVs with respect to subsequent trigger
breaches.  The additional collateral demanded under the March 9
trigger event notice was withdrawn two days later.  The total
amount of additional collateral demanded by CIBC now stands at
$95.4 million for MAVI and $19.3 million for MAVII.  CIBC has
stated that the deadline for providing additional collateral is
5:00 p.m. on March 13, 2009.

DBRS said it had not been informed of the posting of additional
collateral.  DBRS said the failure of the MAVs to post additional
collateral will result in a partial or total unwind of the CIBC
transactions with the MAVs.  For MAVII, the resulting reduction in
collateral supporting the notes is capped at $107,742,597 (or
approximately 1.1% of the assets of MAVII).

The MAVs hold one other transaction that retained the original
collateralization triggers and is not subject to the 18-month
moratorium period.  The Class 15 Ineligible Asset Tracking Note is
unrated by DBRS and is secured by a leveraged CDS with Royal Bank
of Scotland (RBS) as swap counterparty.  Unlike the CIBC
transactions, these trades were siloed from the MAVs and as such,
the performance of the RBS transactions will not affect the Notes.
For greater certainty, the breach of the collateralization
triggers for transactions not subject to the 18-month moratorium
does not count as a breach of any of the five spread-loss matrices
that all of the other leveraged CDS transactions reference.  As
such, a partial or total unwind of these transactions would not be
the first step toward the MAVI and MAVII transactions converting
from a spread-loss regime for collateral calls to a mark-to-market
regime.

On March 6, 2009, DBRS confirmed the ratings of the MAVI and MAVII
Class A-1 and Class A-2 Notes at "A".  DBRS said the potential for
transactions not subject to the 18-month moratorium to unwind was
considered by DBRS when assigning the "A" rating to the Notes, and
no rating action is warranted at this time.


MBIA INSURANCE: Moody's Withdraws Ratings on 11,000 Bonds
---------------------------------------------------------
Moody's has withdrawn the ratings on approximately 11,000
municipal bonds that were identified by MBIA Insurance Corporation
as legally defeased.  This rating action is a result of the recent
determination made by MBIA Insurance Corporation that its
liability under municipal bond insurance policies is extinguished
upon a legal defeasance of insured debt.

Moody's has been advised directly by other investment grade
municipal bond insurance companies that, at the present time,
their companies' insurance policies remain available to pay claims
notwithstanding a legal defeasance by the issuer.

The most recent rating action on the affected bonds was on
November 7, 2008, when MBIA Insurance Corporation's insurance
financial strength rating was downgraded to Baa1 from A2.  On
February 18, 2009, the insurance financial strength rating of MBIA
Insurance Corporation was downgraded to B3 from Baa1 and the Baa1
insurance financial strength rating of MBIA Insurance Corporation
of Illinois was placed on review for possible upgrade.


MERUELO MADDUX: May File for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
The San Francisco Chronicle reports that Meruelo Maddux Properties
Inc. said that it may have to file for Chapter 11 bankruptcy
protection.

According to San Francisco Chronicle, Meruelo Maddux said that it
has failed to service much of its debt.  Meruelo Maddux said in a
statement that it has stopped making payments on loans totaling
$266 million.  Meruelo Maddux, San Francisco Chronicle relates,
said that it is seeking workout agreements with some lenders and
has cut expenses by suspending projects and laying off some
workers.

Meruelo Maddux said that it is trying to sell some projects, but
is finding few buyers due to the poor economy, San Francisco
Chronicle states.

Los Angeles-based Meruelo Maddux Properties Inc. owns, redevelops,
and develops property in downtown Los Angeles and other California
urban markets.  It is one of downtown Los Angeles' largest
landlords.


MGIC INVESTMENT: Fitch Puts 'BB' Bond Ratings on Negative Watch
---------------------------------------------------------------
Fitch Ratings has placed the ratings of holding company MGIC
Investment Corp. and its subsidiaries Mortgage Guaranty Insurance
Corp. and MGIC Australia Pty Ltd. on Rating Watch Negative.

Mortgage Guaranty Insurance Corp.
MGIC Australia Pty Ltd

  -- Insurer Financial Strength 'A-'.

MGIC Investment Corp.

  -- Long-Term Issuer Rating 'BBB-';

  -- $200 million 5.625% senior notes due Sept. 15, 2011 'BBB-';

  -- $300 million 5.375% senior notes due Nov. 1, 2015 'BBB-';

  -- $390 million 9% convertible junior subordinated debentures
     due 2063 'BB'.

The rating action results from MGIC Investment's decision to defer
interest payments on its $390 million convertible junior
subordinated debentures due 2063.  The 'BB' rating assigned to the
convertible junior subordinated debt reflected Fitch's view of
MGIC Investment's liquidity pressures and the risk that MGIC
Investment would exercise its option to suspend payments.
Notwithstanding, the announced deferral on $390 million of MGIC
Investment's debt obligations is an indicator of the increasing
financial pressure facing the company and the mortgage insurance
sector as a whole.

Fitch notes that MGIC Investment's liquidity remains adequate to
meet intermediate term needs, with approximately $394 million of
cash held at MGIC Investment as of Dec. 31, 2008.  This level of
cash serves to mitigate the risk of breaching certain covenants on
the company's $200 million bank line by providing MGIC Investment
with the ability to pay off the credit facility prior to a
potential financial covenant breach (primarily risk-in force to
capital limits) or at its due date in 2010.  Under such a
scenario, MGIC Investment would still maintain about $200 million
of cash to service its other debt.

Fitch expects to resolve the Rating Watch Negative on the ratings
of the holding company and its subsidiaries following a review of
the company's liquidity and capital plans in conjunction with an
updated review of the operating environment for mortgage insurance
companies.

MGIC Investment is a holding company and through its wholly owned
subsidiary MGIC is a leading provider of mortgage insurance in the
U.S. As of Dec. 31, 2008, MGIC maintained U.S. risk in force net
of reinsurance of $54.5 billion and consolidated U.S. statutory
capital of $3.7 billion for a risk to capital ratio of 14.7:1.


MGM MIRAGE: May be Broken to Pieces; Must Raise Over $1 Billion
---------------------------------------------------------------
MGM Mirage could be broken into pieces, as it tries to negotiate
new terms with lenders to avoid defaulting on its debts, Jeffrey
McCracken and Tamara Audi at The Wall Street Journal report,
citing people familiar with the matter.

WSJ quoted a source as saying, "Basically everything MGM owns is
for sale."

According to WSJ, potential buyers have been considering
purchasing MGM's Bellagio casino as well as its MGM Grand Detroit.
WSJ, citing people familiar with the matter, relates that MGM has
discussed selling the Bellagio but hasn't received an attractive
bid.  WSJ notes that MGM recently agreed to sell its Treasure
Island casino hotel in Las Vegas to casino magnate Phil Ruffin for
$775 million.

WSJ relates that MGM is seeking for cash to pay off debts.  MGM,
says WSJ, must raise more than $1 billion to fund a massive, 67-
acre resort and residential project in Las Vegas called City
Center, but it has to cut debt.  WSJ notes that MGM has about
$1.27 billion in bond payments due later this year, in addition to
$674 million in existing interest payments.  Citing people
familiar with the matter, WSJ states that MGM's annual cash flow
has dropped to an estimated $1 billion this year from $2 billion
in 2007.  The sources said that MGM was negotiating with a group
of lending banks on Friday to hand up to $2 billion in liens
directly on its assets, according to the report.

                       About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported by the Troubled Company Reporter on March 12, 2009,
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.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings downgraded MGM MIRAGE's Issuer Default Rating to
'CCC' from 'B'.   Fitch said that the rating outlook remains
negative.

According to the TCR on March 3, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE by two notches; the corporate credit
rating was lowered to 'B-' from 'B+'.  These ratings remain on
CreditWatch with negative implications, where they were initially
placed on Jan. 30, 2009.


MILACRON INC: Wants to Hire Rothschild Inc. as Investment Banker
----------------------------------------------------------------
Milacron Inc. and its debtor-affiliates seek authority the United
States Bankruptcy Court for the Southern District of Ohio to
employ Rothschild Inc. as investment banker and financial advisor.

Rothschild will:

   a) identify and initiate potential "transactions", to the
      extent deemed desirable by the Debtors;

   b) review and analyze the business plans and financial
      projections prepared by the Debtors including, but not
      limited to, testing assumptions and comparing those
      assumptions to historical trends of the Debtors and
      Debtors' industry;

   c) evaluate the Debtors' debt capacity in light of its
      projected cash flows and assist in the determination of an
      appropriate capital structure for the Debtors;

   d) assist the Debtors and their other professionals in
      reviewing the terms of any proposed Transaction or other
      transaction, in responding thereto and, if directed, in
      evaluating alternative proposals for a Transaction;

   e) determine a range of values for the Debtors and any
      securities that the Debtors offer or propose to offer in
      connection with a Transaction;

   f) advise the Debtors on the risks and benefits of considering
      a Transaction with respect to the Debtors' intermediate and
      long-term business prospects and strategic alternatives to
      maximize the business enterprise value of the Debtors;

   g) assist in soliciting debtor-in-possession and/or exit
      financing;

   h) assist or participate in negotiations with the parties-in-
      interest, including, without limitation, any current or
      prospective creditors of, holders of equity in, or
      claimants against the Debtors and their respective
      representatives in connection with a Transaction;

   i) advise the Debtors with respect to and attend meetings of
      the Debtors' board of directors, creditor groups, official
      constituencies and other interested parties, as necessary;

   j) if requested by the Debtors, participate in hearings before
      the Bankruptcy Court and provide relevant testimony with
      respect to the matters described herein and issues arising
      in connection with any proposed Transaction or Plan; and

   k) render other financial advisory and investment banking
      services as may be agreed upon by Rothschild and the
      Debtors in connection with any of the foregoing.

The Debtors relate that Rothschild will carry out unique functions
and will use reasonable efforts to coordinate with the Debtors'
other employed professionals to avoid unnecessary duplication of
services.

Neil Augustine, managing director at Rothschild, tells the Court
that the firm's fee structure provides for these terms:

   a) Whether or not a "recapitalization transaction" is proposed
      or consummated, a cash advisory fee of $175,000 per month.

   b) A recapitalization fee of $3 million, payable upon the
      earlier of (i) the confirmation and effectiveness of a Plan
      or (ii) the substantial consummation of another
      Recapitalization Transaction.

   c) A fee provided that the minimum fee per transaction will be
      no less than $500,000, if Rothschild, at the request of the
      Debtors, assists the Debtors with the sale or acquisition
      of any assets of equity interests or any securities
      convertible into, or options, warrants or other rights to
      acquire the equity interests, which sale or acquisition
      does not constitute a Recapitalization Transaction, which
      fee will be payable upon the closing of any the sale or
      acquisition.

      Aggregate                           M&A Fee
      Consideration                       Percentage

      $25 million                           2.50%
      $50 million                           2.20%
      $100 million                          1.75%
      $200 million                          1.30%
      $300 million                          1.10%
      $400 million                          1.00%
      $500 million                          0.90%
      $500+ million                         0.85%

   d) A new capital fee equal to (i) 1.5% of any senior secured
      debt raised excluding any debtor-in-possession financing
      raised; (ii) 2.5% of the face amount of any junior secured
      debt raised; (iii) 4.0% of any senior or subordinated
      unsecured debt raised and (iv) 5.0% of any equity or hybrid
      capital raised.  A new Capital Fee will be payable upon the
      closing of the transaction by which the new capital is
      committed.  For the avoidance of doubt, the term "raised"
      will include the amount committed or otherwise made
      available to the Debtors whether or not the amount is drawn
      down at closing or is ever drawn down.  No New Capital Fee
      will be assessed for new money equity investments made by
      Avenue Capital Management, H.I.G., Bayside Capital, DDJ
      Capital Management, Marathon Capital Management, any other
      holder of the Senior Secured Notes or General Electric
      Capital Corporation.

Under the Fee Structure, Rothschild will credit against any
Recapitalization Fee 50% of the Monthly Fees paid in excess of
$1,050,000, and 50% of the New Capital Fees; provided, that the
sum of the Monthly Fee Credit and the New Capital Fee Credit will
not exceed the Recapitalization Fee against which it is to be
credited.

Mr. Augustine adds that prior to the petition date, the Debtors
paid Rothschild approximately $175,000 to serve as a general
retainer, which retainer amount will be returned to the Debtors
once all amounts due to Rothschild under the Engagement Letter are
paid.  In addition, Rothschild was (i) paid $440,322 on account of
monthly fees, (ii) reimbursed for $6,878 of expenses and (iii)
advanced $20,000 for estimated expenses.

Mr. Augustine assures the Court that Rothschild is a
"disinterested person: as that term is defined in Section 101(14)
of the Bankruptcy Court.

                        About Milacron Inc.

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 Hire KCC as Noticing and Disbursing Agent
----------------------------------------------------------------
Milacron Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of Ohio to employ
Kurtzman Carson Consultants as noticing, balloting and disbursing
agent.

The Debtors relate that they have thousands of creditors and
potential creditors and numerous other parties-in-interest in
these chapter 11 cases.  Due to the large quantity of creditors
that the Debtors have, the Debtors submit that the engagement of
an independent third party to provide consulting services is the
most effective and efficient manner by which to perform certain
tasks.

KCC will:

   i) perform noticing of motions and other pleadings;

  ii) perform claims management and reconciliation;

iii) oversee the distribution of solicitation materials;

  iv) receive, review and tabulate ballots;

   v) perform other administrative tasks as maintaining creditor
      lists and mailing notices;

  vi) provide computer software support and database management;
      and

vii) provide other administrative support to the Debtors
      throughout the bankruptcy proceedings.

Michael Frisberg, vice president for corporate restructuring
services of KCC, tells Court that the firm will be paid a $75,000
evergreen retainer for services and expenses in connection with
these cases.

Mr. Frisberg assures the Court that KCC is a "disinterested
person: as that term is defined in Section 101(14) of the
Bankruptcy Court.

                        About Milacron Inc.

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.


MUZAK HOLDINGS: Silver Point Wants Same Right to Extend Deadlines
-----------------------------------------------------------------
Silver Point Capital, L.P., tells the U.S. Bankruptcy Court for
the District of Delaware, that as the largest creditor of Muzak
Holdings LLC, et al., it should be given the same rights given by
the prepetition secured lenders to the Official Committee of
Unsecured Creditors with respect to extending deadlines for major
milestones in the Debtors' Chapter 11 proceedings.

On the Petition Date, the Debtors requested the Court to grant it
authority to the the Prepetition Lenders' Cash Collateral on an
interim and final basis.

On February 12, 2009, the Court authorized the Debtors' use of
cash collateral from the petition date through the date which is
the earliest to occur of (a) the expiration date of the Remedies
Notice Period or (b) August 15, 2009 (the "Specified Period").

The proposed final cash collateral order provides that prior to
the expiration of the Specified Period, or the milestones to: (i)
file a plan and disclosure statement (May 5, 2009); (ii) obtain
approval of a disclosure statement (June 15, 2009); (iii) obtain a
final order not otherwise subject to appeal confirming a plan
(August 10, 2009), the Committee may, upon notice, extend such
deadlines by an additional 35 days.

In its limited objection which was filed on March 11, 2009, Silver
Point Capital, L.P., relates that while the Committee's interests
and its interests are likely to be aligned with respect to
extending such deadlines, as it is the largest creditor of the
Debtors, and because of its debt holdings, no Chapter 11 plan can
be confirmed without its accceptance thereof, Silver Point should
not be required to depend upon the Committee to exercise such
right if Silver Point believes that the circumstances militate in
favor of an additional short extension of 35 days.

                     About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr. D. Del., Lead Case No. 09-10422).  Moelis &
Company is serving as financial advisor to the company.  Kirkland
& Ellis LLP is the Debtor's counsel.  Klehr Harrison Harvey
Branzburg & Ellers has been tapped as local counsel.  In its
bankruptcy petition, the company estimated assets and debts of
$100 million to $500 million each.


NATIONAL SEMICONDUCTOR: S&P Pares Corp. Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its
ratings on Santa Clara, California-based National Semiconductor
Corp. from CreditWatch and lowered its corporate credit and senior
unsecured ratings on the company to 'BB+' from 'BBB-'.  At the
same time, S&P assigned a recovery rating of '3' to the company's
senior unsecured debt, indicating a meaningful (50%-70%) recovery
in the event of a payment default.  The outlook is stable.

"While the company's announcement that it amended key covenants in
its bank agreements lifted a near-term concern about covenant
compliance, S&P expects continued pressure on profitability for
the near-to-intermediate term," said Standard & Poor's credit
analyst Lucy Patricola.  As a result, S&P expects debt to EBITDA
could approach 4x before the industry experiences a meaningful
recovery, which S&P does not expect before mid-2010.

Despite near-term earnings pressure, the rating reflects the
company's leading position in high performance analog
semiconductors and good liquidity.  The portfolio historically
generated high profit margins and good cash flow.  These factors
are offset by concentration in the mobile phone industry, the
high operating leverage that has exposed the company to sharp
erosion of margin when volumes decline, and the concentration of
maturing debt over the next three years.


NATIONWIDE HEALTH: Fitch Raises Preferred Stock Rating from 'BB+'
-----------------------------------------------------------------
Fitch Ratings has upgraded the ratings for Nationwide Health
Properties, Inc.:

  -- Issuer Default Rating to 'BBB' from 'BBB-';
  -- Unsecured bank credit facility to 'BBB' from 'BBB-';
  -- Senior unsecured notes to 'BBB' from 'BBB-';
  -- Preferred stock to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

Fitch's rating action is supported by improvements in NHP's
leverage and debt service coverage ratios.  NHP's debt plus
preferred stock to undepreciated book capital was 41.2% as of
Dec. 31, 2008, down from 52.6% and 48% at Dec. 31, 2006, and
Dec. 31, 2007, respectively.  Additionally, NHP's debt-to-
recurring EBITDA ratio improved to 4.5 times (x) as of Dec. 31,
2008 compared to 5.6x as of Dec. 31, 2007.

The ratings upgrade also reflects NHP's improved fixed-charge
coverage ratio (defined as recurring EBITDA less capital
expenditures and straight-line rents, divided by interest expense,
capitalized interest, and distributions on preferred stock) of
2.9x for the 12 months ending Dec. 31, 2008, up from 2.5x in 2007
and 2.0x in 2006.

The rating action acknowledges the increased diversity of NHP's
asset base, particularly as a result of its agreement with Pacific
Medical Buildings to acquire 18 medical office buildings for
$747.6 million, a 50% interest in a full-service property
management service provider, and an exclusive right (but not the
obligation) to acquire up to $1 billion of additional medical
office assets to be developed by PMB in the future.  To date NHP
has acquired 10 of the 18 medical office buildings plus two
additional medical office buildings that were outside of the
contribution agreement, totaling $260 million.

Fitch notes that the PMB acquisition has grown NHP's existing
asset base, increased its exposure to new, highly occupied medical
office buildings, and decreased its reliance on revenue from its
top senior housing and long-term care operators.  As of year-end
2008, the acquisition of the PMB buildings increased the occupancy
of NHP's medical office building portfolio by 3% and accounted for
over 57% of the net operating income generated by such portfolio.

Fitch also notes that NHP has a large and geographically diverse
portfolio of 582 properties in 43 states including 546
consolidated properties comprised of 260 assisted and independent
living facilities, 189 skilled nursing facilities, 10 continuing
care retirement communities, seven specialty hospitals, and 80
medical office buildings.

As of Dec. 31, 2008, 84% of the company's investments were subject
to master leases.  In addition, the majority of NHP's leases
contain cross-collateralization and cross-default provisions. This
minimizes adverse selection risk on weaker facilities in the
portfolio.

Fitch views positively NHP's full availability under its
$700 million unsecured credit facility and its manageable debt
maturity schedule, both of which provide NHP with financial
flexibility.  The ratings also point to the strength of NHP's
management team.

A key Fitch credit concern is the operator concentration inherent
within NHP's portfolio.  NHP's top five operators represented 40%
of its total cash rents in the fourth quarter of 2008 (4Q'08).
Fitch acknowledges that NHP's operator concentration has declined
from 48% in 1Q'07.  Fitch also notes that the current economic
crisis and the restricted flow of credit could adversely affect
NHP's tenants' ability to operate and meet obligations going
forward.  However, Fitch acknowledges that the bulk of NHP's
portfolio is net-leased to operators, and the cash flow coverage
levels at its facilities are generally solid.

The Stable Outlook centers on NHP's strong liquidity position
supported by $82.3 million of available cash, and full
availability under its $700 million unsecured credit facility,
both of which have contributed to an expected liquidity surplus of
over $500 million through December 2010.  In addition, NHP's large
pool of unencumbered assets which cover unsecured debt by 2.5x,
and NHP's manageable level of debt maturities with only 13% of
total debt maturing through 2010 and 38% through 2011, position
the company well over the next several years.

The Stable Outlook further reflects NHP's diverse, well-leased
portfolio of 84 operators, with cash rent derived from no more
than 16% of any one geographic area or operator, as well as the
master lease structure on the majority of its assets.
Additionally, the company is well-positioned to benefit from long-
term demand created by aging "baby boomers".

Fitch's existing ratings and Outlook for NHP could come under
pressure if (i) Fitch-defined fixed charge coverage were to fall
below 2.5x or lower for several consecutive quarters, (ii) if
NHP's ratio of total debt plus preferred stock to undepreciated
book capital were to increase to above 50% for several consecutive
quarters, (iii) if NHP's portfolio undergoes a declining trend in
operating performance for several consecutive quarters, and (iv)
if NHP were to increase its exposure to its top operators.

Conversely, the current ratings or Outlook may improve if NHP were
to increase the size of the company substantially, further
diversify the lines of trade within its portfolio, maintain a
manageable level of exposure to its top care operators while
maintaining a minimum fixed charge coverage of 3x, and a maximum
total debt plus preferred stock to undepreciated book capital
ratio below 40% on a sustained basis.

Based in Newport Beach, California, Nationwide Health Properties
is a self-managed and self-administered real estate investment
trust that invests in senior housing facilities, long-term care
facilities, and medical office buildings.  As of Dec. 31, 2008,
the company had investments in 582 health care facilities in 43
states.


PACIFIC SCP: A.M. Best Affirms & Removes Fair FSR Upon Merger
-------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating (FSR) of B
(Fair) and issuer credit rating (ICR) of "bb" of Surety Company of
the Pacific (SCP) (Encino, CA) as the company was acquired by
American Contractors Indemnity Company (ACIC) (Los Angeles, CA), a
subsidiary of HCC Insurance Holdings, Inc. (Houston, TX) [NYSE:
HCC] on February 20, 2009.

Following the acquisition, A.M. Best withdrew the ratings and
assigned an NR-5 (Not Formally Followed) to the FSR and an "nr" to
the ICR as SCP was dissolved and merged into ACIC.  The outlook
for these ratings was negative, and the ratings of ACIC are
unchanged.

SCP's ratings were placed under review with negative implications
on November 25, 2008, following the net operating losses reported
earlier in 2008, the significant reduction in capital caused by
these losses and the statutory earnings drag associated with the
company's unearned premium reserves.  The under review status also
contemplated the pending sale of the company to ACIC and the
rating consequences that would have occurred if the transaction
was not consummated.

On March 3, 2009, HCC announced that ACIC had received regulatory
approval of the deal from the California Department of Insurance.
Concurrent with the acquisition of SCP by ACIC, the company's
ratings were removed from under review and affirmed.  Shortly
following the acquisition, SCP was merged into ACIC, with all its
assets and liabilities absorbed by ACIC.  Upon SCP's merger and
dissolution, its ratings were withdrawn.  Prior to being merged,
SCP was a leading provider of contractor license and permit bonds
in California.


PACIFIC ENERGY: Secures Creditor Protection in Canada
-----------------------------------------------------
Pacific Energy Resources Ltd. has obtained creditor protection in
Canada under the Companies' Creditors Arrangement Act (Canada)
pursuant to an initial order granted on March 12, 2009, by the
Supreme Court of British Columbia.  The Company's Board of
Directors authorized the Company to take this action as the best
alternative for the long-term interests of the Company, its
employees, creditors and other stakeholders.

CCAA protection will stay creditors, suppliers and others from
enforcing any rights against the Company and will afford the
Company the opportunity to restructure its affairs.  The Court has
granted CCAA protection for an initial period expiring
April 9, 2009, to be extended thereafter as the Court deems
appropriate.  If by April 9, 2009, the Company has not filed a
restructuring plan or obtained an extension of the CCAA
protection, creditors and others will no longer be stayed from
enforcing their rights.  The Company will provide a further news
release on or before April 9, 2009, which will provide an update.

While under CCAA protection, the Company's management remains
responsible for the day-to-day operations of the Company.  The
Court has appointed Todd McMahon Inc. as Monitor, who will be
responsible for monitoring the course and conduct of the U.S.
proceedings as well as the Company's ongoing operations and
reporting to the Court.

The Company also announces that it has now closed on a
$44 million debtor-in-possession financing and has received
initial funding from the lenders.  The DIP financing combined with
the Company's operating revenue will provide sufficient liquidity
to fund working capital, meet ongoing obligations and ensure that
normal operations continue without interruption during its
restructuring.

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.


PALLAS CAPITAL: Fitch Affirms Counterparty Risk Rating
------------------------------------------------------
Fitch Ratings has affirmed Pallas Capital Corporation:

  -- Counterparty risk rating affirmed at 'AAA/F1+'

Since Fitch's last review and affirmation on June 11, 2008, there
has been a considerable increase in asset price volatility coupled
with a decrease in the liquidity of many collateral types.  In
addition, Fitch downgraded the repo counterparty, Depfa Bank Plc,
to 'A-/F1' from 'AA-/F1+'.  Given these developments, Pallas has
taken steps to increase their credit profile to be consistent with
a 'AAA/F1+' rating.  These steps include amendments to their
existing requirements for short-term liquidity, advance rate
levels, and eligible asset collateral types and concentrations
limits.

Pallas has maintained sufficient collateral for the program to
pass its collateralization tests.  As of Feb. 27, 2009, there was
approximately 40% of subordination to the guaranteed investment
contract holders for the collateral within Pallas.  The
subordination is on a market value basis and reflects the market
price declines experienced in 2008.  Eligible collateral now
includes non-auction-rate 'AAA' FFELP student loan ABS, 'AAA' CMBS
and corporate debt securities with ratings of 'B-' or greater.
Corporate debt securities are limited to a maximum of 6.5% in
securities with ratings below 'BB-', and a maximum of 3% in issuer
exposure.  In addition, the short term liquidity requirement has
been increased to F1+ from F1.  The rating affirmation is
therefore due to these program amendments, which are consistent
with Fitch's market value criteria at a 'AAA/F1+' level.

Pallas issues GICs and enters into reverse repurchase agreements
with eligible counterparties.  Eligible counterparties will post
collateral to the program and will receive funding for the market
value of those assets less the amounts indicated by program
advance rates.  Required subordination levels based upon program
advance rates are maintained via weekly margin calls.  Pallas will
also invest in short term investments with short-term ratings of
F1+ in order to maintain the minimum liquidity level for the
program.  Currently, the only counterparty in the program is Depfa
Bank Plc (IDRs rated 'A-/F1').


PALM INC: Completes Offering of $23.1MM Shares; to Get $83.9MM
--------------------------------------------------------------
Palm Inc. on Friday said it has consummated the public offering of
23,125,000 shares of its common stock together with 3,468,750
additional shares sold pursuant to the exercise by the
underwriters of their over-allotment option.

On March 9, 2009, Palm said it has increased the size of its
public offering of common stock to roughly 23.125 million shares
at an offering price to the public of $6.00 per share.

As reported by the Troubled Company Reporter, Palm said it has
increased the size of its public offering of common stock to
roughly 23.125 million shares, including roughly 18.5 million
common shares underlying 49% of the units of Series C preferred
stock and warrants acquired by Elevation Partners in January 2009.
The public offering price per share is $6.00.

Palm said it would receive net proceeds of roughly $83.9 million.
Palm expects to use the proceeds to strengthen its working capital
position and to further bolster the resources it is devoting to
the launch of the Palm(R) Pre(TM) and future product-development
efforts.

Palm said the underwriters will have a 30-day option to purchase
roughly 3.5 million additional shares of common stock from Palm to
cover over-allotments, if any.

Elevation Partners, which will recoup the $49 million it
originally paid for the units, will use those funds to purchase
roughly 8.2 million shares of Palm's common stock in the offering
at the public offering price, Palm said.

A full-text copy of Palm's Prospectus is available at no charge
at:

               http://ResearchArchives.com/t/s?3a49

On March 3, 2009, Palm announced preliminary results for the third
quarter of fiscal year 2009, ended February 27, 2009.  Palm is
scheduled to report financial results on March 19, 2009.

Palm expects to report revenues for the third quarter of fiscal
year 2009 in the range of $85 million to $90 million.  The revenue
declines versus the second quarter of fiscal year 2009 and third
quarter of fiscal year 2008 are the result of reduced demand for
our maturing legacy smartphone products, the challenging economic
environment and later-than-expected shipments of the TreoTM Pro in
the United States.  Palm expects declining revenues and continued
margin pressure from its legacy product lines in the fourth
quarter of fiscal year 2009.

Palm said cash used in its operations for the third quarter of
fiscal year 2009 is expected to be between $95 million and
$100 million.  Cash, cash equivalents and short-term investments
balance is expected to be between $215 million and $220 million at
the end of the third quarter of fiscal year 2009.

Morgan Stanley & Co. Incorporated and J.P. Morgan Securities Inc.
served as joint book-running managers for the offering.

               Palm Clarifies Investor's Interview

On March 5, 2009, Bloomberg L.P. broadcast an interview with Roger
McNamee, a Palm investor, on its Bloomberg TV television station
at 1:10 pm Eastern time.  Later that day Bloomberg posted the
interview on its Web site, Bloomberg.com, and published an article
written by Rochelle Garner and Hugo Miller via Bloomberg's news
service and on Bloomberg.com.  Both the interview and article
discussed Palm and the Palm(R) Pre(TM) smartphone, which Palm
plans to introduce during the first half of 2009 to win back
customers from Apple's iPhone and Research in Motion's Blackberry.

Mr. McNamee is Co-Founder and Managing Director at Elevation
Partners, which in December increased its stake in Palm to 39%.

Mr. McNamee, according to Bloomberg, said Palm new Pre smart phone
will lure customers away from Apple Inc.'s iPhone when
subscribers' contracts start expiring in June.  "You know the
beautiful thing: June 29, 2009, is the two- year anniversary of
the first shipment of the iPhone," Mr. McNamee told Bloomberg.
"Not one of those people will still be using an iPhone a month
later."

Palm said in a regulatory filing that Mr. McNamee's statement is
an exaggerated prediction of consumer behavior pattern and is
withdrawn.

Mr. McNamee told Bloomberg "there are aspects of the Pre that are
unlike any phone you've every seen before," and that "the Pre is
the first one that is the next generation" and "the result is it
does a lot of things the others guys don't do."  Palm clarified
that Palm Pre will be running on a different platform -- Palm
webOS(TM) -- and as a result will have different operating
characteristics and features than other phones.  Palm said the Pre
is still under development and it is premature to compare its full
functionality with that of other phones.

                          About Palm Inc.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

                          *     *     *

The Troubled Company Reporter said March 6, 2009, that Standard &
Poor's Ratings Services lowered its corporate credit rating on
Palm Inc. to 'CCC' from 'CCC+'.  The outlook is negative.  The
action reflects significant further declines in revenues and
liquidity, said Standard & Poor's credit analyst Bruce Hyman.

As of November 30, 2008, the company's balance sheet showed total
assets of $660,926,000, total liabilities of $811,503,000, Series
B redeemable convertible preferred stock of $260,496,000,
resulting in total stockholders' deficit of $411,073,000.


PALM INC: Elevation Partners Has 34.2% Equity Stake
---------------------------------------------------
Elevation Partners, L.P., reports that it holds 65.6 million
shares of Palm, Inc., representing a 34.2% stake in the company.

On March 9, 2009, Palm delivered a notice to Elevation and
Elevation Employee Side Fund, LLC exercising its right pursuant to
the parties' Securities Purchase Agreement to require Elevation
and Side Fund to sell an aggregate of 49,000 Units pursuant to an
underwritten public offering.

Elevation and Side Fund entered into an Underwriting Agreement
with Palm, Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc., pursuant to which Elevation and Side Fund agreed
to sell an aggregate of 49,000 Units to the Underwriters at the
same price paid by Elevation and Side Fund for such Units.  In
addition, Elevation and Side Fund agreed to purchase from the
Underwriters 8,163,500 and 3,166 shares of Common Stock being
offered in such Public Offering, respectively.

As reported in today's Troubled Company Reporter, the sale of the
Units to the Underwriter and the purchase of Common Stock in the
Public Offering closed on March 13, 2009.

Pursuant to the terms of the Securities Purchase Agreement, Palm
will reimburse Elevation and Side Fund for expenses incurred by
them in connection with the Forced Resale.

In connection with the execution of the Underwriting Agreement and
pursuant to the terms therein, Elevation and Side Fund have
entered into commitments with the Underwriters not to engage in
any sales of shares of Common Stock or securities convertible into
or exercisable or exchangeable for Common Stock other than
pursuant to the Underwriting Agreement for a period ending 60 days
from the date on which Palm's Prospectus Supplement with respect
to the Offering (the "Prospectus") is filed.

In addition, Elevation Partners' Roger McNamee and Fred Anderson,
in their capacity as members of Palm's board of directors, have
each executed a letter agreement to the Underwriter restricting
each of them from engaging in any sales of shares of Common Stock
or securities convertible into or exercisable or exchangeable for
Common Stock for a period ending 90 days from the date on which
the Prospectus is filed.

On March 10, 2009, Elevation Partners, and Messrs. McNamee and
Anderson filed Form 4s disclosing their ownership of Palm
securities.  Elevation also holds Palm's Series C Convertible
Preferred Stock and warrants to buy more Palm shares.  Messrs.
McNamee and Anderson may be deemed to indirectly own the
securities.

A full-text copy of Elevation's Form 4 filing is available at no
charge at: http://ResearchArchives.com/t/s?3a4a

A full-text copy of Roger McNamee's Form 4 filing is available at
no charge at: http://researcharchives.com/t/s?3a4b

A full-text copy of Fred Anderson's Form 4 filing is available at
no charge at: http://researcharchives.com/t/s?3a4c

                          About Palm Inc.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

                          *     *     *

The Troubled Company Reporter said March 6, 2009, that Standard &
Poor's Ratings Services lowered its corporate credit rating on
Palm Inc. to 'CCC' from 'CCC+'.  The outlook is negative.  The
action reflects significant further declines in revenues and
liquidity, said Standard & Poor's credit analyst Bruce Hyman.

As of November 30, 2008, the company's balance sheet showed total
assets of $660,926,000, total liabilities of $811,503,000, Series
B redeemable convertible preferred stock of $260,496,000,
resulting in total stockholders' deficit of $411,073,000.


POWERMATE CORP: Wants Plan Filing Period Extended to July 10
------------------------------------------------------------
Powermate Holding Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the exclusive periods within
which only they may file a Chapter 11 plan and solicit acceptances
of that plan through and including July 10, 2009, and September
10, 2009, respectively.

This is the Debtors' third exclusivity extension request.  On
December 5, 2008, the Court extended the Debtors' exclusive filing
and solicitation periods to March 12, 2009, and May 12, 2009,
respectively.

The Debtors tell the Court that they have already liquidated the
majority of their assets and have been actively focused on
resolving their disputes with the Lowe's Companies, Home Depot,
and the Pension Benefit Guaranty Association, and thus, have not
had sufficient time to begin the Chapter 11 plan process.

                       About Powermate Corp.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, and pressure washers.
Powermate Holding Corp. is the parent of Powermate Corp.  In
turn, Powermate Corp. owns 100% of Powermate International Inc.
Powermate Corp. operates the companys assets located in the
United States. Powermate International has sales employees in
Hong Kong and the Philippines.  Powermate Holding has no
employees or operations.  Sun Capital Partners bought 95% of
Powermate in 2004.

Powermate Holding has two other non-debtor subsidiaries,
Powermate Canadian Corp., located in Canada and Powermate S. de
R.L. de C.V., which is domiciled in Mexico.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., Daniel A. O'Brien,
Esq., at Bayard P.A., represent the Creditors Committee as local
counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


RADIAN ASSET: Moody's Pares Insurance Strength Ratings to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from A3 the
insurance financial strength ratings of Radian Asset Assurance and
its wholly owned subsidiary, Radian Asset Assurance Limited.  The
rating action concludes a review for possible downgrade that was
initiated on October 10, 2008, and follows Moody's downgrade of
Radian Group Inc.'s primary mortgage insurance subsidiaries (to
Ba3 for insurance financial strength) on February 13, 2009.  The
outlook for Radian Asset's insurance financial strength ratings is
stable.

The rating actions have implications for the various transactions
wrapped by Radian Asset as discussed later in this press release.

Moody's said that the downgrade of Radian Asset reflects the
substantial deterioration in the credit profile of Radian
Guaranty, the group's main mortgage insurance operating company
and parent of Radian Asset, coupled with increased loss estimates
on Radian Asset's pooled corporate exposures.

According to Moody's, Radian Group's management has stated that it
has discontinued, for the foreseeable future, writing any new
financial guaranty business in light of current market conditions,
and that it intends to utilize Radian Asset's available capital to
support its mortgage insurance operations.  The rating agency said
that, while Radian Asset's capital profile remains strong
currently, it could well decline over time as capital resources
are diverted from the company to support Radian's substantially
weakened mortgage insurance platform.  This risk is partially
mitigated by regulatory constraints on dividend distributions from
the financial guarantor, added Moody's.

As discussed in several recent Moody's Special Reports, credit
conditions for residential mortgage-backed securities, corporate
CDOs and CMBS have continued to deteriorate, which has negatively
affected Moody's estimates of Radian Asset's expected-case and
stress-case losses.  While Radian Asset has limited exposure to
mortgage-related risks in its insured portfolio, approximately 40%
of the company's net par outstanding is concentrated in highly-
rated mezzanine tranches of pooled corporate exposures.  These
large and potentially correlated risks could meaningfully weaken
the company's capital adequacy position should the performance of
these exposures deteriorate, particularly in light of the current
economic environment.

Moody's stated that the stable outlook reflects Radian Asset's
significant capital cushion relative to expected and stress loss
levels, together with regulatory limitations on the extraction of
capital from the financial guarantor.

                Treatment Of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in Moody's special comment entitled
"Assignment of Wrapped Ratings When Financial Guarantor Falls
Below Investment Grade" (May, 2008); and Moody's
November 10, 2008 announcement entitled "Moody's Modifies Approach
to Rating Structured Finance Securities Wrapped by Financial
Guarantors".

In light of the downgrade of Radian Asset to below the investment
grade level, Moody's will position the ratings of all structured
transactions wrapped by Radian Asset at the higher of the
underlying rating of the structured security -- regardless of
whether the underlying rating is published or not -- and Radian
Asset's Ba1 rating.

For all other transactions wrapped by Radian Asset, including
municipal securities, Moody's will withdraw the ratings for which
there are no published underlying ratings in accordance with
current rating agency policy.  For these transactions, if the
rating of Radian Asset should subsequently move back into the
investment grade range, or if the agency should subsequently
publish the underlying rating, Moody's would reinstate the rating
to the wrapped instruments.

List Of Rating Actions

These ratings have been downgraded, with a stable outlook:

* Radian Asset Assurance Inc. -- insurance financial strength to
  Ba1 from A3;

* Radian Asset Assurance Limited -- insurance financial strength
  to Ba1 from A3.

The last rating action related to Radian Asset occurred on October
10, 2008, when Moody's placed the company's ratings on review for
possible downgrade.

Radian Group, Inc. is a US based holding company which owns a
mortgage insurance platform comprised of Radian Guaranty, Radian
Insurance and Amerin Guaranty, as well as a financial guaranty
insurance company, Radian Asset.  The group also has investments
in other financial services entities.  As of December 31, 2008,
Radian Group had total assets of $8.1 billion and $2.0 billion in
shareholder's equity.


REDMAN-HIRAHARA FOUNDATION: Files for Chapter 11 Bankruptcy
-----------------------------------------------------------
Ramona Turner at Santa Cruz Sentinel reports that Redman-Hirahara
Foundation has filed for Chapter 11 bankruptcy protection.

According to Santa Cruz Sentinel, people who are trying to restore
the historic Redman-Hirahara farmhouse off Highway 1 said that
Redman-Hirahara Foundation would have been foreclosed on Tuesday,
the same day it filed for bankruptcy.  Santa Cruz Sentinel relates
that those people were trying to turn the farmhouse into a
visitors' center that will tell the history of the Pajaro Valley.

Santa Cruz Sentinel relates that Redman-Hirahara Foundation bought
the 14-acre property for $1.9 million in 2005, less than the $2.4
million that the property owner, Green Farm LLC, was seeking.
Citing Redman-Hirahara Foundation, the report says that an
appraisal in 2008 revealed that the property wasn't worth either
price.  "The property should not be valued at such an appraised
value because it's zoned as agriculture," the report quoted
Redman-Hirahara Foundation board member Dean Cooley as saying.
Mr. Cooley, the report states, said that two higher prices were
based on assumptions that the property would be commercially
developed.  According to the report, Mr. Cooley said, "We had it
reappraised a year ago and it was $945,000.  That's significantly
lower than $2.4 million."

Santa Cruz Sentinel, citing Mr. Cooley, states that the lower
appraisal became an issue with the board.  Redman-Hirahara
Foundation started trying to renegotiate the property and stopped
making its mortgage payments last year, says Santa Cruz Sentinel.

Santa Cruz Sentinel reports that the mortgage holder, Green Farm
LLC, has agreed to knock a couple hundred thousand off the
purchase price to $1.5 million, about $200,000 out of Redman-
Hirahara Foundation's price range.

"We paid twice as much as it's worth.  We either need to get out
of the mortgage or try another route.  Our mission is the house
not the mortgage," Santa Cruz Sentinel quoted Redman-Hirahara
Foundation board member Barbara Powell as saying.

According to Santa Cruz Sentinel, Redman-Hirahara Foundation owes
$68,000 in back taxes.  "We thought we could get a welfare
exemption to lower the taxes," but the foundation didn't qualify
and has since worked out a payment plan, the report says, citing
Ms. Powell.

Santa Cruz Sentinel relates that Redman-Hirahara Foundation has
more than $2 million in liabilities.  The Company will meet with
its creditors on April 15, according to the report.  The report
states that the Company's creditors include:

     -- Green Farm Limited Partnership, owed about $1.7 million;
     -- Mark Frederickson, owed about $240,000;
     -- Michael Garavaglia, owed about $5,200;
     -- RJL Inc (Fresno House Movers), owed about $56,000; and
     -- Santa Cruz County Treasurer-Tax Collector, owed about
        $68,000

Redman-Hirahara Foundation -- http://www.redmanhouse.com/-- is
based in Watsonville, California.  The Company is trying to
restore the historic Redman-Hirahara farmhouse off Highway 1.


RH DONNELLEY: Hires Lazard to as Financial Adviser
--------------------------------------------------
Reuters reports that R.H. Donnelley Corp. said that it has hired
Lazard Freres to help evaluate its capital structure.

According to Reuters, R.H. Donnelley said on Thursday that it was
undertaking restructuring efforts with bondholders as it continues
to deal with a sharp decline in advertising revenue.

R.H. Donnelley Chief Financial Officer Steven Blondy, Reuters
relates, said that the Company will begin negotiations with its
bondholders and banks on amending, refinancing or restructuring
its debt obligations.

                      About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported by the Troubled Company Reporter on February 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. by three notches to 'CCC+' from
'B+'.  S&P said that the rating outlook is negative.

According to the TCR on February 11, 2009, Moody's Investors
Service downgraded R.H. Donnelley's Corporate Family Rating to
Caa1 and its Probability of Default Rating to Caa2, prompted by
concerns that the company may determine that a complete debt
restructuring represents the best alternative of addressing its
currently challenged capital structure.

The TCR reported on February 9, 2009, that Fitch Ratings
downgraded these ratings of R.H. Donnelley Corp
(RHD):

  -- Issuer Default Rating to 'CC' from 'B';
  -- Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'.


SALEM LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Salem Logistics Management, LLC
        301 North Main Street, Suite 2600
        Winston-Salem, NC 27107

Bankruptcy Case No.: 09-50504

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Salem Logistics Distribution Services, LLC         09-50505
Overbrook Holdings, LLC                            09-50506

Type of Business: The Debtors provide inbound logistic services.

                  See: http://www.salemlogistics.com/

Chapter 11 Petition Date: March 11, 2009

Court: Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: R. Bradford Leggett, Esq.
                  rbleggett@allmanspry.com
                  380 Knollwood St., Suite 700
                  P.O. Box 5129
                  Winston-Salem, NC 27113-5129
                  Tel: (336) 722-2300
                  Fax: (336) 722-8720

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A full-text copy of the Debtors' petition together with its list
of 20 largest unsecured creditors:

             http://bankrupt.com/misc/ncmb09-50504.pdf

The petition was signed by David F. Eshelman.


SEALY CORP: Human Resource VP Dabiero Discloses Equity Stake
------------------------------------------------------------
Carmen J. Dabiero, Sr. VP-Human Resources at Sealy Corp.,
disclosed holding 577 shares of the company's common stock.  Ms.
Dabiero also has options to acquire additional Sealy Corp. shares.

As of January 2, 2009, there are 91,806,885 shares of Sealy Corp.
common stock outstanding.

                      About Sealy Corporation

Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE:
ZZ) -- http://www.sealy.com/-- manufactures and markets a broad
range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.
Sealy operates 26 plants in North America, and has the largest
market share and highest consumer awareness of any bedding brand
on the continent.  In the United States, Sealy sells its products
to 2,900 customers with more than 7,000 retail outlets.  Sealy is
also a leading supplier to the hospitality industry.

                           *     *     *

In January 2009, Moody's Investors Service downgraded all of Sealy
Corporation's ratings by one notch (corporate family and
probability of default to B2, first lien credit facility to Ba3
and subordinated notes to Caa1) following the recent announcement
that Q4 operating results were significantly weaker then expected.
At the same time, Moody's assigned an SGL 3 liquidity rating to
Sealy.  The ratings outlook remains negative.

Fourth quarter results were significantly below Moody's
expectations.  While Moody's expected revenue to significantly
decrease in the quarter, the decrease exceeded Moody's
expectations and Moody's did not expect a net loss or essentially
breakeven operating cash flow.

Sealy Corp. reported $2.8 million net loss for the year ended
November 30, 2008, on net sales of $1.49 billion, compared to a
net income of 79.3 million in year 2007 on net sales of
$1.70 billion.

As of November 30, 2008, Sealy Corp. had $920.8 million in total
assets and $1.08 billion in total liabilities, resulting in $164.8
million in stockholders' deficit.


SEARS HOLDINGS: To Shutter Kmart Stores, Cut At Least 250 Workers
-----------------------------------------------------------------
In the process of shutting down underperforming stores in
Florida, Kmart Corp. laid off more than 240 workers, Tampa Bay
Business Journal reports.

Two of the stores being closed are at 2800 34th St. North and
3951 34th St. South in St. Petersburg.  The two stores employ 108
employees who may qualify for jobs in other Kmart or Sears
outlets or get severance pay, St. Petersburg Times reports.

According to the Orlando Business Journal, Kmart is also cutting
58 jobs at its Winter Park stores effective May 8, 2009.

A list of store closings as of February 26, 2009, posted at the
Web site of Kmart's parent, Sears Holdings Corporation, may be
accessed for free at:

  http://www.searsmedia.com/tools/closing_02262009.pdf

Kmart's parent, Sears Holdings, has reported its fourth quarter
and full year 2008 results:

  * net income for the quarter of $190 million as compared to
    net income of $426 million in the fourth quarter of 2007;

  * fully diluted earnings per share for the quarter of $1.55 as
    compared to fully diluted earnings per share of $3.17 in the
    fourth quarter of 2007;

  * adjusted EBITDA of $885 million in the fourth quarter as
    compared to $1 billion in the fourth quarter of 2007;

  * total impairment, store closing and severance charges of
    $336 million for the fourth quarter of fiscal 2008;

  * Kmart adjusted EBITDA increased 18% to $321 million in the
    fourth quarter of fiscal 2008 as compared to the fourth
    quarter of fiscal 2007;

  * implemented actions to improve operational efficiency in
    response to the economic climate which contributed to a
    reduction of $211 million in domestic selling and
    administrative expenses during the fourth quarter of fiscal
    2008 and a $1 billion reduction in domestic inventory;

  * reduced total short-term borrowings on our $4 billion
    revolving credit facility from $1.9 billion at November 1,
    2008 to $435 million at January 31, 2009;

  * repurchased 2.9 million shares for $120 million and debt
    securities for $29 million during the fourth quarter;

  * maintained strong balance sheet and liquidity position; and

  * Kmart began operating its own footwear business on January
    1, 2009, which had previously been operated by a third
    party.

According to W. Bruce Johnson, Sears Holdings' interim chief
executive officer and president, fiscal year 2008 was a very
difficult year for the U.S. economy, and its effect on consumer
confidence reflects the turmoil that has enveloped the retail
industry and Sears' business.  However, he reveals that Sears is
pleased with Kmart's performance, which increased its adjusted
EBITDA in the quarter from the prior year despite the difficult
environment.

A full-text copy of Sears' fourth quarter and full year 2008
results containing, among others, the company's adjusted EBITDA
and financial statements is available for free at:

             http://bankrupt.com/misc/Sears2008.pdf

                          About Kmart Corp.

Kmart Corporation is a predecessor operating company of Kmart
Holding. In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws. The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.

Kmart completed its merger with Sears, Roebuck and Co. on
March 24, 2005.

                   About Sears Holdings Corporation

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- parent of Kmart
Holding Corp. and Sears, Roebuck and Co., is a broadline retailer
with 2,317 full-line and 1,150 specialty retail stores in the
United States operating through Kmart and Sears and 380 full-line
and specialty retail stores in Canada operating through Sears
Canada Inc., a 70%-owned subsidiary. Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including such well-known labels as Lands' End, Jaclyn
Smith and Joe Boxer, as well as the Apostrophe and Covington
brands. It also has Martha Stewart Everyday products, which are
offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.

                         *     *     *

In February 2009, Standard & Poor's placed Sears Holdings 'BB-'
corporate credit rating on Negative watch.

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006. The
rating still hold to date with a stable outlook.


SEMGROUP LP: Court Sets April 20 Bar Date for Claims vs. Holdings
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established April 20, 2009, at 5:00 p.m. (prevailing Pacific Time)
as the last date and time for each person or entity to file proofs
of claim against SemGroup Holdings, L.P.

All proofs of claim must be filed so as to be received on or
before the SGHLP General Bar Date at:

     SemGroup Claims Processing
     c/o Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245

For questions regarding the SGHLP General Bar Date, claimants may
contact the SemGroup Hotline at (866) 721-4779.

                        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)


SOURCE INTERLINK: Rising Debt Leverage Cues S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and issue-level ratings on Bonita Springs, Florida-based
Source Interlink Cos. Inc.  S&P lowered the corporate credit
rating to 'CCC' from 'B-'.  At the same time, S&P removed the
ratings from CreditWatch, where they were placed with negative
implications on Dec. 18, 2008.  Total debt was $1.416 billion as
of Oct. 31, 2008. The rating outlook is negative.

"The downgrade reflects the effect of the recession and secular
trends on the company's operating performance, its rising debt
leverage, and a thinning margin of compliance with its term loan
financial covenant," said Standard & Poor's credit analyst Hal F.
Diamond, "along with limited liquidity."  It also reflects S&P's
concerns regarding management's ability to achieve cost savings
to offset revenue declines and generate positive discretionary
cash flow.  "S&P is concerned that secular and cyclical trends
affecting the company's businesses, together with its tightening
loan covenant, may become insurmountable," added Mr. Diamond.


SPECTRUM BRANDS: $235MM DIP Facility Revised; Court OKs Loan
------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Western District of Texas granted Spectrum Brands Inc. and its
debtor-affiliates, on a final basis, to obtain $235 million of DIP
loans from a consortium of lenders led by Wachovia Bank, National
Association, as administrative agent.  Judge Lynn signed an
interim DIP Order on February 6, 2009.

Prior to the Court's final approval of the DIP Facility, in
compliance of the Court's Interim Financing Order, the Debtors
informed the Court that they have executed the Ratification and
Amendment Agreement for their Interim DIP Financing, dated
February 5, 2009, with the Subsidiary Loan Parties led by
Wachovia Bank, National Association, as Administrative Agent,
Collateral Agent, and a Supplemental Loan Lender.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, discloses that the Ratification and Amendment
Agreement represents the final agreement among the parties with
respect to the DIP financing.

As a prelude to the ratification, the parties have agreed on
these amendments:

  (i) deletion of definitions of certain terms in the ratified
      agreement; and

(ii) amendments to Asset Based Lending collateral agreement.

A full-text copy of the Ratification Agreement is available for
free at: http://bankrupt.com/misc/spectrum_DIP_ratif_agrmnt.pdf

The DIP commitment consists of:

  (i) Revolving Loans in an amount up to $190 million; and

(ii) a Supplemental Loan, in the form of an asset based
      revolving loan, in an amount up to $45 million, extended
      by D.E. Shaw & Co., Avenue Capital Management, and
      Harbinger Management or their affiliates.

Proceeds from the DIP Loans will be used to fund the Debtors'
operations in accordance with a 13-Week Budget, available for
free at: http://bankrupt.com/misc/spectrum_dip_budget.pdf

The Court also granted Wachovia valid and perfected first
priority interests and liens effective as of the Petition Date.
The prepetition and postpetition liens and security interests of
Wachovia, will continue to be senior in priority to all other
interests and liens.

                      Carve-Out Expenses

The Agent's liens and administrative claims related to the DIP
Loans will be subordinate only to the Carve-Out, which means:

  -- statutory fees payable to the U.S. Trustee pursuant to
     Section 1930(a)(6) of the Judiciary and Judicial
     Procedures;

  -- fees payable to the Clerk of the Court; and

  -- the unpaid and outstanding reasonable fees and expenses
     actually incurred by attorneys, accountants and other
     professionals retained by the Debtors and any Committees
     under Section 327 or 1103(a) of the Bankruptcy Code in an
     aggregate amount not to exceed $3,000,000.

At the Agent's sole discretion, it may, at any time in accordance
with the Credit Agreement, establish a Reserve against the amount
of Revolving Loans, Supplemental Loans or other credit
accommodations that would otherwise be made available to the
Debtors pursuant to the lending formulas contained in the Credit
Agreement in respect of the Professional Fee Carve-Out and the
other Carve-Out Expenses.

So long as the Agent has not issued a Default Notice, Debtors
will be permitted to pay Allowed Professional Fees of the
Professionals in accordance with the Budget and any amounts paid
prior the delivery of Default Notice will not reduce the
Professional Fee Carve-Out.

Payment of any Carve-Out Expenses, whether by or on behalf of the
Agent or any Lender, will not reduce the Obligations, and will to
subordinate any of the Agent's and the Lenders' liens and
security interests in the Collateral or their Superpriority Claim
to any junior pre- or postpetition lien, interest or claim in
favor of any other party.

                   Prepayment and Exit Fees

Prior to the hearing on the final approval of the DIP Motion,
Goldman Sachs Credit Partners, L.P., the Administrative Agent for
a consortium of lenders who extended $1.6 billion of prepetition
loans to the Debtors, asked the Court to deny the motion because:

  (i) the Debtors refuse to provide adequate protection of the
      Term Lenders' secured interests;

(ii) the Exit Fees of the proposed DIP Facility are excessive
      and the Debtors have not met their burden of proof that
      the break-up fees should be awarded; and

(iii) the release of the DIP Lenders is too broad, and should be
      be excised or modified.

By refusing to provide adequate protection in the form of current
payment of interest as well as fees and expenses accruing during
the case, the Debtors impose entirely on the Term Lenders the
risk that the Debtors will not emerge in their desired time
frame, Eric B. Terry, Esq., at Haynes and Boone, LLP, in San
Antonio, Texas, argued for the Term Lenders.

Mr. Terry also complained that the DIP Motion does not describe
the release provisions required by the DIP Lenders.

The Final DIP Order provides that the Debtors will pay to the
Supplemental Loan Lender, for the account of the Supplemental
Loan Participants, an exit fee of 2.0% of any principal amount of
the Supplemental Loan prepaid or repaid, but only in the case of
a permanent repayment of that principal and other than after the
exercise of secured creditor remedies during the occurrence and
continuance of an Event of Default.  The exit fee will be 4.0% if
that principal is repaid or prepaid, other than in connection
with an Excluded Circumstance, with the proceeds of any financing
provided, in whole or in part, and whether directly or
indirectly, by any of the Prepetition Term Loan Lenders or any of
their affiliates, participants, members, agents, or
representatives who are parties to the March 3, 2009, commitment
letter.

                         Equity Fee

Charles F. McVay, the U.S. Trustee for Region 7, raised to the
Court prior to the hearing its concern about the effect of the
equity fee on the bondholder creditors not represented by the
Supplemental Loan Participants, many of whom still may not have
notice of the DIP Financing Motion and the proposed equity fee.

The DIP Motion proposed that the Supplemental Loan Participants
receive, in addition to generous monetary fees and reimbursed
costs, an equity fee equal to 9.9% of the outstanding common
stock of Spectrum, as reorganized.

In a separate filing, Mittleman Brothers, LLC, which holds a
5.02% equity stake in Spectrum Brands, pointed out that the
Equity Fee will be worth $51,678,000, which is 115% of the
maximum principal amount of the $45,000,000 Supplemental Loan
offered by the Noteholders.  The amount, Mittleman complained, is
exorbitant and out of bounds.

The Final DIP Order provides that notwithstanding anything to the
contrary:

  (a) if any holders of claims, other than the Notes, or
      interests will become entitled to receive shares of
      Spectrum Brands, Inc.'s common stock pursuant to a plan of
      reorganization confirmed in connection with the Chapter 11
      cases, then the Equity Fee will not dilute the
      distribution of the Spectrum Brand's common stock to the
      Other Recipients; and

  (b) the Supplemental Loan Participants will cause U.S. Bank
      National Association, as indenture trustee for the Notes,
      to deliver to DTC for distribution to beneficial holders
      of the Notes, notices informing beneficial holders of the
      Notes of an opportunity for them to sub-participate in the
      Supplemental Loan, by purchasing, at a price equal to par
      plus all accrued and unpaid interest, from the
      Supplemental Loan Participants a sub-participation, in a
      percentage equal to its pro rata holdings of the Notes.

The Noteholder must respond to the Indenture Trustee's Notice
with a written expression of interest within 10 Business Days of
delivery of the Notices to DTC, which includes a written
certification that, among other things, that Noteholder (a) is an
accredited investor and (b) holds, as of that date, a principal
amount of Notes that would entitle that Noteholder to purchase a
sub-participation of not less than $1,000,000.

The Notices will state that (x) any Noteholder who chooses to
participate in the Supplemental Loan will not have voting or
other rights under the Ratification Agreement or the Supplemental
Loan Junior Participation Agreement, other than the right to
receive interest, repayment of principal and the fees, and (y)
failure to participate in the Supplemental Loan will result in
the Equity Fee distributed to the Supplemental Loan Participants
diluting any distribution of Spectrum Brands' common stock, which
that Noteholder will be entitled to receive in any plan of
reorganization.

For the avoidance of doubt, any Noteholder that expresses an
interest in a sub-participation must (a) have been entitled to a
sub-participation of at least $1,000,000 based on is pro rata
ownership of the Notes and (b) buy a subparticipation in an
amount equal to its pro rata ownership of the Notes.

All qualified responses to the Notices received by the Indenture
Trustee will be forwarded to a designated representative of the
Supplemental Loan Participants, regarding the participation
purchase documentation and funding.  The Indenture Trustee has
agreed solely to act in a ministerial capacity in distributing
the Notices and forwarding qualified responses thereto to the
Supplemental Loan Participants, and is not a party to the
Ratification Agreement.

The Final DIP Order also provides that the Supplemental Loan
Lender will receive, for the account of, and allocable to, the
Supplemental Loan Participants, shares of the common equity of
Spectrum Brands, as reorganized, or the applicable reorganized
affiliate or successor to Spectrum Brands, equal to 9.9% of the
outstanding common stock distributed to Noteholders under the
Plan, on a fully diluted basis.  However, Avenue Investments, LP,
or any of its affiliate, in its capacity as a Supplemental Loan
Participant, will receive its pro rata share of the first 50% of
the Stock Allocation and the second 50% of the Stock Allocation
will be shared pro rata among the Supplemental Loan Participants.

                       Events of Default

Upon the occurrence of an Event of Default, (i) the Debtors will
be bound by all restrictions, as provided in the Final Order, the
Credit Agreement, the ABL Collateral Agreement and the other Loan
Documents, and (ii) the Agent will be entitled to take any act or
exercise any right or remedy as provided in the Final Order or
any Loan Document.  The Agent and the Lenders will have no
obligation to lend or advance any additional funds on behalf of
the Debtors, or provide any other financial accommodations to the
Debtors, upon the occurrence of an Event of Default.

            Debtors Affirm Soundness of DIP Facility

Seeking to fortify their grounds for filing their motion and to
respond to the objections asserted by various parties intending
to block final approval of the DIP Motion, the Debtors, prior to
the hearing on the final approval of the DIP Motion, filed with
the Court a memorandum of law.

The Debtors maintained that they sought to obtain financing under
the DIP Facility by providing security interests and
superpriority claims to the Lenders pursuant to Section 364(c) of
the Bankruptcy Code.  The Debtors asserted that before
authorizing the Section 364(c) financing proposed in the Motion,
the Court must find, after notice and a hearing, that the Debtors
are "unable to obtain unsecured credit allowable under Section
503(b)(1)."  To satisfy this requirement, the Debtors must show
that they have made reasonable efforts to obtain alternative
financing.

Mr. Baker said the Debtors do not have sufficient available
sources of working capital and financing to operate their
business without a postpetition financing facility.  Thus, the
Debtors negotiated the DIP Facility with Wachovia, the
Prepetition Revolving Lenders and three noteholders who agreed to
provide loans by participating in a portion of the DIP Facility
in an aggregate amount up to $45 million.

The Supplemental Loan Participants have entered into a
restructuring support agreement with the Debtors pursuant to
which they have agreed to support a plan of reorganization.   The
DIP Facility, however, does not compel the Debtors to seek
confirmation of a plan of reorganization based on the terms
contained in the restructuring support agreement.

On February 5, 2009, the Court signed the Interim DIP Order.
Motion on an interim basis and authorized the Debtors to, among
other things, borrow under the DIP Facility in an amount up to
$235,000,000.  As a result of the authorization to borrow on an
interim basis, the Debtors were able to stabilize their
operations and provide the Debtors' customers, vendors and
employees with the requisite security that the Debtors will be
able to continue conducting their business in the ordinary course
without interruption.

A full-text copy of the Final DIP Order is available for free at
http://bankrupt.com/misc/spectrum_finaldiporder.pdf

                       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)


SPECTRUM BRANDS: Equity Panel Drew Positive Raves from Investors
----------------------------------------------------------------
The appointment of an official committee of equity security
holders in the bankruptcy cases of Spectrum Brands, Inc.,
triggered a positive reaction among investors, Jim Steward, a
finance professor at the University of Wisconsin's School of
Business, told Judy Newman of the Wisconsin State Journal.

The State Journal, in a report dated March 11, 2009, pointed out
that on the 15 days of the past 26 days since Spectrum sought
protection under Chapter 11, trading volume of its common stock
has been heavy.

The report noted that more than 1 million shares of the company's
common stock traded hands despite the fact that the shares are
trading at below $0.10 a piece.

Mr. Steward told the State Journal that institutional investors
may be shoring up their stakes, hoping to get part of the
bankruptcy distribution, or individuals could be hoping that
price of Spectrum's common stock would climb up a bit.

Mr. Steward continued that the positive reaction of the investors
could have been triggered by the appointment of the Official
Committee of Equity Security Holders in Spectrum's bankruptcy
case.  He added that investors like Mittleman Brothers may
"really believe there's more value in the equity than meets the
eye," or "may just be threatening to hold up proceedings, as a
way to leverage some kind of payment."

Spectrum Brands shares closed at $0.091 on March 13, 2009, rising
33.82% from Thursday's close of $0.068; and 3.5 million shares
switched hands, according to information at Yahoo! Finance.

As reported by the Troubled Company Reporter on March 12, 2009,
pursuant to Sections 1102(a)(1) and (b)(2) of the Bankruptcy Code,
Charles F. McVay, U.S. Trustee for Region 7, appointed four
members to the Equity Committee:

  (1) Mittleman Brothers, LLC
      575 Madison Ave., 10th Fl.
      New York, New York 10022
      Tel. No: (212) 605-0559
      Fax No:  (212) 605-0558
      Contact: Christopher P. Mittleman
      E-mail: chris@mittlemanbrothers.com

  (2) Ralston H. Coffin
      580 Sable Oak
      Vero Beach, Florida
      Tel. No: (203) 219-4909
      Fax No:  (772) 539-9017
      Contact: Ralston H. Coffin
      E-mail: rhcselect@aol.com

  (3) Cookie Jar LLC
      860 Canal Street, 3rd Floor
      Stamford, Connecticut 06902
      Tel. No: (203) 353-7600
      Fax No:  (203) 353-7602
      Contact: David B. Williams, Matthew Mooney
      E-mail: tiger@wtco.com, mooney@wtco.com

  (4) Peter and Karen Locke, Living Trust
      846 Woodacres Road
      Santa Monica, California 90402
      Tel. No: (310) 395-3433
      Fax No:  (310) 458-1241
      Contact: Peter Locke
      E-mail: peter@peterlocke.net

"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 Mr. Mittleman, the 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 23, 2009, Mittleman Brothers disclosed in a Schedule
13D filed with the Securities and Exchange Commission that it is
deemed to beneficially own 2,655,652 shares of Spectrum Brands
common stock, or 5.03% equity stake in the company.

Mr. Mittleman, on February 20, sent a letter dated February 23,
2009, to the members of the Board of Directors of Spectrum Brands
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 has also 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
September 30, 2010.  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 that Spectrum projects
should total $1.25 billion for U.S. Federal taxes and $2.1
billion for state taxes as of September 30, 2009.  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)


SPECTRUM BRANDS: Gets Final Approval to Use Lenders' Collateral
---------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Western District of Texas granted Spectrum Brands Inc. and its
debtor-affiliates, on a final basis, permission to use cash
collateral securing their more than $1.6 billion of prepetition
loans.

As adequate protection for the use of the collateral, pursuant to
Section 361 of the Bankruptcy Code, a replacement lien and
security interest in all of the Prepetition Term Loan Collateral
and all of the Collateral securing the Obligations due the
Prepetition Term Loan Agent and the Lenders, is granted.

Notwithstanding anything to the contrary contained, the Term Loan
Replacement Liens will be junior and subordinate in all respects
to:

  -- the right of payment of all Obligations owing to the DIP
     Agent and Lenders;

  -- the liens and security interests granted to the DIP Agent
     and Lenders pursuant to the Final DIP Order; and

  -- all Carve-Out Expenses.

The Prepetition Term Loan Agent and Lenders, however, cannot
exercise any rights or remedies in respect of the Term Loan
Replacement Liens until all Obligations owing to the DIP Agent
and the Lenders have been paid and satisfied in full.

A full-text copy of the Final Cash Collateral Order is available
for free at: http://bankrupt.com/misc/spectrum_finaldiporder.pdf

Prior to the entry of the Final Cash Collateral Order, the Term
Lenders, represented by Goldman Sachs Credit Partners, L.P., as
Administrative Agent, asked the Court for adequate protection,
asserting that pursuant to the Debtors' Prepackaged Plan of
Reorganization, the obligations under the Term Facility Loan
Documents are to be "reinstated."

Based on the Plan and the Disclosure Statement explaining the
Plan, it appears that the Debtors believe that the obligations
under the Prepetition Term Facility Loan Documents are
oversecured, Eric B. Terry, Esq., at Haynes and Boone, LLP in San
Antonio, Texas, pointed out for the Prepetition Agent.

That position is suggested by items in the Disclosure Statement
related to pre-exit needs that contemplate paying the Term
Lenders in June 2009 $37,000,000 for Cash Interest Expense under
the Term Loan and $7,000,000 as Mandatory Repayment of Term Loan.

The Term Lenders asked the Court to direct the Debtors to provide
the Term Lenders adequate protection sufficient to protect their
perfected security interests in the Collateral and their equity
cushion by, among others, requiring periodic payments of adequate
protection to the Term Lenders sufficient to protect the Term
Lenders from the risk imposed on them by the bankruptcy case,
including but not limited to the risk of erosion of the Equity
Cushion due to, among other things:

  -- the diminution in value of the Collateral;

  -- the time delay during the case when all parties are being
     paid except for the Term Lenders; and

  -- the highly speculative nature of the Debtors' projections,
     which are based on various aggressive assumptions and
     qualified by significant risks as detailed in their
     Disclosure Statement.

The Term Lenders also asked, as adequate protection:

(a) recognition that they have valid liens on their collateral
    and that those liens are oversecured;

(b) a waiver of any right by the Debtors to attack these liens;

(c) the Debtors to maintain and preserve the Collateral in
    accordance with the prepetition loan documents;

(d) the Debtors to turnover any proceeds from the disposition of
    the Collateral directly to the Term Lenders;

(e) to grant them a superpriority claim under Section 507(b) of
    the Bankruptcy Code on account of any of the proceeds of the
    Collateral that are not delivered to the Term Lenders; and

(f) the Court to deny any attempt to prime or to surcharge the
    Term Lenders' security interest on the Collateral or the
    Equity Cushion.

Secured creditor J. Aron & Company, in a separate filing, stated
that it does not conform to the motion because it was not
provided adequate protection of its interest in the Debtors' cash
collateral under the Corrected DIP Financing Order.

                       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)


SPECTRUM BRANDS: U.S. Trustee & Insite File Disclosure Objections
-----------------------------------------------------------------
Charles F. McVay, United States Trustee for Region 7, asks Judge
D. Michael Lynn of the U.S. Bankruptcy Court for the Western
District of Texas to deny approval of the disclosure statement
explaining the Prepackaged Joint Plan of Reorganization of
Spectrum Brands Inc. and its debtor-affiliates.

In the alternative, the U.S. Trustee requires the Debtors to amend
the Disclosure Statement, as it does not provide creditors with
adequate information to make an informed judgment concerning the
release or exculpation of the Plan.

Mr. McVay asserts that the creditors are entitled to the most
current information concerning the Debtors' assets and
liabilities as of February 3, 2009, which will be contained in
their Schedules of Assets and Liabilities, and they have not
filed those financial statements.  The deadline for filing the
Schedules has been extended to March 20, 2009, and the hearing on
the approval of the Disclosure Statement is on March 19,
Mr. McVay points out.

Accordingly, Mr. McVay asserts that the Debtors should be
required to modify the Disclosure Statement to incorporate the
information contained in the Schedules.

The Disclosure Statement contains provisions providing for the
release or exculpation of non-debtor parties, including officers,
directors, and noteholders, Mr. McVay points out.  While the U.S.
Trustee acknowledges that issues concerning release and
exculpation are typically confirmation issues, Mr. McVay argues
that the requested non-debtor release or exculpation provisions
may exceed the customary release or exculpation provisions
contained in plans, and there appears to be inadequate
information for a creditor to make an informed judgment
concerning the non-debtor releases or exculpation provisions.

InSite Orrville, L.L.C., InSite Orrville (Crown), L.L.C., and
InSite Orrville (Schrock), L.L.C., also ask the Court to deny
approval of the Disclosure Statement unless the definition of
"Allowed Rejection Damaged Claim Amount" is revised to preserve
InSite's rights to pursue all its claims in the event its leases
are rejected.

InSite is a creditor and party-in-interest in the Debtors' cases
by virtue of certain non-residential real property leases with
the Debtors.

InSite premises its opposition to the Disclosure Statement
because "it fails to contain adequate information, pursuant to
Section 125 of the Bankruptcy Code."  Moreover, InSite complaints
that the Disclosure Statement fails to reveal that the Plan
improperly attempts to fix claims of parties to rejected
executory contracts and unexpired leases to those amounts
allowable under Section 502(b)(6).

According to Joseph A. Friedman, Esq., at Kane, Russel, Coleman &
Logan, P.C., in Dallas, Texas, in the event InSite's non-
residential real property leases are rejected, Insite is prepared
to assert claims that are not capped by Section 502(b)(6),
specifically potential claims arising from the clean-up of
environmental contamination arising from the Debtors' activities
on the real property.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc., and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


STANDARD PACIFIC: Difficult Housing Market Cues Fitch's CCC Rtng.
-----------------------------------------------------------------
Fitch Ratings has downgraded Standard Pacific Corp.'s Issuer
Default Rating and other outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';

  -- Secured borrowings under its revolving credit facility to
     'B+/RR1'from 'BB-/RR1';

  -- Unsecured borrowings under its revolving credit facility to
     'CC/RR5'from 'B-/RR4';

  -- Senior notes to 'CC/RR5' from 'B-/RR4';

  -- Senior subordinated debt to 'C/RR6' from 'CCC/RR6'.

The Rating Outlook is Negative.

The 'RR1' on the secured advances under Standard Pacific's
revolving credit facility indicates outstanding recovery prospects
for holders of this debt issue.  The 'RR5' on the company's
unsecured notes and unsecured advances under its revolving credit
facility indicate below-average recovery prospects for holders of
these debt issues.  Standard Pacific's exposure to claims made
pursuant to performance bonds and joint venture debt and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debt holders.  The 'RR6' on
Standard Pacific's senior subordinated notes indicate poor
recovery prospects in a default scenario.  Fitch applied a
liquidation value analysis for these RRs.

The downgrade reflects the current very difficult U.S. housing
market and Fitch's expectations that the housing environment
remains challenging for the remainder of the year and perhaps into
2010.  The sharply contracting economy and impaired mortgage
markets are, of course, contributing to the housing shortfall.
The ratings changes also reflect persistent negative trends in
Standard Pacific's operating margins and further deterioration in
credit metrics, notably leverage (with some debt reduction in
recent years offset by erosion in tangible net worth from non-cash
real estate charges and operating losses).

Cash flow from operations will probably sharply decline in 2009
and may shift negative in 2010.  Real estate impairments should
moderate this year, but will persist so long as home prices
decline and the sales absorption rate shrinks.

The company had $626.4 million of cash at Dec. 31, 2008. Standard
Pacific generated $263.2 million of cash during fiscal year 2008
($62.5 million during the fourth quarter), which included
$235.6 million of tax refunds received during the first quarter of
2008.  For all of fiscal 2009, Fitch expects the company to be
slightly cash flow positive, excluding a first quarter tax refund
of $114.5 million.  The company has some near term debt
maturities, which will deplete some of its cash balance.  Standard
Pacific has these near-term debt maturities:
$124.5 million in April 2009, $173 million in August 2010, and
$175 million in May 2011.

Standard Pacific and its joint venture partners generally provide
credit enhancements in connection with JV borrowings in the form
of loan-to-value maintenance agreements.  At Dec. 31, 2008,
approximately $172 million of its unconsolidated JV borrowings
were subject to these credit enhancements.  While the company has
reduced its JV exposure, Standard Pacific's liquidity may be
negatively impacted by potential re-margining contributions as
well as cash outflow from unwinding certain JVs.

Standard Pacific's bank credit facilities were amended last year
wherein most of its financial covenants were eliminated.  The
amended credit facilities contain a liquidity test requiring the
company to maintain either a minimum ratio of cash flow from
operations to interest incurred or a minimum liquidity reserve.
At Dec. 31, 2008, the company failed to maintain the minimum cash
flow coverage covenant -- as a result, the company will set aside
approximately $120 million in an interest reserve account to meet
the minimum liquidity reserve covenant.  Most recently, Standard
Pacific further amended its bank credit facilities to allow the
company to voluntarily repurchase its 5 5-1/8% senior notes due
2009, 6-1/2% senior notes due 2010 and 6-7/8% senior notes due
2011.  In connection with any repurchases, the company needs to
reduce balances under the revolver and Term Loan A facilities.
The company has so far made $25 million of prepayments to the
revolver and Term Loan A facilities.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity (including the impact of high cancellation
rates on such activity), gross and net new order activity, debt
levels and especially free cash flow trends and uses and the
company's cash position.


STANFORD GROUP: Restrictions on Releasing Brokerage Accounts Set
----------------------------------------------------------------
The U.S. District Court overseeing the Receivership for the
Stanford Financial Group, at the request of the Receiver, Ralph
Janvey, issued an order permitting the transfer of certain
additional customer brokerage accounts.  The Court order permits
the transfer of all Stanford Group Company customer brokerage
accounts at Pershing LLC and J.P. Morgan Clearing Corp. not
previously covered under the Court's March 5, 2009 order, except
those accounts that:

   -- are owned by an individual Defendant or by any person who,
      based on records available to the Receiver, had any of the
      following relationships to any Defendant or to any entity
      owned or controlled by the Defendants (collectively
      "Stanford"): shareholder, member of the board of directors,
      member of senior management (as determined by the Receiver
      in his sole discretion) or registered representative or
      financial advisor who earned commissions or fees based on
      certificates of deposit or owed loans to Stanford Group
      Company;

   -- are owned for the benefit of the individual Defendants or
      Stanford companies;

   -- have at least US$250,000 in assets as of February 27, 2009
      and with respect to which the Receiver has determined, by
      utilizing electronic data reasonably available to him
      through his investigation, may contain proceeds from the
      allegedly fraudulent products or activities;

   -- secure unpaid balances owed by customers or non-purpose
      loans made to customers; or

   -- are related to accounts in categories 1 through 4 by social
      security number or tax identification number, when
      available.

The Court order will permit the transfer of all accounts, other
than those in the above five categories, in accordance with these
transfer procedures for eligible accounts under US$250,000:

  (1) are owned by Stanford shareholders, directors, and certain
      employees;

  (2) are owned for the benefit of Stanford companies;

  (3) are managed by Stanford companies;

  (4) secure unpaid balances owed by customers or non-purpose
      loans made to customers; or

  (5) are related to accounts in categories 1 through 4 by social
      security number, address or other similar indicators.

Transfer procedures for the newly released accounts will be posted
on the Receivership's website today, March 16, 2009.

Under the order, approximately 28,600 customer accounts will be
eligible for transfer, including the approximately 12,600 accounts
that became eligible for transfer under the Court's March 5, 2009
order.

The Court order specifically reserved the Receiver's right to
later pursue claims against the owners of the released accounts if
it is determined they received proceeds from the allegedly
fraudulent products or activities.

In analyzing whether to seek a release of any category of
accounts, the Receiver has been attempting to balance the hardship
on account holders of a continued hold on the accounts against the
benefits of the hold to the Receivership Estate, considering both
the likelihood that the accounts are tainted by fraudulent
products or activities and the amount potentially recoverable by
the Estate from those accounts if they are tainted.

In this connection, the Receiver has been analyzing certain data
to determine which accounts should be released.  This data
principally relates to the presence or absence of transactions in
those accounts relating to Stanford International Bank
certificates of deposit, or activity in such certificates by the
owners of those accounts.  The Receiver recently gained access to
additional data that permit a more refined analysis to be made
and that supported its request to the Court.

On March 5, 2009, the Court issued an order permitting the
transfer of Stanford Group Company customer brokerage accounts
having net assets of less than US$250,000 held in custody at
Pershing LLC, subject to certain exceptions.

As reported in the Troubled Company Reporter-Latin America on
March 9, 2009, the United States Court handling the case against
Texas billionaire Robert Allen Stanford issued an order to
unfreeze approximately 12,000 Stanford investor accounts held at
Pershing LLC, at the request of Mr. Janvey.

The U.S. SEC, on Feb. 17, charged Mr. 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.  Mr. Stanford's companies include Stanford
International Bank, Stanford Group Company (SGC), and investment
adviser Stanford Capital Management.

                            About SIBL

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.


STAR TRIBUNE: Will Resume Talks With Union Over Cost Cuts
---------------------------------------------------------
Vinnee Tong at The Associated Press reports that The Star Tribune
and the union said that they will resume talks over cost cuts.

The AP relates that four union representatives arrived in New York
on Thursday to continue negotiations, after bankruptcy court
hearings on Star Tribune's request for permission to abandon its
contract with the local unit of the International Brotherhood of
Teamsters.  According to the report, lawyers for Star Tribune told
the Hon. Robert Drain at the U.S. Bankruptcy Court for the
Southern District of New York that it needs $3.5 million in
concessions from its printer's union as part of $20 million in
total cuts from 10 unions.  The report says that if Star Tribune
fails to reach a deal, it would have to go back to court for a
final hearing.  According to the report, the cancellation of the
contract would affect 116 union members in Star Tribune.

Lenders were demanding cost reductions and Star Tribune was in
jeopardy without such cuts, The AP states, citing Judge Drain.

A Star Tribune spokesperson Ben Taylor said that the Company hoped
to reach a deal out of court, The AP relates.  The report quoted
Mr. Taylor as saying, "We have always hoped to achieve the savings
we need through negotiation.  That is how we prefer to resolve
this."

                        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.


STRASBURG-JARVIS INC: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Kansas City Business Journal reports that Strasburg-Jarvis Inc.
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Kansas.

According to Business Journal, Strasburg-Jarvis listed assets of
$9.18 million and debts of $7.4 million owed to 100 to 199
creditors.  Business Journal states that Strasburg-Jarvis owes
$5.42 million to secured creditors and $1.96 million to unsecured
creditors with nonpriority claims.

Court documents say that Strasburg-Jarvis is mostly owned by 11
local investors, including President Terry Jarvis of Leawood,
whose trust owns 34.2% of the Company.  Business Journal relates
that many of the largest unsecured creditors are shareholders who
loaned money to Strasburg-Jarvis.

Business Journal reports that Strasburg-Jarvis' revenue dropped 7%
to $27.3 million in 2008, from $29.3 million in 2007.  According
to the report, revenue was $3.55 million through the beginning of
March.  The report says that The Strasburg-Jarvis board decided on
February 26, 2009, that the Company should file for Chapter 11
bankruptcy protection, based on talk about the Company's financial
condition and its failure to pay its debts when they came due.

Strasburg-Jarvis Inc., which does business as Strasburg Children,
is a Lenexa company that makes children's and dolls' clothing and
accessories.


TRIBUNE CO: Asks Court to Establish June 12 as Claims Bar Date
--------------------------------------------------------------
The goal of Tribune Company and its debtor affiliates is to
complete their restructuring and emerge from Chapter 11 as soon
as possible, Patrick J. Reilley, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Wilmington, Delaware, tells Judge Kevin
Carey of the U.S. Bankruptcy Court for the District of Delaware.

To facilitate that goal and develop a comprehensive, viable plan
of reorganization, the Debtors will require complete and accurate
information regarding the nature, validity, amount, and status of
all claims against them that will be asserted in their Chapter 11
cases, Mr. Reilley tells the Court.

In line of this, the Debtors ask the Court establish:

  (a) June 12, 2009, at 4:00 p.m., as the deadline for all
      persons and entities holding a claim against the Debtors
      to file proof of claim;

  (b) except where the Debtors have previously included a claim
      in the Schedules of Assets and Liabilities as disputed,
      contingent, or unliquidated, to establish the later of (i)
      the General Bar Date; or (ii) 30 days after the holder
      of that claim is served with notice of the applicable
      amendment or supplement to the Schedules, as the bar date
      for filing Proof of Claim with respect to the amended
      claims; and

  (c) except as otherwise set forth in any order authorizing
      rejection of an executory contract or unexpired lease,
      to establish the later of (i) the General Bar Date or (ii)
      30 days after entry of any order authorizing the rejection
      of an executory contract or unexpired lease, as the bar
      date by which a Proof of Claim relating to the Debtors'
      rejection of contract or lease must be filed.

The Debtors further propose that each person or entity asserting
a claim against one or more of the Debtors is required to file a
separate Proof of Claim in the bankruptcy case of each Debtor
against whom a claim is asserted.  Each Proof of Claim must
substantially comply with the Official Bankruptcy Form 10, and
must be actually received on or before the bar date associated
with that claim by Epiq Bankruptcy Solutions, LLC, the Court-
approved claims and noticing agent.

          Parties Not Required to File Proofs of Claim

The Debtors propose that these persons or entities are not
required to file proofs of claim:

  1. Any person or entity that has already filed a Proof of
     Claim against the applicable Debtors with either Epiq or
     the Clerk of the Court for the United States Bankruptcy
     Court for the District of Delaware.

  2. Any person or entity (i) whose claim is listed in the
     Debtors' Schedules, list of equity holders, and Statements
     of Financial Affairs or any amendments, and (ii) whose
     claim is not described as disputed, contingent, or
     unliquidated, and (iii) who does not dispute the amount or
     characterization of its claim as set forth in the
     Schedules.

  3. Professionals retained by the Debtors or the Committee
     pursuant to orders of the Court who assert administrative
     claims for fees and expenses subject to the Court's
     approval pursuant to Sections 330, 331 and 503(b) of the
     Bankruptcy Code.

  4. Any person or entity that asserts an administrative expense
     claim against the Debtors pursuant to Section 503(b),
     provided, however, that, any person or entity that has a
     claim on account of prepetition goods received by the
     Debtors within 20 days of the Petition Date must file a
     Proof of Claim on or before the General Bar Date.

  5. Current officers and directors of the Debtors who assert
     claims for indemnification or contribution arising as a
     result of prepetition or postpetition services to the
     Debtors.

  6. Any Debtor asserting a claim against another Debtor.

  7. Solely in the event that the Administrative Agent under
     either the Credit Agreement, dated May 17, 2007, or the
     Senior Unsecured Interim Loan Agreement, dated December 20,
     2007, files a proof of claim on account of the applicable
     Bank Claims, any person or entity whose claim is limited
     exclusively to a claim for repayment by the applicable
     Debtor of principal, interest and other applicable fees and
     charges on or under the applicable Prepetition Credit
     Agreement, provided that:

      (a) the Administrative Agent under either Prepetition
          Credit Agreement will be authorized, but not directed,
          to file on behalf of itself and all Prepetition
          Lenders under the applicable Prepetition Credit
          Agreement a single Proof of Claim on account of the
          applicable Bank Claims prior to the General Bar Date;

      (b) that single proof of claim will be deemed to have been
          filed by that Administrative Agent and by each
          Prepetition Lender against all Debtors liable under
          the Prepetition Credit Agreement; and

      (c) if the Administrative Agent files a Proof of Claim,
          (i) it will not be required to file with its Proof of
          Claim any instruments, agreements, or other documents
          evidencing the obligations referenced in the Proof of
          Claim; and (ii) any holder of a Bank Claim against a
          Debtor arising out of or relating to the Prepetition
          Credit Agreements other than a Bank Claim will be
          required to file a Proof of Claim on account of that
          claim on or before the General Bar Date.

  8.  Solely in the event that any of the Indenture Trustee
      under any of the Indentures files a Proof of Claim on
      account of the applicable Notice Claims, any person or
      entity whose claim is limited exclusively to a claim
      repayment by Tribune of principal, interest, and other
      applicable fees and charges on or under the applicable
      Indenture.  However, the Indenture Trustees under any of
      the Indentures will be authorized, but not directed to
      file on behalf of themselves and all Noteholders under the
      applicable Indentures a single Proof of Claim on account
      of applicable Note Claims prior to the General Bar Date.
      A single Proof of Claim will be deemed to have been filed
      by that Indenture Trustee and by each Noteholder against
      Tribune under that Indenture.  If any Indenture Trustee
      files a Proof of Claim:

          (i) the claim holder will not be required to file with
              its Proof of Claim any instruments, agreements, or
              other documents evidencing the obligations
              referenced in that Proof of Claim; and

         (ii) any Holder of a Note Claim under the Indentures
              that asserts a claim against any of the Debtors
              arising out of or relating to the Indentures other
              than a Note Claim will be required to file a Proof
              of Claim on account of that claim on or before the
              General Bar Date.

  9.  A wholly-owned non-debtor subsidiary of a Debtor asserting
      a claim against a Debtor.

10.  Any person or entity whose claim against the Debtor has
      been allowed by an order of the Court entered on or before
      the General Bar Date.

The Debtors clarify that any entity holding any interest in any
Debtor, which interest is based solely on the ownership of common
or preferred stock in a corporation, a membership interest in a
limited liability company, warrants or rights to purchase, sell
or subscribe to a security or interest need not file a proof of
interest on or before the General Bar Date.  However, Interest
Holders that wish to assert claims against the Debtors that arise
out of or relate to the ownership or purchase of an Interest,
including claims arising out of or relating to the sale,
issuance, or distribution of an Interest, must file Proof of
Claim on or before the General Bar Date.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, any person or entity that is required to file a timely
Proof of Claim in the form and manner specified in the Bar Date
Order and who fails to do so on or before the bar date associated
with the claim:

(i) will be forever barred, estopped, and enjoined from
     asserting a claim against the Debtors or thereafter filing
     a Proof of Claim;

(ii) will not be treated as a creditor of the Debtors for the
     purpose of voting upon any plan of reorganization; and

(iii) will not receive or be entitled to receive any payment or
     distribution of property from the Debtors or their
     successors or assigns with respect that claim.

In addition, the Debtors propose procedures for providing Notice
of Bar Dates and for filing Proofs of Claim:

  (a) Following entry of the Bar Date Order, and no later than
      April 13, 2009, the Debtors intend to provide notice of
      the Bar Dates to all known persons and entities holding
      potential prepetition claims against them.

  (b) The Debtors propose to send the Proof of Claim form to,
      among others, persons or entities scheduled on the
      their Schedules.  When sent to a scheduled creditor, the
      Proof of Claim form will be customized to specify (a) the
      identity of the Debtors against which the person or
      entity's claim is scheduled, (b) the amount of the
      scheduled claim, if any, (c) whether the claim is listed
      as disputed, contingent, or unliquidated, and (d) whether
      the claim is listed as secured, unsecured, unsecured
      priority, or unsecured nonpriority claim.

Furthermore, the Debtors intend to provide notice of the Bar
Dates to unknown creditors by publishing a copy of the notice at
least once no later than 20 days prior to the General Bar Date in
national editions of the Wall Street Journal and The New York
Times.

A full-text copy of the Bar Date notice is available for free
at: http://bankrupt.com/misc/Tribune_BarDateNotice.pdf

The Debtors tells the Court that they have discussed the motion
with the Official Committee of Unsecured Creditors and the
Committee has raised no objection.

                         About Tribune Co.

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)


TRIBUNE CO: In Talks With Barclays on $225-Mil. Asset-Backed Loan
-----------------------------------------------------------------
Tribune Company and its debtor affiliates notify Judge Kevin
Carey of the U.S. Bankruptcy Court for the District of Delaware
that they are arranging a proposed amended asset-backed debtor-
in-possession credit facility with Barclays Capital, Inc.

Tribune Co. and its wholly owned special purpose non-debtor
subsidiary, Tribune Receivables, LLC, are parties to a
$300,000,000 trade receivables securitization facility under
which Barclays Bank PLC is the administrative agent and Tribune
Receivables is the borrower.  That receivables securitization
facility expires on April 10, 2009.

The proposed amended asset-backed DIP Facility, according to
Bryan Krakauer, Esq., at Sidley Austin, LLP, in Chicago,
Illinois, will have a maturity date of up to April 10, 2010, and
will consist of:

  -- a $75,000,000 Revolving Line of Credit, and
  -- a $150,000,000 Term Loan.

The proposed Asset-Backed DIP Facility will have substantially
the same terms as the Existing Facility, including accounts
receivable advance rates, mechanics, security and account control
agreements subject to certain adjustments to reflect the longer-
term nature of the proposed Asset-Backed DIP Facilities.
Availability under both the Revolver and Term Loan will be
subject to a borrowing base.  The borrowing base will be
calculated on a daily basis and would be a dynamic amount
determined by applying receivables eligibility criteria and
certain customary accounts receivable securitization reserves.

The proposed Asset-Backed DIP Financing will be secured by:

  (a) first priority lien on all the assets of Tribune
      Receivables;

  (b) first priority lien on all unencumbered assets of
      guarantors on the Petition Date; and

  (c) junior lien on all encumbered assets of guarantors on the
      Petition Date.

A full-text copy of the proposed Asset-Backed DIP Financing
Facilities is available for free at:

    http://bankrupt.com/misc/Tribune_Asset-BackedDIP.pdf

The Debtors note that the information provided in the Asset-
Backed Financing is preliminary in nature and is subject to
change.  According to Mr. Krakauer, there is no assurance the
facilities will be extended on the proposed terms.  The Debtors
have yet to file a motion with the Court seeking the approval of
the amended Asset-Backed DIP Financing Facilities.

                         About Tribune Co.

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)


TRIBUNE CO: Seeks July 6 Extension of Lease Decision Period
-----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, a debtor
has an initial 120-day period following the Petition Date in
which to elect to assume or reject unexpired leases of non-
residential real property.  The bankruptcy court may extend that
period by 90 days more for "cause" upon the motion of the debtor.

Tribune Company and its debtor affiliates have approximately 252
real property leases in 16 states, and three foreign countries.
Given the volume of other tasks required of the Debtors' personnel
and professionals during the first 120 days of their Chapter 11
cases, evaluating carefully each of the approximately 252 Real
Property Leases has not been possible, Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, tells Judge Kevin Carey of the U.S. Bankruptcy Court for
the District of Delaware.

Accordingly, the Debtors ask the Court to extend through July 6,
2009, their deadline to assume or reject Real Property Leases.

The Debtors assert that the extension is necessary so they may
preserve the maximum flexibility in restructuring their business.
The Debtors aver that in the absence of an extension, they could
be forced prematurely to assume Real Property Leases that may
later be burdensome, giving rise to large potential
administrative claims against their estates and hampering their
ability to reorganize successfully.  Alternatively, the Debtors
note, they could be forced to reject Real Property Leases that
would have been of benefit to their estates, to the detriment of
all stakeholders.

To date, the Debtors have rejected or sought to reject about 54
leases of real property pursuant to three motions filed with the
Court.

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)


TRIBUNE CO: Settles Rift With U.S. Trustee on Lazard Retention
--------------------------------------------------------------
Tribune Co.'s bankruptcy counsel, Kate J. Stickles, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware,
submitted with the U.S. Bankruptcy Court for the District of
Delaware a certification of counsel disclosing that the Debtors
and the U.S. Trustee have resolved their differences and have
agreed on a consent order on the employment application of Lazard
Freres & Co., LLC, in the Debtors' bankruptcy case.

The Consent Order provides, among other things, that:

  (a) the U.S. Trustee will retain the right and be entitled to
      object to the monthly fees, restructuring or disposition
      fee and other fees based the reasonableness standard under
      Sections 330 and 331 of the Bankruptcy Code;

  (b) the Restructuring Fee of Lazard is reduced to $14,000,000;

  (c) Lazard will not seek reimbursement for the fees and
      expenses of its counsel that were incurred in connection
      with the prosecution of the application; and

  (d) Lazard and its professionals will be granted a limited
      waiver of the information requirements of Local Rule
      2016-2 for the District of Delaware to keep time records
      in 1-1/2 hour increments.

A full-text copy of the consent order is available for free at:

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

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)


UNITED AUTO INSURANCE: AM Best Cuts Fin'l Strength Rating to Weak
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from B- (Fair) and issuer credit ratings to "ccc" from "bb-
" for United Automobile Insurance Group (United Auto) and its lead
member, United Automobile Insurance Company (both of Miami
Gardens, FL).  The outlook for all ratings has been revised to
negative from stable.

These rating actions reflect the substantial decline in United
Auto's risk-adjusted capitalization following significant reserve
strengthening actions in 2008 that were related to 2006 and prior
accident years, primarily in its personal injury protection (PIP)
line of business . In addition, United Auto maintains elevated
underwriting and investment leverage, both of which also
contributed to the deterioration in its risk-adjusted capital.
The negative outlook reflects A.M. Best's concern that
capitalization may deteriorate further if United Auto's operating
performance does not improve in the near term.


UNIVERSAL CITY: Moody's Downgrades Corporate Family Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Universal City Florida
Holding Co. II's Corporate Family Rating to B2 from B1, its
Probability of Default Rating to B3 from B1, and its senior
unsecured notes to Caa1 from B3.  In addition, Moody's downgraded
the operating subsidiary Universal City Development Partners,
Ltd's senior secured bank facility to Ba2 from Ba1 and its senior
unsecured notes to B2 from B1.  All ratings remain on review for
possible further downgrade.

The downgrades and ongoing review for possible further downgrade
reflect Moody's heightened concern regarding the company's ability
to refinance $950 million of bonds due in April/May 2010 at par
given weak credit market conditions and the expected pressure on
Universal Orlando's attendance and cash flow from the downturn in
consumer spending.  The maturity of UCDP's senior secured credit
facility will also move up to April 1, 2010 if the bonds are not
refinanced by that date and this creates additional refinancing
risk.  Moody's believes the company's financial sponsors
(Blackstone Capital Partners and NBC Universal) will seek to
preserve their investment as part of any refinancing because of
the close strategic ties with Universal Studios and the expected
completion of the Hollywood Rip Ride Rockit roller coaster and
Wizarding World of Harry Potter attractions in the next two years
that the sponsors have helped to fund and should generate consumer
interest.  In Moody's opinion, this suggests an exchange offer or
similar restructuring is more likely than a bankruptcy filing.
Moody's expects to conclude the review by the end of March with
multi-notch downgrades of the CFR and PDR a strong possibility.
The one notch gap between the CFR and PDR reflects Moody's view
that default risk is elevated relative to other issuers with a B2
CFR, as well as the projected above-average recovery expectation
for the company's creditors in an event of default scenario.

Moody's has taken these rating actions:

Downgrades:

Issuer: Universal City Florida Holding Co. II

  -- Corporate Family Rating, Downgraded to B2 from B1

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

  -- Senior Unsecured Bonds, Downgraded to Caal, LGD5-71% from B3,
     LGD5-88%

Issuer: Universal City Development Partners, Ltd

-- Senior Secured Bank Facility, Downgraded to Ba2, LGD1-6%
   from Ba1, LGD2-15%

  -- Senior Unsecured 11.75% Bonds, Downgraded to B2, LGD3-36%
     from B1, LGD4-57%

Outlook Actions:

Issuer: Universal City Florida Holding Co. II

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Universal City Development Partners, Ltd

  -- Outlook, Changed To Rating Under Review From Stable

In the review, Moody's will evaluate the company's refinancing
alternatives and the anticipated recovery for individual debt
holders in the event of a restructuring, including the impact that
Steven Spielberg's consultant fees (which have a priority interest
in the parks over that of all financiers, lenders and equity
holders) and put right beginning in June 2010 could have on the
refinancing options.  Moody's will also review the expected effect
that weakness in discretionary consumer spending will likely have
on attendance and revenue, the company's ability to mitigate such
pressure through cost reductions, the distribution policy, and the
likely effect on the company's ability to access new funding from
capital markets and its equity sponsors, address its maturities,
and comply with its credit facility financial maintenance
covenants.

The company's B2 CFR is based on Universal Orlando's strong
consumer draw created by the company's movie- and entertainment-
themed rides and attractions, tempered by concentration risk
associated with the single-site theme parks, reliance on cyclical
discretionary consumer spending, and the significant and growing
refinancing risk.

Moody's last rating action related to Universal Orlando was an
affirmation of the B1 CFR, upgrade of UCDP's senior notes to B1
from B2, and change in the rating outlook on UCFH's notes to
stable from negative on May 2, 2007.

Universal Orlando's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Universal Orlando's core industry and Universal
Orlando's ratings are believed to be comparable to those of other
issuers of similar credit risk.

UCDP, headquartered in Orlando Florida, operates the Universal
Studios Florida, Universal Islands of Adventure theme parks and
Universal CityWalk Orlando, a dining, retail and entertainment
complex.  Universal City Florida Holding Co. I and Universal City
Florida Holding Co. II are holding companies that own UCDP.  The
company is a 50-50 joint venture of Blackstone Capital Partners
and a wholly-owned subsidiary of Vivendi Universal Entertainment
LLP (a subsidiary of NBC Universal).  Annual revenue in 2008 was
$923 million.


UTAH 7000: Court OKs Ch. 11 Plan; Major Lenders to Take Control
---------------------------------------------------------------
Paul Foy at The Associated Press reports that the Hon. Judith
Boulden in the U.S. Bankruptcy Court for the District of Utah has
approved Utah 7000 LLC's reorganization plan.

According to The AP, Judge Boulden approved the Plan on Thursday
after nobody objected in court.  Judge Boulden approved the Plan
right away because with so much money sunk into the project,
Promontory is considered a prized asset that is "worth so much
more operating than warehoused," The AP says, citing Thomas J.
Beckett, a Salt Lake City bankruptcy lawyer for homeowners and
other unsecured creditors.

The AP relates that the Plan lets leading creditors represented by
Credit Suisse take over the private mountain community.  Credit
Suisse said in court documents that Utah 7000 defaulted on $275
million in loans in December 2007.  The AP relates that Credit
Suisse doesn't hold the loan, which was sold to hedge funds and
other investors.  The bank acts as agent for the loan holders, The
AP says.

The AP, citing lawyers, states that Highland Capital Management
owns 40% of the loans and will become a major player in the
resort's reorganization.

Utah 7000 could lose control of the community, according to The
AP.  The report quoted executive vice president Karl L. Polen Jr.
as saying, "It's not what we hoped for or intended but there's
been a dislocation in the economy.  This protects the brand of
Promontory."

The AP relates that Promontory, excluding individually owned lots
that have been sold or developed with about 300 homes, is valued
at $560 million, according to an appraisal of developer-owned
assets in June 2008.

The AP reports that Promontory's major lenders have until March 19
to show that they can raise $70 million to pay some debts and
sustain operations.  If the lenders fail to do so, the Debtors
could sell Promontory at auction, The AP notes.  According to The
AP, Utah 7000 said that it would be among the bidders.  The AP
states that creditors are expected to secure the necessary
financing for a takeover, and developer-owned lot sales would pick
up as the golf season approaches.  The report says that the sale
was delayed due to Utah 7000's bankruptcy.

According to The AP, some people who previously purchased lots at
Promontory were free to sell them, and current prices are at
$250,000.  The AP notes that the developer's own prices begin at
$600,000.  The AP states that developed home sites are priced at
$600,000 to $1.3 million.

                          About Utah 7000

Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC
operates and develops resort community near Park City and Deer
Valley ski resorts.  Utah 7000 owns a 7,224-acre master-planned
development near Park City, Utah, known as Promontory,

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for Chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in the cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


VERENIUM CORP: Human Resource VP Dabiero Discloses Equity Stake
---------------------------------------------------------------
OppenheimerFunds, Inc., reports holding 9.9 million shares of
Verenium Corporation common stock, representing a 14.40% stake, as
of March 9, 2009.  Its Global Opportunities Fund holds
9.7 million shares, representing a 14.22% stake.

Meanwhile, John R. Malloy, Jr., said it acquired 11,169 shares of
the company in a cashless net exercise of an employee stock option
that were due to expire on March 15, 2009.  Mr. Malloy tendered to
the company 5,918 shares to cover exercise price and withholding
taxes.

                    About Verenium Corporation

Based in Cambridge, Massachusetts, Verenium Corporation  (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.

                 Going Concern/Possible Bankruptcy

As reported in the Troubled Company Reporter on April 1, 2008,
Ernst & Young LLP, in San Diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

As of Sept. 30, 2008, Verenium Corporation's balance sheet showed
$172.4 million in total assets, $181.9 million in total
liabilities, a net asset deficiency and stockholders' deficit of
$29.1 million and an accumulated deficit of $610.0 million.  The
company reported $133.2 million in net loss for the third quarter
of 2008, compared with $20.4 million in net loss in the third
quarter of 2007.  For the nine months ended September 30, 2008,
the company had net losses of $172.9 million.

The company has said it will require additional capital to fund
its operations, and plans to address the expected shortfall of
working capital through a combination of additional corporate
partnerships and collaborations, federal and state grant funding,
incremental product sales, selling or financing assets, and, if
necessary and available, the sale of equity or debt securities.
If the company is unsuccessful in raising additional capital from
any of these sources, it will defer, reduce, or eliminate certain
planned expenditures.  The company will continue to consider other
financing alternatives including but not limited to, a divesture
of all or part of its business.  There can be no assurance that
the company will be able to obtain any sources of financing on
acceptable terms, or at all.  If the company cannot obtain
sufficient additional financing in the short-term, it may be
forced to restructure or significantly curtail its operations,
file for bankruptcy or cease operations.

On August 6, 2008, the company entered into a strategic
partnership with BP Biofuels North America LLC, to accelerate the
development and commercialization of cellulosic ethanol.  During
the initial 18-month phase of the joint development program, the
company expects to receive $90 million in connection with the
transaction, of which $24.5 million has been received as of
September 30, 2008.  In connection with the strategic partnership,
the company formed a special purpose entity, Galaxy Biofuels LLC.
Verenium expects the BP funding to substantially fund its working
capital requirements into 2009.


VERSO PAPER: S&P Puts 'B' Corporate Rating on Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including the 'B' corporate credit rating, on Memphis,
Tennessee-based Verso Paper Holdings LLC on CreditWatch with
negative implications.

"The CreditWatch listing reflects our view that Verso could face a
more challenging-than-expected operating environment over the next
few quarters with significantly lower demand, intensified
pressures on selling prices, and the high likelihood for
additional capacity curtailments or downtime," said Standard &
Poor's credit analyst Andy Sookram.  As a result, S&P believes
Verso's earnings and credit measures will weaken.

Also, while the company's decision to exercise the pay-in-kind
option for the 90-day interest period ending Jan. 2, 2009, under
the $250 million unsecured term loan ($112 million outstanding)
will help liquidity in the short-term, the company's already
aggressive debt burden will increase from the interest accretion.
Still, S&P believes liquidity is likely to remain adequate in the
near-term, with about $60 million available under the revolving
credit facility (due 2012) and $120 million cash on hand as of
Dec. 31, 2008.  There are no significant debt maturities over the
next three years.

In resolving the CreditWatch listing, S&P will discuss with
management its operating and financial prospects for the next
several quarters in light of the continued weak market conditions
and whether or not it expects to continue exercising the PIK
option for the interest on the term loan.


WOLF HOLLOW: S&P Puts 'B' Rating on Facilities on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B' rating on Wolf
Hollow I L.P.'s first-lien credit facilities on CreditWatch with
negative implications.  The facilities consist of a $156 million
first lien term loan (which consist of $130 million and a
$26 million sub-facility revolver, $120.7 million of the
$130 million outstanding as of Dec. 31, 2008), a $30 million
working capital facility, and a $104 million synthetic LC
facility.  The recovery ratings on the first-lien facilities
remain at '1'.

In addition, S&P placed the 'CCC+' rating on the $110 million
second-lien term loan on CreditWatch negative.  The recovery
rating on the second-lien facilities remains at '4'.

The CreditWatch placement follows improved fourth-quarter earnings
that were augmented by cash received from a heat rate call option
written by the project to Eagle Energy; S&P calculate that without
this cash, the project would have tripped the trailing fourth-
quarter debt service coverage ratio of 1.20x, a financial covenant
in the credit agreement.  In addition, S&P believes the changed
hedge profile for the 720 MW plant (680 MW of which are already
contracted via a power purchase agreement and heat rate call
option with Exelon and J. Aron, respectively) has increased
operational risk; unplanned outages may result in higher
replacement power obligations, an issue which contributed to gross
margin reduction in 2008 even without the presence of the
additional hedging agreement.

Finally, the project also executed a lease agreement with
Quicksilver Resources for rights to drill and extract natural gas
from a portion of the project property; S&P is seeking additional
information on the terms of this agreement and its impact, if any,
on project lenders.


* S&P Takes Ratings Action on Various U.S. REIT
-----------------------------------------------
Standard & Poor's Ratings Services recently took rating actions on
10 U.S. real estate investment trusts: S&P lowered its ratings on
two companies and placed S&P's ratings on nine companies on
CreditWatch with negative implications.  These actions affect
roughly 16% of S&P's rated 62-company universe and were prompted
by continued constrained access to debt and equity capital for
many REITs and S&P's concern that sharply deteriorating economic
conditions will result in greater pressure on portfolio-level cash
flows than previously contemplated.

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

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

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

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

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

                       Creditwatch Listings

                           Property
                           Focus        To                  From
                           --------     --                  ----
   Apartment Investment &
    Management Co.         Multifamily   BB+/Watch Neg
BB+/Stable

   BRE Properties Inc.     Multifamily   BBB/Watch Neg
BBB/Stable

   Capital                 Net Lease
    Automotive LLC        (auto)         BB/Watch Neg       BB/Neg

   Colonial Properties     Multifamily   BBB-/Watch Neg     BBB-
/Neg

   Developers Diversified
    Realty Corp.           Retail        BBB-/Watch Neg     BBB-
/Neg

   Hospitality
    Properties Trust       Net Lease
                          (hotel)        BBB/Watch Neg
BBB/Neg

   ProLogis                Industrial    BBB-/Watch Neg     BBB-
/Neg

   UDR Inc.                Multifamily   BBB/Watch Neg
BBB/Stable

                             Rating Changes

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


* BOND PRICING -- For the Week From March 9 - 13, 2009
------------------------------------------------------
  Company             Coupon       Maturity   Bid Price
  -------             ------       --------   ---------
155 E TROPICANA          8.75%      4/1/2012       39.13
ABITIBI-CONS FIN        7.875%      8/1/2009       27.00
ACCURIDE CORP             8.5%      2/1/2015       30.00
ACE CASH EXPRESS        10.25%     10/1/2014       14.13
ADVANTA CAP TR           8.99%    12/17/2026        9.50
AGFC CAP TRUST I            6%     1/15/2067        9.96
AHERN RENTALS            9.25%     8/15/2013       25.00
ALABAMA POWER             5.5%     10/1/2042       70.00
ALERIS INTL INC             9%    12/15/2014        0.48
ALERIS INTL INC            10%    12/15/2016        0.70
ALION SCIENCE           10.25%      2/1/2015       20.00
ALLBRITTON COMM          7.75%    12/15/2012       40.00
ALLIED CAP CORP             6%      4/1/2012       18.36
ALLIED CAP CORP         6.625%     7/15/2011       19.75
ALLIS-CHALMERS E          8.5%      3/1/2017       24.00
ALLIS-CHALMERS E            9%     1/15/2014       31.00
AMD                      7.75%     11/1/2012       52.25
AMER AXLE & MFG          5.25%     2/11/2014       17.50
AMER AXLE & MFG         7.875%      3/1/2017       16.50
AMER CAP STRATEG          8.6%      8/1/2012       38.00
AMER GENL CORP            7.5%     8/11/2010       77.15
AMER GENL FIN               3%     7/15/2009       82.87
AMER GENL FIN            3.05%     6/15/2010       35.00
AMER GENL FIN             3.1%     6/15/2009       48.00
AMER GENL FIN             3.1%     7/15/2009       76.80
AMER GENL FIN             3.3%     7/15/2009       87.23
AMER GENL FIN             3.3%    11/15/2009       50.00
AMER GENL FIN             3.3%     6/15/2010       58.00
AMER GENL FIN            3.35%     5/15/2009       91.38
AMER GENL FIN             3.4%    10/15/2009       79.33
AMER GENL FIN            3.45%     4/15/2010       40.00
AMER GENL FIN             3.6%     4/15/2009       95.75
AMER GENL FIN             3.8%     4/15/2009       60.00
AMER GENL FIN            3.85%     9/15/2009       91.85
AMER GENL FIN           3.875%     10/1/2009       68.03
AMER GENL FIN           3.875%    10/15/2009       66.49
AMER GENL FIN           3.875%    11/15/2009       65.88
AMER GENL FIN             3.9%     9/15/2009       75.60
AMER GENL FIN             3.9%     4/15/2010       54.98
AMER GENL FIN             3.9%     4/15/2011       24.00
AMER GENL FIN               4%     6/15/2009       80.49
AMER GENL FIN               4%     8/15/2009       79.20
AMER GENL FIN               4%     9/15/2009       60.00
AMER GENL FIN               4%    11/15/2009       68.69
AMER GENL FIN               4%    11/15/2009       30.00
AMER GENL FIN               4%    11/15/2009       56.00
AMER GENL FIN               4%    12/15/2009       50.00
AMER GENL FIN               4%    12/15/2009       65.83
AMER GENL FIN               4%    12/15/2009       65.33
AMER GENL FIN               4%     3/15/2011       41.00
AMER GENL FIN               4%     4/15/2012       20.00
AMER GENL FIN            4.05%     5/15/2010       15.00
AMER GENL FIN             4.1%     1/15/2010       51.78
AMER GENL FIN             4.1%     5/15/2010       39.16
AMER GENL FIN             4.1%     1/15/2011       35.05
AMER GENL FIN             4.1%     7/15/2012       43.88
AMER GENL FIN           4.125%     1/15/2010       62.63
AMER GENL FIN            4.15%    11/15/2010       41.00
AMER GENL FIN            4.15%    12/15/2010       26.00
AMER GENL FIN            4.15%     1/15/2011       40.90
AMER GENL FIN             4.2%     8/15/2009       34.25
AMER GENL FIN             4.2%    10/15/2009       30.00
AMER GENL FIN             4.2%    11/15/2009       50.00
AMER GENL FIN             4.2%    10/15/2010       44.75
AMER GENL FIN            4.25%    11/15/2009       69.01
AMER GENL FIN            4.25%    10/15/2010       43.89
AMER GENL FIN            4.25%     3/15/2013       37.25
AMER GENL FIN             4.3%     5/15/2009       45.00
AMER GENL FIN             4.3%     6/15/2009       84.84
AMER GENL FIN             4.3%     9/15/2009       75.84
AMER GENL FIN             4.3%     6/15/2010       80.24
AMER GENL FIN             4.3%     7/15/2010       48.34
AMER GENL FIN             4.3%     9/15/2010       44.99
AMER GENL FIN             4.3%    10/15/2011       34.03
AMER GENL FIN            4.35%     6/15/2009       94.50
AMER GENL FIN            4.35%     6/15/2009       86.07
AMER GENL FIN            4.35%     9/15/2009       75.63
AMER GENL FIN            4.35%     3/15/2010       57.72
AMER GENL FIN             4.4%     5/15/2009       75.00
AMER GENL FIN             4.4%     7/15/2009       60.00
AMER GENL FIN             4.4%    12/15/2010       22.00
AMER GENL FIN             4.4%    12/15/2011       19.00
AMER GENL FIN             4.4%     4/15/2012       15.50
AMER GENL FIN             4.5%     7/15/2009       60.00
AMER GENL FIN             4.5%     9/15/2009       65.00
AMER GENL FIN             4.5%     3/15/2010       57.58
AMER GENL FIN             4.5%     8/15/2010       21.00
AMER GENL FIN             4.5%    11/15/2010       30.00
AMER GENL FIN             4.5%    11/15/2011       36.62
AMER GENL FIN            4.55%    10/15/2009       79.00
AMER GENL FIN             4.6%    11/15/2009       27.00
AMER GENL FIN             4.6%     8/15/2010       32.00
AMER GENL FIN             4.6%     9/15/2010       22.00
AMER GENL FIN             4.6%    10/15/2010       43.85
AMER GENL FIN             4.6%     1/15/2012       65.47
AMER GENL FIN           4.625%     5/15/2009       91.00
AMER GENL FIN           4.625%      9/1/2010       37.00
AMER GENL FIN           4.625%     3/15/2012       49.00
AMER GENL FIN           4.625%    10/15/2012       26.00
AMER GENL FIN           4.625%    12/15/2012       25.00
AMER GENL FIN            4.65%     8/15/2010       61.00
AMER GENL FIN             4.7%    12/15/2009       65.94
AMER GENL FIN             4.7%    10/15/2010       43.40
AMER GENL FIN            4.75%     6/15/2010       30.00
AMER GENL FIN            4.75%     8/15/2010       19.55
AMER GENL FIN            4.75%     5/15/2011       38.86
AMER GENL FIN            4.75%    11/15/2012       20.00
AMER GENL FIN             4.8%     8/15/2009       79.44
AMER GENL FIN             4.8%     9/15/2011       37.40
AMER GENL FIN            4.85%    10/15/2009       72.61
AMER GENL FIN            4.85%    12/15/2009       77.99
AMER GENL FIN           4.875%     5/15/2010       43.75
AMER GENL FIN           4.875%     6/15/2010       68.63
AMER GENL FIN           4.875%     7/15/2012       39.00
AMER GENL FIN             4.9%    12/15/2009       82.58
AMER GENL FIN             4.9%     3/15/2011       40.02
AMER GENL FIN             4.9%     3/15/2012       35.58
AMER GENL FIN            4.95%    11/15/2010       25.75
AMER GENL FIN               5%     9/15/2009       86.25
AMER GENL FIN               5%     1/15/2010       34.00
AMER GENL FIN               5%     6/15/2010       78.84
AMER GENL FIN               5%     9/15/2010       35.00
AMER GENL FIN               5%    10/15/2010       26.00
AMER GENL FIN               5%    11/15/2010       45.00
AMER GENL FIN               5%    12/15/2010       21.00
AMER GENL FIN               5%    12/15/2010       50.88
AMER GENL FIN               5%    12/15/2010       23.00
AMER GENL FIN               5%     1/15/2011       16.90
AMER GENL FIN               5%     1/15/2011       51.70
AMER GENL FIN               5%     3/15/2011       28.10
AMER GENL FIN               5%     6/15/2011       39.35
AMER GENL FIN               5%    10/15/2011       24.26
AMER GENL FIN               5%    12/15/2011       36.27
AMER GENL FIN               5%     3/15/2012       35.94
AMER GENL FIN               5%     8/15/2012       22.00
AMER GENL FIN               5%     9/15/2012       22.00
AMER GENL FIN               5%    12/15/2012       21.00
AMER GENL FIN               5%     5/15/2013       30.88
AMER GENL FIN               5%     8/15/2013       22.00
AMER GENL FIN             5.1%     6/15/2009       92.93
AMER GENL FIN             5.1%     9/15/2009       78.63
AMER GENL FIN             5.1%     9/15/2010       45.76
AMER GENL FIN             5.1%     3/15/2011       54.97
AMER GENL FIN             5.1%     1/15/2012       36.49
AMER GENL FIN             5.1%    12/15/2013       28.36
AMER GENL FIN             5.1%     3/15/2014       27.56
AMER GENL FIN            5.15%     6/15/2009       97.50
AMER GENL FIN            5.15%     9/15/2009       76.20
AMER GENL FIN            5.15%    10/15/2013       33.65
AMER GENL FIN            5.15%     3/15/2014       27.66
AMER GENL FIN             5.2%     6/15/2010       65.50
AMER GENL FIN             5.2%     9/15/2010       60.10
AMER GENL FIN             5.2%     5/15/2011       25.00
AMER GENL FIN             5.2%    12/15/2011       32.85
AMER GENL FIN             5.2%     5/15/2012       33.50
AMER GENL FIN             5.2%    10/15/2013       28.12
AMER GENL FIN            5.25%     6/15/2009       87.27
AMER GENL FIN            5.25%     6/15/2009       87.27
AMER GENL FIN            5.25%     7/15/2010       37.70
AMER GENL FIN            5.25%     4/15/2011       39.85
AMER GENL FIN            5.25%     6/15/2011       60.15
AMER GENL FIN            5.25%     9/15/2012       33.51
AMER GENL FIN            5.25%    12/15/2012       18.00
AMER GENL FIN            5.25%    12/15/2012       66.98
AMER GENL FIN            5.25%     5/15/2013       34.25
AMER GENL FIN             5.3%     6/15/2009       87.46
AMER GENL FIN            5.35%     6/15/2010       45.51
AMER GENL FIN            5.35%     7/15/2010       52.50
AMER GENL FIN            5.35%     9/15/2011       53.00
AMER GENL FIN            5.35%     8/15/2012       33.66
AMER GENL FIN           5.375%      9/1/2009       71.00
AMER GENL FIN           5.375%     10/1/2012       40.50
AMER GENL FIN             5.4%     6/15/2011       38.91
AMER GENL FIN             5.4%     6/15/2011       38.91
AMER GENL FIN             5.4%     5/15/2013       23.00
AMER GENL FIN             5.4%     9/15/2013       30.55
AMER GENL FIN             5.4%     6/15/2014       39.00
AMER GENL FIN            5.45%     9/15/2009       76.20
AMER GENL FIN            5.45%     6/15/2011       38.09
AMER GENL FIN            5.45%    10/15/2011       30.00
AMER GENL FIN            5.45%     9/15/2013       30.62
AMER GENL FIN             5.5%     6/15/2009       87.31
AMER GENL FIN             5.5%    12/15/2010       42.16
AMER GENL FIN             5.5%     4/15/2011       32.09
AMER GENL FIN             5.5%     6/15/2012       35.08
AMER GENL FIN             5.5%     7/15/2012       23.00
AMER GENL FIN             5.5%     8/15/2012       33.83
AMER GENL FIN             5.5%    12/15/2012       16.00
AMER GENL FIN             5.5%    12/15/2012       35.08
AMER GENL FIN             5.5%     1/15/2013       31.83
AMER GENL FIN             5.5%     1/15/2013       31.83
AMER GENL FIN             5.5%     5/15/2014       30.34
AMER GENL FIN             5.5%     6/15/2014       32.25
AMER GENL FIN             5.6%     6/15/2011       39.08
AMER GENL FIN           5.625%     8/17/2011       33.75
AMER GENL FIN            5.65%     3/15/2013       15.00
AMER GENL FIN            5.75%     5/15/2013       16.00
AMER GENL FIN            5.75%     6/15/2013       24.00
AMER GENL FIN            5.75%     8/15/2014       26.87
AMER GENL FIN            5.75%     9/15/2014       26.63
AMER GENL FIN             5.8%     9/15/2013       16.00
AMER GENL FIN            5.85%     9/15/2012       31.70
AMER GENL FIN               6%     7/15/2011       32.85
AMER GENL FIN               6%     4/15/2013       25.00
AMER GENL FIN               6%     4/15/2013       16.00
AMER GENL FIN               6%    10/15/2014       23.76
AMER GENL FIN               6%    10/15/2014       22.00
AMER GENL FIN               6%    11/15/2014       11.28
AMER GENL FIN               6%    12/15/2014       36.25
AMER GENL FIN               6%    12/15/2014       25.00
AMER GENL FIN               6%    12/15/2014       28.06
AMER GENL FIN               6%     1/15/2015       16.90
AMER GENL FIN            6.25%     7/15/2010       79.31
AMER GENL FIN            6.25%     7/15/2011       25.00
AMER GENL FIN            6.25%     7/15/2011       20.00
AMER GENL FIN            6.75%     7/15/2011       40.02
AMER GENL FIN            6.75%     7/15/2013       29.00
AMER GENL FIN            6.75%     7/15/2013       25.00
AMER GENL FIN            7.25%     7/15/2013       33.07
AMER GENL FIN            7.25%     7/15/2015       15.51
AMER GENL FIN            7.25%     7/15/2015       35.18
AMER GENL FIN            7.75%     9/15/2010       47.44
AMER GENL FIN            7.85%     8/15/2010       65.00
AMER GENL FIN             7.9%     9/15/2010       47.56
AMER GENL FIN               8%     8/15/2010       55.00
AMER GENL FIN             8.1%     9/15/2011       40.27
AMER GENL FIN           8.125%     8/15/2009       78.00
AMER GENL FIN            8.15%     8/15/2011       55.00
AMER GENL FIN             8.2%     9/15/2011       40.36
AMER GENL FIN           8.375%     8/15/2011       40.31
AMER GENL FIN            8.45%    10/15/2009       74.00
AMER GENL FIN            8.85%     9/15/2013       34.51
AMER GENL FIN               9%     9/15/2013       34.70
AMER INTL GROUP         4.875%     3/15/2067       10.00
AMER INTL GROUP         5.375%    10/18/2011       57.00
AMER INTL GROUP          6.25%     3/15/2037        8.00
AMER MEDIA OPER         8.875%     1/15/2011       36.00
AMERICREDIT CORP         0.75%     9/15/2011       42.44
AMES TRUE TEMPER           10%     7/15/2012       40.00
AMR CORP                10.13%     6/15/2011       47.75
AMR CORP                 10.4%     3/15/2011       52.00
AMR CORP                10.42%     3/15/2011       46.00
AMR CORP                10.45%     3/10/2011       52.00
ANTHRACITE CAP          11.75%      9/1/2027        9.00
APPLETON PAPERS          9.75%     6/15/2014       18.00
ARCO CHEMICAL CO          9.8%      2/1/2020        9.50
ARCO CHEMICAL CO        10.25%     11/1/2010        9.00
ARVINMERITOR            8.125%     9/15/2015       21.50
ARVINMERITOR             8.75%      3/1/2012       26.56
ASARCO INC              7.875%     4/15/2013       23.50
ASHTON WOODS USA          9.5%     10/1/2015       19.50
AT HOME CORP           0.5246%    12/28/2018        0.06
ATHEROGENICS INC          1.5%      2/1/2012       11.00
AVENTINE RENEW             10%      4/1/2017       20.01
AVIS BUDGET CAR         7.625%     5/15/2014       18.00
AVIS BUDGET CAR          7.75%     5/15/2016       18.00
BANK NEW ENGLAND        9.875%     9/15/1999        5.38
BANK OF AMER CRP          7.8%     2/15/2010       95.83
BANKUNITED CAP          3.125%      3/1/2034        8.00
BARRINGTON BROAD         10.5%     8/15/2014       12.50
BEAZER HOMES USA        4.625%     6/15/2024       21.75
BEAZER HOMES USA          6.5%    11/15/2013       20.00
BEAZER HOMES USA        6.875%     7/15/2015       21.00
BEAZER HOMES USA        8.125%     6/15/2016       23.00
BEAZER HOMES USA        8.375%     4/15/2012       24.25
BEAZER HOMES USA        8.625%     5/15/2011       33.25
BELL MICROPRODUC         3.75%      3/5/2024       18.00
BELL MICROPRODUC         3.75%      3/5/2024       15.63
BLOCKBUSTER INC             9%      9/1/2012       42.00
BON-TON DEPT STR        10.25%     3/15/2014       15.00
BORDEN INC              7.875%     2/15/2023        7.03
BORDEN INC              8.375%     4/15/2016        2.00
BORDEN INC                9.2%     3/15/2021        7.00
BOWATER INC               6.5%     6/15/2013        7.02
BOWATER INC                 9%      8/1/2009       25.00
BOWATER INC             9.375%    12/15/2021       19.75
BOWATER INC               9.5%    10/15/2012       10.50
BRODER BROS CO          11.25%    10/15/2010       19.25
BROOKSTONE CO              12%    10/15/2012       48.50
BURLINGTON COAT        11.125%     4/15/2014       25.00
CALLON PETROLEUM         9.75%     12/8/2010       40.00
CAPMARK FINL GRP        7.375%     5/10/2012       19.00
CAPMARK FINL GRP          7.8%     5/10/2017       17.50
CARAUSTAR INDS           7.25%      5/1/2010       50.38
CARAUSTAR INDS          7.375%      6/1/2009       53.00
CCH I LLC                9.92%      4/1/2014        1.00
CCH I LLC                  10%     5/15/2014        2.63
CCH I LLC              11.125%     1/15/2014        1.25
CCH I/CCH I CP             11%     10/1/2015        8.50
CCH I/CCH I CP             11%     10/1/2015        8.00
CELL GENESYS INC        3.125%     11/1/2011       40.00
CELL THERAPEUTIC         5.75%    12/15/2011       14.50
CENTRAL EUROPEAN            3%     3/15/2013       27.00
CHAMPION ENTERPR         2.75%     11/1/2037       12.75
CHAMPION ENTERPR        7.625%     5/15/2009       91.00
CHAPARRAL ENERGY          8.5%     12/1/2015       27.25
CHAPARRAL ENERGY        8.875%      2/1/2017       28.75
CHARTER COMM HLD        9.625%    11/15/2009       62.25
CHARTER COMM HLD           10%     5/15/2011        1.50
CHARTER COMM HLD       11.125%     1/15/2011        5.06
CHARTER COMM HLD        11.75%     5/15/2011        2.00
CHARTER COMM INC          6.5%     10/1/2027        5.50
CHENIERE ENERGY          2.25%      8/1/2012       17.00
CIRCUS CIRCUS           7.625%     7/15/2013        8.94
CIT GROUP INC           3.375%      4/1/2009       95.12
CIT GROUP INC           4.125%     11/3/2009       82.50
CIT GROUP INC            4.25%      2/1/2010       77.50
CIT GROUP INC             5.2%     11/3/2010       68.00
CIT GROUP INC           6.875%     11/1/2009       82.88
CITADEL BROADCAS            4%     2/15/2011       30.00
CITIGROUP INC            7.25%     10/1/2010       76.26
CITIZENS REPUB           5.75%      2/1/2013       28.25
CLAIRE'S STORES          9.25%      6/1/2015       24.50
CLAIRE'S STORES          10.5%      6/1/2017       19.50
CLEAR CHANNEL            4.25%     5/15/2009       88.50
CLEAR CHANNEL             4.4%     5/15/2011       15.50
CLEAR CHANNEL             4.5%     1/15/2010       35.00
CLEAR CHANNEL             4.9%     5/15/2015       10.00
CLEAR CHANNEL               5%     3/15/2012        6.50
CLEAR CHANNEL             5.5%     9/15/2014        6.90
CLEAR CHANNEL             5.5%    12/15/2016       10.31
CLEAR CHANNEL            5.75%     1/15/2013        7.00
CLEAR CHANNEL            6.25%     3/15/2011       15.50
CLEAR CHANNEL           6.875%     6/15/2018       10.50
CLEAR CHANNEL            7.25%    10/15/2027        2.00
CLEAR CHANNEL            7.65%     9/15/2010       24.65
CLEAR CHANNEL           10.75%      8/1/2016       13.75
CMP SUSQUEHANNA         9.875%     5/15/2014        4.50
COEUR D'ALENE            1.25%     1/15/2024       44.00
COMMSC-CALL03/09            1%     3/15/2024       99.81
COMPUCREDIT             3.625%     5/30/2025       23.83
CONEXANT SYSTEMS            4%      3/1/2026       43.03
CONSTAR INTL               11%     12/1/2012        2.75
COOPER-STANDARD             7%    12/15/2012       12.00
COOPER-STANDARD         8.375%    12/15/2014       11.00
CREDENCE SYSTEM           3.5%     5/15/2010       24.00
DAYTON SUPERIOR            13%     6/15/2009       59.50
DECODE GENETICS           3.5%     4/15/2011        4.38
DECODE GENETICS           3.5%     4/15/2011        5.00
DELPHI CORP              8.25%    10/15/2033        0.01
DELTA PETROLEUM          3.75%      5/1/2037       44.00
DEVELOP DIV RLTY         5.25%     4/15/2011       47.50
DEVELOPERS DIVER            3%     3/15/2012       40.38
DEVELOPERS DIVER          3.5%     8/15/2011       47.50
DEX MEDIA INC               8%    11/15/2013        8.06
DEX MEDIA WEST          5.875%    11/15/2011       24.75
DEX MEDIA WEST            8.5%     8/15/2010       44.00
DEX MEDIA WEST          9.875%     8/15/2013       16.88
DOWNEY FINANCIAL          6.5%      7/1/2014        0.50
DOWNSTREAM DEVEL         15.5%     10/4/2016       32.38
DUANE READE INC          9.75%      8/1/2011       56.00
DUNE ENERGY INC          10.5%      6/1/2012       29.60
E*TRADE FINL            7.375%     9/15/2013       30.25
E*TRADE FINL                8%     6/15/2011       38.00
E*TRADE FINL             12.5%    11/30/2017       34.00
E*TRADE FINL             12.5%    11/30/2017       34.00
EASTMAN KODAK CO         9.95%      7/1/2018       19.80
ENERGY PARTNERS          9.75%     4/15/2014       25.00
ENERGY XXI GULF            10%     6/15/2013       38.00
EOP OPERATING LP         4.25%     3/15/2009       99.05
EOP OPERATING LP            7%     7/15/2011       38.93
EPIX MEDICAL INC            3%     6/15/2024       32.50
EQUISTAR CHEMICA         7.55%     2/15/2026       10.00
EVERGREEN SOLAR             4%     7/15/2013       26.75
FGIC CORP                   6%     1/15/2034        6.98
FIBERTOWER CORP             9%    11/15/2012       30.03
FINISAR CORP              2.5%    10/15/2010       52.38
FINLAY FINE JWLY        8.375%      6/1/2012        1.75
FIRST DATA CORP           4.5%     6/15/2010       55.00
FIRST DATA CORP           4.7%      8/1/2013       25.12
FIRST DATA CORP          4.85%     10/1/2014       25.00
FIRST DATA CORP         5.625%     11/1/2011       57.95
FLOTEK INDS              5.25%     2/15/2028       21.00
FONTAINEBLEAU LA           11%     6/15/2015        5.25
FORD HOLDINGS             9.3%      3/1/2030       21.00
FORD HOLDINGS           9.375%      3/1/2020       21.50
FORD MOTOR CO           7.125%    11/15/2025       21.50
FORD MOTOR CO             8.9%     1/15/2032       21.00
FORD MOTOR CO           9.215%     9/15/2021       20.00
FORD MOTOR CO             9.5%     9/15/2011       43.50
FORD MOTOR CO            9.98%     2/15/2047       25.50
FORD MOTOR CRED           4.3%     3/20/2009       99.00
FORD MOTOR CRED           4.5%     3/20/2009       95.21
FORD MOTOR CRED           4.7%     4/20/2009       94.00
FORD MOTOR CRED           4.8%     7/20/2009       89.00
FORD MOTOR CRED           4.9%     5/20/2009       84.59
FORD MOTOR CRED           4.9%    10/20/2009       72.91
FORD MOTOR CRED           4.9%    10/20/2009       72.76
FORD MOTOR CRED          4.95%    10/20/2009       71.70
FORD MOTOR CRED             5%     8/20/2009       86.00
FORD MOTOR CRED             5%     8/20/2009       78.26
FORD MOTOR CRED             5%     9/21/2009       74.69
FORD MOTOR CRED             5%     9/21/2009       74.13
FORD MOTOR CRED             5%     9/21/2009       74.08
FORD MOTOR CRED             5%    10/20/2009       75.00
FORD MOTOR CRED             5%     1/20/2011       50.53
FORD MOTOR CRED             5%     2/22/2011       40.00
FORD MOTOR CRED           5.1%     8/20/2009       85.25
FORD MOTOR CRED           5.1%    11/20/2009       68.39
FORD MOTOR CRED           5.1%     2/22/2011       40.00
FORD MOTOR CRED          5.15%    11/20/2009       78.50
FORD MOTOR CRED          5.15%    11/20/2009       81.11
FORD MOTOR CRED          5.15%    11/20/2009       68.62
FORD MOTOR CRED          5.15%     1/20/2011       37.21
FORD MOTOR CRED           5.2%     7/20/2009       79.00
FORD MOTOR CRED           5.2%     3/21/2011       34.66
FORD MOTOR CRED           5.2%     3/21/2011       40.91
FORD MOTOR CRED          5.25%    12/21/2009       66.39
FORD MOTOR CRED          5.25%     1/20/2010       73.74
FORD MOTOR CRED          5.25%     2/22/2011       42.90
FORD MOTOR CRED          5.25%     3/21/2011       40.83
FORD MOTOR CRED          5.25%     3/21/2011       34.23
FORD MOTOR CRED          5.25%     9/20/2011       42.00
FORD MOTOR CRED           5.3%     3/21/2011       34.00
FORD MOTOR CRED           5.3%     4/20/2011       40.00
FORD MOTOR CRED          5.35%     5/20/2009       86.00
FORD MOTOR CRED          5.35%     2/22/2011       45.00
FORD MOTOR CRED           5.4%    12/21/2009       67.00
FORD MOTOR CRED           5.4%     1/20/2011       51.13
FORD MOTOR CRED           5.4%     9/20/2011       31.17
FORD MOTOR CRED           5.4%    10/20/2011       32.75
FORD MOTOR CRED           5.4%    10/20/2011       35.50
FORD MOTOR CRED          5.45%     6/21/2010       54.00
FORD MOTOR CRED          5.45%     4/20/2011       47.43
FORD MOTOR CRED          5.45%    10/20/2011       34.50
FORD MOTOR CRED           5.5%     6/22/2009       82.07
FORD MOTOR CRED           5.5%     6/22/2009       90.00
FORD MOTOR CRED           5.5%     1/20/2010       58.54
FORD MOTOR CRED           5.5%     2/22/2010       71.00
FORD MOTOR CRED           5.5%     2/22/2010       55.90
FORD MOTOR CRED           5.5%     2/22/2010       63.74
FORD MOTOR CRED           5.5%     4/20/2011       34.50
FORD MOTOR CRED           5.5%     9/20/2011       37.00
FORD MOTOR CRED          5.55%     6/21/2010       55.00
FORD MOTOR CRED          5.55%     8/22/2011       42.00
FORD MOTOR CRED          5.55%     9/20/2011       38.85
FORD MOTOR CRED           5.6%    12/20/2010       42.96
FORD MOTOR CRED           5.6%     4/20/2011       33.00
FORD MOTOR CRED           5.6%     8/22/2011       47.53
FORD MOTOR CRED           5.6%     9/20/2011       31.84
FORD MOTOR CRED           5.6%    11/21/2011       40.00
FORD MOTOR CRED           5.6%    11/21/2011       44.00
FORD MOTOR CRED          5.65%    12/20/2010       49.00
FORD MOTOR CRED          5.65%     7/20/2011       33.00
FORD MOTOR CRED          5.65%    11/21/2011       30.89
FORD MOTOR CRED          5.65%    12/20/2011       44.00
FORD MOTOR CRED          5.65%     1/21/2014       21.58
FORD MOTOR CRED           5.7%     1/15/2010       82.06
FORD MOTOR CRED           5.7%     3/22/2010       67.97
FORD MOTOR CRED           5.7%     5/20/2011       32.64
FORD MOTOR CRED           5.7%    12/20/2011       45.50
FORD MOTOR CRED           5.7%     1/20/2012       34.50
FORD MOTOR CRED          5.75%     1/20/2010       69.64
FORD MOTOR CRED          5.75%     3/22/2010       54.12
FORD MOTOR CRED          5.75%     6/21/2010       49.49
FORD MOTOR CRED          5.75%    10/20/2010       49.83
FORD MOTOR CRED          5.75%     8/22/2011       31.62
FORD MOTOR CRED          5.75%    12/20/2011       35.94
FORD MOTOR CRED          5.75%     2/21/2012       37.29
FORD MOTOR CRED          5.75%     2/20/2014       28.00
FORD MOTOR CRED          5.75%     2/20/2014       24.00
FORD MOTOR CRED           5.8%    11/22/2010       44.57
FORD MOTOR CRED           5.8%     8/22/2011       49.02
FORD MOTOR CRED          5.85%     5/20/2010       49.71
FORD MOTOR CRED          5.85%     6/21/2010       51.59
FORD MOTOR CRED          5.85%     7/20/2010       40.00
FORD MOTOR CRED          5.85%     7/20/2011       34.00
FORD MOTOR CRED          5.85%     1/20/2012       28.00
FORD MOTOR CRED           5.9%     7/20/2011       42.00
FORD MOTOR CRED          5.95%     5/20/2010       60.08
FORD MOTOR CRED             6%     2/22/2010       58.21
FORD MOTOR CRED             6%     6/21/2010       49.14
FORD MOTOR CRED             6%    10/20/2010       43.00
FORD MOTOR CRED             6%    10/20/2010       50.30
FORD MOTOR CRED             6%    12/20/2010       60.00
FORD MOTOR CRED             6%     1/20/2012       43.00
FORD MOTOR CRED             6%     1/21/2014       27.50
FORD MOTOR CRED             6%     3/20/2014       24.10
FORD MOTOR CRED             6%     3/20/2014       24.17
FORD MOTOR CRED             6%     3/20/2014       24.67
FORD MOTOR CRED             6%     3/20/2014       27.89
FORD MOTOR CRED             6%    11/20/2014       27.10
FORD MOTOR CRED             6%    11/20/2014       24.20
FORD MOTOR CRED             6%     1/20/2015       24.00
FORD MOTOR CRED             6%     2/20/2015       21.26
FORD MOTOR CRED          6.05%     7/20/2010       58.00
FORD MOTOR CRED          6.05%     9/20/2010       51.13
FORD MOTOR CRED          6.05%     6/20/2011       41.50
FORD MOTOR CRED          6.05%     3/20/2012       24.35
FORD MOTOR CRED          6.05%     2/20/2014       21.25
FORD MOTOR CRED          6.05%     3/20/2014       20.66
FORD MOTOR CRED          6.05%     4/21/2014       23.00
FORD MOTOR CRED          6.05%    12/22/2014       16.76
FORD MOTOR CRED          6.05%    12/22/2014       22.76
FORD MOTOR CRED          6.05%    12/22/2014       24.00
FORD MOTOR CRED          6.05%     2/20/2015       20.20
FORD MOTOR CRED           6.1%     6/20/2011       34.75
FORD MOTOR CRED           6.1%     2/20/2015       24.00
FORD MOTOR CRED          6.15%     7/20/2010       49.91
FORD MOTOR CRED          6.15%     9/20/2010       46.63
FORD MOTOR CRED          6.15%     5/20/2011       42.02
FORD MOTOR CRED          6.15%    12/22/2014       16.00
FORD MOTOR CRED           6.2%     5/20/2011       33.60
FORD MOTOR CRED           6.2%     6/20/2011       48.00
FORD MOTOR CRED           6.2%     4/21/2014       23.40
FORD MOTOR CRED           6.2%     3/20/2015       25.00
FORD MOTOR CRED          6.25%     6/20/2011       33.50
FORD MOTOR CRED          6.25%     6/20/2011       32.58
FORD MOTOR CRED          6.25%     2/21/2012       25.55
FORD MOTOR CRED          6.25%     3/20/2012       30.49
FORD MOTOR CRED          6.25%    12/20/2013       24.00
FORD MOTOR CRED          6.25%    12/20/2013       20.96
FORD MOTOR CRED          6.25%     4/21/2014       27.10
FORD MOTOR CRED          6.25%     1/20/2015       25.00
FORD MOTOR CRED          6.25%     3/20/2015       28.99
FORD MOTOR CRED           6.3%     5/20/2010       68.25
FORD MOTOR CRED           6.3%     5/20/2014       20.33
FORD MOTOR CRED           6.3%     5/20/2014       23.00
FORD MOTOR CRED          6.35%     9/20/2010       53.80
FORD MOTOR CRED          6.35%     9/20/2010       57.78
FORD MOTOR CRED          6.35%     4/21/2014       30.10
FORD MOTOR CRED           6.4%     8/20/2010       59.02
FORD MOTOR CRED           6.5%     8/20/2010       59.01
FORD MOTOR CRED           6.5%    12/20/2013       26.00
FORD MOTOR CRED           6.5%     2/20/2015       24.00
FORD MOTOR CRED           6.5%     3/20/2015       20.75
FORD MOTOR CRED          6.52%     3/10/2013       24.00
FORD MOTOR CRED          6.55%     8/20/2010       50.77
FORD MOTOR CRED          6.55%    12/20/2013       27.00
FORD MOTOR CRED          6.55%     7/21/2014       25.10
FORD MOTOR CRED           6.6%     3/20/2012       44.04
FORD MOTOR CRED          6.65%    10/21/2013       21.76
FORD MOTOR CRED          6.65%     6/20/2014       27.10
FORD MOTOR CRED          6.75%    10/21/2013       28.00
FORD MOTOR CRED          6.75%     6/20/2014       25.00
FORD MOTOR CRED           6.8%     6/20/2014       25.00
FORD MOTOR CRED           6.8%     3/20/2015       25.49
FORD MOTOR CRED          6.85%     9/20/2013       32.59
FORD MOTOR CRED          6.85%     5/20/2014       27.00
FORD MOTOR CRED          6.85%     6/20/2014       22.47
FORD MOTOR CRED          6.95%     4/20/2010       56.96
FORD MOTOR CRED          6.95%     5/20/2014       28.00
FORD MOTOR CRED          6.98%     6/28/2010       70.39
FORD MOTOR CRED             7%      7/1/2010       66.00
FORD MOTOR CRED             7%     7/20/2010       49.00
FORD MOTOR CRED             7%     8/15/2012       35.88
FORD MOTOR CRED          7.05%     9/20/2013       24.00
FORD MOTOR CRED           7.1%     9/20/2013       23.00
FORD MOTOR CRED           7.1%     9/20/2013       23.50
FORD MOTOR CRED          7.15%     8/20/2010       57.52
FORD MOTOR CRED           7.2%     9/27/2010       50.44
FORD MOTOR CRED          7.25%     3/22/2010       58.83
FORD MOTOR CRED          7.25%     7/20/2017       24.19
FORD MOTOR CRED          7.35%     11/7/2011       31.57
FORD MOTOR CRED          7.35%     3/20/2015       28.65
FORD MOTOR CRED          7.35%     9/15/2015       25.17
FORD MOTOR CRED           7.5%     9/20/2010       53.02
FORD MOTOR CRED           7.5%     8/20/2032       17.83
FORD MOTOR CRED          7.55%     9/30/2015       25.43
FORD MOTOR CRED          7.72%     5/17/2010       63.20
FORD MOTOR CRED         7.875%     6/15/2010       74.00
FORD MOTOR CRED           7.9%     5/18/2015       37.50
FORD MOTOR CRED         8.625%     11/1/2010       70.00
FORD MOTOR CRED          9.75%     9/15/2010       77.00
FORD MOTOR CRED         9.875%     8/10/2011       64.06
FRANKLIN BANK               4%      5/1/2027        1.38
FREESCALE SEMICO        8.875%    12/15/2014       17.75
FREESCALE SEMICO       10.125%    12/15/2016       18.00
FRONTIER AIRLINE            5%    12/15/2025       15.00
G-I HOLDINGS               10%     2/15/2006        1.60
GENCORP INC              2.25%    11/15/2024       42.00
GENCORP INC                 4%     1/16/2024       62.00
GENERAL MOTORS           6.75%      5/1/2028       10.55
GENERAL MOTORS          7.125%     7/15/2013       12.60
GENERAL MOTORS            7.2%     1/15/2011       20.00
GENERAL MOTORS          7.375%     5/23/2048        9.98
GENERAL MOTORS            7.4%      9/1/2025       11.00
GENERAL MOTORS            7.7%     4/15/2016       11.48
GENERAL MOTORS            8.1%     6/15/2024       12.00
GENERAL MOTORS           8.25%     7/15/2023       13.00
GENERAL MOTORS          8.375%     7/15/2033       14.00
GENERAL MOTORS            8.8%      3/1/2021       12.30
GENERAL MOTORS            9.4%     7/15/2021       13.89
GENERAL MOTORS           9.45%     11/1/2011       15.00
GENWORTH FINL            5.65%     6/15/2012       49.10
GENWORTH FINL            6.15%    11/15/2066       13.00
GEORGIA GULF CRP        7.125%    12/15/2013       11.00
GEORGIA GULF CRP          9.5%    10/15/2014       20.00
GEORGIA GULF CRP        10.75%    10/15/2016        3.00
GGP LP                   3.98%     4/15/2027        7.47
GMAC LLC                 4.25%     3/15/2009       96.69
GMAC LLC                  4.7%     5/15/2009       88.26
GMAC LLC                 4.85%     5/15/2009       86.88
GMAC LLC                  4.9%    10/15/2009       68.00
GMAC LLC                  4.9%    10/15/2009       61.70
GMAC LLC                 4.95%    10/15/2009       62.50
GMAC LLC                    5%     8/15/2009       76.75
GMAC LLC                    5%     8/15/2009       76.75
GMAC LLC                    5%     9/15/2009       67.67
GMAC LLC                    5%     9/15/2009       74.25
GMAC LLC                    5%     9/15/2009       67.00
GMAC LLC                    5%    10/15/2009       63.00
GMAC LLC                 5.05%     7/15/2009       76.75
GMAC LLC                  5.1%     7/15/2009       78.04
GMAC LLC                  5.1%     8/15/2009       72.25
GMAC LLC                  5.1%     9/15/2009       73.00
GMAC LLC                  5.2%    11/15/2009       66.00
GMAC LLC                  5.2%    11/15/2009       59.31
GMAC LLC                 5.25%     5/15/2009       90.66
GMAC LLC                 5.25%     6/15/2009       83.48
GMAC LLC                 5.25%     7/15/2009       65.51
GMAC LLC                 5.25%     7/15/2009       50.00
GMAC LLC                 5.25%     8/15/2009       72.50
GMAC LLC                 5.25%     8/15/2009       61.94
GMAC LLC                 5.25%    11/15/2009       64.88
GMAC LLC                 5.25%    11/15/2009       66.03
GMAC LLC                 5.25%     1/15/2014       21.50
GMAC LLC                  5.3%     1/15/2010       55.00
GMAC LLC                 5.35%     6/15/2009       82.00
GMAC LLC                 5.35%    11/15/2009       63.50
GMAC LLC                 5.35%    12/15/2009       68.75
GMAC LLC                 5.35%    12/15/2009       68.00
GMAC LLC                 5.35%     1/15/2014       20.00
GMAC LLC                  5.4%     5/15/2009       86.00
GMAC LLC                  5.4%     6/15/2009       70.81
GMAC LLC                  5.4%    12/15/2009       61.00
GMAC LLC                  5.4%    12/15/2009       61.00
GMAC LLC                  5.5%     6/15/2009       82.00
GMAC LLC                  5.5%     1/15/2010       51.75
GMAC LLC                5.625%     5/15/2009       90.00
GMAC LLC                  5.7%    10/15/2013       20.75
GMAC LLC                  5.7%    12/15/2013       24.00
GMAC LLC                 5.75%     1/15/2010       56.28
GMAC LLC                 5.85%     2/15/2010       53.00
GMAC LLC                 5.85%     5/15/2013       25.00
GMAC LLC                 5.85%     6/15/2013       28.04
GMAC LLC                 5.85%     6/15/2013       26.27
GMAC LLC                  5.9%    12/15/2013       24.50
GMAC LLC                  5.9%    12/15/2013       24.00
GMAC LLC                    6%     1/15/2010       56.66
GMAC LLC                    6%     2/15/2010       55.80
GMAC LLC                    6%     2/15/2010       50.42
GMAC LLC                    6%      4/1/2011       45.00
GMAC LLC                    6%     7/15/2013       25.05
GMAC LLC                    6%    11/15/2013       18.55
GMAC LLC                    6%    12/15/2013       18.79
GMAC LLC                    6%     9/15/2019       18.97
GMAC LLC                    6%     9/15/2019       18.00
GMAC LLC                 6.05%     3/15/2010       50.00
GMAC LLC                 6.05%    10/15/2019       17.82
GMAC LLC                  6.1%     4/15/2009       89.88
GMAC LLC                  6.1%     5/15/2013       30.65
GMAC LLC                  6.1%    11/15/2013       37.39
GMAC LLC                6.125%    10/15/2019       21.00
GMAC LLC                 6.15%     3/15/2010       63.00
GMAC LLC                 6.15%     9/15/2013       20.24
GMAC LLC                 6.15%    11/15/2013       23.00
GMAC LLC                 6.15%    12/15/2013       27.05
GMAC LLC                 6.15%     8/15/2019       16.84
GMAC LLC                 6.15%    10/15/2019       16.83
GMAC LLC                 6.25%     5/15/2009       96.19
GMAC LLC                 6.25%     6/15/2009       92.63
GMAC LLC                 6.25%     3/15/2013       20.60
GMAC LLC                 6.25%     7/15/2013       23.38
GMAC LLC                 6.25%    10/15/2013       24.00
GMAC LLC                 6.25%    11/15/2013       18.61
GMAC LLC                  6.3%     3/15/2013       25.00
GMAC LLC                  6.3%    10/15/2013       18.00
GMAC LLC                  6.3%    11/15/2013       17.50
GMAC LLC                  6.3%     8/15/2019       20.50
GMAC LLC                  6.3%     8/15/2019       20.50
GMAC LLC                 6.35%     5/15/2013       25.07
GMAC LLC                 6.35%     4/15/2019       17.75
GMAC LLC                6.375%     6/15/2010       42.79
GMAC LLC                6.375%     1/15/2014       21.30
GMAC LLC                  6.4%     3/15/2013       33.00
GMAC LLC                  6.4%    12/15/2018       15.00
GMAC LLC                  6.4%    11/15/2019       18.83
GMAC LLC                  6.4%    11/15/2019       21.30
GMAC LLC                 6.45%     2/15/2013       25.00
GMAC LLC                  6.5%    10/15/2009       74.77
GMAC LLC                  6.5%     3/15/2010       50.92
GMAC LLC                  6.5%     5/15/2012       41.66
GMAC LLC                  6.5%     7/15/2012       23.00
GMAC LLC                  6.5%     2/15/2013       21.98
GMAC LLC                  6.5%     3/15/2013       21.50
GMAC LLC                  6.5%     4/15/2013       25.00
GMAC LLC                  6.5%     5/15/2013       20.75
GMAC LLC                  6.5%     6/15/2013       33.11
GMAC LLC                  6.5%     8/15/2013       18.89
GMAC LLC                  6.5%    11/15/2013       25.00
GMAC LLC                  6.5%     6/15/2018       18.80
GMAC LLC                  6.5%    12/15/2018       13.80
GMAC LLC                  6.5%    12/15/2018       17.48
GMAC LLC                  6.5%     1/15/2020       20.50
GMAC LLC                 6.55%    12/15/2019       19.50
GMAC LLC                 6.55%    12/15/2019       18.35
GMAC LLC                  6.6%     8/15/2016       20.50
GMAC LLC                  6.6%     6/15/2019       17.00
GMAC LLC                  6.6%     6/15/2019       17.79
GMAC LLC                6.625%    10/15/2011       29.71
GMAC LLC                 6.65%     2/15/2013       33.25
GMAC LLC                 6.65%     6/15/2018       20.50
GMAC LLC                 6.65%    10/15/2018       19.00
GMAC LLC                  6.7%     6/15/2009       76.84
GMAC LLC                  6.7%     7/15/2009       75.00
GMAC LLC                  6.7%     5/15/2014       18.50
GMAC LLC                  6.7%     5/15/2014       22.00
GMAC LLC                  6.7%     6/15/2014       20.00
GMAC LLC                  6.7%     8/15/2016       19.02
GMAC LLC                  6.7%     6/15/2018       18.32
GMAC LLC                  6.7%     6/15/2018       18.00
GMAC LLC                  6.7%    11/15/2018       20.00
GMAC LLC                  6.7%     6/15/2019       20.01
GMAC LLC                  6.7%    12/15/2019       20.50
GMAC LLC                 6.75%    11/15/2009       68.00
GMAC LLC                 6.75%     9/15/2011       30.85
GMAC LLC                 6.75%    10/15/2011       35.00
GMAC LLC                 6.75%    10/15/2011       27.78
GMAC LLC                 6.75%     7/15/2012       22.27
GMAC LLC                 6.75%     9/15/2012       25.09
GMAC LLC                 6.75%     9/15/2012       26.70
GMAC LLC                 6.75%    10/15/2012       23.72
GMAC LLC                 6.75%     4/15/2013       24.83
GMAC LLC                 6.75%     4/15/2013       28.58
GMAC LLC                 6.75%     6/15/2014       19.35
GMAC LLC                 6.75%     7/15/2016       16.00
GMAC LLC                 6.75%     8/15/2016       19.55
GMAC LLC                 6.75%     9/15/2016       21.90
GMAC LLC                 6.75%     6/15/2017       17.75
GMAC LLC                 6.75%     7/15/2018       21.58
GMAC LLC                 6.75%    10/15/2018       18.00
GMAC LLC                 6.75%     6/15/2019       17.00
GMAC LLC                  6.8%     7/15/2009       65.00
GMAC LLC                  6.8%    11/15/2009       68.02
GMAC LLC                  6.8%    12/15/2009       60.00
GMAC LLC                  6.8%     2/15/2013       25.00
GMAC LLC                  6.8%     4/15/2013       20.00
GMAC LLC                  6.8%     9/15/2018       16.00
GMAC LLC                  6.8%    10/15/2018       20.50
GMAC LLC                 6.85%     7/15/2009       63.21
GMAC LLC                 6.85%    10/15/2009       64.87
GMAC LLC                6.875%    10/15/2012       23.42
GMAC LLC                6.875%     4/15/2013       22.00
GMAC LLC                6.875%     8/15/2016       21.00
GMAC LLC                  6.9%     6/15/2009       68.64
GMAC LLC                  6.9%    12/15/2009       74.50
GMAC LLC                  6.9%     7/15/2018       19.50
GMAC LLC                  6.9%     8/15/2018       21.00
GMAC LLC                 6.95%     8/15/2009       57.84
GMAC LLC                 6.95%     6/15/2017       17.82
GMAC LLC                    7%     7/15/2009       64.23
GMAC LLC                    7%     8/15/2009       76.40
GMAC LLC                    7%     9/15/2009       64.00
GMAC LLC                    7%     9/15/2009       74.00
GMAC LLC                    7%    10/15/2009       59.58
GMAC LLC                    7%    10/15/2009       58.73
GMAC LLC                    7%    11/15/2009       59.00
GMAC LLC                    7%    11/15/2009       72.00
GMAC LLC                    7%    12/15/2009       61.00
GMAC LLC                    7%    12/15/2009       58.28
GMAC LLC                    7%     1/15/2010       51.55
GMAC LLC                    7%     3/15/2010       54.00
GMAC LLC                    7%    10/15/2011       33.00
GMAC LLC                    7%     9/15/2012       28.57
GMAC LLC                    7%    10/15/2012       23.81
GMAC LLC                    7%    11/15/2012       26.00
GMAC LLC                    7%    12/15/2012       23.50
GMAC LLC                    7%     1/15/2013       23.27
GMAC LLC                    7%     6/15/2017       20.00
GMAC LLC                    7%     7/15/2017       20.00
GMAC LLC                    7%     2/15/2018       16.64
GMAC LLC                    7%     2/15/2018       16.00
GMAC LLC                    7%     2/15/2018       19.83
GMAC LLC                    7%     3/15/2018       21.65
GMAC LLC                    7%     8/15/2018       17.14
GMAC LLC                    7%     9/15/2018       20.00
GMAC LLC                    7%     9/15/2021       18.00
GMAC LLC                    7%     6/15/2022       17.75
GMAC LLC                    7%    11/15/2023       20.50
GMAC LLC                 7.05%    10/15/2009       59.50
GMAC LLC                 7.05%     3/15/2018       16.00
GMAC LLC                 7.05%     3/15/2018       16.72
GMAC LLC                 7.05%     4/15/2018       16.59
GMAC LLC                  7.1%     9/15/2012       27.54
GMAC LLC                  7.1%     1/15/2013       26.16
GMAC LLC                  7.1%     1/15/2013       23.00
GMAC LLC                7.125%     8/15/2009       74.58
GMAC LLC                7.125%     8/15/2012       26.00
GMAC LLC                7.125%    12/15/2012       25.35
GMAC LLC                7.125%    10/15/2017       20.01
GMAC LLC                 7.15%     8/15/2009       69.00
GMAC LLC                 7.15%     8/15/2010       60.00
GMAC LLC                 7.15%    11/15/2012       22.50
GMAC LLC                 7.15%     9/15/2018       15.50
GMAC LLC                  7.2%     8/15/2009       73.64
GMAC LLC                  7.2%    10/15/2017       18.03
GMAC LLC                 7.25%    11/15/2009       63.00
GMAC LLC                 7.25%     1/15/2010       57.61
GMAC LLC                 7.25%     8/15/2012       26.25
GMAC LLC                 7.25%    12/15/2012       23.57
GMAC LLC                 7.25%    12/15/2012       25.00
GMAC LLC                 7.25%     9/15/2017       20.35
GMAC LLC                 7.25%     9/15/2017       21.25
GMAC LLC                 7.25%     9/15/2017       18.82
GMAC LLC                 7.25%     1/15/2018       17.29
GMAC LLC                 7.25%     4/15/2018       16.44
GMAC LLC                 7.25%     8/15/2018       19.00
GMAC LLC                 7.25%     8/15/2018       19.60
GMAC LLC                 7.25%     9/15/2018       19.66
GMAC LLC                 7.25%     2/15/2025       20.00
GMAC LLC                  7.3%    12/15/2017       20.50
GMAC LLC                  7.3%     1/15/2018       22.00
GMAC LLC                 7.35%     4/15/2018       22.61
GMAC LLC                7.375%    11/15/2016       21.18
GMAC LLC                7.375%     4/15/2018       20.00
GMAC LLC                  7.4%    12/15/2017       18.09
GMAC LLC                  7.5%    10/15/2012       28.40
GMAC LLC                  7.5%    11/15/2016       21.55
GMAC LLC                  7.5%    11/15/2017       19.00
GMAC LLC                  7.5%    11/15/2017       22.51
GMAC LLC                  7.5%    12/15/2017       21.00
GMAC LLC                 7.55%     8/15/2010       53.00
GMAC LLC                7.625%    11/15/2012       25.09
GMAC LLC                  7.7%     8/15/2010       66.00
GMAC LLC                 7.75%    10/15/2012       26.50
GMAC LLC                 7.75%    10/15/2017       17.99
GMAC LLC                 7.85%     8/15/2010       45.50
GMAC LLC                7.875%    11/15/2012       27.00
GMAC LLC                    8%     6/15/2010       43.78
GMAC LLC                    8%     6/15/2010       41.00
GMAC LLC                    8%     6/15/2010       52.00
GMAC LLC                    8%     7/15/2010       25.00
GMAC LLC                    8%     7/15/2010       67.79
GMAC LLC                    8%     9/15/2010       53.00
GMAC LLC                    8%    10/15/2017       18.65
GMAC LLC                    8%    11/15/2017       24.17
GMAC LLC                    8%     3/15/2025       19.55
GMAC LLC                 8.05%     4/15/2010       53.00
GMAC LLC                8.125%     9/15/2009       86.63
GMAC LLC                8.125%    11/15/2017       17.27
GMAC LLC                  8.2%     7/15/2010       44.84
GMAC LLC                  8.4%     4/15/2010       48.76
GMAC LLC                  8.5%     5/15/2010       73.88
GMAC LLC                  8.5%     5/15/2010       54.14
GMAC LLC                  8.5%    10/15/2010       64.02
GMAC LLC                  8.5%    10/15/2010       48.50
GMAC LLC                  8.5%     8/15/2015       28.00
GMAC LLC                 8.65%     8/15/2015       24.90
GRAHAM PACKAGING          8.5%    10/15/2012       43.13
GREAT ATLA & PAC        5.125%     6/15/2011       50.00
GREAT LAKES CHEM            7%     7/15/2009       55.00
HAIGHTS CROSS OP        11.75%     8/15/2011       38.63
HANNA (MA) CO            6.52%     2/23/2010       51.25
HARRAHS OPER CO         5.375%    12/15/2013       10.96
HARRAHS OPER CO           5.5%      7/1/2010       32.81
HARRAHS OPER CO         5.625%      6/1/2015       11.69
HARRAHS OPER CO          5.75%     10/1/2017       11.25
HARRAHS OPER CO           6.5%      6/1/2016       11.63
HARRAHS OPER CO             8%      2/1/2011       23.83
HARRAHS OPER CO            10%    12/15/2015       29.08
HARRAHS OPER CO         10.75%      2/1/2016       17.75
HARRAHS OPER CO         10.75%      2/1/2016       15.38
HARRAHS OPER CO         10.75%      2/1/2018       10.00
HARRY & DAVID OP            9%      3/1/2013       15.00
HAWAIIAN TELCOM          9.75%      5/1/2013        4.88
HAWKER BEECHCRAF          8.5%      4/1/2015       20.50
HAWKER BEECHCRAF         9.75%      4/1/2017       15.00
HEADWATERS INC            2.5%      2/1/2014       23.00
HEADWATERS INC          2.875%      6/1/2016       10.00
HERTZ CORP               6.35%     6/15/2010       70.00
HERTZ CORP                7.4%      3/1/2011       40.00
HERTZ CORP                  9%     11/1/2009       85.00
HERTZ CORP               10.5%      1/1/2016       34.00
HEXION US/NOVA           9.75%    11/15/2014       15.00
HILTON HOTELS             7.5%    12/15/2017       12.92
HILTON HOTELS            8.25%     2/15/2011       20.00
HINES NURSERIES         10.25%     10/1/2011       14.50
HOECHST C-TENDER        7.125%     3/15/2009       99.00
HOUSEHOLD FIN CO         4.75%     5/15/2009       99.50
HUMAN GENOME             2.25%    10/15/2011       39.25
HUTCHINSON TECH          3.25%     1/15/2026       23.00
IDEARC INC                  8%    11/15/2016        2.20
INCYTE CORP               3.5%     2/15/2011       48.00
INCYTE CORP LTD           3.5%     2/15/2011       51.06
INN OF THE MOUNT           12%    11/15/2010       10.63
INTCOMEX INC            11.75%     1/15/2011       33.00
INTL LEASE FIN          4.375%     11/1/2009       83.25
INTL LEASE FIN           4.75%      7/1/2009       84.00
INTL LEASE FIN          4.875%      9/1/2010       62.50
INTL LEASE FIN              5%     4/15/2010       74.00
INTL LEASE FIN          5.875%      5/1/2013       53.00
ISTAR FINANCIAL         5.125%      4/1/2011       41.25
ISTAR FINANCIAL          5.15%      3/1/2012       31.29
ISTAR FINANCIAL         5.375%     4/15/2010       59.00
ISTAR FINANCIAL           5.5%     6/15/2012       31.50
ISTAR FINANCIAL          5.65%     9/15/2011       37.25
ISTAR FINANCIAL           5.7%      3/1/2014       27.00
ISTAR FINANCIAL           5.8%     3/15/2011       40.25
ISTAR FINANCIAL          5.95%    10/15/2013       30.90
ISTAR FINANCIAL             6%    12/15/2010       53.00
ISTAR FINANCIAL           6.5%    12/15/2013       27.00
ISTAR FINANCIAL         8.625%      6/1/2013       29.25
JAZZ TECHNOLOGIE            8%    12/31/2011       22.25
JEFFERSON SMURFI          7.5%      6/1/2013        5.25
JEFFERSON SMURFI         8.25%     10/1/2012        8.19
K HOVNANIAN ENTR         6.25%     1/15/2015       24.00
K HOVNANIAN ENTR        6.375%    12/15/2014       26.50
K HOVNANIAN ENTR          6.5%     1/15/2014       21.75
K HOVNANIAN ENTR          7.5%     5/15/2016       24.00
K HOVNANIAN ENTR         7.75%     5/15/2013       25.52
K HOVNANIAN ENTR            8%      4/1/2012       38.00
K HOVNANIAN ENTR        8.625%     1/15/2017       25.03
K HOVNANIAN ENTR        8.875%      4/1/2012       30.15
KAISER ALUMINUM         12.75%      2/1/2003        4.00
KELLWOOD CO             7.625%    10/15/2017        5.00
KEMET CORP               2.25%    11/15/2026       14.50
KEYSTONE AUTO OP         9.75%     11/1/2013       20.75
KIMBALL HILL INC         10.5%    12/15/2012        0.00
KKR FINANCIAL               7%     7/15/2012       23.50
KNIGHT RIDDER           4.625%     11/1/2014       12.00
KNIGHT RIDDER            5.75%      9/1/2017       12.00
KNIGHT RIDDER           6.875%     3/15/2029        7.00
KNIGHT RIDDER           7.125%      6/1/2011       13.00
KNIGHT RIDDER            7.15%     11/1/2027       14.25
KNIGHT RIDDER           9.875%     4/15/2009       90.00
KRATON POLYMERS         8.125%     1/15/2014       35.03
LANDAMERICA             3.125%    11/15/2033       10.00
LANDAMERICA              3.25%     5/15/2034       14.50
LANDRY'S RESTAUR          9.5%    12/15/2014       97.18
LAZYDAYS RV             11.75%     5/15/2012        4.90
LAZYDAYS RV             11.75%     5/15/2012       31.88
LEAR CORP                5.75%      8/1/2014       22.59
LEAR CORP                 8.5%     12/1/2013       16.00
LEAR CORP                8.75%     12/1/2016       16.50
LECROY CORP                 4%    10/15/2026       38.75
LEHMAN BROS HLDG          1.5%     3/23/2012        9.50
LEHMAN BROS HLDG         3.95%    11/10/2009       12.50
LEHMAN BROS HLDG            4%     4/16/2019        5.75
LEHMAN BROS HLDG         4.25%     1/27/2010       14.00
LEHMAN BROS HLDG        4.375%    11/30/2010       10.00
LEHMAN BROS HLDG          4.5%     7/26/2010       13.00
LEHMAN BROS HLDG          4.5%      8/3/2011        5.00
LEHMAN BROS HLDG          4.7%      3/6/2013        8.80
LEHMAN BROS HLDG          4.8%     2/27/2013        5.50
LEHMAN BROS HLDG          4.8%     3/13/2014       14.00
LEHMAN BROS HLDG          4.8%     6/24/2023        7.50
LEHMAN BROS HLDG            5%     1/14/2011       12.50
LEHMAN BROS HLDG            5%     1/22/2013        5.06
LEHMAN BROS HLDG            5%     2/11/2013        7.12
LEHMAN BROS HLDG            5%     3/27/2013        5.25
LEHMAN BROS HLDG            5%     6/26/2015        4.25
LEHMAN BROS HLDG            5%      8/5/2015        7.13
LEHMAN BROS HLDG            5%    12/18/2015        4.10
LEHMAN BROS HLDG            5%     5/28/2023        7.51
LEHMAN BROS HLDG            5%     5/30/2023        7.13
LEHMAN BROS HLDG            5%     6/10/2023        7.00
LEHMAN BROS HLDG            5%     6/17/2023        6.50
LEHMAN BROS HLDG          5.1%     1/28/2013        8.00
LEHMAN BROS HLDG          5.1%     2/15/2020        7.75
LEHMAN BROS HLDG         5.15%      2/4/2015       10.15
LEHMAN BROS HLDG          5.2%     5/13/2020        4.67
LEHMAN BROS HLDG         5.25%      2/6/2012       13.50
LEHMAN BROS HLDG         5.25%     2/11/2015        4.00
LEHMAN BROS HLDG         5.25%      3/8/2020        7.00
LEHMAN BROS HLDG         5.25%     5/20/2023        5.50
LEHMAN BROS HLDG         5.35%     2/25/2018        7.00
LEHMAN BROS HLDG         5.35%     3/13/2020        5.25
LEHMAN BROS HLDG         5.35%     6/14/2030        7.25
LEHMAN BROS HLDG        5.375%      5/6/2023        4.02
LEHMAN BROS HLDG          5.4%      3/6/2020        5.00
LEHMAN BROS HLDG          5.4%     3/20/2020        8.56
LEHMAN BROS HLDG          5.4%     3/30/2029        7.50
LEHMAN BROS HLDG          5.4%     6/21/2030        5.00
LEHMAN BROS HLDG         5.45%     3/15/2025        7.25
LEHMAN BROS HLDG         5.45%      4/6/2029        7.00
LEHMAN BROS HLDG         5.45%     2/22/2030        9.00
LEHMAN BROS HLDG         5.45%     7/19/2030        7.13
LEHMAN BROS HLDG         5.45%     9/20/2030        7.13
LEHMAN BROS HLDG          5.5%      4/4/2016       12.00
LEHMAN BROS HLDG          5.5%      2/4/2018        2.72
LEHMAN BROS HLDG          5.5%     2/19/2018        8.25
LEHMAN BROS HLDG          5.5%     11/4/2018        7.06
LEHMAN BROS HLDG          5.5%     2/27/2020        7.50
LEHMAN BROS HLDG          5.5%     8/19/2020        7.50
LEHMAN BROS HLDG          5.5%     3/14/2023        4.00
LEHMAN BROS HLDG          5.5%      4/8/2023        7.25
LEHMAN BROS HLDG          5.5%     4/15/2023        3.70
LEHMAN BROS HLDG          5.5%     4/23/2023        5.00
LEHMAN BROS HLDG          5.5%      8/5/2023        7.00
LEHMAN BROS HLDG          5.5%     10/7/2023        3.90
LEHMAN BROS HLDG          5.5%     1/27/2029        4.00
LEHMAN BROS HLDG          5.5%      2/3/2029        7.13
LEHMAN BROS HLDG          5.5%      8/2/2030        7.90
LEHMAN BROS HLDG         5.55%     2/11/2018        8.10
LEHMAN BROS HLDG         5.55%      3/9/2029        4.15
LEHMAN BROS HLDG         5.55%     1/25/2030        7.13
LEHMAN BROS HLDG         5.55%     9/27/2030        8.00
LEHMAN BROS HLDG         5.55%    12/31/2034        7.51
LEHMAN BROS HLDG          5.6%     1/22/2018        6.00
LEHMAN BROS HLDG          5.6%     2/17/2029        4.88
LEHMAN BROS HLDG          5.6%     2/24/2029        7.13
LEHMAN BROS HLDG          5.6%      3/2/2029        3.70
LEHMAN BROS HLDG          5.6%     2/25/2030        7.13
LEHMAN BROS HLDG          5.6%      5/3/2030        9.20
LEHMAN BROS HLDG        5.625%     1/24/2013       14.00
LEHMAN BROS HLDG        5.625%     3/15/2030        1.65
LEHMAN BROS HLDG         5.65%    11/23/2029        7.13
LEHMAN BROS HLDG         5.65%     8/16/2030        6.50
LEHMAN BROS HLDG         5.65%    12/31/2034        7.13
LEHMAN BROS HLDG          5.7%     1/28/2018        7.41
LEHMAN BROS HLDG          5.7%     2/10/2029        5.47
LEHMAN BROS HLDG          5.7%     4/13/2029        6.50
LEHMAN BROS HLDG          5.7%      9/7/2029        7.13
LEHMAN BROS HLDG          5.7%    12/14/2029        7.25
LEHMAN BROS HLDG         5.75%     4/25/2011       12.50
LEHMAN BROS HLDG         5.75%     7/18/2011       14.50
LEHMAN BROS HLDG         5.75%     5/17/2013       12.50
LEHMAN BROS HLDG         5.75%     3/27/2023        9.05
LEHMAN BROS HLDG         5.75%     9/16/2023       11.39
LEHMAN BROS HLDG         5.75%    10/15/2023        7.46
LEHMAN BROS HLDG         5.75%    10/21/2023        8.00
LEHMAN BROS HLDG         5.75%    11/12/2023        4.50
LEHMAN BROS HLDG         5.75%    11/25/2023        9.00
LEHMAN BROS HLDG         5.75%    12/16/2028        6.50
LEHMAN BROS HLDG         5.75%    12/23/2028        7.56
LEHMAN BROS HLDG         5.75%     8/24/2029        7.13
LEHMAN BROS HLDG         5.75%     9/14/2029        8.19
LEHMAN BROS HLDG         5.75%    10/12/2029        1.83
LEHMAN BROS HLDG         5.75%     3/29/2030        8.10
LEHMAN BROS HLDG          5.8%      9/3/2020        4.33
LEHMAN BROS HLDG          5.8%    10/25/2030        7.81
LEHMAN BROS HLDG         5.85%     11/8/2030        3.96
LEHMAN BROS HLDG        5.875%    11/15/2017       12.00
LEHMAN BROS HLDG          5.9%      5/4/2029        7.00
LEHMAN BROS HLDG          5.9%      2/7/2031        2.38
LEHMAN BROS HLDG         5.95%    12/20/2030        5.00
LEHMAN BROS HLDG            6%     7/19/2012       12.50
LEHMAN BROS HLDG            6%     1/22/2020        7.16
LEHMAN BROS HLDG            6%     2/12/2020        7.20
LEHMAN BROS HLDG            6%     1/29/2021        7.20
LEHMAN BROS HLDG            6%    10/23/2028        8.00
LEHMAN BROS HLDG            6%    11/18/2028        9.00
LEHMAN BROS HLDG            6%     5/11/2029        7.13
LEHMAN BROS HLDG            6%     7/20/2029        7.13
LEHMAN BROS HLDG            6%     4/30/2034        6.50
LEHMAN BROS HLDG            6%     7/30/2034        7.13
LEHMAN BROS HLDG            6%     2/21/2036        6.50
LEHMAN BROS HLDG            6%     2/24/2036        7.13
LEHMAN BROS HLDG            6%     2/12/2037        7.13
LEHMAN BROS HLDG         6.05%     6/29/2029        1.12
LEHMAN BROS HLDG          6.1%     8/12/2023        9.00
LEHMAN BROS HLDG         6.15%     4/11/2031        7.25
LEHMAN BROS HLDG          6.2%     9/26/2014       14.50
LEHMAN BROS HLDG          6.2%     6/15/2027        3.77
LEHMAN BROS HLDG          6.2%     5/25/2029        1.89
LEHMAN BROS HLDG         6.25%      2/5/2021        7.00
LEHMAN BROS HLDG         6.25%     2/22/2023        7.00
LEHMAN BROS HLDG          6.3%     3/27/2037        8.25
LEHMAN BROS HLDG          6.4%    10/11/2022        6.50
LEHMAN BROS HLDG          6.5%     2/28/2023        7.51
LEHMAN BROS HLDG          6.5%      3/6/2023        7.20
LEHMAN BROS HLDG          6.5%    10/18/2027        5.98
LEHMAN BROS HLDG          6.5%    10/25/2027        9.00
LEHMAN BROS HLDG          6.5%     1/17/2033        8.04
LEHMAN BROS HLDG          6.5%    12/22/2036        7.50
LEHMAN BROS HLDG          6.5%     2/13/2037        7.00
LEHMAN BROS HLDG          6.5%     6/21/2037        7.25
LEHMAN BROS HLDG          6.5%     7/13/2037        7.38
LEHMAN BROS HLDG          6.6%     10/3/2022        8.01
LEHMAN BROS HLDG        6.625%     1/18/2012       13.00
LEHMAN BROS HLDG        6.625%     7/27/2027       12.50
LEHMAN BROS HLDG         6.75%      7/1/2022        2.50
LEHMAN BROS HLDG         6.75%    11/22/2027        9.00
LEHMAN BROS HLDG         6.75%     3/11/2033        8.71
LEHMAN BROS HLDG         6.75%    10/26/2037        3.68
LEHMAN BROS HLDG          6.8%      9/7/2032        6.38
LEHMAN BROS HLDG         6.85%     8/16/2032        8.25
LEHMAN BROS HLDG         6.85%     8/23/2032        7.25
LEHMAN BROS HLDG        6.875%      5/2/2018       14.25
LEHMAN BROS HLDG        6.875%     7/17/2037        0.01
LEHMAN BROS HLDG          6.9%      9/1/2032        5.00
LEHMAN BROS HLDG            7%     5/12/2023        7.50
LEHMAN BROS HLDG            7%     9/27/2027       12.00
LEHMAN BROS HLDG            7%     10/4/2032        7.00
LEHMAN BROS HLDG            7%     7/27/2037        9.10
LEHMAN BROS HLDG            7%     9/28/2037       11.00
LEHMAN BROS HLDG            7%    11/16/2037        6.60
LEHMAN BROS HLDG            7%    12/28/2037        8.09
LEHMAN BROS HLDG            7%     1/31/2038        7.00
LEHMAN BROS HLDG            7%      2/1/2038        7.75
LEHMAN BROS HLDG            7%      2/7/2038       10.13
LEHMAN BROS HLDG            7%      2/8/2038        4.00
LEHMAN BROS HLDG            7%     4/22/2038        7.00
LEHMAN BROS HLDG         7.05%     2/27/2038        9.00
LEHMAN BROS HLDG          7.1%     3/25/2038        4.00
LEHMAN BROS HLDG         7.25%     2/27/2038        8.25
LEHMAN BROS HLDG         7.25%     4/29/2038        4.00
LEHMAN BROS HLDG         7.35%      5/6/2038        8.00
LEHMAN BROS HLDG         7.73%    10/15/2023        9.10
LEHMAN BROS HLDG        7.875%     11/1/2009       12.50
LEHMAN BROS HLDG        7.875%     8/15/2010       13.00
LEHMAN BROS HLDG         8.05%     1/15/2019        8.06
LEHMAN BROS HLDG          8.5%      8/1/2015        5.65
LEHMAN BROS HLDG          8.5%     6/15/2022        8.09
LEHMAN BROS HLDG         8.75%      2/6/2023        4.00
LEHMAN BROS HLDG          8.8%      3/1/2015       13.00
LEHMAN BROS HLDG         8.92%     2/16/2017       10.00
LEHMAN BROS HLDG          9.5%    12/28/2022        8.00
LEHMAN BROS HLDG          9.5%     1/30/2023        6.00
LEHMAN BROS HLDG          9.5%     2/27/2023        4.00
LEHMAN BROS HLDG           10%     3/13/2023        7.88
LEHMAN BROS HLDG       10.375%     5/24/2024        6.16
LEHMAN BROS HLDG           11%    10/25/2017        5.00
LEHMAN BROS HLDG           11%     6/22/2022        7.55
LEHMAN BROS HLDG         11.5%     9/26/2022        6.60
LEHMAN BROS HLDG        12.12%     9/11/2009        8.63
LEHMAN BROS HLDG           18%     7/14/2023        7.13
LEVEL 3 COMM INC         5.25%    12/15/2011       50.03
LEVEL 3 COMM INC           10%      5/1/2011       66.50
LEVEL 3 COMM INC         11.5%      3/1/2010       50.00
LIFECARE HOLDING         9.25%     8/15/2013       42.00
LITHIA MOTORS           2.875%      5/1/2014       89.50
LOCAL INSIGHT              11%     12/1/2017       21.88
LOEHMANNS CAP              12%     10/1/2011       45.38
LOEHMANNS CAP              13%     10/1/2011       46.38
M/I HOMES INC           6.875%      4/1/2012       50.00
MAGMA DESIGN                2%     5/15/2010       62.50
MAGNA ENTERTAINM         8.55%     6/15/2010       20.50
MAJESTIC STAR             9.5%    10/15/2010       25.06
MAJESTIC STAR            9.75%     1/15/2011        3.00
MANDALAY RESORT         6.375%    12/15/2011       39.50
MANDALAY RESORT           6.5%     7/31/2009       66.63
MANDALAY RESORTS        9.375%     2/15/2010       27.00
MASHANTUCKET PEQ          8.5%    11/15/2015       21.88
MASONITE CORP              11%      4/6/2015        2.75
MERCER INTL INC          9.25%     2/15/2013       35.00
MERISANT CO               9.5%     7/15/2013        3.00
MERIX CORP                  4%     5/15/2013       24.50
MERRILL LYNCH              12%     3/26/2010       21.07
METALDYNE CORP             11%     6/15/2012       11.29
MGM MIRAGE                  6%     10/1/2009       57.50
MGM MIRAGE               6.75%      9/1/2012       42.50
MGM MIRAGE               6.75%      4/1/2013       38.50
MGM MIRAGE               6.75%      4/1/2013       25.25
MGM MIRAGE              8.375%      2/1/2011       19.00
MGM MIRAGE                8.5%     9/15/2010       46.36
MICHAELS STORES        11.375%     11/1/2016       30.00
MILLENNIUM AMER         7.625%    11/15/2026        4.00
MOHEGAN TRIBAL          6.375%     7/15/2009       74.75
MOHEGAN TRIBAL          6.875%     2/15/2015       24.50
MOHEGAN TRIBAL          7.125%     8/15/2014       21.00
MOHEGAN TRIBAL              8%      4/1/2012       25.00
MOHEGAN TRIBAL          8.375%      7/1/2011       32.13
MOMENTIVE PERFOR         9.75%     12/1/2014       34.00
MOMENTIVE PERFOR         11.5%     12/1/2016       17.00
MORRIS PUBLISH              7%      8/1/2013        6.00
MRS FIELDS                 10%    10/24/2014       25.00
MTR GAMING GROUP            9%      6/1/2012       50.25
MTR GAMING GROUP         9.75%      4/1/2010       71.38
NATL FINANCIAL           0.75%      2/1/2012       34.44
NCI BLDG SYSTEMS        2.125%    11/15/2024       66.50
NCO GROUP INC          11.875%    11/15/2014       10.00
NEENAH FOUNDRY            9.5%      1/1/2017       26.00
NEFF CORP                  10%      6/1/2015       20.13
NETWORK COMMUNIC        10.75%     12/1/2013       15.00
NEW PLAN EXCEL            7.5%     7/30/2029       15.00
NEW PLAN REALTY           6.9%     2/15/2028       10.33
NEW PLAN REALTY           6.9%     2/15/2028        9.00
NEW PLAN REALTY          7.65%     11/2/2026       16.00
NEW PLAN REALTY          7.97%     8/14/2026       17.00
NEWARK GROUP INC         9.75%     3/15/2014       15.00
NEWPAGE CORP               10%      5/1/2012       25.00
NEWPAGE CORP               12%      5/1/2013       13.06
NORTEK INC                8.5%      9/1/2014       14.00
NORTEK INC                 10%     12/1/2013       35.00
NORTH ATL TRADNG         9.25%      3/1/2012       19.50
NORTHERN TEL CAP        7.875%     6/15/2026       10.00
NTK HOLDINGS INC            0%      3/1/2014        7.00
NUVEEN INVEST               5%     9/15/2010       51.75
NUVEEN INVEST             5.5%     9/15/2015       11.70
NUVEEN INVESTM           10.5%    11/15/2015       21.63
OLD EVANGELINE             13%      3/1/2010       76.25
OSCIENT PHARM             3.5%     4/15/2011       12.75
OSI RESTAURANT             10%     6/15/2015       24.75
OUTBOARD MARINE         9.125%     4/15/2017        3.00
PALM HARBOR              3.25%     5/15/2024       25.00
PARK PLACE ENT            7.5%      9/1/2009       60.25
PARK PLACE ENT          7.875%     3/15/2010       34.00
PARK PLACE ENT          8.125%     5/15/2011       25.25
PEGASUS SOLUTION         10.5%     4/15/2015       24.63
PHH CORP                7.125%      3/1/2013       37.31
PILGRIMS PRIDE           9.25%    11/15/2013       20.25
PINNACLE AIRLINE         3.25%     2/15/2025       74.50
PLIANT CORP            11.625%     6/15/2009       40.25
PLY GEM INDS                9%     2/15/2012       17.50
PLY GEM INDS            11.75%     6/15/2013       41.50
POLYONE CORP            8.875%      5/1/2012       40.00
POPE & TALBOT           8.375%      6/1/2013        0.60
POWERWAVE TECH          1.875%    11/15/2024       21.00
POWERWAVE TECH          3.875%     10/1/2027       17.00
PREGIS CORP            12.375%    10/15/2013       39.38
PRIMUS TELECOM           3.75%     9/15/2010        3.88
PRIMUS TELECOM              8%     1/15/2014        6.50
PRIMUS TELECOMM         14.25%     5/20/2011       34.25
QUALITY DISTRIBU            9%    11/15/2010       39.00
QUANTUM CORP            4.375%      8/1/2010       45.00
RADIAN GROUP             7.75%      6/1/2011       45.00
RADIO ONE INC           6.375%     2/15/2013       18.00
RADIO ONE INC           8.875%      7/1/2011       32.00
RAFAELLA APPAREL        11.25%     6/15/2011       14.00
RATHGIBSON INC          11.25%     2/15/2014       18.88
READER'S DIGEST             9%     2/15/2017       10.13
REAL MEX RESTAUR           10%      4/1/2010       75.25
REALOGY CORP             10.5%     4/15/2014       20.00
REALOGY CORP           12.375%     4/15/2015       11.75
RENTECH INC                 4%     4/15/2013       19.50
RESIDENTIAL CAP             8%     2/22/2011       33.00
RESIDENTIAL CAP           8.5%      6/1/2012       18.75
RESIDENTIAL CAP           8.5%     4/17/2013       14.10
RESIDENTIAL CAP         8.875%     6/30/2015       45.00
RESIDENTIAL CAP         8.375%     6/30/2010       39.97
RESIDENTIAL CAP           8.5%     5/15/2010       69.25
RESTAURANT CO              10%     10/1/2013       40.38
RH DONNELLEY            6.875%     1/15/2013        7.06
RH DONNELLEY            6.875%     1/15/2013        4.47
RH DONNELLEY            6.875%     1/15/2013        4.56
RH DONNELLEY            8.875%     1/15/2016        6.75
RH DONNELLEY            8.875%    10/15/2017        6.56
RH DONNELLEY INC        11.75%     5/15/2015       13.88
RITE AID CORP           6.875%     8/15/2013       14.00
RITE AID CORP           6.875%    12/15/2028       13.50
RITE AID CORP             7.7%     2/15/2027       15.05
RITE AID CORP           8.125%      5/1/2010       20.08
RITE AID CORP             8.5%     5/15/2015       31.50
RITE AID CORP           8.625%      3/1/2015       22.75
RITE AID CORP            9.25%      6/1/2013        9.75
RITE AID CORP           9.375%    12/15/2015       21.27
RITE AID CORP             9.5%     6/15/2017       20.63
RIVER ROCK ENT           9.75%     11/1/2011       48.00
RJ TOWER CORP              12%      6/1/2013        1.00
ROUSE CO LP/TRC          6.75%      5/1/2013       28.75
ROUSE COMPANY           5.375%    11/26/2013       27.00
ROUSE COMPANY             7.2%     9/15/2012       28.13
SABRE HOLDINGS           7.35%      8/1/2011       42.13
SALEM COMM HLDG          7.75%    12/15/2010       48.38
SANMINA-SCI CORP         6.75%      3/1/2013       40.00
SBARRO INC             10.375%      2/1/2015       28.75
SEQUA CORP              11.75%     12/1/2015       14.00
SERVICEMASTER CO          7.1%      3/1/2018       19.80
SIMMONS CO              7.875%     1/15/2014       14.00
SINCLAIR BROAD              3%     5/15/2027       59.00
SINCLAIR BROAD              6%     9/15/2012       31.70
SIRIUS SATELLITE         3.25%    10/15/2011       40.68
SIRIUS SATELLITE        9.625%      8/1/2013       45.00
SIX FLAGS INC             4.5%     5/15/2015       15.25
SIX FLAGS INC           8.875%      2/1/2010       26.86
SIX FLAGS INC           9.625%      6/1/2014       14.00
SIX FLAGS INC            9.75%     4/15/2013       13.00
SMURFIT-STONE               8%     3/15/2017        7.81
SNOQUALMIE              9.125%      2/1/2015       27.63
SONIC AUTOMOTIVE        8.625%     8/15/2013       25.00
SPACEHAB INC              5.5%    10/15/2010       51.10
SPECTRUM BRANDS         7.375%      2/1/2015       21.50
SPECTRUM BRANDS          12.5%     10/2/2013       21.00
SPHERIS INC                11%    12/15/2012       31.50
STALLION OILFIEL         9.75%      2/1/2015        7.63
STANDARD MTR             6.75%     7/15/2009       76.00
STANDRD PAC CORP        5.125%      4/1/2009       99.50
STANLEY-MARTIN           9.75%     8/15/2015       29.75
STATION CASINOS             6%      4/1/2012       26.00
STATION CASINOS           6.5%      2/1/2014        2.20
STATION CASINOS         6.625%     3/15/2018        5.25
STATION CASINOS         6.875%      3/1/2016        2.00
STONE CONTAINER         8.375%      7/1/2012        7.75
STRATEGIC HOTEL           3.5%      4/1/2012       35.00
SWIFT TRANS CO           12.5%     5/15/2017       11.63
TEKNI-PLEX INC          12.75%     6/15/2010       73.50
TENNECO AUTOMOT         8.625%    11/15/2014       13.50
TENNECO INC             8.125%    11/15/2015       17.00
TERPHANE HLDING          12.5%     6/15/2009       85.63
TERPHANE HLDING          12.5%     6/15/2009       85.63
TETON ENERGY COR        10.75%     6/18/2013       36.05
THORNBURG MTG               8%     5/15/2013       18.00
TIMES MIRROR CO          6.61%     9/15/2027        2.50
TIMES MIRROR CO          7.25%      3/1/2013        3.25
TIMES MIRROR CO          7.25%    11/15/2096        4.25
TIMES MIRROR CO           7.5%      7/1/2023        0.70
TOUSA INC                 7.5%     3/15/2011        1.00
TOUSA INC                   9%      7/1/2010        2.00
TOYS R US               7.625%      8/1/2011       33.55
TOYS R US               7.875%     4/15/2013       33.63
TOYS R US DEL            8.75%      9/1/2021       15.00
TRANS-LUX CORP           8.25%      3/1/2012       35.20
TRANSMERIDIAN EX           12%    12/15/2010        6.50
TRAVELPORT LLC         11.875%      9/1/2016       30.00
TRIBUNE CO              4.875%     8/15/2010        4.50
TRIBUNE CO               5.25%     8/15/2015        3.50
TRIBUNE CO               5.67%     12/8/2008        3.50
TRICO MARINE                3%     1/15/2027       14.00
TRICO MARINE SER          6.5%     5/15/2028       32.27
TRIMAS CORP             9.875%     6/15/2012       45.75
TRONOX WORLDWIDE          9.5%     12/1/2012       13.00
TRUE TEMPER             8.375%     9/15/2011       37.25
TRUMP ENTERTNMNT          8.5%      6/1/2015       15.00
TRW AUTOMOTIVE              7%     3/15/2014       28.67
TUBE CITY IMS            9.75%      2/1/2015       11.50
UAL CORP                  4.5%     6/30/2021       38.00
UAL CORP                    5%      2/1/2021       41.00
UNISYS CORP             6.875%     3/15/2010       41.00
UNISYS CORP                 8%    10/15/2012       22.12
UNISYS CORP               8.5%    10/15/2015       24.75
UNISYS CORP              12.5%     1/15/2016       25.06
UNITED COMPONENT        9.375%     6/15/2013       39.50
UNIV CITY FL HLD        8.375%      5/1/2010       70.00
UNIVERSAL FOODS           6.5%      4/1/2009       91.50
UNIVISION COMM           7.85%     7/15/2011       56.00
US CONCRETE INC         8.375%      4/1/2014       35.00
US LEASING INTL             6%      9/6/2011       12.52
US SHIPPING PART           13%     8/15/2014       34.50
USFREIGHTWAYS             8.5%     4/15/2010       50.50
VENOCO INC               8.75%    12/15/2011       52.50
VERASUN ENERGY          9.375%      6/1/2017        3.06
VERENIUM CORP             5.5%      4/1/2027       25.50
VERSO PAPER             9.125%      8/1/2014       32.00
VERSO PAPER            11.375%      8/1/2016       18.00
VICORP RESTAURNT         10.5%     4/15/2011        3.00
VISTEON CORP                7%     3/10/2014        5.56
VISTEON CORP            12.25%    12/31/2016        4.88
VITESSE SEMICOND          1.5%     10/1/2024       50.03
VOUGHT AIRCRAFT             8%     7/15/2011       48.94
WASH MUT BANK NV         5.55%     6/16/2010       24.00
WASH MUT BANK NV         5.65%     8/15/2014        0.01
WASH MUTUAL INC          8.25%      4/1/2010       61.75
WATERFORD GAMING        8.625%     9/15/2014       27.13
WCI COMMUNITIES             4%      8/5/2023        2.10
WCI COMMUNITIES         6.625%     3/15/2015        3.19
WILLIAM LYONS             7.5%     2/15/2014       11.00
WILLIAM LYONS           7.625%    12/15/2012       17.00
WILLIAM LYONS           10.75%      4/1/2013       10.00
WIMAR OP LLC/FIN        9.625%    12/15/2014        1.76
WOLVERINE TUBE           10.5%      4/1/2009       81.00
XM SATELLITE             9.75%      5/1/2014       29.84
XM SATELLITE               10%    12/31/2009       38.00
XM SATELLITE               13%      8/1/2013       47.29
XM SATELLITE                7%     12/1/2014       22.91



                            *********

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 ***