TCR_Public/090317.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 17, 2009, Vol. 13, No. 75

                            Headlines


ABITIBIBOWATER INC: Receives $100MM Backstop Offer from Investor
ABITIBIBOWATER INC: Delays Filing of 2008 Annual Report
ABITIBIBOWATER INC: Unit's Debt Swap Offer Extended to March 20
AK STEEL: Moody's Cuts Ba2 Outlook to Neg; Still Exposed to Big 3
ALERIS INTERNATIONAL: Court Approves $1-Bil. DIP Financing

AMERICAN ACHIEVEMENT: Moody's Raises Ratings on PIK Notes to 'Ca'
AMERICAN AXLE: Deloitte Raises Going Concern Doubt on GM Exposure
AMERICAN INT'L: Two-Thirds of $173.3BB Aid Go to Trading Partners
AMERICREDIT CORP: Moody's Confirms Senior Unsecured Rating at B2
AMR CORP: To Face Cash Squeeze in 2010; Says Fitch; Ratings Junked

ARBIOS SYSTEMS: $1 Mil. Investment from Energex Underpins Plan
ARTISTDIRECT INC: Inks Corporate Controller Pact with Rousselet
ASARCO LLC: Settles Environmental Claims for $1.1 Billion
ASARCO LLC: Files Motion to Pursue $1-Bil. Asset Sale to Sterlite
ASARCO LLC: Seeks Approval of Plan-Related Discovery Procedures

ASARCO LLC: Won't Name New Consultant in AMC Dispute
AXCELIS TECHNOLOGIES: Sale Closing Delay to Threaten Going Concern
AXCELIS TECHNOLOGIES: To Delay Filing of 2008 Annual Report
BELL BUSINESS: Legacy Wants to Extend $250,000 to Finance Payroll
BELL BUSINESS: Court Okays Osborn Maledon as Bankruptcy Counsel

BERNARD L. MADOFF: Prosecutors to Seek Forfeiture of Assets
BETHANY GROUP: Robert Mosier Eyed as Receiver for Affiliates
BLOCKBUSTER INC: Will Dodge Bankruptcy, Analysts Say
BRIGHAM EXPLORATION: Moody's Cuts Corporate Rating to 'Caa3'
CANNERY CASINOS: S&P Changes Outlook on 'B+' Rating to Negative

CANWEST GLOBAL: Will Be Forced to File By Year End, Says BMO
CEDAR FAIR: Retains Merrill Lynch to Assist in Exploring Sale
CHARTER COMMUNICATIONS: Posts $1.495BB Fourth Quarter Net Loss
CHRYSLER LLC: Bankr. Lawyer Matthew Feldman to Join Task Force
CITIGROUPINC: Board Nominates Four New Independent Directors

COLONIAL REALTY: Fitch Keeps Preferred Stock Rating at 'BB+'
DE KALB: S&P Upgrades Ratings on 2005 Revenue Bonds From 'CCC'
DELPHI CORP: Court Limits Retirees Panel to OPEB Dispute
DELPHI CORP: KPMG Puts Ethical Wall Amid GM Engagement
DELPHI CORP: Retirees Elevate OPEB Dispute to District Court

DELPHI CORP: To Receive $2MM Fed Funding on Fuel Cell Research
DHP HOLDINGS: Asks Court to Approve Protocol for Sale of Assets
DHP HOLDINGS: Committee Wants Challenge Deadline Moved to May 11
DISCOVERY LAB: Revenues in Late '09; Going Concern Doubt Issued
ECLIPSE AVIATION: Client Group Mulls Acquisition of Business

FEDERAL FREIGHT: Files for Chapter 11 Bankruptcy Protection
FISHER COMMUNICATIONS: Bond Buyback Won't Move Moody's B2 Rating
FLEETWOOD ENTERPRISES: Can Use Cash Collateral on Interim Basis
FLEETWOOD ENTERPRISES: Faces Class Action for WARN Act Violations
FLEETWOOD ENTERPRISES: Seeks Court Nod for KCC as Claims Agent

FOAMEX INT'L: Panel Opposes $95-Mil. DIP Loan, Bonus Program
FORD MOTOR: Cuts Production in Europe Due to Waning Demand
FORD MOTOR: UAW to Accept Common Stock As VEBA Payout
FORUM HEALTH: Case Summary & 50 Largest Unsecured Creditors
GENERAL GROWTH: Payment Deadline of $395 Million in Bonds Passes

GENERAL GROWTH: Lenders Extend Forbearance Until Year's End
GENERAL MOTORS: KPMG Puts Ethical Wall Amid Delphi Engagement
GENERAL MOTORS: Renames Asset Management Arm to Promark Global
GENERAL MOTORS: Bankr. Lawyer Matthew Feldman to Join Task Force
GENTA INC: Going Concern Doubt Raised; FDA Rejects Genasense

G.I. JOE'S: Files Application to Employ Proskauer Rose as Counsel
GREEN VALLEY: Can Access CapitalOne Cash Collateral for 15 Days
HARRAH'S ENTERTAINMENT: Investors Buying Debt From Bondholders
HUMANA INC: Moody's Assigns Ratings on New Shelf Registration
INTEGRA HEALTHCARE: Court Converts Case to Chapter 7 Liquidation

INTERSTATE HOTELS: Bad Lodging Environment Cues S&P's Junk Rating
JEFFERSON COUNTY: Extends Forbearance with JPMorgan Until June 20
KLAMATH FALLS: S&P Cuts Long-Term Rating to 'BB+' From 'BBB'
LANDAMERICA ASSESSMENT: Court to Consider Assets Sale on March 24
LANDAMERICA ASSESSMENT: Wants Schedules Deadline Moved to April

LEGENDS GAMING: Plan Confirmation Hearing Scheduled for April 29
LENOX GROUP: Clarion Partners Closes Acquisition of Assets
LEHMAN BROTHERS: SunTrust Wants Probe on $3.5M Underwriting Fees
LOCAL INSIGHT: Growing Risks Cue Moody's Junk Corporate Rating
LYONDELL CHEMICAL: Court OKs Protocol for Misc. Asset Sales

MASONITE INT'L: Files for Bankruptcy to Eliminate $2 Bil. in Debt
MASONITE INT'L: Case Summary & 20 Largest Unsecured Creditors
MGIC INVESTMENT: S&P Junks Counterparty Credit Rating From 'BB+'
MILACRON INC: Receives Interim Approval to Tap $55MM GECC Loan
MODERN CONTINENTAL: Wants Plan Filing Deadline Moved to May 29

MONACO COACH: Section 341(a) Meeting Scheduled for April 9
MONACO COACH: Wants Court Nod for Omni Management as Claims Agent
MONACO COACH: Faces Class Action for WARN Act Violations
MUZAK HOLDINGS: Obtains Final OK to Access $20MM Cash Collateral
N AMERICAN SCIENTIFIC: Receives Notice of Delisting from Nasdaq

NORTEL NETWORKS: Considering Sales of Business Units
NORTHEAST BIOFUELS: Faces $8-Million Injunction Suit from Lurgi
PACIFIC ENERGY: Seeks Omni Management as Claims Agent
PATRIOT HOMES: May Use Cash Collateral of Wells Fargo Until April
PEACH HOLDINGS: Moody's Junks Rating; Loan Matures in April

PRIME TRAVEL: State Prohibits Sale of Travel Insurance
PRIMUS TELECOM: Canadian Units Obtain Waiver of Covenant Default
PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down by $461.5MM
PRIMUS TELECOM: Files for Bankruptcy to Shed Off 50% in Debt
PRIMUS TELECOM: Case Summary & 20 Largest Unsecured Creditors

QIMONDA NA: To Seek $40 Million DIP Financing from Gordon Brothers
QTC MANAGEMENT: Moody's Reviews 'B2' Corporate Family Rating
RED SHIELD: Wants Plan Filing Period Extended to March 25, 2009
REUNION INDUSTRIES: Plan Confirmation Hearing Today in Wilmington
RH DONNELLEY: Fitch Downgrades Issuer Default Rating to 'C'

SCOTT LAKE: Files for Chapter 11 Bankruptcy Protection
SCOTTISH ANNUITY: S&P Upgrades Counterparty Rating to 'CCC-'
SEMGROUP LP: Court Approves Energy Partners Settlement
SIX FLAGS: CEO Says One Debt Holder Refuses to Negotiate
SIX FLAGS: Moody's Downgrades Corporate Family Rating to 'Ca'

SPORTS MUSEUM: Files for Chapter 7 Liquidation
STANFORD GROUP: Court Unfreezes 85% of Brokerage Accounts
SUPERIOR OFFSHORE: CRO Lovett Wants Ex-VP to Disgorge $9 Million
SYNCORA HOLDINGS: Management Has Going Concern Doubt
SYNCORA HOLDINGS: Fund Launches Offer for 56 Unit-Insured RMBS

TD AMERITRADE: Fitch Upgrades Issuer Default Rating from 'BB+'
TEKOIL & GAS: Files Joint Chapter 11 Plan of Reorganization
TRONOX INC: Protocol Crafted to Govern Anadarko Discovery
TRONOX INC: U.S. Trustee Appoints Equity Security Committee
VIRGIN MOBILE: Has Cash to Fund Operations for Next 12-18 Months

VIRGIN MOBILE: Files Revised Copies of Amendments to Sprint Deal
VISTEON CORP: Delays Annual Report; In Talks with Lender Groups
WILSON N JONES: Moody's Affirms 'Ba3' Rating on $78 Mil. Debt

* Computershare Buying Kurtzman Carson for $98 Million

* Large Companies With Insolvent Balance Sheets


                            *********


ABITIBIBOWATER INC: Receives $100MM Backstop Offer from Investor
----------------------------------------------------------------
AbitibiBowater Inc. on Monday announced that, further to its
recapitalization transaction, a new investor has agreed to provide
a backstop commitment of $100 million.

AbitibiBowater did not disclose that investor's identity.

In consideration for this backstop commitment, the new investor
will receive up to $111.1 million of AbitibiBowater's 12.5% First
Lien Notes due 2014 and up to 63.5 million Series D Warrants to
purchase one share of AbitibiBowater Common Stock per warrant at
$1.25 per share.  The amount of the backstop commitment that is
funded by the new investor will depend upon the extent to which
unsecured noteholders participate in the Concurrent Offering.  The
backstop party will also receive a backstop commitment fee in an
amount of $50 of First Lien Notes and 53.895 Series A Warrants,
53.895 Series B Warrants and 53.895 Series C Warrants for each
$1,000 committed only in the event the Recapitalization is
completed.

The backstop commitment was made as part of and pursuant to the
terms of AbitibiBowater's Concurrent Offering made in connection
with the Recapitalization.  Certain investors have provided
binding commitments to subscribe for $150 million of the
Concurrent Offering therefore a total of $250 million of the
$350 million Concurrent Offering has been committed.

As reported by the Troubled Company Reporter, AbitibiBowater
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.

AbitibiBowater's obligations to trade creditors, customers and
employees (including any pension plan entitlement), will remain
unaffected by the Recapitalization.

              Recapitalization Plan Wins More Support

The Company also disclosed that additional noteholders holding
approximately $164 million in eligible unsecured notes issued by
Abitibi-Consolidated and its subsidiaries, as applicable --
approximately 5.6% of the total outstanding -- have agreed to vote
in favor of the Recapitalization, bringing the total support to
approximately $1.2 billion (or 39% of the total outstanding).
AbitibiBowater will continue to solicit additional support for the
Recapitalization from affected noteholders and lenders.

As reported by the TCR, 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

                April 30 Creditors Meeting in Quebec

AbitibiBowater also announced that the Commercial Division of the
Superior Court of Quebec in Montreal has granted an interim court
order under the Canada Business Corporations Act in connection
with the Recapitalization and:

   -- has called the respective meetings of the affected
      unsecured notes, secured notes and lenders for April 30,
      2009 in Montreal.  The meetings will be held at the
      Fairmont Queen Elizabeth Hotel, 900 Rene-Levesque Blvd.
      West, in Montreal; and

   -- has set April 1, 2009 as the record date to determine the
      Affected stakeholders who are entitled:

         (i) to receive notice of the meetings;
        (ii) to vote at the meetings; and
       (iii) to participate in the Concurrent Offering.

Holders of affected unsecured notes, secured notes and lenders who
are not holders of record on April 1, 2009, will not be entitled
to receive notice of or vote in the meetings or participate in the
Concurrent Offering.

At the meetings, holders of the three classes of affected
stakeholders will be asked to vote on the Plan of Arrangement
relating to the Recapitalization:

   (a) holders of unsecured notes (listed at outstanding amounts)
       which include:

       -- $8M 7.875% Notes due August 1, 2009;
       -- $293M 15.5% Notes due July 15, 2010;
       -- $395M 8.55% Notes due August 1, 2010;
       -- $200M 7.75% Notes due June 15, 2011;
       -- $200M Floating Rate Notes due June 15, 2011;
       -- $350M 6.00% Notes due June 20, 2013;
       -- $450M 8.375% Notes due April 1, 2015;
       -- $100M 7.40% Debentures due April 1, 2018;
       -- $250M 7.50% Debentures due April 1, 2028;
       -- $250M 8.50% Debentures due August 1, 2029;
       -- $450M 8.85% Debentures due April 1, 2030;

   (b) holders of the $413M 13.75% Senior Secured Notes due 2011;
       And

   (c) affected lenders under the $347M Senior Term Loan due
       2009.

The resolutions of affected unsecured notes, secured notes and
lenders shall be considered to be approved by the affirmative vote
of not less than two-thirds of the votes cast on each resolution.
However, the final order from the Court to proceed with the
implementation of the Plan of Arrangement may be sought whether or
not the arrangement resolutions are adopted.

The interim order obtained from the Superior Court of Quebec
includes a stay of proceedings in favor of Abitibi-Consolidated
and certain of its affiliates.  This will help provide Abitibi-
Consolidated with the opportunity to present the Recapitalization
to its affected creditors and for the Court to consider whether it
should be approved at a hearing scheduled to be held on May 5,
2009, in Montreal.

Certain amounts of principal and interest on Abitibi-
Consolidated's affected unsecured notes, secured notes and term
loan will be due before the meetings of noteholders and lenders.
These amounts will not be paid as scheduled and will, if the Plan
of Arrangement is approved and implemented, be addressed in
accordance with the terms of the Plan of Arrangement.

A restated summary of the key terms of the Recapitalization is
available at no charge at:

               http://ResearchArchives.com/t/s?3a57

                     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 debt by $2.4 billion and enhance liquidity.

                     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: Unit's Debt Swap Offer Extended to March 20
---------------------------------------------------------------
Bowater Finance II LLC, an indirect wholly owned subsidiary of
AbitibiBowater Inc., on Monday 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 20, 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 13, 2009.

As of March 13, 2009, roughly 54.5% of the outstanding 9.00%
Debentures due 2009, 58.2% of the outstanding Floating Rate Senior
Notes due 2010, 64.9% 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.

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.

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.

                     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'.


AK STEEL: Moody's Cuts Ba2 Outlook to Neg; Still Exposed to Big 3
-----------------------------------------------------------------
Moody's Investors Service affirmed AK Steel Corporation's Ba2
corporate family rating and changed the rating outlook to negative
from stable.

The change in outlook reflects the challenges facing AK Steel as
steel industry conditions remain difficult and capacity
utilization rates low.  In addition, although AK Steel has
successfully reduced its aggregate exposure to the automotive
industry in recent years, this market, particularly with respect
to GM, Ford and Chrysler, still accounts for an important
percentage of volumes and earnings.  In addition, although certain
input costs are moderating, AK Steel continues to have a
relatively high cost base.  Moody's expects that continued
softness in key markets for the Company, such as automotive and
manufacturing, increasing weakness in the electrical steel
markets, low operating rates and fixed cost absorption pressures
will contribute to significant deterioration in earnings levels.

AK Steels Ba2 corporate family rating is supported by its business
mix, which continues to be heavily weighted to contract positions
and its strong liquidity position.  The Company had cash balances
of $573 million at year-end December 31, 2008, and availability of
roughly $683 million under its $850 million borrowing base
revolving credit facility.  Should the Company's liquidity
position deteriorate significantly the rating would come under
further pressure.

Moody's last rating action on AK Steel was September 19, 2008,
when the corporate family rating was upgraded to Ba2 from Ba3.

Headquartered in West Chester, Ohio, AK Steel is a middle tier
integrated steel producer.  Revenues in fiscal 2008 were
7.6 billion on steel shipments of 5.9 million tons.


ALERIS INTERNATIONAL: Court Approves $1-Bil. DIP Financing
----------------------------------------------------------
Aleris International Inc. has won final approval from the U.S.
Bankruptcy Court for the District of Delaware of a $1 billion
debtor-in-possession financing facility.

According to Steven Church of Bloomberg, Judge Brendan Linehan
Shannon approved the loans, which provided for a roll-up of $575
million in prepetition secured loans, despite objections by
lenders Babson Capital Management LLC and J. Aron & Co.

Babson and J. Aron are prepetition secured lenders but they did
not participate in the DIP financing.  Under the terms of the DIP
loan, prepetition claims of lenders who participate in the DIP
financing will be rolled up as DIP loans.  Babson and J. Aron
opposed having their old loans take a lower priority than the DIP
loan.

Babson pointed out that the Debtors seek to prime existing secured
lenders by at least $1.585 billion, while citing the precipitous
decline in the value of their assets as a primary basis for filing
bankruptcy petitions.  It added that the proposed roll-up does not
benefit the Debtors' estates, only the lenders.

"This is so detrimental to the interest of the" older lenders,
Babson's attorney, John Ventola, also said in court.  Babson
claimed it shouldn't be bound by the terms of the DIP loan even
though it signed a contract agreeing to join the group of lenders
providing Aleris more than $1 billion.  Babson sold its right to
participate in that DIP loan, so it isn't providing any new money
to Aleris, Ventola said.

Judge Shannon ruled that the DIP loan contract was valid and that
Babson continued to be bound by it.  Shannon rejected Babson's
claim that the terms of the loan changed at the last minute.
Babson is owed about $48 million from its pre-bankruptcy loan to
Aleris, Ventola said in court.

J. Aron, a unit of Goldman Sachs Group Inc., argued that it should
have the right to force Aleris to pay in full the
$61 million it loaned the company before the bankruptcy.  Judge
Shannon, however, said that only lenders who agreed to participate
in the new DIP loan to Aleris could have any of their old loan
bought out.

About $575 million of the new loan would pay off older loans,
Bloomberg said, citing court records.

Aleris had put off until March 16 the hearing that had been
scheduled for March 12 on final approval of a secured
$1.075 billion loan to finance the reorganization.  Objections
were made by secured and unsecured creditors, Bloomberg's Bill
Rochelle said.

                    About Aleris International

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

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

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


AMERICAN ACHIEVEMENT: Moody's Raises Ratings on PIK Notes to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service raised the remaining portion of American
Achievement Group Holding Corp.'s Senior PIK Notes' rating to Ca
(LGD-5, 77%) from C and changed the probability of default rating
to Caa3 from Caa3/LD.  The company's other ratings were affirmed,
including the Caa2 corporate family rating.  The rating outlook is
stable.

These ratings were changed:

  -- American Achievement Group Holding Corp.

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

  -- $102 million (current value) Senior PIK notes due 2012 to Ca
     (LGD-5, 77%) from C

These ratings were affirmed

  -- American Achievement Holding Corp.

  -- Corporate Family Rating Caa2

  -- AAC Group Holding Corp.

-- $132 million (current value) Senior discount notes due
   2012 -- Caa3 (LGD-3, 49%)

American Achievement Corporation

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

American Achievement Corporation

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

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

The rating outlook is stable.

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


AMERICAN AXLE: Deloitte Raises Going Concern Doubt on GM Exposure
-----------------------------------------------------------------
American Axle & Manufacturing Holdings Inc.'s auditors raised
"substantial doubt" about the ability of the Company to continue
as a going concern.

In its annual report on Form 10-K, American Axle disclosed with
the Securities and Exchange Commission that it incurred a net loss
of $1.22 billion on $2.11 billion of revenues for the year ended
Dec. 31, 2008, compared to a net income of $37 million on $3.25
billion of revenues in the year 2007.

American Axle is the principal supplier of driveline components to
GM for its rear-wheel drive (RWD) light trucks and SUVs
manufactured in North America, supplying substantially all of GM's
rear axle and front four-wheel drive and all-wheel drive (4WD/AWD)
axle requirements for these vehicle platforms.  Sales to GM were
approximately 74% of our total net sales in 2008, 78% in 2007 and
76% in 2006.  "Further reduction in our sales to GM or further
reduction by GM of its production of RWD light trucks or SUVs
could have a material adverse effect on our results of operations
and financial condition."  American Axle is also the principal
supplier of driveline system products for the Chrysler Group's
heavy-duty Dodge Ram full-size pickup trucks (Dodge Ram program)
and its derivatives.  Sales to Chrysler LLC (Chrysler) were
approximately 10% of our total net sales in 2008, 12% in 2007 and
14% in 2006.  Net sales to customers other than GM and Chrysler
were 16% of sales in 2008 as compared to 10% in 2007 and 2006.

According to Deloitte & Touche LLP, the domestic automotive
industry experienced a significant downturn which has an adverse
impact on American Axle's two largest customers. Deloitte &
Touche's report is attached to the company's Form 10-K.

"If these customers are unable to continue operating as going
concerns, the Company could suffer significant unfavorable
consequences," Deloitte said."  Accordingly, it is uncertain
whether the Company will be in compliance with the covenants in
its debt agreements throughout 2009.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

American Axle says its largest customers continue to adapt to
current market conditions, including historically low U.S.
industry production volumes and rapid shifts in consumer
preferences.  During the second half of 2008, GM announced and
accelerated plans to significantly reduce production capacity for
several of AAM's major light truck product programs in response to
the market changes described below.  In the fourth quarter of
2008, both GM and Chrysler secured government financing
commitments under the Troubled Asset Relief Program (TARP);
however, both have since made requests for additional government
financing commitments to continue operations through 2009, which
commitments have not yet been provided.  Although each Company has
achieved progress on critical capacity rationalization objectives
and other important restructuring initiatives, it is uncertain
whether the government will continue to provide necessary
financial support, or whether the companies will be able to secure
sufficient alternate sources of funding to continue as a going
concern if the government does not provide sufficient financing in
the future.  In addition, the terms of the government financing
commitments provided to GM and Chrysler include certain
milestones, which if not met by these companies by March 31, 2009,
entitle the government to accelerate repayment of the loans.  If
GM or Chrysler were not able to continue their operations, many
suppliers, including American Axle, could suffer unfavorable
consequences.  These unfavorable consequences, according to
American Axle, could include payment delays, inability to collect
trade and other accounts receivable, price reductions, production
volume declines or the failure to honor contractual commitments,
including sourcing decisions and financial obligations.

The Company says it has made significant adjustments to its
business plan to adapt to lower industry production volumes,
improve its liquidity position and diversify its customer base and
revenue concentrations:

  -- As a result of an expanded product development focus that
     now includes highly engineered AWD and RWD applications for
     passenger cars, crossover vehicles and commercial vehicles,
     it has increased our total global served market by
     approximately 30%.

  -- The Company is reducing our domestic production capacity by
     approximately 70%, while at the same time increasing global
     installed capacity by 150%.

  -- In 2008, American Axle negotiated new hourly labor agreements
     with the International Association of Machinists (IAM) and
     International UAW at the original U.S. locations.  Pursuant
     to these new labor agreements, we are converting the former
     fixed legacy labor cost structure of these facilities to a
     highly flexible, competitive and variable cost structure.

  -- In connection with hourly and salaried attrition programs
     administered in 2008, AAM reduced its global hourly and
     salaried workforce by more than 25% in 2008.

  -- It has significantly reduced its inventories, amended its
     revolving credit facility and suspended our quarterly cash
     dividend program in 2009.  The amendment of the credit
     facility in the fourth quarter of 2008 extended the maturity
     of a portion of the facility through 2011 and provides AAM
     with additional financial covenant flexibility.

American Axle says it will continue to evaluate its customers'
compliance with the provisions of the TARP, market conditions and
its underutilized U.S. capacity and may take further restructuring
actions.  "These potential future actions could result in
additional special charges, including additional asset impairments
and further workforce reductions."

              GM, Chrysler Bankruptcy to Hurt AAM

In the "risks factors" section in its Annual Report, American Axle
said, "Our business could be adversely affected if GM and/or
Chrysler filed for bankruptcy or were unable to comply with the
terms of the Secured Term Loan Facility provided by the U.S.
Treasury and any additional requirements of the Troubled Asset
Relief Program (TARP)."

The Company notes that in the fourth quarter of 2008, both GM and
Chrysler publicly announced that they would not be able to meet
near-term working capital requirements without additional private
funding, which seemed unlikely based on the distress in the credit
markets, or assistance from the federal government.  Both GM and
Chrysler secured financing commitments by entering into loan
agreements with the U.S. Treasury and began borrowing under those
agreements in the fourth quarter of 2008.  These loan agreements
are conditioned upon submitting viable plans of reorganization and
sustainability to the President of the United States in the first
quarter of 2009.  On February 17, 2009, both companies submitted
their viability plans and are required to provide a progress
report of their viability plan by March 31, 2009.  If the U.S.
government does not approve of the submitted plans, it may
accelerate the repayment of the loans provided to either or both
companies.

Even if the U.S. government allows the loans provided to GM and
Chrysler to remain outstanding, it is not certain that the loans
will be sufficient to meet their working capital requirements in
2009 or future periods, American Axle points out.  "As part of
their viability plans, both companies have requested additional
funding from the U.S. government to cover near-term liquidity
requirements.  It is possible that additional funding, public or
private, would not be available to meet these needs."

"If either GM or Chrysler is unable to continue operations, we
could suffer unfavorable consequences, such as payment delays,
inability to collect trade and other accounts receivable, price
reductions, production volume declines or the failure to honor
contractual commitments including sourcing decisions and financial
obligations," American Axle says.

A copy of the Annual Report is available at:

                http://researcharchives.com/t/s?3a56

                        About American Axle

Headquartered in Detroit, Michigan, American Axle &
Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/
-- is a world leader in the manufacture, engineering, design and
validation of driveline and drivetrain systems and related
components and modules, chassis systems and metal-formed
products for trucks, sport utility vehicles, passenger cars and
crossover utility vehicles.  In addition to locations in the
United States (Michigan, New York, Ohio and Indiana), the
company also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, South Korea,
Thailand and the United Kingdom.

                          *     *     *

The Troubled Company Reporter reported on Jan. 29, 2009, that
American Bankruptcy Institute reported that Bankruptcy Research
firm KDP Investment Advisors said American Axle Manufacturing
Holdings Inc. is at high risk of filing for bankruptcy in the next
12 months as declining auto production further pressures the
supplier's earnings.

The TCR, on Jan. 14, 2009, also reported that Standard & Poor's
Ratings Services has lowered its corporate credit rating on
Detroit-based American Axle Manufacturing & Holdings Inc. to
'CCC+' from 'B' and removed all the ratings from CreditWatch,
where they had been placed with negative implications on Oct. 9,
2008.  The outlook is negative.  At the same time, S&P also
lowered its issue-level ratings on the company's debt.


AMERICAN INT'L: Two-Thirds of $173.3BB Aid Go to Trading Partners
-----------------------------------------------------------------
Liam Pleven, Serena Ng, and Sudeep Reddy at The Wall Street
Journal report that American International Group Inc. disclosed
Sunday that about two-thirds of the $173.3 billion in government
financial assistance it received has been paid out to trading
partners like banks and municipalities in the U.S. and abroad.

According to WSJ, AIG tried deflecting increasing criticism of how
government funds went to various banks and used to pay employee
bonuses at AIG's Financial Products unit that almost bankrupted
the Company.

Citing AIG, WSJ relates that about $120 billion in financial aid
to AIG had been distributed in the form of cash, collateral, and
other payouts to banks, municipalities, and other institutions in
the U.S. and abroad between September 16, 2008, and December 31,
2008.  WSJ relates that this includes $52 billion of outflow from
AIG's Financial Products.  WSJ notes that another $43.7 billion
was used to repay banks and brokers that were clients of AIG's
securities-lending business.  AIG also used $24 billion in Federal
money to acquire mortgage-linked securities that the Company
insured so that the contracts tied to them could be torn up.

AIG, WSJ states, said on Sunday that AIG paid out $12.1 billion to
municipalities in many states from September 16 to December 31,
under guaranteed investment agreements that promised a fixed rate
of return.

According to WSJ, much of the bailout money was linked to
contracts AIG sold to the firms to insure against losses on
securities.  WSJ notes that the trading partners were given more
collateral to protect against losses as AIG's condition
deteriorated.

                   About American International

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

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

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

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

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

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

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

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


AMERICREDIT CORP: Moody's Confirms Senior Unsecured Rating at B2
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of AmeriCredit
Corp. (senior unsecured at B2) and assigned a negative outlook.
The rating action concludes the review for possible downgrade
initiated on November 19, 2008.

The confirmation reflects ACF's recent amendment and extension of
its Master Warehouse Facility and its MTN V warehouse facility,
which addresses a substantial financial uncertainty.  The terms
and conditions of the amendment, although reflective of current
market conditions, are materially less favorable to ACF.  These
include a lower commitment amount and higher pricing on the MWF,
and lower advance rates.  Nevertheless, the facilities provide
adequate financial flexibility for ACF given its liquidity
position and significantly reduced originations run-rate.

The rating action also reflects the fact that ACF's unsecured debt
maturity profile is manageable, with the remaining due dates being
September 2011 ($275 million senior converts), September 2013
($237 million senior converts), and June 2015 ($92 million senior
unsecured notes).

Moreover, despite substantially reduced origination volumes,
Moody's believes the degree of franchise erosion being experienced
by ACF is manageable given the state of the industry,
characterized by shrinking volumes, consolidation, and a number of
significant players leaving the industry.

Having said this, Moody's notes that ACF still faces considerable
risks given the severe recession being experienced by the U.S.
economy and the continuing disruption of the capital markets.
These forces are impacting ACF via elevated credit losses and
limited access to funding.  Despite higher pricing and credit
quality on new originations, profitability of new loans will be
constrained by sharply higher borrowing costs.  Moreover, cash
flow will likely be pressured by cash trapping in certain term ABS
trusts and the need to adhere to more conservative advance rates
and credit enhancement requirements in the amended warehouse
facilities.  In the circumstances, ACF will need to carefully
manage liquidity for the short term, and hope the capital markets
and economic environment provide them with the opportunity to have
a viable business model in the future.

The negative outlook on the company's ratings reflects these risks
and is consistent with Moody's outlook for the US consumer finance
industry generally and auto finance specifically.  In addition to
severe recessionary conditions currently being experienced in the
US, key issues include extreme financial pressure on the US
consumer and depressed used car values.  These pressures are
likely to continue for the balance of 2009, and quite possibly
well into 2010, in Moody's view.

In order to return to a stable outlook, ACF must demonstrate a
sustained return to profitability while maintaining satisfactory
unrestricted liquidity.  On the other hand, significant
incremental deterioration in liquidity, asset quality, or
profitability beyond anticipated tolerances could lead to further
negative pressure on the ratings.

The last rating action on ACF was on November 19, 2008, when
Moody's downgraded the company's ratings and left the ratings on
review for possible downgrade.

AmeriCredit is a leading independent automobile finance company
based in Fort Worth, Texas.  As of December 31, 2008 the company
reported total managed receivables of approximately $13 billion.


AMR CORP: To Face Cash Squeeze in 2010; Says Fitch; Ratings Junked
------------------------------------------------------------------
Fitch Ratings has downgraded the debt ratings of AMR Corp. and its
principal operating subsidiary, American Airlines, Inc.:

AMR

  -- Issuer Default Rating (IDR) to 'CCC' from 'B-';
  -- Senior Unsecured Debt to 'C/RR6' from 'CCC/RR6'.

American Airlines

  -- IDR to 'CCC' from 'B-';
  -- Secured Bank Credit Facility to 'B+/RR1' from 'BB-/RR1'.

The Rating Outlook for both AMR and American is Negative.

The downgrade follows this winter's collapse in global air travel
demand, which has eroded AMR's near-term cash flow generation
potential at a time when the airline faces substantial fixed
obligations and declining unrestricted cash balances.  The 'CCC'
rating reflects Fitch's view that AMR is now more likely to face a
liquidity squeeze moving into 2010 as historically tight capital
market conditions continue to limit the carrier's ability to
refinance very heavy upcoming debt maturities.

While AMR and its principal U.S. airline competitors entered the
year with hopes that far lower jet fuel prices and reduced
industry available seat mile capacity would drive a 2009 cash flow
turnaround, pressure on demand and passenger yields now appears to
be intensifying (particularly in higher-yielding international
business markets), raising the risk of a sharp downturn in revenue
that could offset much of the positive impact of lower fuel costs
this year.  In the absence of a stabilization of revenue per
available seat mile trends, AMR is likely to report another year
of negative free cash flow at a time when scheduled debt
maturities are heavy ($1.8 billion in 2009 alone) and access to
the capital markets remains very constrained.  Fitch now expects
AMR's unrestricted cash and investments balance to fall well below
the year-end 2008 level of $3.1 billion during 2009, as ongoing
operating losses in the first quarter combine with cash capital
spending and principal payments to drain cash from the company
over the next few quarters.  To be sure, the AMR's operating
results remain highly sensitive to jet fuel prices, which are now
more than 50% lower than last summer's peak.  Still, the margin of
safety with respect to changes in energy prices is thin as a
result of the deteriorating revenue outlook.

Even if AMR is successful in refinancing a large portion of
upcoming debt maturities through new aircraft-backed borrowing as
assets become unencumbered, the airline faces a longer term
challenge in meeting heavy fixed cash obligations (both debt
payments and ultimately cash pension funding requirements) in the
2010-2011 period.  Scheduled debt maturities for the years 2009-
2011 total $5.3 billion.  Furthermore, pension funding
requirements beyond 2009 could ramp up dramatically if another
year of poor plan asset returns widens AMR's underfunded pension
liability ($4.2 billion on a projected benefit obligation basis as
of Dec. 31, 2008).  In the aftermath of the 2008 market collapse,
AMR's funded position slipped from approximately 96% of the PBO as
of year-end 2007 to 70% at the end of 2008.

Importantly, AMR retains unencumbered assets (including aircraft,
engines, the American Eagle regional airline subsidiary, route
authorities and potential proceeds from a sale of frequent flyer
miles) that the carrier values at $3.5 billion.  In addition, AMR
estimates that a further $1 billion in assets will become
unencumbered this year as secured debt is paid down.  Given the
current state of the capital markets, however, there is no
assurance that financing or sale of these assets will raise the
amount of capital required to meet future cash obligations while
maintaining unrestricted liquidity above critical levels
($1.25 billion as defined in the bank credit facility liquidity
covenant).

Following the significant pull-down in scheduled capacity carried
out by AMR and most of its U.S. competitors last September, RASM
trends stabilized somewhat in the early fall.  Unit revenue
comparisons began to worsen materially in December, however, as
the full impact of the financial crisis and the global economic
downturn rippled through to air travel demand.  RASM pressure
appears to be most acute in international markets, where sharp
declines in front-cabin business demand seemed to worsen in
January and February.  For American, year-to-date mainline system
traffic fell by 12.6% through February 2009 on a 9.2% decline in
ASM capacity.  Load factor declines were largest in international
markets (down 4.7 points), while mainline domestic load factors
fell less sharply (1.6 points) due to the larger amount of
capacity taken out of the domestic network.

Critical trans-Atlantic business routes such as New York JFK to
London Heathrow are particularly vulnerable in the current
environment, as high-fare financial services industry demand has
fallen sharply.  Looking ahead to the peak seasonal demand period,
AMR sees forward booked load factors down by approximately 2.5
percentage points year over year (approximately 4.5 points in
international markets).  Factoring in the potential for material
yield declines to accompany this traffic weakness, Fitch believes
that sharp RASM declines of 10% or more are not out of the
question through at least the second quarter.  In a stressed
revenue scenario of this type, much of the anticipated fuel cost
savings this year will be eroded by passenger revenue declines.
Should demand soften further this spring, AMR and other U.S.
carriers may elect to pull more scheduled capacity out of under-
performing markets beyond the currently planned consolidated
system capacity reductions of 6.5% this year.  The current plan
calls for 2009 international capacity to be down about 2.5% versus
2008.

The rapid slide in energy prices after July 2008(when crude oil
prices peaked at $147 per barrel) will provide AMR with
substantial cost savings this year after consolidated fuel expense
reached an all-time high of $9 billion in 2008
($2.3 billion higher than the 2007 fuel expense level).  Based on
AMR's forecasted full year 2009 jet fuel price of $1.78 per gallon
(after hedges) (as noted in a March 10, 2009 investor
presentation), AMR's annual fuel costs would decline by
approximately $3.5 billion this year.  As underwater fuel
derivative positions roll off by mid-year, AMR will be able to
participate fully in the spot fuel price decline.  Fitch does not
expect AMR's cash position to be affected materially by the need
to post additional cash collateral with fuel hedge counter-
parties.  As of year-end 2008, AMR had posted $575 million of fuel
hedge cash collateral.  This amount was not included in the year-
end unrestricted cash and investments balance of
$3.1 billion.

Some of the benefits of lower fuel prices will be offset this year
by rising unit operating costs in areas such as employee benefits
(higher pension accruals), airport costs and aircraft rents.  AMR
has forecasted non-fuel unit operating expenses to be up
approximately 9% this year.  Pressure on non-fuel unit costs could
intensify if the carrier is forced to cut scheduled capacity
further.  This follows from the fact that fixed costs cannot be
reduced in line with capacity reduction - at least over the short
term.

With regard to aircraft commitments, all of AMR's scheduled Boeing
737-800 aircraft deliveries through late 2010 have committed
financing in place.  AMR is committed to take 29 B737-800
deliveries in 2008, 39 in 2010 and eight in 2011.  Taking into
account committed aircraft financing, cash capital spending will
be limited to approximately $500 million in 2009.  The addition of
new aircraft debt, alongside any new refinancing of upcoming
maturities, will delay any progress toward total debt reduction
during a period of continuing stress in the operating environment.
Additional increases in AMR's lease-adjusted leverage will, in
Fitch's view, further erode the sustainability of its highly
leveraged capital structure as fixed financing obligations grow
relative to AMR's long-term cash flow generation potential.

Credit facility covenant relief negotiated during the height of
the fuel crisis last spring provided AMR with a respite from
compliance with an EBITDAR fixed charge coverage test until the
quarter ending June 30, 2009.  At that time, test measurement will
be carried out on a rolling basis until a full year test is
reinstated at the end of the March 2010 quarter.  Headroom above
the second quarter and third quarter covenant levels could be
eroded if RASM trends fail to stabilize in the peak summer demand
period when the bulk of annual cash flow is generated.

The RR1 Recovery Rating for American's secured credit facility
($691 million outstanding on the revolver and term loan at the end
of 2008) reflects Fitch's expectation that recovery levels of 90%
or more are likely in a default scenario.  The credit agreement
calls on the carrier to maintain strong asset coverage ratios in
its credit facility collateral pool.  The revolver expires on June
17, 2009, and the final maturity date for the term loan portion is
Dec. 17, 2010.  Recovery expectations for unsecured bondholders
are poor (less than 10%), as reflected in the RR6 Recovery Rating
for that debt class.

Fitch could further downgrade the IDRs for AMR and American to
'CC' or below if demand pressure intensifies through the second
and third quarters, eroding RASM further and increasing the risk
of a liquidity crisis in early 2010.  Any significant spike in jet
fuel prices, while unlikely in light of the current global
macroeconomic outlook, could also lead to a downgrade.  A revision
in the Rating Outlook to Stable is possible if signs of a
sustainable economic recovery, accompanied by improved capital
market access and low fuel prices, begin to appear by late 2009 or
early 2010.


ARBIOS SYSTEMS: $1 Mil. Investment from Energex Underpins Plan
--------------------------------------------------------------
Arbios Systems, Inc. has signed a term sheet containing preliminary
terms for a recapitalization of
the company through a $1,000,000 stock subscription by Arbios
Acquisition Partners, LLC.

Since January 9, 2009, the company has been proceeding under Chapter
11 of the United States
Bankruptcy Code under the jurisdiction of the Bankruptcy Court in the
District of Delaware. The
company and AAP intend to file a reorganization plan reflecting the
terms of this proposed
transaction, which, if approved by the Bankruptcy Court and all of the
company's relevant classes,
could lead to the company's emergence from Chapter 11.

AAP is a limited liability company formed for the purpose of
completing the proposed transaction.
AAP is a wholly owned subsidiary of Energex Systems, Inc., a New
Jersey-based company that
was organized in 1999 to develop patented therapeutic medical devices
to treat chronic conditions
and diseases.

The transaction contemplated by the term sheet calls for Arbios to
cancel all of its currently
existing equity (including all outstanding common stock, warrants, and
options) and to issue new
shares of common stock:

   (i) to AAP, which will represent 90% of the newly issued shares
       of the Company; and

  (ii) to the existing Arbios stockholders, which will represent
       10% of the newly issued shares, allocated among the
       existing stockholders pro rata based on their
       pre-transaction common stock ownership interest in the
       company.

Effectively, the existing stockholders of Arbios will receive one
share of new common stock for
each 10 shares held by them prior to the cancellation/re-issuance.
The $1,000,000 cash purchase
price for its new shares in the company will be paid by AAP:

   (i) $100,000 was paid to the company as a deposit upon signing
       of the term sheet,

  (ii) $100,000 is due upon the later of April 8, 2009, or the
       filing of the reorganization plan with the Bankruptcy
       Court, and

(iii) $800,000 is due within 10 days of the Bankruptcy Court's
       confirmation of the plan of reorganization.

If AAP fails to comply with paying the purchase price, Arbios may
retain the deposit and can
withdraw the reorganization plan and move forward with an alternative
transaction or proceeding.
If Arbios elects to enter into an alternative transaction prior to the
confirmation of the
reorganization plan by the Bankruptcy Court, AAP is entitled to a
return of the funds it has
delivered to Arbios, plus a 3% break up fee of amounts AAP has paid to
Arbios. In addition, a
portion of the deposit(s) may also be returned to AAP if the
reorganization plan is not confirmed by
the Bankruptcy Court.

"The reorganization plan contemplated by this term sheet would allow
Arbios to settle outstanding
liabilities, emerge from bankruptcy as a publicly traded company,
create an opportunity for
continued development of SEPET(TM), and potentially enable existing
shareholders to participate
in the Company's future," commented Shawn Cain, Interim President and CEO.

Arbios intends to file a motion to reorganize the Company according to
the terms outlined in the
term sheet with the Bankruptcy Court.  Under the term sheet, the
reorganization plan should be
confirmed by the Court on or before May 15, 2009.  However, there can
be no assurances that the
submitted reorganization plan will be acceptable to the Bankruptcy
Court or all of the Company's
relevant classes.

                Arbios' SEPET Liver Assist Device

The SEPET(TM) Liver Assist Device is an extracorporeal (outside
the body) liver assist device for blood purification of patients
suffering from cirrhosis due to chronic liver disease and who are
hospitalized with acute complications due to worsening liver
dysfunction and portal hypertension.  The SEPET(TM) device is a
sterile, disposable cartridge containing microporous hollow fibers
with proprietary permeability characteristics.  SEPET(TM) is
designed for use with standard blood dialysis systems available in
hospital intensive care units.

                    About Arbios Systems, Inc.

Arbios Systems, Inc. -- http://www.arbios.com-- has been engaged
in the development of proprietary medical devices to enhance the
survival of millions of patients each year who experience, or are
at risk for, life-threatening episodes of liver failure.  Arbios'
SEPET(TM) Liver Assist Device is a novel blood purification
therapy that provides enhanced "liver dialysis".

Arbios is a developmental stage company.  In its third quarter
2008 report on form 10-Q submitted to the Securities and Exchange
Commission, Arbios disclosed $620,564 in assets and total
liabilities of $856,828.


ARTISTDIRECT INC: Inks Corporate Controller Pact with Rousselet
---------------------------------------------------------------
ARTISTdirect Inc. and Rene Rousselet entered into an Employment
Agreement effective March 6, 2008, the company said in a filing
with the Securities and Exchange Commission.

Mr. Rousselet was employed to continue as the Company's Corporate
Controller and Principal Accounting Officer.  The employment is on
an "at will basis."  Effective February 1, 2009, Mr. Rousselet
will receive a salary of $14,583 per month subject to increases
and a bonus as determined by the Board of Directors, in its sole
discretion.  Mr. Rousselet was granted options to purchase 560,000
shares of the Common Stock of the company at $0.03 per share
vesting monthly over 36 months commencing February 1, 2009.  If
Mr. Rousselet's employment is terminated without cause, he will
receive his salary and vesting of options for an additional period
of three months from the date of termination.

A full-text copy of Mr. Rousselet's employment agreement is
available at no charge at:

               http://ResearchArchives.com/t/s?3a5b

Mr. Rousselet filed a Form 4 document with the Commission
disclosing the stock options.

Meanwhile, ARTISTdirect filed a Post Effective Amendment No. 6 to
its registration statement on Form S-1 to terminate the
effectiveness of the Registration Statement and to deregister all
of the Registered Shares remaining unsold under the Registration
Statement.  According to the company, 36,277,491 shares remain
unsold under the Registration Statement.  Post Effective Amendment
No. 6 became effective March 12, 2009.

ARTISTdirect initially registered for resale from time to time an
aggregate of 37,272,252 shares of its Common Stock pursuant to a
registration statement initially filed with the Commission on
November 10, 2005, and amended by Amendment No. 1 filed on
December 6, 2005, Post-Effective Amendment No. 1 filed April 20,
2006, Post-Effective Amendment No. 2 filed on June 29, 2007, Post-
Effective Amendment No. 3 filed on April 30, 2008, Post-Effective
Amendment No. 4 filed on May 29, 2008 and Post-Effective Amendment
No. 5 filed on June 6, 2008.

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

                          *      *     *

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

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

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


ASARCO LLC: Settles Environmental Claims for $1.1 Billion
---------------------------------------------------------
ASARCO LLC filed a motion with the U.S. Bankruptcy Court in Corpus
Christi, TX on Thursday under Rule 9019 of the Federal Rules of
Bankruptcy Procedure seeking the Court's approval to enter into
five settlement agreements that will resolve the vast majority of
its remaining environmental claims.

The federal government has described this as "the most complicated
environmental bankruptcy in United States history."  As part of
the global settlements, the company will allow general unsecured
claims in the total amount of approximately $835.7 million and
give $275.3 million in cash to federal and state governments to
pay its fair share of environmental liability at approximately 54
sites across the country -- making this the largest environmental
settlement in history.

"The proceeds from these global settlements will infuse much-
needed cash into federal and state coffers, allowing governments
to clean up some of the largest sites on the Superfund National
Priorities List," stated Mr. Joseph Lapinsky, ASARCO's Chief
Executive Officer.

ASARCO recently announced the signing of a new agreement to sell
substantially all of its operating assets to Sterlite (USA), Inc.
for $1.1 billion cash plus a senior secured, non-interest bearing
promissory note for $600 million, payable over nine years.  The
proposed sale, which ASARCO will seek to have approved as part of
a plan of reorganization and the proceeds of which would fund such
plan, coupled with these global settlements, are two major steps
towards a successful exit from bankruptcy.

U.S. Bankruptcy Court Judge Richard Schmidt will consider approval
of the settlements after a two-day hearing in May.

Bloomberg News, citing court records, said the government agencies
involved in the settlements originally claimed to be owed
$3.2 billion in clean-up costs.

According to Bloomberg's Steven Church, after the settlements are
approved, the agencies would collect as much as $1.1 billion, if
creditors in the case are paid in full.  The agencies will get
less if the Company doesn't raise enough money through its
reorganization to completely pay all of its debts.

ASARCO LLC -- http://www.asarco.com/-- is an integrated copper
mining, smelting and refining company with approximately 2500
employees.  The company operates three mines, associated mills and
a smelter in Arizona and a refinery complex in Texas, which
includes plants that produce copper rod and cake, precious metals
and by-products.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Files Motion to Pursue $1-Bil. Asset Sale to Sterlite
-----------------------------------------------------------------
ASARCO LLC and its debtor affiliates has formally informed the
U.S. Bankruptcy Court for the Southern District of Texas of their
modified sale transaction and settlement with Sterlite (USA),
Inc., pursuant to Section 363 of the Bankruptcy Code.

The New Sterlite PSA, which will be implemented under an amended
plan of reorganization, provides for the sale of ASARCO's
operating assets to Sterlite for:

  (a) $1.1 billion in cash;

  (b) assumption of the liabilities that were to be assumed
      under the Original Sterlite PSA; and

  (c) a non-interest bearing, secured $600 million note, payable
      over nine years.

The New Sterlite deal comes at a critical time in ASARCO's three-
and-a-half-year-old bankruptcy case, according to Jack L. Kinzie,
Esq., at Baker Botts L.L.P., in Dallas, Texas.  He avers that the
ASARCO board of directors and advisors, together with its key
creditor constituents, examined various plan alternatives and
considered the anticipated assets available to the bankruptcy
estates, including (i) an estimated $1.275 billion cash on hand
at the end of March 2009, (i) the enterprise value of ASARCO,
(iii) the fraudulent transfer litigation against ASARCO's
indirect parent, Americas Mining Corporation and Asarco
Incorporated, and (iv) a breach of contract claim against
ASARCO's former plan sponsor, Sterlite and affiliated parties.

The goal of the ASARCO Board, Mr. Kinzie notes, has been to
maximize the value of the Debtor's assets under a plan of
reorganization and to negotiate a consensual structure of the
Plan.  Ultimately, after four months of vigorous negotiations
with Sterlite, the Board believes that a modified transaction and
settlement with Sterlite would yield the highest and best value
for the Debtors' estates and creditors.

The New Sterlite Deal is memorialized in a new purchase and sale
agreement entered into by the Debtors, as sellers; Sterlite USA,
as purchaser; and Sterlite Industries (India) Ltd., as guarantor,
on March 6, 2009.  Nevertheless, ASARCO seeks to subject the New
Sterlite PSA to higher and better acquisition proposals.

The other salient terms of the New Sterlite PSA are:

  * Secured $600MM Note.  The $600 million face amount of the
    Secured Note is subject to a post-closing, working capital
    adjustment based on the difference between the levels of
    accounts receivable, accounts payable, and market value of
    inventory at the closing date and $253 million.  The
    principal amount of the Note, as adjusted up or down by
    working capital items, is the "Maximum Principal Amount."
    The Note is secured by certain of the Assets being purchased
    by Sterlite, and provides that if in any year during the
    Note's term the average copper daily price exceeds $6,000
    per metric tonne, Sterlite will make a payment pursuant to a
    certain formula set forth in the Note.

  * Sterlite Deposit.  Sterlite has agreed to a deposit in the
    form of three letters of credit to be issued by ABN AMRO
    Bank N.V., Chicago, in favor of ASARCO for the total amount
    of $125 million.  Letters of credit for $100 million have
    been delivered, and the remaining $25 million will be
    delivered if and when Sterlite's disclosure statement is
    approved.

  * No-Shop Covenant.  The New Sterlite PSA includes a limited
    non-solicitation covenant or the "No-Shop Covenant," coupled
    with a "Fiduciary Out" that gives ASARCO termination rights
    to pursue:

       (x) a superior proposal, if the Board determines in good
           faith that such action is necessary to comply with
           its fiduciary duties under applicable law; or

       (y) a more favorable stand-alone plan that is supported
           by ASARCO.

    For a proposal to be considered "superior," it must provide
    at least $51 million, which is equal to $25 million plus a
    $26 million break-up fee, more value than the New Sterlite
    PSA.

    The No-Shop Covenant is similar to the covenant the Court
    approved in connection with the Original Sterlite PSA,
    except that it is not effective until entry of an order
    approving the Sterlite Settlement Request.  Prior to the
    approval, Sterlite has agreed to a "Go-Shop Covenant,"
    whereby ASARCO and its advisors may use the New Sterlite PSA
    to solicit an alternate transaction for the Assets without
    any restrictions.

  * Back-up Bid Option.  In the event ASARCO terminates the New
    Sterlite PSA by exercising the Fiduciary Out to pursue a
    Superior Proposal or a Stand-Alone Plan, but the alternative
    transaction does not close, Sterlite has a back-up bid
    option, under which ASARCO must offer Sterlite the right to
    consummate the transaction on substantially the same terms
    as the New Sterlite PSA.

  * Bid Protections.  To incentivize Sterlite to enter into the
    modified transaction while allowing the Board to continue to
    exercise its duty to maximize the value of the ASARCO Assets
    through alternative transactions, the New Sterlite PSA
    provides Sterlite bid protections.

       (x) Upon the consummation of a superior acquisition
           proposal that meets the Superior Proposal Threshold
           or a more favorable stand-alone plan supported by the
           Board following a termination pursuant to ASARCO's
           Fiduciary Out, Sterlite will receive a $26 million
           break-up fee.  The Break-up Fee is, depending on the
           discount rate used to calculate the present value of
           the Note, is approximately 2% of the total purchase
           price consideration.

       (y) The New Sterlite PSA also contains a matching right
           and provides for an expense reimbursement of up to
           $10 million in certain circumstances.  The Matching
           Right allows Sterlite to match any subsequent
           acquisition proposal without having to meet the
           Superior Proposal Threshold.

              Sterlite Settlement & Release Request

Sterlite has refused to entertain any purchase and sale
transaction that does not include a release of the Debtors'
claims for breach of the Original Sterlite PSA, according to Mr.
Kinzie.  After substantial negotiations, the Debtors ultimately
agreed to a release as part of a global compromise, but only upon
the occurrence of certain limited conditions.

The limited conditions are:

  (1) The closing of the transaction contemplated by the New
      Sterlite PSA; or

  (2) The termination of the New Sterlite PSA due to the Court's
      approval of a bona fide written acquisition proposal that
      the ASARCO Board determines in good faith (i) is
      reasonably likely to be consummated in a timely manner,
      (ii) would result in a transaction more favorable to
      ASARCO and its stakeholders than the transactions under
      the New Sterlite PSA, and (iii) provides deemed value to
      ASARCO and its estate that exceeds by at least the
      Superior Proposal Threshold the deemed value of the New
      Sterlite PSA; and the subsequent consummation of that
      Superior Proposal between ASARCO and a third party; or

  (3) The termination of the New Sterlite PSA due to the Court's
      approval of a stand-alone plan, which the Board approves
      and determines would be more favorable than the New
      Sterlite PSA and is supported by ASARCO; and the
      subsequent consummation of that Stand-Alone Plan; or

  (4) The termination of the New Sterlite PSA due to these
      reasons:

       * Failure to meet any of these deadlines:

           (i) approval of the Sterlite disclosure statement by
               May 31, 2009, which may be extended through
               July 1, 2009;

          (ii) confirmation of the Sterlite Plan by August 31,
               2009, which may be extended through September 30,
               2009;

         (iii) closing by November 30, 2009, which may be
               extended through December 31, 2009;

       * ASARCO's breach of any representation, warranty or
         covenant, which would result in a failure of a
         condition to Sterlite's obligation to close and which
         is not cured pursuant to the New Sterlite PSA; or

       * Rejection by asbestos or governmental environmental
         creditors if the Sterlite Plan is submitted for voting.

      Subsequent to the termination of the Sterlite PSA, a
      Superior Proposal between ASARCO and a third party must
      also be consummated, provided that a definitive agreement
      with respect to the Superior Proposal is signed within 180
      days after termination of the New Sterlite PSA; or

  (5) The termination of the New Sterlite PSA, after a 60-day
      notice and cure period, due to an intentional and willful
      material breach of any of these obligations of the
      Debtors, as sellers:

       * The covenant prohibiting any interim sale or other
         disposition of the Assets, other than inventory and
         receivables;

       * ASARCO's obligation to use reasonable best efforts to
         obtain prompt entry of the plan confirmation order;

       * ASARCO's obligation to provide Sterlite final drafts of
         relevant documents and filings, and ASARCO's obligation
         not to amend certain pleadings to the extent that
         amendment may be reasonably expected to have a material
         adverse effect on Sterlite or Sterlite India or on the
         ability of the parties to close the transactions under
         the New Sterlite PSA;

       * ASARCO's covenant to file a motion as necessary to
         extend exclusivity;

       * the No-Shop Covenant; or

       * ASARCO's obligation to provide Sterlite with
         information needed to exercise its Matching Right.

If none of the conditions occurs or if Sterlite materially
breaches the New Sterlite PSA, Sterlite does not receive the
contemplated Release and the Debtors may pursue all of their
claims against Sterlite and Sterlite India under the Original
Sterlite PSA.

A full-text copy of the New Sterlite Deal is available for free
at:


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

The Settlement Request does not seek approval of the sale
transaction contemplated by the New Sterlite PSA, which will
instead be evaluated by all stakeholders and the Bankruptcy Court
as part of confirmation of an amended Sterlite-sponsored plan of
reorganization, Mr. Kinzie clarifies.  Rather, by this motion,
ASARCO only seeks approval of:

  (a) the settlement and conditional release contained in the
      New Sterlite PSA;

  (b) the back-up bid provisions in the New Sterlite PSA; and

  (c) the revised bid protections, consisting of the Break-up
      Fee, No-Shop Covenant with Fiduciary Out, Matching Right,
      Superior Proposal Threshold, and Expense Reimbursement.

ASARCO asserts that the proposed Sterlite Settlement is fair and
reasonable, taking into account the uncertainty and likely length
and cost of litigating the disputes surrounding the Original
Sterlite PSA; the relevant information concerning current and
projected copper, financial and credit markets, reorganization
alternatives reasonably available to the Debtors; and the views
and concerns of the major creditor constituents.

Judge Richard Schmidt will convene a hearing on April 9, 2009, to
consider approval of the Sterlite Settlement.  Objections must be
filed no later than April 1.

The Court has also set these schedules with respect to the
Settlement Request:

March 20, 2009   Deadline to serve discovery requests
March 24, 2009   Deadline to submit deposition notice requests
March 25, 2009   Deadline to serve deposition witness lists
March 27, 2009   Deadline for responses to discovery requests
March 27, 2009   Completion of the production of documents
March 30, 2009   Commencement of depositions
April 3, 2009    Last day for depositions
April 3, 2009    Deadline for parties to file and serve witness
                    lists and proffers

In a separate request, ASARCO sought and obtained the Court's
approval on the form, manner, and sufficiency of a notice of
hearing on the Settlement Request.

To notify potential purchasers of the arrangement with Sterlite
and to further expand its marketing and solicitation efforts to
the broadest universe of potential plan sponsors, ASARCO will
publish the Hearing Notice, which will be modified for
publication, once in The Wall Street Journal and once in one or
two of the leading trade journals in the mining industry in
advance of the hearing to approve the Settlement.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Seeks Approval of Plan-Related Discovery Procedures
---------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to establish objection deadlines and uniform
discovery procedures to govern:

  (a) its request for the approval of a settlement and release
      with Sterlite (USA), Inc., and certain revised bid
      protections contained in its new purchase and sale with
      Sterlite;

  (b) approval of a disclosure statement in support of the
      Debtors' third amended joint plan of reorganization; and

  (c) confirmation of the Debtors' Plan, which will be submitted
      in the coming months.

The Debtors also seek (i) approval of the notice to be sent to
creditors of the objection deadline for the approval of an
amended Disclosure Statement, and (ii) guidance from the Court on
the procedure for conducting the confirmation hearing as it
relates to the entry of a channeling injunction under Section
524(g) of the Bankruptcy Code.

The Debtors relate that they intend to file a Third Amended Plan
and Third Amended Disclosure Statement on March 16, 2009, and
propose that the Court set April 17, 2009, as the deadline by
which parties can file objections to the Third Amended Disclosure
Statement.  The Debtors' exclusive plan filing period expires on
March 17.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
elaborates that the Third Amended Disclosure Statement the
Debtors have yet to file is an update to the "Disclosure
Statement in Support of the Debtors' Second Amended Joint Plan of
Reorganization under Chapter 11 of the United States Bankruptcy
Code" and the "Disclosure Statement in Support of the Parent's
and AMC's Second Amended Plan of Reorganization for ASARCO LLC,
Southern Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO Master,
Inc. under Chapter 11 of the United Sates Bankruptcy Code," which
Judge Richard Schmidt approved on September 25, 2008.

Mr. Kinzie assures Judge Schmidt that the Debtors will resolve
informal objections submitted by letter or e-mail and formal
objections to the Third Amended Disclosure Statement and thus, no
discovery will be necessary.

The Debtors also propose that the Court establish these deadlines
related to the hearings on the Third Amended Disclosure Statement
approval and Plan confirmation:

   April 17, 2009   Deadline to file Disclosure Statement
                    objections

   April 28, 2009   Disclosure Statement hearing

   May 4, 2009      Deadline to file Notice of Intent

   May 5, 2009      Deadline for Debtors to file
                    confirmation service list

   May 6, 2009      Deadline for parties to serve
                    confirmation discovery requests

   May 13, 2009     Deadline for parties to serve
                    responses to written discovery

   May 20, 2009     Deadline for parties to complete
                    production of documents

   May 25, 2009     Deadline for parties to file and
                    serve confirmation witness lists

   May 26, 2009     Deadline for parties to serve
                    confirmation deposition witness lists

   May 28, 2009     Deadline for parties to reach agreement
                    on deposition schedules

   June 1, 2009     Deadline for parties to commence
                    depositions of fact witnesses

   June 1, 2009     Deadline for parties to file and
                    serve objections to the Plan

   June 5, 2009     Deadline for parties to serve expert reports

   June 10, 2009    Deadline for parties to identify
                    rebuttal experts

   June 12, 2009    Deadline for parties to serve rebuttal
                    expert reports

   June 16, 2009    Deadline for parties to commence
                    depositions of expert witnesses

   June 19, 2009    Confirmation deposition cutoff date

   June 26, 2009    Pre-Confirmation status conference

   June 29 to
   July 2, 2009     Confirmation Hearing

   July 6-7, 2009   Confirmation Hearing, if necessary

The Debtors tell Judge Schmidt that they have been informed by
Robert C. Pate, the future claims representative, and the
Official Committee of Asbestos Claimants that neither party
supports nor objects to the proposed Sterlite sale at this time.
The parties, however, reached an agreement in principle to a
mediated settlement with ASARCO, which the Debtors continue to
support.  The settlement was conditioned on the FCR's and the
Asbestos Committee's support for the Debtors' Plan.

The Debtors remain optimistic that further Plan negotiations will
result in the FCR and the Asbestos Committee giving their full
support for the Debtors' Plan.  Mr. Kinzie notes that absent an
asbestos-related settlement, the Court would need to schedule a
hearing on the estimation of the Debtors' asbestos liability in
advance of the Plan's confirmation.

ASARCO also seeks guidance from the Court regarding the most
efficient way to conduct the Confirmation Hearing to address the
Section 524(g) channeling injunction in light of these three
objectives:

  (i) Elimination of any dispute or uncertainty relating to
      jurisdiction or authority regarding the requested
      confirmation order and the channeling injunction provided
      in the Debtors' Plan;

(ii) The appeal process will be expedited by clarifying the
      appellate procedure; and

(iii) Relevant deadlines in the New Sterlite PSA are met to
      eliminate risk to the bankruptcy estates.

To ensure an orderly discovery process in connection with the
Confirmation Hearing, the Debtors propose that any party wanting
to participate in discovery should serve a notice of intention to
participate no later than May 4, 2009.  Parties deemed to be
"Objectors" for purposes of the Confirmation discovery include:

  -- The Debtors,
  -- The Parent,
  -- The Official Committee of Unsecured Creditors,
  -- The Asbestos Committee,
  -- The FCR,
  -- The U.S. Dept. of Justice
  -- The U.S. Dept. of Environment & Natural Resources Division,
  -- The states of Washington, Arizona, Montana, Missouri, and
     Texas, and
  -- The United Steelworkers Union.

Any party not filing a timely Notice of Intent may still attend,
but not participate in, any Confirmation depositions, provided
that the party may prosecute its timely objections to
confirmation of the Plan during the Confirmation Hearing.  To
facilitate an organized discovery process, the Debtors will
prepare and file by May 5, 2009, a list of the parties entitled
to participate in all confirmation discovery.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Won't Name New Consultant in AMC Dispute
----------------------------------------------------
ASARCO LLC seeks permission from Judge Richard Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to employ a
certain professional to provide consulting services to its counsel
in connection with its objection to Administrative Claim No. 18571
filed by Americas Mining Corporation and ASARCO Incorporated.

ASARCO's Employment Application is being filed on a no-name basis
to avoid disclosure of the professional's identity and other
details of the retention and scope of work, Jack L. Kinzie, Esq.,
at Baker Botts L.L.P., in Dallas, Texas, tells the Court.  He
notes that the professional is now being retained as a consulting
expert to ASARCO's counsel, and a decision as to whether the
professional will testify as an expert in connection with the
claim objection will be made at a later time.

Mr. Kinzie says given that the deadline to designate expert
witnesses is not until April 13, 2009, it is unnecessary to
require disclosure of a potential testifying expert witness
before other parties are required to do the same.  Therefore,
ASARCO also seeks to file the Consulting Expert's
disinterestedness affidavit under seal upon entry of an order on
the Application.  The Disinterestedness Affidavit will set forth
any connections that the Consulting Expert may have with the
Debtors, their affiliates, their creditors, and other known
parties-in-interest.

The Consulting Expert will be paid in an hourly rate of $780, and
will be paid "travel time portal to portal and time for any fee
applications required."  The Consulting Expert will also be
reimbursed for its necessary expenses.  Given the nature and
scope of the issues on which ASARCO has sought the Consulting
Expert's expertise and judgment, ASARCO consent that the
Consulting Expert may consult with other members of its firm and
if it does, the necessary services of those members will be paid
for at the firm's customary rates.

The Consulting Expert has represented to ASARCO and its counsel
that it does not have or represent any interest adverse to the
Debtors or their bankruptcy estates on the matters for which it
is being retained, and it otherwise meets the "disinterested
person" definition as set forth in Section 101(14) of the
Bankruptcy Code.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


AXCELIS TECHNOLOGIES: Sale Closing Delay to Threaten Going Concern
------------------------------------------------------------------
Axcelis Technologies, Inc., expects the sale of its investment in
a joint venture, SEN Corporation, to close on March 31, 2009.  The
company said management is currently evaluating whether there is
substantial doubt about the company's ability to continue as a
going concern through December 31, 2009, if it closes this
transaction.

On February 26, 2009, the company, Sumitomo Heavy Industries,
Ltd., and SEN Corporation entered into a Share Purchase Agreement
pursuant to which the company will sell to SHI all of the
company's common shares in SEN in exchange for a cash payment of
JPY13 billion on the later of March 31, 2009 or the date on which
certain closing conditions are satisfied.  Axcelis and SHI each
own 50% of the outstanding common shares of SEN, a Japanese
corporation which holds a license from Axcelis to make and sell
certain ion implanters in Japan.

On March 2, 2009, the company purchased a foreign exchange option
to hedge the proceeds from the transaction.  The option insures
proceeds of roughly $132.7 million before advisor fees and other
expenses.  A portion of the net proceeds under the Share Purchase
Agreement will be used to discharge the company's obligations
under its 4.25% Convertible Senior Subordinated Notes.

Should this transaction fail to close by March 31, 2009, due to
the fact that the company's debt will continue to be in default
because the company will not have the ability to repay it, the
company said its annual report on Form 10-K will disclose that
there is substantial doubt about the company's ability to continue
as a going concern through December 31, 2009.  No assurances can
be given that the closing will occur on March 31, 2009 or at all.

                 Default Under 4.25% Sr. Sub Notes

As reported by the Troubled Company Reporter, the company failed
to repay the outstanding principal amount of its 4.25% Convertible
Senior Subordinated Notes plus a maturity premium and accrued
interest -- a total of roughly $85 million -- on
January 15, 2009.

The company and U.S. Bank National Association, as trustee, are
parties to an Indenture dated as of May 2, 2006, relating to the
Senior Subordinated Notes.  Pursuant to the Indenture and as a
result of the company's default, the company is required to pay,
upon demand of the trustee, the entire overdue amount, plus
interest at a rate of 8.0% per annum, plus certain additional
costs and expenses associated with the collection of such amounts.

In January 2009, the Trustee filed a complaint in U.S. District
Court in New York seeking a judgment for the amount due on the
Senior Subordinated Notes.  The company acknowledges the debt and
has been engaged in various efforts to obtain liquidity to allow
repayment to the debt holder.

                 About Axcelis Technologies, Inc.

Axcelis Technologies, Inc. -- http://www.axcelis.com--
headquartered in Beverly, Massachusetts, provides innovative,
high-productivity solutions for the semiconductor industry.
Axcelis is dedicated to developing enabling process applications
through the design, manufacture and complete life cycle support of
ion implantation and cleaning systems. Axcelis also licenses its
50% owned joint venture, SEN Corporation, an SHI and Axcelis
Company, to manufacture and sell certain implant products in
Japan.


AXCELIS TECHNOLOGIES: To Delay Filing of 2008 Annual Report
-----------------------------------------------------------
Axcelis Technologies, Inc., is unable to file its Annual Report on
Form 10-K for the period ended December 31, 2008, within the
prescribed time period without unreasonable effort and expense
because extra time is needed to determine the amount by which the
company's long-lived assets and goodwill have been impaired.

In connection with the preparation of the financial statements for
the fiscal year ended December 31, 2008, and following discussions
with its Audit Committee, management concluded that, due to the
continuing downturn in the semiconductor industry and the global
economy, the company's long-lived assets and goodwill have been
impaired.  The company has experienced resource limitations that,
along with management's focus on the business implications of the
default on its debt and the complex calculations required to
measure impairment, have delayed completion of the valuations
required to determine the extent of the impairment charges and
delayed the preparation of its financial statements.  The company
expects to file the Form 10-K on or before March 31, 2009, the
15th calendar day following the prescribed due date.

The company expects to recognize revenue of $250.2 million for the
2008 fiscal year, compared to $404.8 million for the 2007 fiscal
year.  The company expects operating expenses for the 2008 fiscal
year, exclusive of the impairment charge, to be roughly $160.4
million, compared to $173.5 million for the 2007 fiscal year.  The
company expects to record impairment charges and charges for
excess inventory ranging between $99.0 million and $127.0 million
for the 2008 fourth quarter and 2008 fiscal year.  The company
does not anticipate any future cash expenditures in connection
with these impairment charges.

Inclusive of the charges, the company expects to record a net loss
ranging between roughly $129.2 million and $157.2 million for the
2008 fourth quarter compared with a net loss of
$10.6 million for the 2007 fourth quarter; and a net loss ranging
between approximately $184.5 million and $212.5 million for the
2008 fiscal year compared with a net loss of $11.4 million for the
2007 fiscal year.

The company cautioned that the numbers are estimates only and are
subject to change following the completion of management's review.

                 Default Under 4.25% Sr. Sub Notes

As reported by the Troubled Company Reporter, the company failed
to repay the outstanding principal amount of its 4.25% Convertible
Senior Subordinated Notes plus a maturity premium and accrued
interest -- a total of roughly $85 million -- on
January 15, 2009.

The company and U.S. Bank National Association, as trustee, are
parties to an Indenture dated as of May 2, 2006 relating to the
Senior Subordinated Notes.  Pursuant to the Indenture and as a
result of the company's default, the company is required to pay,
upon demand of the trustee, the entire overdue amount, plus
interest at a rate of 8.0% per annum, plus certain additional
costs and expenses associated with the collection of such amounts.

In January 2009, the Trustee filed a complaint in U.S. District
Court in New York seeking a judgment for the amount due on the
Senior Subordinated Notes.  The company acknowledges the debt and
has been engaged in various efforts to obtain liquidity to allow
repayment to the debt holder.

                 About Axcelis Technologies, Inc.

Axcelis Technologies, Inc. -- http://www.axcelis.com--
headquartered in Beverly, Massachusetts, provides innovative,
high-productivity solutions for the semiconductor industry.
Axcelis is dedicated to developing enabling process applications
through the design, manufacture and complete life cycle support of
ion implantation and cleaning systems. Axcelis also licenses its
50% owned joint venture, SEN Corporation, an SHI and Axcelis
Company, to manufacture and sell certain implant products in
Japan.


BELL BUSINESS: Legacy Wants to Extend $250,000 to Finance Payroll
-----------------------------------------------------------------
Legacy Bank, a secured creditor of Scottsdale Auto Salon, LLC, and
Bell Business Associates, LLC, asks the U.S. Bankruptcy Court for
the District of Arizona to enter an emergency interim and a final
order authorizing:

   i) Legacy to provide postpetition financing for Debtors'
      business, long as it is under the control of the Receiver,
      a Chapter 11 Trustee, or other independent third party
      acceptable to Legacy, consistent with the arrangement
      approved in Maricopa County Superior Court receivership
      proceedings, secured by a superpriority lien on Debtors'
      real and personal property assets; and

  ii) the immediate payment of pre-petition payroll and critical
      expenses.

On Dec. 17, 2008, Legacy Bank filed a complaint against Bell and
requested for an appointment of a receiver in Maricopa County
Superior Court.  The state court approved the application and
appointed Michael Crook as the receiver for the Debtors' business
effective Jan. 26, 2009.  Mr. Cook hired Twins Management, Inc. to
operate the business.

The Debtors are indebted to Legacy Bank by $11,756,400 as of
March 5, 2009, secured by a first lien on Debtors' real and
personal property, pursuant to a Promissory Note dated Jan. 24,
2007, in the original principal amount of $10,500,000; Change in
Terms Agreement dated July 24, 2008; Construction Loan Agreement
dated Jan. 24, 2007; Construction Deed of Trust dated Jan. 24,
2007, recorded with the Maricopa County Recorder Jan. 26, 2007;
Commercial Security Agreement dated Jan. 24, 2007; UCC-1 Financing
Statement dated Jan. 24, 2007, recorded with the Maricopa County
Recorder on Jan. 26, 2007; and UCC-1 Financing Statement recorded
with the Arizona Secretary of State on July 11, 2008.  Payment of
the Note was guaranteed by the C. Arnold Curry Trust, the Cara
Jean Curry Trust, C. Arnold Curry individually, and Cara Jean
Curry.  The Note, as extended, matured by its terms on Sept. 24,
2008, has not been paid, and is now in default.

Based on a July 2008 appraisal of the Debtors' property at
$9,000,000, Legacy believes that its claim exceeds the value of
its collateral by more than $2,000,000.

                     Salient Terms of the Loan

Legacy proposes to provide the Estate with a revolving line of
credit of up to $250,000 on an administrative superpriority basis,
secured by a superpriority lien on Debtors' assets.

The purpose of the Post-Petition Loan is to provide a means of
financing (a) immediate payment of pre-petition payroll and
critical expenses, and (b) post-petition expenses of the Business
to the extent necessary; in either case, Legacy will have the
right to approve, and will fund only approved and reasonable
expenses.

The Estate will pay down the Post-Petition Loan as cash flow
reasonably allows, and any unpaid balance of the Post-Petition
Loan will in all events be payable in full on the Effective Date
of any confirmed plan of reorganization in these cases.

The Post-Petition Loan will only be available so long as the
representative of the Estates with authority to operate the
Business and incur debt on the Estates' behalf is:

   a) the Receiver;

   b) a Chapter 11 Trustee appointed pursuant to the Court's
      order; or

   c) an independent third party acceptable to Legacy in its sole
      discretion.

It will be a default under the Post-Petition Loan, terminating the
Post-Petition Loan and making the entire balance of the Post-
Petition Loan immediately due and payable, if possession or
control of the Business is returned to the Debtors, J. Arnold
Curry, Cara Jean Curry, Joseph Curry or Mark Curry, or anyone
designated by them.

The Post-Petition Loan will bear interest at prime plus 2%, will
be for a term of 6 months, renewable for an additional 6 months
without further Court approval.  Legacy and the representative of
the Estates authorized to negotiate with Legacy will agree on
documentation of the Post-Petition Loan, which will contain
reasonable, ordinary and necessary terms.

There has been one other offer of financing, the principal of the
Debtors, C. Arnold Curry, has offered to loan up to $200,000,
conditioned on Debtors regaining control of the Business.

Legacy relates that it is a lender in good faith.  The post-
petition financing does not improve Legacy's position, does not
propose Debtors waive any rights or claims against an existing
creditor, stipulate to an existing claim amount, nor stipulate to
the validity or priority of existing liens.

                  About Bell Business Associates

Bell Business Associates, L.L.C., doing business as Scottsdale
Auto Salon, holds title to the real estate, and SAS operates a
two-lane car wash catering to luxury vehicles, an auto detailing
center, fueling stations, food service center and convenience
store, located at 9393 E. Bell Road, Scottsdale, Arizona 85260.

On Dec. 17, 2008, Legacy Bank, a secured creditor, filed a
complaint against Bell and requested for an appointment of a
receiver in Maricopa County Superior Court.  On Jan. 23, 2009, the
state court issued its written order appointing Michael Crook as
the receiver for the Business effective Jan. 26, 2009.  Mr. Cook
hired Twins Management, Inc. to operate the business.

Bell Business Associates, L.L.C. and Scottsdale Auto Salon LLC
filed for Chapter 11 protection on March 5, 2009, (Bankr. D. Ariz.
Lead Case No.: 09-04003) Warren J. Stapleton, Esq. at Osborn
Maledon PA respresents the Debtors in their restructuring efforts.
The Debtors listed estimated assets of $10 million to $50 million
and estimated debts of $10 million to $50 million.


BELL BUSINESS: Court Okays Osborn Maledon as Bankruptcy Counsel
---------------------------------------------------------------
Bell Business Associates, L.L.C., and Scottsdale Auto Salon LLC
obtained authority from the U.S. Bankruptcy Court for the District
of Arizona to employ Osborn Maledon, P.A. as counsel.

Osborn Maledon has agreed to:

   a. advise the Debtor of its rights, powers and duties in this
      case;

   b. assist the Debtor in preparation of the Debtor's voluntary
      Chapter 11 Petition and Statements and Schedules;

   c. assist the Debtor in the formulation, preparation and
      prosecution of a plan of reorganization and related
      disclosure statement, well as the agreement, if any, as may
      be necessary or proper to implement the plan;

   d. assist the Debtor's conduct of litigation; and other
      matters related to the administration and conduct of
      Debtor's Chapter 11 case;

   e. assist and advise the Debtor in its discussions with
      creditors relating to the administration of this case;

   f. assist the Debtor in reviewing claims asserted against it
      and in negotiating with claimants asserting the claims;

   g. assist the Debtor in examining and investigating potential
      preferences, fraudulent conveyances, and other causes of
      action;

   h. represent the Debtor at all hearings and other proceedings;

   i. review and analyze all motions, applications, orders and
      other pleadings and papers filed with the Court, and advise
      the Debtor with respect thereto;

   j. advise the Debtor concerning, and prepare on behalf of the
      Debtor, all motions, applications, complaints, replies,
      objections, answers, draft orders, other pleadings, notices
      and other documents that may be necessary and appropriate
      in furtherance of the Debtor's interests, duties and
      objectives; and

   k. perform the other legal services as may be required or
      appropriate in accordance with the Debtor's powers and
      duties under the Bankruptcy Code.

Osborn Maledon will be paid for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date that services are rendered.  The court
document did not specify the hourly rates of the firm.

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

                  About Bell Business Associates

Bell Business Associates, L.L.C., doing business as Scottsdale
Auto Salon, holds title to the real estate, and SAS operates a
two-lane car wash catering to luxury vehicles, an auto detailing
center, fueling stations, food service center and convenience
store, located at 9393 E. Bell Road, Scottsdale, Arizona 85260.

On Dec. 17, 2008, Legacy Bank, a secured creditor, filed a
complaint against Bell and requested for an appointment of a
receiver in Maricopa County Superior Court.  On Jan. 23, 2009, the
state court issued its written order appointing Michael Crook as
the receiver for the Business effective Jan. 26, 2009.  Mr. Cook
hired Twins Management, Inc. to operate the business.

Bell Business Associates, L.L.C. and Scottsdale Auto Salon LLC
filed for Chapter 11 protection on March 5, 2009, (Bankr. D. Ariz.
Lead Case No.: 09-04003) Warren J. Stapleton, Esq. at Osborn
Maledon PA respresents the Debtors in their restructuring efforts.
The Debtors listed estimated assets of $10 million to $50 million
and estimated debts of $10 million to $50 million.


BERNARD L. MADOFF: Prosecutors to Seek Forfeiture of Assets
-----------------------------------------------------------
Court documents say that federal prosecutors said that they will
seek forfeiture of Bernard Madoff's millions of dollars in
property and cash.

Chad Bray and Amir Efrati at The Wall Street Journal report that
the prosecutors are eyeing Mr. Madoff's:

     -- $17 million in cash;

     -- $45 million in bonds;

     -- the Madoff's $7 million Upper East Side penthouse
        apartment;

     -- a $3 million home in Montauk, N.Y.;

     -- an $11 million home in Palm Beach, Florida;

     -- a $1 million villa in Cap d'Antibes, France;

     -- boats; and

     -- cars.

According to WSJ, prosecutors said that they could seek more than
$170 billion in forfeiture, including money and property traceable
to the fraud.  Much of the $170 billion amount, says WSJ, comes
from funds deposited by investors into Mr. Madoff's fraudulent
investment operation and later dispersed to other investors.

As reported by the Troubled Company Reporter on March 16, 2009,
Mr. Madoff disclosed $823 million to $826 million in assets weeks
after his Ponzi scheme was disclosed.  Most of Mr. Madoff's assets
came in the $700 million he valued for Bernard L. Madoff
Investment Securities.  Many of the assets, except one of four
houses, were held in Ruth Madoff's name.

WSJ relates that Mrs. Madoff's lawyers would argue that their
client is independently wealthy and that not all of her holdings
were acquired through the fraud.  Ms. Madoff hasn't been charged
with any wrongdoing, says WSJ.  Mr. Madoff's lawyers said in court
documents said that Mrs. Madoff bought the New York apartment, the
French villa, and the Palm Beach residence.  WSJ states that the
Montauk home was jointly acquired by the Madoffs in 1979.

Prosecutors, according to WSJ, said that they are seeking
forfeiture of $17 million in cash held in a bank account in Mrs.
Madoff's name and $45 million in municipal bonds held in her name
at Cohmad Securities Corp.  WSJ notes that prosecutors hope to
grab cars, a Steinway piano, and $65,000 in silverware, that are
under Mrs. Madoff's name.

Citing a person familiar with the matter, WSJ states that Mrs.
Madoff received $10 million from her father several decades ago,
plus an inheritance.  The sources said that the government is
aware that Mrs. Madoff is independently wealthy and wouldn't have
accepted the terms of Mr. Madoff's bail if they believed that
investors' funds were being used to secure the bail, WSJ relates.

The government, after Mr. Madoff is sentenced, would have a
relatively easy time getting a federal judge to sign a
"preliminary order of forfeiture" for Mrs. Madoff's assets because
they could argue the assets were secured using money traced back
to Mr. Madoff's fraud, WSJ says, citing former New York federal
prosecutor said Dan Ruzumna.  "In this environment, it will be
difficult for her to prove the entire stock of assets she has now
is traceable to legitimate sources," the report quoted Mr. Ruzumna
as saying.

Court documents say that Irving H. Picard, the court-appointed
trustee who is liquidating Bernard L. Madoff Investment and
recovering assets for victims, sought to hire lawyers in Gibraltar
to confiscate $50 million to $75 million in Madoff assets located
there.

                     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.


BETHANY GROUP: Robert Mosier Eyed as Receiver for Affiliates
------------------------------------------------------------
Mark Mueller at Orange County Business Journal reports that the
U.S. Bankruptcy Court for the Central District of California is
expected to appoint Robert Mosier at turnaround management company
Mosier & Co. as receiver for Bethany Group's bankrupt affiliates.

According to Orange County Business, Bethany hasn't filed for
bankruptcy, but published reports say that the properties were put
into receivership.  Evan Smiley -- a partner with Costa Mesa's
Weiland, Golden, Smiley, Wang, Ekvall & Strok LLP, which is
representing Bethany -- said that the Company didn't default on
any of its payments to its lenders, Orange County Business states.
Citing Mr. Smiley, Orange County Business relates that investors
including Lehman declared that Bethany's covenants were in default
and started directly taking the Company's funds, leaving no money
to pay workers and vendors.  The bankruptcy filings by the
Company's affiliates will let Bethany use its money to pay
expenses, the report says, citing Mr. Smiley.

The Bethany Group -- http://www.thebethanygroup.ca/-- is a faith-
based organization that operates a wide range of homes and
services for older, disabled and vulnerable people, with varying
levels of health care and hospitality services.  The range of
services offered by the organization include: continuing care,
Rosehaven Provincial Program, designated assisted living, seniors
supportive living, seniors lodges, seniors apartments, and a
variety of housing programs for affordable family housing.

As reported by the Troubled Company Reporter on March 9, 2009,
Bethany Group affiliates filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Central District
of California.  The bankruptcy filings were for several thousand
apartments in three portfolios of properties in Maryland and
Texas.  Bethany Group has a total of seven portfolios of
apartments, totaling an estimated 15,000 apartments, but the other
four portfolios aren't included in the bankruptcy filing.  Bethany
Group's lawyers said that secured debt on the three portfolios
totaled about $400 million.


BLOCKBUSTER INC: Will Dodge Bankruptcy, Analysts Say
----------------------------------------------------
Analysts said that Blockbuster Inc. would reach a credit agreement
and would ward off bankruptcy, Emily Steel at The Wall Street
Journal reports.

Citing Wedbush Morgan Securities analyst Michael Pachter, WSJ
relates that Blockbuster had $100 million in free cash flow last
year and could have $200 million in free cash flow this year.
Mr. Pachter, according to WSJ, said that at those rates,
Blockbuster could pay off its debt by 2012.  "The only thing that
would keep any of this from happening is if the business erodes,"
the report quoted Mr. Pachter as saying.

According to WSJ, Blockbuster will release this week results for
its fourth quarter and fiscal year ended January 4, 2009, shedding
light on the Company's debt situation.  WSJ notes that Blockbuster
has been trying to restructure hundreds of millions of dollars in
debt, including $135 million borrowed against a revolving credit
facility of $350 million and $19 million of a $28 million term
loan.  Blockbuster, says WSJ, will update investors on Thursday on
its efforts to refinance the portions that come due in August.

WSJ states that Blockbuster said this month that sales at U.S.
stores open at least a year increased 4.4% in the fourth quarter
2008, compared to a year earlier, due to video games, game
merchandise, and consumer electronics.  Fiscal-year earnings
before interest, tax, depreciation, and amortization totaled
$315 million, surpassing its guidance of $300 million, WSJ
reports, citing Blockbuster.

"However, simply put, nobody cares.  Only the confirmation that a
safety net is in place will move the stock at this point.  Once
the air is cleared, investors will be able to refocus on business
results," WSJ quoted Pali Capital analyst Stacey Widlitz as
saying.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Blockbuster Inc. said it has no intention of filing for
bankruptcy.  The Company has hired the law firm of Kirkland &
Ellis LLP to advise it with respect to its ongoing financing and
capital raising initiatives.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

The TCR said on March 6, 2009, that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on Blockbuster on CreditWatch with negative implications.
This action reflects S&P's concern regarding the company's ability
to refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

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


BRIGHAM EXPLORATION: Moody's Cuts Corporate Rating to 'Caa3'
------------------------------------------------------------
Moody's Investors Service downgraded Brigham Exploration Company's
Corporate Family Fating and Probability of Default Rating to Caa3
from Caa1, its senior unsecured note rating to Ca (LGD5-75%) from
Caa2 (LGD5-72%), and its Speculative Grade Liquidity rating to
SGL-4 from SGL-3.  The rating outlook is negative.

The downgrade reflects tight liquidity, high leverage, sharply
curtailed capital spending that may lead to a significant
production decline before funds are arranged to restore sustaining
capital spending, uncertainty regarding Brigham's ability to meet
leverage tests under its revolving credit covenants, and Brigham's
fully drawn position under its revolver in the face of a material
risk of a borrowing base reduction during the banks' next re-
determination exercise.  The Caa3 CFR reflects somewhat more than
a 50% chance of a default within the next 12 months.

Brigham has fully borrowed its $145 million senior secured
revolver.  As of March 9, 2009 Brigham reported that it had
$33.3 million in balance sheet cash.  While it expects to close a
$7.2 million asset sale by the end of this month, and it has
identified as an option the sale or joint venturing with an
industry partner up to 50% of its working interest in its
promising Bakken and Williston Basin acreage, it is premature to
factor the latter monetization effort into either the SGL or CFR
ratings.

However, if ultimately completed, certain forms of joint venture
could provide proportionally significant liquidity with which to
meet cash needs.  Furthermore, 70% of anticipated 2009 production
(roughly 5 Bcfe) is hedged at $7.22/mcfe, which would likely yield
positive unit cash margins during the first quarter.  The company
also anticipates reduced unit costs over the course of this year
and next as well as sustained reduced regional basis price
differentials.

While Brigham expects its currently budgeted $37 million of 2009
capital spending to be within anticipated cash flow, this is
heavily weighted to the first quarter of this year and will be
insufficient to sustain current production levels.  Assuming
Brigham can assemble enough liquidity to cover any borrowing base
reductions, it is not clear that it could also mount sustained
full replacement capital spending as the year progresses.

Moody's last rating action for Brigham dates from May 30, 2008 at
which time Moody's assigned an SGL-3 rating.

Brigham Exploration Company is headquartered in Austin, Texas.


CANNERY CASINOS: S&P Changes Outlook on 'B+' Rating to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for its ratings on Cannery Casinos Resorts LLC
(including the 'B+' corporate credit rating) to negative from
positive.

The CreditWatch revision reflects Cannery's announcement on
March 12, 2009, that its agreement to be acquired by Crown Ltd.
(BBB/Negative/A-3) was terminated.  Instead, Cannery and Crown
have entered into a new agreement under which Cannery will receive
a $50 million cash termination fee and a $320 million investment
into series B nonparticipating units (subject to regulatory
approvals) from Crown, which, if converted, would represent a
24.5% equity position in Cannery.  If regulatory approvals are not
received within a specified time frame, the series B
nonparticipating units will not be issued, and Crown will instead
pay Cannery an additional $200 million fee and invest $40 million
into Cannery for a 4.1% nonvoting stake.  The agreement also
grants Crown an option to complete its purchase of Cannery on
terms consistent with the original agreement over the next two
years if Crown successfully completes the licensing process in
applicable jurisdictions.

"In resolving the CreditWatch listing, S&P will meet with
management to get an update on the company's recent operating
performance and its strategy going forward, reassess S&P's
expectations relative to the company's performance in 2009 and
beyond, and assess the terms of the company's new agreement and
the terms of the series B nonparticipating units," noted Standard
& Poor's credit analyst Melissa Long.


CANWEST GLOBAL: Will Be Forced to File By Year End, Says BMO
------------------------------------------------------------
BMO Capital Markets analyst Tim Casey said that he expects that
Canwest Global Communications Corp. will be forced to file for
bankruptcy before the end of the year, The Canadian Press reports.

Citing industry observers, The Canadian Press relates that Canwest
Global can't raise enough cash from selling undervalued assets to
pacify its bankers and bondholders.  The report quoted Mr. Casey
as saying, "Sooner or later the banks or bondholders are going to
say enough is enough."

According to The Canadian Press, Canwest Global is barely worth
C$32 million on the stock market, less than one hundredths of its
massive C$3.9 billion debt.  The Company was once valued at more
than C$2 billion by investors, The Canadian Press notes.

Canwest Global hasn't been able to sell its five E! television
channels, The Canadian Press states.  The banks aren't anxious to
get their hands on most of Canwest Global's properties, according
to the report.  "No one is in any hurry to push this thing over
because the acceleration of value erosion just cranks up, and
who's going to buy a newspaper business?" the report quoted
Mr. Casey as saying.

The Canadian Press relates that Canwest Global said that it
wouldn't make a US$30.4 million interest payment due to
bondholders by the deadline on Sunday.  The deadline, says the
report, was moved to April 14.

Canwest Global has started talks with its bondholders, which are
owed a total of US$761 million, The Canadian Press states.
Published reports say that Canwest Global could either replace old
debt with new corporate notes or guarantee bondholders cash from
any future asset sales.  The Canadian Press relates that once
Canwest Global fails to come reach an agreement and doesn't pay up
by April 14, the Company will be able to submit to the trustee
that the company is in default, after a 30-day grace period.
Canwest Global, says the report, would be expected to pay up on
the overdue interest payments immediately, which would trigger all
$3.9 billion owed to creditors to come due right away.

             About Canwest Global Communications Corp.

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'.
At the same time, S&P lowered the senior secured debt rating on
wholly owned subsidiary Canwest Limited Partnership to 'B-' from
'BB-'.  In addition, S&P lowered the senior subordinated debt
ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  The outlook
is negative.


CEDAR FAIR: Retains Merrill Lynch to Assist in Exploring Sale
-------------------------------------------------------------
Cedar Fair Entertainment Company, legally known as Cedar Fair LP,
has retained the services of Merrill Lynch & Co. to assist the
Company in exploring the sale of certain assets and other
strategic alternatives.

Cedar Fair President, Chairperson and CEO Dick Kinzel stated, "We
continue to be focused on our commitment to reducing debt.
Exploring the sale of certain assets is a proactive step towards
strengthening our financial position over the long term."

                        About Cedar Fair LP

Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) --
http://www.cedarfair.com/-- is a publicly traded partnership and
one of the largest regional amusement-resort operators in the
world.  The Partnership owns and operates 12 amusement parks, five
outdoor water parks, one indoor water park and six hotels.

Cedar Fair is the second-largest regional theme park company in
the U.S. in terms of attendance, according to Standard & Poor's
Ratings Services.

                          *     *     *

As reported by the Troubled Company Reporter on November 28, 2008,
Standard & Poor's Ratings Services revised its outlook on Cedar
Fair L.P. to negative from stable.  Standard & Poor's affirmed its
'B+' corporate credit rating on the company.  In addition,
Standard & Poor's lowered its rating on Cedar Fair's $2.1 billion
first-lien facilities to 'BB-' (one notch above the corporate
credit rating) from 'BB'.  The recovery rating is revised to '2'
from '1', indicating S&P's expectation of substantial (70%-90%)
recovery in the event of a payment default. The downgrade was
driven principally by a change in the emergence valuation
multiple, taking into account current market conditions, recent
transaction multiples, and current trading multiples.  Total debt
was $1.71 billion as of Sept. 28, 2008.

"The outlook revision is based on S&P's expectation that the
company's operating performance that could deteriorate in the peak
summer 2009 operating season given S&P's forecast of an extended
period of difficult economic conditions," explained Standard &
Poor's credit analyst Hal Diamond.  "This would result in a
narrowing margin of compliance with the company's debt leverage
covenant, which steps down twice through the end of 2009,
especially in light of the company's high distribution payout."


CHARTER COMMUNICATIONS: Posts $1.495BB Fourth Quarter Net Loss
--------------------------------------------------------------
Charter Communications, Inc., reported financial and operating
results for the three and 12 months ended December 31, 2008.

Fourth Quarter Results -- Pro forma

Fourth quarter pro forma revenues were $1.653 billion, an increase
of 7.0%, or $108 million, over pro forma 2007 results.  The
increase resulted primarily from telephone and HSI revenue growth.

Pro forma telephone revenues for the 2008 fourth quarter were $156
million, a 44.4% increase over fourth quarter 2007 pro forma
telephone revenues, driven by a larger telephone customer base.
Pro forma HSI revenues were $346 million, up 7.1% year-over-year
on a pro forma basis, due to an increased number of customers.
Pro forma video revenues were $862 million, up 2.1% year-over-year
on a pro forma basis, primarily as a result of digital and
advanced services revenue growth, partially offset by a decline in
basic video customers.  Commercial revenues rose to
$103 million, a 15.7% increase on a pro forma basis, resulting
from increased sales of the Charter Business Bundle(R) primarily
to small and medium-size businesses.

Pro forma operating expenses for the 2008 fourth quarter, which
include programming, service and advertising sales costs, were
$702 million, a 6.5% increase year-over-year on a pro forma basis,
reflecting annual programming rate increases, increased labor
costs to support improved service levels, and growth of the
Company's telephone business and advanced services.  Pro forma
selling, general, and administrative expenses were $332 million,
up only 2.5% on a pro forma basis compared to the year-ago
quarter, reflecting efficiencies gained in our operations along
with continuing efforts to further improve the customer experience
and grow and retain customers.

Pro forma adjusted EBITDA totaled $619 million for the fourth
quarter of 2008, an increase of 10.1% compared to the pro forma
results for the year-ago quarter.  The pro forma adjusted EBITDA
margin increased 100 basis points in the fourth quarter to 37.4%,
up from 36.4% in the year-ago quarter on a pro forma basis.

Pro forma net cash flows used in operating activities for the
fourth quarter of 2008 were $12 million, compared to $3 million
for the fourth quarter of 2007 on a pro forma basis.  The increase
in use of cash in operating activities is primarily the result of
an increase in interest on cash pay obligations, partially offset
by the increase in HSI and telephone revenues driven by the bundle
and improved cost efficiencies.

Annual Results -- Pro forma

For the 12 months ended December 31, 2008, pro forma revenues were
$6.467 billion, an increase of $508 million, or 8.5%, on a pro
forma basis, primarily from telephone and HSI revenue growth.

Pro forma telephone revenues in 2008 increased to $555 million
from pro forma revenues of $345 million a year ago, up 60.9% year-
over-year.  Pro forma HSI revenues increased to
$1.353 billion, up 9.4% year-over-year on a pro forma basis.  Pro
forma video revenues were $3.455 billion, an increase of 2.7%
year-over-year on a pro forma basis.  Pro forma commercial
revenues increased to $391 million, up 15.7% on a pro forma basis.

Pro forma operating expenses for the 12 months ended December 31,
2008 were $2.787 billion, an increase of 7.4% year-over-year on a
pro forma basis; and selling, general, and administrative expenses
were $1.365 billion, up 7.9% on a pro forma basis.

Pro forma adjusted EBITDA totaled $2.315 billion for 2008, a pro
forma increase of 10.3% compared to 2007.

Pro forma net cash flows provided by operating activities for 2008
were $395 million, compared to $314 million for 2007 on a pro
forma basis.  The increase in cash flows provided by operating
activities is primarily the result of increased sales of our
bundled services and improved cost efficiencies, partially offset
by an increase in interest on cash pay obligations.

Fourth Quarter Results -- Actual

Fourth quarter revenues increased 6.6% and operating costs and
expenses increased 4.9% compared to year-ago results.  Adjusted
EBITDA for the fourth quarter of 2008 rose 9.7% compared to the
year-ago period.

In the fourth quarter, the Company recorded approximately
$1.521 billion of impairment of franchises for the year ended
December 31, 2008 as a result of its annual impairment analysis,
as required by Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets."

As a result of the impairment charge, Charter reported a
$1.257 billion loss from operations in the fourth quarter of 2008,
compared to income from operations of $85 million in the fourth
quarter of 2007.  Net loss for the fourth quarter of 2008 was
$1.495 billion, or $3.96 per common share.  For the fourth quarter
of 2007, Charter reported a net loss of $468 million and a net
loss per common share of $1.27.  The decrease in income from
operations and increase in net loss resulted primarily from the
impairment charge, partially offset by the increase in sales of
our bundled services and improved cost efficiencies.

Expenditures for property, plant, and equipment for the fourth
quarter of 2008 were $264 million, compared to fourth quarter 2007
expenditures of $354 million.  The decrease in capital
expenditures primarily reflects year-over-year decreases in
customer premise equipment, support capital and line extensions.

Net cash flows used in operating activities for the fourth quarter
of 2008 were $11 million, compared to no change in cash flows in
2007.  The increase in use of cash in operating activities is
primarily the result of an increase in interest on cash pay
obligations, partially offset by the increase in HSI and telephone
revenues driven by the bundle and improved cost efficiencies.

Annual Results -- Actual

Revenues for the 12 months ended December 31, 2008 increased 7.9%
year-over-year.  Operating costs and expenses rose 6.9% compared
to year-ago actual results.  Adjusted EBITDA for 2008 grew 9.9%
compared to the year-ago period.  The adjusted EBITDA margin
increased 60 basis points to 35.8% for 2008.

Despite increased revenues and cost efficiencies, Charter reported
a loss from operations in 2008 of $614 million due to the $1.521
billion impairment charge recorded in the fourth quarter of 2008.
Charter reported income from operations of
$548 million in 2007.  Net loss for 2008 was $2.451 billion, or
$6.56 per common share.  For 2007, Charter reported a net loss of
$1.616 billion and a net loss per common share of $4.39.

Capital expenditures for property, plant, and equipment for 2008
were $1.202 billion, compared to $1.244 billion in 2007.  The
decrease in capital expenditures primarily reflects year-over-year
decreases in support capital and line extensions.  Charter expects
that capital expenditures in the year 2009 will total
approximately $1.2 billion, with over 75% of that amount directed
toward success-based activities.

Net cash flows provided by operating activities for 2008 were $399
million, compared to $327 million for 2007.  The increase in cash
flows provided by operating activities is primarily the result of
revenue growth from HSI and telephone driven by the bundle, as
well as improved cost efficiencies, partially offset by an
increase in interest on cash pay obligations and changes in
operating assets and liabilities.

Restructuring

As of December 31, 2008, Charter had $21.666 billion in total
debt.  On February 12, 2009, Charter and its subsidiaries
announced that they have reached an agreement-in-principle with an
ad hoc committee of certain of the Company's debt holders on the
terms of a financial restructuring to reduce the Company's debt by
approximately $8 billion.  Pursuant to the proposed restructuring,
holders of Charter's common stock will not receive any amounts on
account of their common stock, which will be cancelled.  As a part
of the reduction of debt, the agreement-in-principle also includes
the investment of more than $3 billion by certain of the Company's
debt holders in the form of debt refinancing and new equity
capital.  Under the terms of the agreement, the Company intends to
implement its financial restructuring through a Chapter 11 filing
to be initiated on or before April 1, 2009.  The agreement-in-
principle contemplates paying trade creditors in full.  Charter
expects that cash on hand and cash flows from operating activities
will be adequate to fund its projected cash needs as it proceeds
with its financial restructuring.  The agreement-in-principle is
subject to numerous closing conditions and there can be no
assurance that the terms of the agreement-in-principle will not
change significantly.

One of Charter's subsidiaries, CCH II, LLC, will not make its
scheduled payment of interest on March 16, 2009 on certain of its
outstanding senior notes.  The governing indenture for such notes
permits a 30-day grace period for such interest payments, and
pursuant to its agreement with bondholders, Charter expects to
make its voluntary Chapter 11 filing prior to the expiration of
the grace period.

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, the as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2008,
Charter Communications' balance sheet at Sept. 30, 2008, showed
total assets of $15.1 billion, total liabilities of
$23.9 billion, resulting in a shareholders' deficit of
$8.8 billion.

In December, Fitch Ratings placed Charter Communications, Inc.'s
'CCC' Issuer Default Rating and the IDRs and individual issue
ratings of Charter's subsidiaries on Rating Watch Negative.
Approximately $21.1 billion of debt outstanding as of Sept. 30,
2008 is effected by Fitch's action.  In addition, Moody's
Investors Service lowered the Probability-of-Default Rating for
Charter Communications to Ca from Caa2 and placed all ratings
(other than the SGL3 Speculative Grade Liquidity Rating) for the
company and its subsidiaries under review for possible downgrade.
Standard & Poor's Ratings Services also lowered its corporate
credit rating on Charter Communications to 'CC' from 'B-'.  S&P
said that the rating outlook is negative.


CHRYSLER LLC: Bankr. Lawyer Matthew Feldman to Join Task Force
--------------------------------------------------------------
Linda Sandler and Jeff Green at Bloomberg News report that
bankruptcy lawyer Matthew Feldman will join the auto industry team
advising the government on the restructuring of General Motors
Corp. and Chrysler LLC.

According to Bloomberg, Mr. Feldman is a partner at Willkie Farr &
Gallagher LLP.  Willkie Farr said in a statement that Mr. Feldman
will leave the firm by the end of the month to move to Washington.
Citing an administration official, Bloomberg states that
Mr. Feldman will work on restructuring analysis.

Bloomberg quoted GM Chief Financial Officer Ray Young as saying,
"We're pleased that the task force is staffing up.  They aren't
just looking at General Motors.  They're looking at the total
industry.  It shows that they're taking this assignment very
seriously."

Bloomberg relates that the U.S. Treasury Department hired in
February law firms Cadwalader, Wickersham & Taft LLP and
Sonnenschein, Nath & Rosenthal, and investment bank Rothschild
Inc.

         Chrysler Won't Have Enough Liquidity Without Aid

Bloomberg relates that Chrysler said that it won't have enough
liquidity if it the government doesn't provide the Company with
additional funds and if the Company fails to restructure
liabilities by March 31, 2009, the deadline for GM and Chrysler to
submit final turnaround plans.

Bloomberg quoted Chrysler spokesperson Lori McTavish as saying,
"Chrysler LLC is fully engaged with the Presidential Task Force on
the Auto Industry, the U.S. Treasury and the White House during
this process of ensuring the industry's viability going forward.
We look forward to continuing our dialogue with them as the
process continues to evolve."

Dow Jones Newswires reports that if Chrysler succeeds in securing
$5 billion in low-interest loans by the end of the month, it won't
need additional federal funding to run its operations.  Dow Jones,
citing a Chrysler spokesperson, states that the $5 billion in
loans will help Chrysler work through the July shutdown period
when U.S. auto makers traditionally idle their plants for up to
two weeks to retool factories.

Alex P. Kellogg and Joseph B. White at The Wall Street Journal
report that Chrysler said it could survive as an independent
company with the $5 billion in loans.

Citing Chrysler CEO Robert Nardelli, WSJ relates that the Company
needs the money to keep paying workers and suppliers.

According to WSJ, Mr. Nardelli said that the partnership isn't
essential for Chrysler's survival, as the Company can stand on its
own without Fiat.  Mr. Nardelli admitted that Chrysler would be
better off with its Fiat SpA alliance, which would proceed only if
the Company gets additional government aid, WSJ states.  WSJ,
citing Mr. Nardelli, says that the Fiat alliance makes vehicles
and engines available to Chrysler.  Mr. Nardelli said that Fiat
would also pick up "35% of the responsibility to repay the
government" loans, WSJ relates.

Chrysler indicated that the $5 billion in loans won't end its
financial pressures, WSJ notes.  Mr. Young, according to the
report, said over the weekend that the Company could face another
cash crunch when it closes plants in July and August for its
annual summer shutdown.

Chrysler isn't big enough to survive because its operations are
concentrated in North America, WSJ relates, citing Gerald C.
Meyers, a former American Motors Corp. CEO and now a business
professor at the University of Michigan.  "You must be global to
be an auto company.  They don't have the reach to offset some of
the problems here in the United States," the report quoted Mr.
Meyers as saying.

According to WSJ, Mr. Meyers was skeptical about the value of the
Fiat partnership.  Chrysler and Fiat appear to be a good fit --
Chrysler is strong in trucks and Jeeps while Fiat is more global
and strong in small cars, WSJ says, citing Mr. Meyers.  "The
problem with these transoceanic partnerships is they break down on
culture," the report quoted Mr. Meyers as saying.

Mr. Nardelli, WSJ relates, said, "There's a lot of pent-up
hostility and frustration with private equity," but because of its
agreements with investors, Cerberus Capital Management LP,
Chrysler's majority owner, "cannot just cavalierly take money" and
invest more in Chrysler.

Citing Mr. Nardelli, WSJ reports that the U.S. Treasury is talks
with the banks that hold Chrysler's debt.  According to WSJ, Mr.
Nardelli said that those banks are all recipients of government
funds under the Troubled Asset Relief Program.

Chrysler, WSJ notes, is also counting on more than $6 billion in
loans from a Department of Energy program that will underwrite
development of fuel-efficient vehicles.

                      About Chrysler LLC

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

                         *     *     *

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

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

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

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


CITIGROUPINC: Board Nominates Four New Independent Directors
------------------------------------------------------------
Citigroup Inc.'s Board of Directors has nominated four new independent
director candidates to be
voted on at Citigroup's annual shareholder meeting on April 21, 2009.

As reported by the Troubled Company Reporter on March 16, 2009,
federal officials have been
pressuring Citigroup Chairperson Richard Parsons to oust some longtime
directors and recruit new
ones.  Citigroup has been trying to attract new directors to its
board, but potential candidates have
been reluctant.  Citigroup has tried to overcome the snags by pitching
the director slots as a "national obligation."

The candidates are:

     -- Jerry A. Grundhofer,
     -- Michael E. O'Neill,
     -- Anthony M. Santomero Ph.D., and
     -- William S. Thompson, Jr.

Mr. Grundhofer, 64, is Chairman Emeritus and retired Chairman and
Chief Executive Officer of the
Board of U.S. Bancorp.  Previously, Mr. Grundhofer was President and
Chief Executive Officer of
Firstar Corporation and its predecessor Star Banc; and was Vice
Chairman of BankAmerica
Corporation (now Bank of America).  Currently, Mr. Grundhofer serves
on the Board of Directors
of Ecolab.  Mr. Grundhofer received a B.S. in Finance from Loyola
Marymount University.

Mr. O'Neill, 62, is the retired Chairman and Chief Executive Officer
of the Bank of Hawaii.  Under
Mr. O'Neill's leadership, Bank of Hawaii refocused its operations on
its core businesses in Hawaii,
the Western Pacific, and American Samoa, while divesting
underperforming operations in Arizona,
California, Asia and the South Pacific.  Previously, Mr. O'Neill was
Vice Chairman and Chief
Financial Officer at BankAmerica Corporation (now Bank of America)
from 1995-1999.  Mr.
O'Neill earned an MBA from the Darden Graduate School of Business at
the University of Virginia
and a B.A. in European Civilization from Princeton University.  Mr.
O'Neill also served as a
Lieutenant in the U.S. Marine Corps from 1969-1971.

Dr. Santomero, 62, most recently a Senior Advisor at McKinsey &
Company, served as the ninth
President of the Federal Reserve Bank of Philadelphia from 2000-2006.
While at the Federal
Reserve, he was a voting member of the Federal Open Market Committee,
served as Chair of the
System's Committee on Credit and Risk Management and also as member of
the Financial Services
Policy Committee and the Payments System Policy Advisory Committee.
Previously, Dr.
Santomero was the Richard K. Mellon Professor of Finance at the
Wharton School of the
University of Pennsylvania and Deputy Dean of the School.  He received
his Ph.D. from Brown
University, and his A.B. in Economics from Fordham University.

Mr. Thompson, 63, retired in 2008 as CEO of PIMCO, the world's leading
fixed income investment
management company.  Mr. Thompson guided PIMCO to significant growth
and profitability
during his tenure, expanding the firm from one office and 125
employees and $40 billion in assets
under management, to nine offices around the world, over 1000
employees and more than $800
billion of client assets.  Mr. Thompson is on the Board of Pacific
LifeCorp. Prior to joining PIMCO
in April 1993, Mr. Thompson served as Chairman of Salomon Brothers
Asia Ltd. in Tokyo.  Mr.
Thompson received his MBA from Harvard Business School and B.S. in
Engineering from the
University of Missouri.

"This is a solid slate of candidates with extensive banking and
financial services experience, a deep
understanding of international credit and equity markets, and
first-hand knowledge of the
governing regulatory system," said Richard Parsons, Chairperson of the
Board.  "These outstanding
individuals will be great stewards for Citigroup as it navigates the
ongoing challenges in the
present environment and works to restore profitability.  As I said
earlier this year, we are committed
to reconstituting the Board with a majority of new independent
directors.  The election of these
candidates will be a major step toward achieving our goal."

Mr. Parsons noted that the Board currently has 15 directors, three of
whom previously announced
that they will not be standing for election at the April Annual
Meeting and two of whom will reach
retirement age by the time of the Meeting.  The remaining 10 directors
are up for re-election.  With
the election of the four new candidates announced today, the total
number of Board members
would be 14.  The Board will consider future additions as well.

                       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.


COLONIAL REALTY: Fitch Keeps Preferred Stock Rating at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Colonial Properties
Trust and its operating partnership, Colonial Realty Limited
Partnership:

Colonial Properties Trust

  -- Issuer Default Rating at 'BBB-';
  -- $100 million preferred stock at 'BB+'.

Colonial Realty Limited Partnership

  -- IDR at 'BBB-';

  -- $675 million unsecured line of credit at 'BBB-';

  -- $1.3 billion senior unsecured notes at 'BBB-';

  -- $45 million senior unsecured medium-term notes affirmed at
     'BBB-';

  -- $100 million preferred stock at 'BB+'.

In addition, Fitch has revised the Rating Outlook on Colonial to
Negative from Stable.

The rating affirmations revolve around the company's diversified
portfolio of 192 multifamily and other properties across the U.S.
Sunbelt as well as the company's manageable debt maturity schedule
and good liquidity position, which was recently bolstered by a
$350 million secured debt transaction with Fannie Mae.

The rating affirmation further underscores prudent steps that
Colonial has taken to strengthen its balance sheet and improve
liquidity, through unsecured debt repurchases, declines in
overhead costs and reductions in common stock dividends.
Moreover, Colonial's leverage is appropriate for the 'BBB-' rating
level, as total debt-to-undepreciated book capital was 52.2% as of
Dec. 31, 2008.  CLP's risk-adjusted capitalization is also
adequate for the 'BBB-' rating, at 1.2 times (x).

The Negative Rating Outlook stems from Fitch's view that difficult
property fundamentals in CLP's markets including Charleston,
Savannah, Austin, and Orlando, will weaken Colonial's earnings
power over a longer timeframe.  Colonial's same-store net
operating income for its multifamily portfolio decreased following
the 2001 recession (resulting in multifamily same-store net
operating income declines of -6.8% in 2002 and -3.9% in 2003) and
similarly, Fitch anticipates that rising unemployment in the
current recession will negatively impact same-store NOI in 2009,
pressuring CLP's operating performance.

The Negative Outlook also takes into account the $117 million in
property impairments that Colonial incurred during the fourth
quarter of 2008 on its for-sale residential properties, mixed-use
and for-sale residential land portfolio and a retail development
project.  Fitch notes that these charges did not impact CLP's
covenant compliance or stabilized property portfolio performance.
However, these charges highlight the fact that CLP's residential-
for-sale portfolio and overall development pipeline remain exposed
to further devaluation risk.  That said, Fitch views favorably
CLP's reduction in planned development spending in 2009.

In addition, the Negative Outlook takes into account that
Colonial's opportunistic utilization of secured debt in 2009 will
decrease the size of the unencumbered property pool as pricing
remains unattractive in the REIT unsecured bond market.

Going forward, these factors may result in a downgrade of CLP's
ratings:

  -- If unencumbered assets-to-unsecured debt as defined under
     CLP's unsecured bond indenture falls below 180% (as of Dec.
     31, 2008, unencumbered assets-to-unsecured debt was 205.7%);

  -- If secured debt-to-total gross assets were to sustain above
     30% (as of Dec. 31, 2008 pro forma for the $350 million
     secured debt transaction with Fannie Mae, secured debt to
     total gross assets was 12.8%);

  -- If recurring EBITDA divided by total fixed charges were to
     sustain below 1.5x for several quarters (in 2008, recurring
     EBITDA divided by total fixed charges was 1.6x).

These factors may result in a revision in the Rating Outlook to
Stable at the 'BBB-' level:

  -- If same-store NOI were to grow by 1%-5% for several
     consecutive quarters;

  -- If recurring EBITDA divided by total fixed charges sustains
     above 1.7x for several consecutive quarters;

  -- If unencumbered asset coverage were to increase to at least
     220%.

Colonial Properties is a diversified equity REIT headquartered in
Birmingham, Alabama.  As of Dec. 31, 2008, CLP had $3.6 billion in
undepreciated book assets, $1.4 billion in undepreciated book
equity, and a total market capitalization of $2.9 billion.  CLP is
the direct general partner of, and as of Dec. 31, 2008, held
approximately 84.6% of the interests in, Colonial Realty Limited
Partnership.  As of Dec. 31, 2008, CLP's consolidated real estate
portfolio consisted of 112 consolidated operating properties.  In
addition, the company maintains non-controlling partial interests
ranging from 5% to 50% in an additional 80 properties held through
unconsolidated joint ventures.  These 192 properties, including
consolidated and unconsolidated properties, are located in ten
states in the Sunbelt region of the United States.


DE KALB: S&P Upgrades Ratings on 2005 Revenue Bonds From 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on De Kalb
County Housing Authority, Georgia's multifamily housing revenue
bonds series 2005 (Creekside Vista Apartments) 17 notches to 'AAA'
from 'CCC'.

"The upgrade follows the successful repayment of the issue's debt
service on March 1, 2009," said Standard & Poor's credit analyst
Renee Berson.

The bonds are secured by a mortgage loan enhanced by an
irrevocable standby Fannie Mae credit facility.  Funds being held
by the trustee are invested in Fidelity Institutional Money Market
Funds: Treasury Portfolio money market fund (AAAm).  The upgrade
reflects Standard & Poor's view that there are sufficient revenues
from the mortgage loan and investment earnings from the Money
Market Fund to continue to pay full and timely debt service on the
bonds until maturity, as well as S&P's opinion of the asset-to-
liability ratio of 100.36% as of March 9, 2009.

The rating reflects S&P's view of the strong credit quality of the
mortgage loan, as enhanced by the Fannie Mae credit facility.  The
facility provides for interest and principal advances for
delinquent mortgage payments, certain mandatory redemptions,
acceleration, and funds deemed to be preferential payments or
subject to automatic stay under the U. S. Bankruptcy Code
following a bankruptcy filing by or against the borrower or
mortgage loan servicer.  The facility expires five days following
bond maturity, or earlier pursuant to its terms.  Fannie Mae is
'AAA' eligible under Standard & Poor's rating criteria.

If the mortgage prepays, S&P believes that there are sufficient
assets to cover the reinvestment risk based on the 15-day minimum
notice period required for special redemptions.

The bonds are scheduled to mature on September 1, 2038, although
they are subject to mandatory tender on September 1, 2026 (the
initial remarketing date).


DELPHI CORP: Court Limits Retirees Panel to OPEB Dispute
--------------------------------------------------------
In light with the entry of a final order on Delphi Corp's
termination of retiree benefits of their non-union workers,
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York avers that the responsibilities of the
Committee of the Eligible Salaried Retirees have been satisfied
and discharged.  Nevertheless, the Court allows the continuation
of the existence of the Retiree Committee through the later of:

  (i) a consideration by the Court or any appellate court of any
      motions to stay the implementation of the Provisional
      Salaried OPEB Order; and

(ii) the date on which the Debtors implement the termination
      actions set forth in the Final Salaried OPEB Order.

The Court limits the scope of the authority of the Retiree
Committee to:

  -- participating in any hearing to stay the implementation of
     the Provisional OPEB Salaried Order or Final Salaried OPEB
     Order; and

  -- meeting and conferring with the Debtors and negotiating any
     agreements that are mutually agreeable to the Debtors and
     the Retiree Committee regarding the terms and condition
     pursuant to which the Debtors implement the authority
     granted in the Final Salaried OPEB Order, according to
     which the Retiree Committee would settle and waive any and
     all appeals with respect to the Provisional Salaried OPEB
     Order or the Final Order.

The Debtors continue to be authorized to reimburse the reasonable
costs and expenses of up to $200,000, of the legal counsel
retained by the Retiree Committee without further Court order.

                        About Delphi Corp.

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

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

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

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: KPMG Puts Ethical Wall Amid GM Engagement
------------------------------------------------------
KMPG LLP, which provides tax advisory services to Delphi Corp.,
said it is also providing services to Delphi's former parent,
General Motors Corporation.  KPMG said it has instituted
procedures so that professionals who provide services to the
Debtors will not provide services to GM, or share information
concerning the Debtors with professionals providing services to
GM.

Gary A. Silberg, a partner at KMPG LLP, informed the U.S.
Bankruptcy Court for the Southern District of New York that his
firm has identified two professionals for which the ethical screen
may be removed:

  1. Brian Hogan has provided services to the Debtors in
     connection with fresh-start accounting, as well as
     accounting for impairment and discontinued operations.  He
     has billed the Debtors for 895 hours of service and has
     last provided services to the Debtors in August 2007.

  2. Daniel Gary provided accounting services to the Debtors in
     connection with the impairment of goodwill and long-lived
     assets, the tax impact of valuation issues and fresh-start
     accounting.  He has billed the Debtors 966 hours of service
     and has last provided services to the Debtors in April
     2008.

Mr. Silberg says the Debtors have not objected to the removal of
the ethical screen with respect to Messrs. Gary and Hogan and
that KMPG will maintain the ethical screen.

Mr. Silberg notes that neither Mr. Gary nor Mr. Hogan is
currently providing services to the Debtors or is expected to do
so in the future.   He states that should Messrs. Gary and Hogan
provide services to GM, those services will not involve a matter
adverse to the Debtors or involve any confidential information of
the Debtors.

He assures the Court that KMPG continues to not hold or represent
an interest adverse to the Debtors' estates that would impair its
ability to objectively perform services to the Debtors and is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                        About Delphi Corp.

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

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

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

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


DELPHI CORP: Retirees Elevate OPEB Dispute to District Court
------------------------------------------------------------
A Committee of Eligible Salaried Retirees of Delphi Corporation
has joined the Delphi Salaried Retirees Association in its appeal
from a bankruptcy court order authorizing Delphi and its
affiliates to terminate, at their sole discretion, "salaried
other post-employment benefits" for non-union retirees effective
April 1, 2009.

The appeals are filed before the U.S. District Court for the
Southern District of New York.

Meanwhile, the Delphi Debtors challenged the request by the Delphi
Salaried Retirees Association to stay implementation of the
Bankruptcy Court's order.  Representing the Debtors, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, told the Bankruptcy Court that the DSRA failed
to recognize the substantial injury the Debtors would suffer if a
stay on the Provisional and Final Salaried OPEB Orders pending the
DSRA Appeal is granted.

He said a delay in the Debtors' termination of contributions to
Salaried Other Post-Employment Benefits for three months at a cost
of $20 million would significantly impact the Debtors' liquidity
at a time of severe short-term liquidity issues and would threaten
the Debtors' efforts to satisfy their emergence capital funding
needs.  The condition of the global economy and the Debtors'
financial situation thus compel the Debtors to terminate salaried
OPEB without delay, he said.

Mr. Butler also asserted that the DSRA failed to adequately
demonstrate that in the absence of a stay, its members will
suffer irreparable harm.  The DSRA only made speculative
allegations regarding harms to unidentifiable retirees, he points
out.  He added that a stay would require the Debtors to make
significant cash outlays and retain a balance sheet liability
that would further place their reorganization in jeopardy to the
detriment of all stakeholders.

Mr. Butler said assuming the DSRA is entitled to a stay, it has
the burden of demonstrating why the Court should deviate from the
ordinary full security requirement.  He said no one, including the
Debtors, takes any satisfaction in having obtained the Salaried
OPEB Orders and the fact that the DSRA's members comprise a
sympathetic class does not provide sufficient legal justification
for the elimination of the full security requirement.  He said a
stay without a bond is equal to the reversal of the Provisional
and Final Salaried OPEB Orders because if the DSRA loses on its
Appeal, there is no party-in-interest to redress the Debtors'
interim losses.

Accordingly, the Debtors ask the Court to:

  (a) deny the DSRA's Motion to Stay pending Appeal; or

  (b) in the event the Court stays the OPEB Termination Orders
      for 90 days, direct the DSRA to post a bond for $20
      million to cover the Debtors' interim monetary losses.

The Court will consider the DSRA's Stay Motion today.

                  Salaried OPEB Termination Order

On March 11, 2009, Judge Robert D. Drain gave final authority to
Delphi to terminate salaried other post-employment benefits for
non-union retirees, amidst strong opposition from a group of
Delphi salaried retirees.

The Court held that Delphi has made a substantial showing that
none of the Salaried OPEB have vested with regard to any Eligible
Salaried Retiree or group.  The Court-approved Committee of
Eligible Salaried Retirees has not presented any competent
evidence, consistent with a bench ruling the Court issued on
March 10, 2009, and applicable law, to establish otherwise, Judge
Drain opined.  Accordingly, Judge Drain ruled, Delphi's Salaried
OPEB was not vested and Delphi has reserved the right to modify or
terminate those benefits.

Delphi will continue to provide benefits for claims incurred by
each Salaried Retiree through the termination date of the
retiree's participation in the applicable welfare program,
provided that the retiree (i) has timely paid all requisite
contributions for the applicable welfare program, and (ii) will
not be required to file proofs of claim with the Court.

Delphi is also authorized and directed to make provisions for,
and contingent upon occurrence of a triggering event under
Section 1341 or 1342 of the Labor Code implement, a Voluntary
Employee's Beneficiary Association under Section 501(c)(9) of the
Internal Revenue Code for the purpose of qualifying covered
employees who have retired or will retire for the tax credit
available under Section 35(e)(1)(K) of the Internal Revenue Code;
provided that the Debtors:

  -- will have no obligation to fund or contribute to any VEBA
     in any respect and the funding or contributions will come
     solely from participants in the VEBA; and

  -- the Debtors will be required to maintain the VEBA only
     through the later of the month ending prior to January 1,
     2011 or later date as may be established under Section
     35(e)(1)(K).  The Debtors will maintain flexibility to
     implement changes to the VEBA.

The Debtors are also authorized and directed to mail a follow-up
notice to all Eligible Salaried Retirees who do not elect
continuation of coverage prior to March 28, 2009, explaining the
consequences of the election and offering a second and final
chance for the individuals, until April 15, 2009, to elect for
continuation of coverage, in which case the coverage will be
reinstated retroactively to April 1, 2009 upon payment of the
applicable full cost by the individual retiree.

             Bench Ruling on Provisional OPEB Order

Before the entry of the Final Salaried OPEB Order, Judge Drain
issued a modified bench ruling on March 10, 2009, in
consideration of the Retiree Committee's report.

The Retiree Committee report was submitted March 6, 2009, and
supplemented last March 9 with copies of official documents given
to the Affected Retirees, including personal benefit summaries,
memoranda and life insurance letters.  Full-text copies of the
OPEB Official Documents is available for free at:

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

Judge Drain explained that the language of Section 1114 of the
Bankruptcy Code called for an interpretation, which provides that
Section 1114 creates a federal law overriding prepetition
contractual rights of debtors that would permit them to modify or
terminate retiree health and welfare benefits during the course
of a Chapter 11 case.  Judge Drain noted he cannot think of
another provision of the Bankruptcy Code that would create a
federal right, improving on the prepetition contractual rights of
a third-party constituent as a result of the filing of a
bankruptcy case.  Accordingly, Judge Drain averred that the
Debtors' interpretation of Section 1114 is correct one and that
if, in fact, the Debtors have the unilateral right to modify a
health or welfare plan, that modifiable plan is the plan that is
to be maintained under Section 1114(e), with the Debtors' pre-
bankruptcy rights not being abrogated by the requirements of
Section 1114.

Judge Drain elaborated that given the interplay of Section 363(b)
of the Bankruptcy Code with Section 1114, before a bankruptcy
court can permit a debtor to modify or terminate a health or
welfare plan under Section 363(b) on the theory that it has the
right to do so under applicable non-bankruptcy law, that debtor
must make a significant showing that it has a unilateral right
and that those benefits are not vested.  The Court noted that the
Retiree Committee did not present any evidence that would
indicate that the Debtors or General Motors Corporation promised
to the Affected Retirees that, notwithstanding the language in
the OPEB Program documents, those plans are not modified at will.
Judge Drain noted that the only evidence that countered the
language in the OPEB Program documents pertains to the programs
of GM, which documents predated the decision of the U.S. Court of
Appeals for the Sixth Circuit in Sprague v. General Motors Corp.,
133 F.3d, 388 (6th Cir. 1998) that found GM's plan to be
modifiable.  For those reasons, the Debtors have made clear
showing that they have the right to modify the Salaried OPEB
Programs at will, Judge Drain held.

To address issue on whether the Court should be bound by the
Second Circuit law, Judge Drain said that the general federal law
applies to a question under Employment Retirement Income Security
Act.  Judge Drain related that it would seem that after the
issuance of the Sprague en banc opinion in January 1998, any
subsequent employee of Delphi who had been covered by a GM
program would clearly be on notice of the Sprague decision and
how to interpret the language that existed in the GM programs
prior to his or her transfer to Delphi, and that the notice would
be clear that the types of provisions would not suffice to create
a vested benefit right.  The employees whose benefit rights were
actually determined by Sprague would, moreover, appear to be
bound by the decision.  Moreover, the law in the Second Circuit
although it may differ from the Sixth Circuit, is still very
restrictive when considering whether to give beneficiaries of
welfare plan rights that are not set forth by a clear affirmative
promise in the program documents, or through a theory of
promissory estoppel.  For those reasons, Judge Drain found that
the Debtors have met their factual burden to take the Salaried
OPEB Motion outside of the ambit of Section 1114.  Accordingly,
Judge Drain also directed the appointment of a retiree committee
under Section 1114(d) to act as a representative to review
documents to determine whether there is any group of
beneficiaries of the OPEB Programs would have vested rights.

The Court opined that it is crystal clear that at this time and
in the near future, the Debtors are well within their business
judgment in assuming that they will need to eliminate the OPEB
liability projected at $ 1.1 billion from their balance sheet in
order to reorganize.  Judge Drain acknowledged that given the
Debtors' serious need to conserve cash and all the other
conservation steps, every dollar counts for the Debtors.  He
further averred that savings of $1.5 million a week and projected
cash savings of $70 million a year for the pre-plan period and
the period prior to the effective date of a reorganization plan
are also of extreme importance to the Debtors, and that actions
taken by the Debtors to save money, including by modifying the
Salaried OPEB Programs, are taken in good business judgment in
light of the rights of the Affected Retirees.

Judge Drain took into consideration that the Debtors did not take
the step of modifying the OPEB Programs for almost four years
given their assessment of the business realities of their
operations, the inducement to employees of having benefit
programs in place, and their desire to maintain good relations
with their retirees.  However, he noted, the Debtors' business,
like the auto business in general, has gone through enormous
adverse changes that the changed circumstances led them to their
decision of modifying the OPEB Programs.

A full-text copy of the 23-page OPEB Bench Ruling is available
for free at http://bankrupt.com/misc/Delphi_OPEBBenchRuling.pdf

                       Delphi's Take on
                 the Retiree Committee Report

Before the Provisional OPEB Order was entered, the Debtors
relayed to the Court that the Retiree Committee Report did not
proffer any additional evidence that they promised vested
benefits to any retiree or group.  The Retiree Committee did not
contend that there is any ambiguity in Debtors' OPEB Program
documents, John Wm. Butler, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, added.  He stressed
that the understanding that benefits are not vested under
Delphi's OPEB Programs is further demonstrated by the Debtors'
implementation of material changes to their health care program
in the past.

The Retiree Committee instead presented a motion for
reconsideration, which is not procedurally appropriate at this
time and should thus be denied by the Court, Mr. Butler asserted.
The Retiree Committee also has not come up with any new authority
to oppose the Court's bench ruling on the proper interpretation
of Section 1114.  Given the absence of new evidence, there is no
need for additional hearing, Mr. Butler argued.

Mr. Butler elaborated that pursuant to the Sprague decision, the
Sixth Circuit conclusively established the scope of GM's OPEB
liability just prior to the creation of Delphi's OPEB Programs.
When the Debtors agreed to establish programs "substantially
identical" to GM's and to assume liability for their employees
under those programs, the Sprague decision represented the
parties' understanding regarding the scope of that contractual
obligation between GM and Delphi, he pointed out.  He also argued
that the Debtors never assumed responsibility for retirees from
GM's former Frigidaire division and the Debtors' assumption of
GM's obligations to the American Axle retirees is pursuant to the
Master Separation Agreement.

Furthermore, the Debtors informed the Court that they intend to
create a structure for ongoing health insurance for retirees who
would qualify for Health Care Tax Credit in the event of
termination of the pension plan has a desirable outcome.  They
are thus engaged in discussions with the Retiree Committee on how
to preserve the availability of the HCTC and would also support
requests from the Retiree Committee on its obtaining a private
letter ruling from the Internal Revenue Service that a retiree-
created health care plan for retirees satisfies the requirements
for a "qualified plan" under the HCTC.  The Debtors added that
they have taken steps to inform retirees of their options to
prevent lapses or administrative problems in coverage caused by
their termination of payment of OPEB Programs.

The termination of OPEB Programs will not trigger lifetime
Consolidated Omnibus Reconciliation Act coverage under the
applicable statute and regulations, Mr. Butler maintained,
because the provision for lifetime COBRA coverage is limited to
the "substantial elimination of coverage" that occurs within one
year before or after the date of commencement of a bankruptcy
proceeding.  He added that the Debtors have provided COBRA
notices to retirees who have retired since November 1, 2007, and
are still within the 18-month COBRA period after their
retirement.

Notwithstanding negotiations on HCTC structure, the Debtors asked
the Court to reject as ground for reconsideration of the
Provisional Salaried OPEB Order the uncertainty of the outcome of
those negotiations or the ability to achieve a HCTC structure.

For the period from February 24 to March 10, 2009, Paul J.
Dobosz, George Kelch, Cathy L. Wilder, Joan Wyatt, and Donald C.
McLaughlin, all Salaried Retirees, filed late objections to the
Salaried OPEB Motion.

                        About Delphi Corp.

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

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

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

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: To Receive $2MM Fed Funding on Fuel Cell Research
--------------------------------------------------------------
Delphi Corporation and the Rochester Institute of Technology will
receive $2.4 million in federal funds for solid oxide fuel cell
development.  U.S. Rep. Louise M. Slaughter, D-N.Y., chairwoman of
the House Rules Committee, joined Bill Destler, president of
Rochester Institute of Technology (RIT); Steven Shaffer, chief
engineer for Fuel Cells at Delphi; and Nabil Nasr, director of
RIT's Center for Integrated Manufacturing Studies and Golisano
Institute for Sustainability to make the announcement at RIT on
Friday, March 13.

The funding was secured in the 2009 Department of Defense
Appropriations Bill written by Slaughter and New York's U.S.
Senate delegation.  It goes toward a joint project between Delphi
and RIT to accelerate manufacturability and application of solid
oxide fuel cells in the armed forces.

"I am proud to have secured federal funding to help make Rochester
the world center for fuel cell research, fuel cell development,
and ultimately fuel cell manufacturing," said Congresswoman
Slaughter.  "I applaud Delphi and RIT on their successes to
advance local fuel cell development, a mission with tremendous
potential for our nation's energy security and Rochester's
economic future."

The project seeks to accelerate the application of solid oxide
fuel cells into stationary and mobile power systems within the
U.S. Department of Defense.  This type of fuel cell is a highly
efficient electrochemical generator that produces environmentally
friendly electricity directly from currently available fuels.
This work builds upon Delphi's fuel cell development efforts and
will utilize the CIMS' expertise in manufacturing process
development, re-use and re-manufacture and design for life cycle
costs.

Last year, Delphi and RIT received $2.75 million in federal
funding for the project.

"Together, Delphi and RIT are addressing major challenges that
prevent the increased application of fuel cells to increase
soldiers' capabilities, support environmental policies and reduce
dependence on foreign energy sources," said Dan Hennessy,
Delphi's chief engineer for Divisional Advanced Engineering.
"This continued funding is vital to efforts that help the U.S.
Armed Services by providing the electrical power required in
their various applications."

"This important collaborative research program with Delphi
further strengthens the region's assets in sustainability and
alternative energy, and reinforces RIT's commitment to innovation
and our unique approach to corporate partnerships," said RIT
President William Destler.  "We especially appreciate
Congresswoman Slaughter's vision in sponsoring this initiative,
and her longstanding efforts on behalf of RIT and the greater
community."

"Thanks to the support of Congresswoman Slaughter, our research
partnership with Delphi will enhance the development and
implementation of alternative fuel technologies while also
promoting RIT's educational mission in sustainable development,"
noted Nabil Nasr, director of the Golisano Institute for
Sustainability at RIT. "In addition, these efforts will
ultimately increase the environmental quality of our
transportation sector and advance the new energy economy in the
Rochester region."

                        About Delphi Corp.

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

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

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

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DHP HOLDINGS: Asks Court to Approve Protocol for Sale of Assets
---------------------------------------------------------------
DHP Holdings II Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to approve procedures for an auction
for two business divisions, Lawn & Garden Specialty Tools (Desa
Tools) and Indoor and Outdoor Heating (Desa Heating).

The assets to be covered by the sale include equipment, dies,
blueprints, intellectual property, trademarks, job mapping, and
inventory of Desa Tools and/or Desa heating, and to schedule an
auction and sale hearing to consider the approval of the sale to
the successful bidders.  Desa Tools and Desa Heating are not
operating on a regular basis.

The Debtors have not been able to find a buyer willing to act as
stalking horse purchaser of the assets.

The deadline for the submission of bids will be on April 10, 2009,
at 4:00 p.m. Eastern time.  The Auction will commence at 10:00
a.m. (Eastern Time) on April 14, 2009, at the offices of
Pachulski, Stang, Ziehl & Jones LLP, 919 N. Market St., 17th
Floor, in Wilmington, Delaware.

Sale of the assets will be on an "as is, where is" basis.

The Debtors ask the Court to schedule a hearing on April 15, 2009,
at 3 p.m. to approve the sale.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DHP HOLDINGS: Committee Wants Challenge Deadline Moved to May 11
----------------------------------------------------------------
The official committee of unsecured creditors of DHP Holdings II
Corporation, et al., asks the U.S. Bankruptcy Court for the
District of Delaware to extend the deadline by which the Committee
may file a pleading challenging the Prepetition Senior Lien and
Claim Perfection Matters ("Prepetition Senior Action Filing
Deadline") from March 10, 2009, to May 11, 2009.

On February 6, 2009, the Court entered a final order authorizing
Debtors to use cash collateral.  Paragraph 16 of the final order
established March 10, 2009, as the Prepetition Senior Action
Filing Deadline.

The Committee tells the Court that it needs more time to complete
its investigation of potential claims that it may have with
respect to the Prepetition Senior Lien and Claim Perfection
Matters and and in order to allow it to continue negotiations with
the major constituents regarding a global resolution of
significant issues in these cases.

GE Business Financial Services formerly Merrill Lynch Business
Financial services, in its capacity as Prepetition Senior Agent
for certain prepetition lenders, has filed a limited objection to
the Committee's motion.

The Prepetition Senior Agent relates that at no time prior to the
filing of the motion did counsel to the Committee request an
extension of the Prepetition Senior Action Filing Deadline from
the Prepetition Senior Agent or its counsel.  Instead, the
Committee filed the motion on the expiration date of the
Prepetition Senior Action Filing Deadline.

The motion is scheduled for hearing on April 15, 2009.  A copy of
the Prepetition Senior Agent's proof of claim, which was filed
January 19, 2009, was provided to the Committee on or about
January 27, 2009.  Thus, by the time of the hearing, counsel to
the Committee will have had 11 weeks to review and analyze the
proof of claim in these Chapter 11 cases, the Prepetition Senior
Agent discloses.

The Prepetition Senior Agent does not object to the Committee's
motion to the extent that it relates to the value of the
Prepetition Collateral or affirmative causes against the
Prepetition Senior Agent or Prepetition Senior Lenders.  It merely
asks the Court not to extend the Prepetition Senior Action Filing
Deadline beyond the hearing date on April 15, 2009.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of ther issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DISCOVERY LAB: Revenues in Late '09; Going Concern Doubt Issued
---------------------------------------------------------------
In its annual report on Form 10-K, Discovery Laboratories, Inc., said,
"As of December 31, 2008,
we have an accumulated deficit of approximately $327.4 million and we
expect to continue to incur
significant increasing operating losses over the next several years.
As a result of our financial
position as of December 31, 2008, the audit opinion we received from
our independent auditors . . .
contained a notation related to our ability to continue as a going concern."

The Company has incurred a net loss of $39.11 million on
$4.6 million of revenues from collaborative agreements in 2008,
following a $40 million loss and
zero revenues for 2007.

As of December 31, 2008, the Company had cash and marketable
securities of $24.8 million and
three Committed Equity Financing Facilities (CEFFs) under which it
may, at its discretion (subject
to certain conditions, including minimum purchase price and volume
limitations), to raise in the
aggregate up to $114.2 million capital to support its business plans,
although the 2006 CEFF, which
currently has available up to approximately $34.3 million, will expire
in May 2009.

In March 2008, the Company restructured its strategic alliance with
Philip Morris USA Inc.
(PMUSA), d/b/a Chrysalis Technologies (Chrysalis) and assumed full
responsibility for the
development of the Capillary Aerosolization Technology.  As part of
the restructuring, Chrysalis
completed a technology transfer of the CAT and paid the Company $4.5
million to support further
development activities.

The Company did not earn revenue during the years ended December 31,
2007 and 2006.
However, it expects to record product revenues in the future.  "We
expect the FDA to complete its
review of our NDA in April 2009.  If Surfaxin is approved, we expect
our first revenues from
product sales in late-2009.  As Surfaxin is a hospital-based
indication, before we can make any
sales at a particular hospital, we will need to comply with that
hospital's formulary acceptance
requirements, which can be a time-consuming process.  As a result, we
expect our product revenues
to build slowly beginning in 2009 and 2010 and become more meaningful
in 2011 and beyond."

According to Ernst & Young LLP, "the Company has incurred recurring
operating losses and has
generated negative cash flows from operations since inception and
expects such results to continue
for the foreseeable future.  In addition, there is uncertainty as to
the Company's ability to raise
additional capital sufficient to meet its obligations on a timely
basis.  These conditions raise
substantial doubt about the Company's ability to continue as a going concern."

Discovery Laboratories, Inc. is a biotechnology company developing
Surfactant Replacement
Therapies (SRT) for respiratory disorders and diseases. The Company's
technology produces a
precision-engineered surfactant that is designed to closely mimic the
essential properties of natural
human lung surfactant. Its SRT pipeline is focused initially on the
respiratory conditions prevalent
in the Neonatal Intensive Care Unit (NICU) and Pediatric Intensive
Care Unit (PICU). The
Company has filed a new drug application (NDA) with the United States
Food and Drug
Administration (FDA) for its lead product, Surfaxin (lucinactant) for
the prevention of Respiratory
Distress Syndrome (RDS) in premature infants. It is also developing
Surfaxin for the treatment of
Acute Respiratory Failure (ARF) in children up to two years of age
suffering and for the prevention
and treatment of Bronchopulmonary Dysplasia (BPD) in premature infants.


ECLIPSE AVIATION: Client Group Mulls Acquisition of Business
------------------------------------------------------------
The Business Review reports that Eclipse Aviation Corp. owner Mike
Press said that 20 clients have expressed interest in acquiring
the Company.

The Business Review relates that Mr. Press said, "It's good news -
good news for the country because the company will hire back
employees and get the industry back up and running.  We want 100%
of shareholders to be customers."

According to The Business Review, Mr. Press said that he expects
to have the firm commitment from customers to purchase Eclipse
Aviation within the next two to three weeks.

The Business Review states that Mr. Press and Mason Holland will
call the new company Eclipse Jet LLC.

                     About Eclipse Aviation

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

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


FEDERAL FREIGHT: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Texarkana Gazette reports that Federal Freight Systems Inc. has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Eastern District of Texas.

According to Texarkana Gazette, Federal Freight said that the
bankruptcy filing isn't about a lack of funds.  The report quoted
Federal Freight President Gerald Ragle as saying, "It's more
reorganizing than bankruptcy."

Texarkana, Texas-based Federal Freight Systems Inc. is a trucking
company, which handles cargo primarily for the Department of
Defense.


FISHER COMMUNICATIONS: Bond Buyback Won't Move Moody's B2 Rating
----------------------------------------------------------------
Moody's Investors Service commented that the bond buyback
announced by Fisher Communications, Inc. does not impact its B2
corporate family rating or stable outlook.  During the first
quarter of 2009 Fisher repurchased approximately $15 million in
aggregate principal of its 8.625% senior notes due 2014
($150 million outstanding principal prior to buyback) for total
consideration of approximately $13 million in cash.

Moody's most recent action on Fisher was the affirmation of
ratings and change of the outlook to stable from positive on
November 17, 2008.

Fisher Communications, Inc., headquartered in Seattle, Washington,
operates television and radio broadcasting stations in the western
United States, as well as Fisher Plaza, a mixed use facility
located near downtown Seattle.  Its annual revenue is
approximately $170 million.


FLEETWOOD ENTERPRISES: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------------
The Hon. Meredith A. Jury of the United States Bankruptcy Court
for the Central District of California authorized Fleetwood
Enterprises Inc. and its debtor-affiliates to use, on an interim
basis, cash collateral securing repayment of secured loan to their
prepetition secured lenders from March 15, 2009 to June 7, 1009.

A hearing is set for March 26, 2009, at 3:00 p.m., to consider
final approval of the motion.  Objections, if any, are due
March 20, 2009, by 4:00 p.m.

The Debtors are parties to a third amended and restated credit
agreement dated Jan. 5, 2007, as modified from time to time, with
BofA, Wells Fargo Foothill Inc. fka Foothill Capital Corporation,
Textron Financial Corporation, PNC Bank National Association,
Wachovia Capital Finance Corporation (Western).  The prepetition
secured credit facility comprises a revolving line of credit
consisting of revolving loans and letters of credit.  Under the
agreement, the lenders are granted security interest in
substantially all of the Debtors' personal property.  As of March
March 6, 2009, the Debtors owe $61,690,980 in unpaid reimbursement
obligations plus interest and additional sums for reasonable
costs, reasonable attorneys' fees and other amounts to the
lenders.

An immediate need exist for the Debtors to continue using the cash
collateral in order to continue operations and to administer and
preserve the value of their assets, said Craig H. Millet, Esq., at
Gibson, Dunn & Crutcher LLP in Irvine, California.  The absent of
cash collateral would immediately and irreparably harm the
Debtors' estate, and their creditors and equity holders, Mr.
Millet noted.

As adequate protection, the lenders will receive replacement liens
to secured any diminution in their interest in the cash
collateral.

A full-text copy of the Debtors' cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?3a52

Headquartered Riverside, California, Fleetwood Enterprises, --
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 company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., atGibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FLEETWOOD ENTERPRISES: Faces Class Action for WARN Act Violations
-----------------------------------------------------------------
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, and Berger &
Montague, P.C., have filed a class action lawsuit in the United
States Bankruptcy Court for the Central District of California,
Justice v. Fleetwood Enterprises, Inc., Civil Action No. 6:09-ap-
01108-BB, on behalf of over 700 employees who were laid off by
Fleetwood Enterprises, Inc. on Monday, March 9, 2009, without
receiving any notice.

Fleetwood filed for Chapter 11 bankruptcy protection on Tuesday,
March 10, 2009 in Riverside, California.

The lawsuit claims that Fleetwood violated the Worker Adjustment
and Retraining Notification Act which provides that employers must
give sixty days notice to employers prior to a plant closing or
mass layoff.  The lawsuit seeks 60 days wages and benefits in lieu
of the notice.

The lead plaintiffs, Sandra Justice and Alicia Rice, were employed
at Fleetwood's plant in Edgerton, Ohio that constructed travel
trailers.  Fleetwood stated in its bankruptcy filing that it will
continue to make motor coaches and manufactured homes but is
permanently shutting down at least three manufacturing plants and
two service facilities.

"Fleetwood appears to have engaged in a blatant violation of the
WARN Act by failing to provide its employees sixty days advance
notice of these plant closings and mass layoffs, and workers who
are terminated without notice do not have time to search for new
employment.  For those living paycheck to paycheck, such notice is
crucial to the ability to find substitute work and to support
their families," said Shanon Carson of Berger & Montague, P.C.,
one of the attorneys for the plaintiffs.

Co-counsel for the plaintiffs, Charles A. Ercole of Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, states, "We repeatedly
see employers ignoring the WARN Act.  The employees are the last
ones to know and that is exactly what the WARN Act was meant to
prevent."

Former employees of Fleetwood who were part of these layoffs can
obtain additional information from:

     Shanon Carson
     Tel: (215) 875-4656
     scarson@bm.net

     -- or --

     Chuck A. Ercole
     Tel: (215) 568-6060
     cercole@klehr.com

The cases are being prosecuted by the Philadelphia law firms of
Berger & Montague, P.C. -- http://www.bergermontague.com/and
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP -
http://www.klehr.com/

The law firm of Berger & Montague, P.C., consists of over 60
attorneys who represent plaintiffs in complex litigation.  The
firm's Employment Law Group has extensive experience in
representing employees in class and collective action litigation,
and the firm has played lead roles in major cases for almost 40
years resulting in recoveries of billions of dollars for its
clients and the classes they represent.

The law firm of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP,
is a full service law firm with approximately 100 attorneys.  It
has a reputation for aggressive litigation and has a significant
bankruptcy practice as well.  Mr. Ercole is the Chair of the
firm's Labor and Employment law practice group and has
successfully litigated more than a dozen WARN Act class actions.

Fleetwood Enterprises, Inc. -- http://www.fleetwood.com-- makes
recreational vehicles and manufactured homes.  The company has
about 9,000 associates working in facilities strategically located
throughout the nation.

Fleetwood and its affiliates filed for bankruptcy on March 10,
2009 (Bankr. C.D. Calif. Case No. 09-14254).  The Hon. Sheri
Bluebond presides over the case.  Craig Millet, Esq., at Gibson,
Dunn & Crutcher LLP, in Irvine, represents the Debtors' as
counsel.  FTI Consulting Inc. and Greenhill & Co. LLC serve as
advisors.  The Debtors estimated both assets and debts to total
$500 million to $1 billion as of the bankruptcy petition date.


FLEETWOOD ENTERPRISES: Seeks Court Nod for KCC as Claims Agent
--------------------------------------------------------------
Fleetwood Enterprises Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Central District of
California for permission to employ Kurtzman Carson Consultants
LLC as their claims and noticing agent.

The firm will:

   a) prepare and serve required notices in this chapter 11 case,
      including:

      -- a notice of the commencement of the case and the initial
         meeting of creditors under section 341(a) of the
         Bankruptcy Code;

      -- a notice of the claims bar date;

      -- notices of any hearings on a disclosure statement and
         confirmation of a chapter 11 plan; and

      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for an orderly
         administration of this case.

   b) Within five business days after the service of a particular
      notice, file with the Clerk's Office a declaration of
      service that includes (i) an alphabetical list of persons
      on whom the firm served the notice, along with their
      addresses, and (ii) the date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in this case at a location other than where
      the originals are maintained;

   d) maintain an official claims register in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information for
      each such claim or interest asserted:

      -- name and address of the claimant or interest holder and
         any agent thereof, if the proof of claim or proof of
         interest was filed by an agent;

      -- date that the proof of claim or proof of interest was
         received by the firm or the Court;

      -- claim number assigned to the proof of claim or proof of
         interest; and

      -- asserted amount and classification of the claim.

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims register as
      approved by the Clerk of the Court;

   f) periodically audit the claims information to assure the
      Clerk's Office that the claims information is being
      appropriately and accurately recorded in the
      official claims register;

   g) allow the Clerk's Office to independently audit the claims
      information during regular business hours;

   h) mail a notice of the bar date approved by the Court for the
      filing of a proof of claim and a form for filing of a proof
      of claim to each creditor notified of the filing;

   i) transmit to the Clerk's Office a copy of the claims
      register on a bi-weekly basis or at such other times as the
      Clerk's Office may direct;

   j) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      such list available upon request to the Clerk's Office or
      any party in interest;

   k) provide the public and the Clerk's Office access to copies
      of the proofs of claim or proofs of interest filed in this
      chapter 11 case without charge during regular business
      hours in a viewing area at the following address: 2335
      Alaska Avenue, El Segundo, California 90245;

   l) allow the Clerk's Office to inspect the firm's premises at
      anytime during regular business hours;

   m) record all transfers of claims pursuant to Federal
      Bankruptcy Rule 3001(e) and provide notice of such
      transfers as required by Federal Bankruptcy Rule 3001(e);

   n) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   o) provide temporary employees to process claims as necessary;

   p) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

   q) provide such other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtors.

The firm will be paid for services rendered in accordance to the
service agreement dated Feb. 20, 2009.  A full-text copy of the
service agreement is available for free at:

               http://ResearchArchives.com/t/s?3a54

Michael J. Frishberg, vice president of corporate restructuring
services of the firm, assures the Court that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered Riverside, California, Fleetwood Enterprises, --
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 company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., atGibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FOAMEX INT'L: Panel Opposes $95-Mil. DIP Loan, Bonus Program
------------------------------------------------------------
Bloomberg's Bill Rochelle reports that the official creditors'
committee for Foamex International Inc. is opposing (i) the
proposed $95 million secured financing from MatlinPatterson Global
Advisers LLC, and (ii) a bonus program that could pay the top 14
executives a total of more than $1.8 million.

According to Bloomberg, the Creditors Committee says the
$95 million loan from MatlinPatterson, which is also buying the
business, is "illusory."  The Committee argues that the new loan
is actually a $5 million reduction in the revolving credit in
effect before bankruptcy, the report says.

The Committee, Bloomberg relates, asserts the loan is "mostly to
facilitate" a sale to MatlinPatterson where the lender will buy
the assets not with cash but by using secured debt.

The Committee also balks at the $2 million in fees the lenders
will get for making the new loan and a separate prepayment
penalty of $1.8 million if the loan is repaid before its
four-month maturity and someone other than MatlinPatterson is the
buyer.  The Committee, according to the report, says it's too soon
for the bankruptcy court to be approving breakup fees in
connection with a sale.

The Committee, joined by some of the first-lien lenders, also asks
the U.S. Bankruptcy Court for the District of Delaware to deny
approval of the executives' bonus program where the chief
executive officer stands to take down $755,000.  According to Mr.
Rochelle, the U.S. Trustee has objected, pointing out that no
special duties are required from the executives and they become
eligible simply by remaining with the company until the vesting
date.

                      About Foamex International

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

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

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

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


FORD MOTOR: Cuts Production in Europe Due to Waning Demand
----------------------------------------------------------
Christoph Rauwald at The Wall Street Journal reports that Ford
Motor Co.'s European division is cutting production capacity due
to weakening demand.

WSJ says that the cuts will mainly affect Ford's operations in:

      -- Spain, wherein Ford's Valencia plant will move to two
         shifts from three on May 1;

      -- Germany, wherein the Saarlouis factory will stick to
         shorter working hours.  Ford chose Saarlouis as the lead
         plant for all derivatives of the next-generation Focus.
         Ford will end the production of the Kuga and C-MAX
         models at the facility and won't replace them with other
         models; and

      -- Rome, wherein the engine plant in Cologne will share the
         production of a new, small-displacement EcoBoost
         gasoline engine with the Craiova manufacturing facility.

Ford of Europe CEO John Fleming said in a statement, "We will do
whatever it takes to ensure the continuing viability of our
business, and further actions can be expected."  According to WSJ,
Ford Motor could take more steps to lower costs and foster
profitability.

                          About Ford Motor

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

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

                           *     *     *

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

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


FORD MOTOR: UAW to Accept Common Stock As VEBA Payout
-----------------------------------------------------
Ford Motor Co. and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America have
amended the parties' 2007 collective bargaining agreement in a
manner that will allow Ford to significantly reduce its hourly
labor costs.  In addition, Ford agreed in principle to modify a
settlement agreement with the UAW by providing Ford the option to
use Ford common stock to pay up to 50% of its future payment
obligations to a New Voluntary Employee Beneficiary Association
trust pursuant to the Settlement Agreement.

Ford entered into a settlement agreement dated March 28, 2008,
with UAW and class representatives of former UAW-represented Ford
employees, relating to retiree health care obligations.  The
Settlement Agreement provides that upon its implementation date --
anticipated to be December 31, 2009 -- a new retiree health care
plan, to be funded by a New Voluntary Employee Beneficiary
Association trust, will be permanently responsible for providing
retiree health care benefits for covered current and former UAW-
represented Ford employees.

Under the terms of the Settlement Agreement, Ford is required to
fund the New VEBA through a number of sources, including funds
that are currently in existing voluntary employee beneficiary
association trusts, Ford-issued convertible and term notes, and
cash.  The parties to the Settlement Agreement have acknowledged
that Ford's obligations to pay into the New VEBA are fixed and
capped as provided in the Settlement Agreement and that Ford is
not responsible for, and does not provide a guarantee of:  (1) the
payment of future benefits to plan participants, (2) the asset
returns on the funds in the New VEBA, or (3) the sufficiency of
assets in the New VEBA to fully pay the obligations of the New
VEBA or the New Plan.

"Given the current economic environment, it is important that we
remain competitive with other automobile manufacturers and that we
are able to operate profitably at current industry demand and
changing model mix," Louis J. Ghilardi, Ford Assistant Secretary,
said.  "Our principal domestic competitors are being required,
under the terms of government-funded restructurings, to seek to
reduce public unsecured debt by two-thirds, to reduce by half the
cash expense associated with their retiree health care voluntary
employee benefit association trusts, and to achieve parity in
labor costs with the U.S. operations of non-domestic automobile
manufacturers.  Although we have not sought government bridge
loans, we are committed to remaining competitive and have sought
to achieve results similar to those required of these
competitors."

The modification of the Settlement Agreement, ratified by the UAW
membership on March 9, 2009, is subject to final court approval
and other conditions, such as obtaining "prohibited transaction"
exemptions from the Department of Labor to permit the transactions
described, including allowing the New VEBA trust to hold Ford
securities that are not "qualifying employer securities."  In
addition, to have the ability to exercise fully Ford's option to
pay up to 50% of its future payment obligations to the New VEBA in
Ford common stock, Ford must obtain shareholder approval.

Ford agreed with the UAW that both the amendments to the 2007
collective bargaining agreement and the Modification would be
conditioned on, among other things, pursuing restructuring actions
with all of Ford's stakeholders, including meaningful debt
reduction over time consistent with the government requirements
applicable to Ford's domestic competitors under their government-
funded restructurings.

In the event that the Modification is approved by the court and
the other conditions to its implementation are met, Ford would
issue to the New VEBA two notes, Note A and Note B.  These notes
would be issued to the New VEBA in lieu of:

   (i) the notes contemplated to be issued under the Settlement
       Agreement (i.e., a 5.75% Senior Convertible Note due
       January 1, 2013 in the principal amount of $3.3 billion, a
       9.5% Guaranteed Secured Note due January 1, 2018 in the
       principal amount of $3 billion, and a 9% Short Term Note
       due December 31, 2009 in the principal amount of
       $2.28 billion, which represents the value of the assets at
       December 31, 2008 in the Temporary Asset Account
       established under the Settlement Agreement, and

  (ii) the base amount payments consisting of annual installments
       of $52.3 million payable through 2022 under the Settlement
       Agreement.

Note A, a non-interest bearing note in the principal amount of
$6,630.47 million, would require Ford to make cash payments to the
New VEBA according to the schedule set forth below beginning on
December 31, 2009, and thereafter on June 30 of each year in the
period 2010 through 2022.

Note B, a non-interest bearing note in the principal amount of
$6,511.85 million, also would require Ford to make payments to the
New VEBA starting on December 31, 2009, and thereafter on June 30
of each year in the period 2010 through 2022.  Note B, however,
gives Ford the option of making each payment in cash, Ford common
stock, or a combination of cash and Ford common stock.  The
aggregate principal amount of Note A and Note B (i.e.,
$13.1 billion), and the amortization, represents the equivalent
value of:

   (i) the principal amounts of and interest payments on the Old
       Notes,

  (ii) the annual $52.3 million base payment amounts, and

(iii) an additional $25 million per year during the period 2012
       through 2018, which is intended to cover transaction costs
       the New VEBA incurs in selling any shares of Ford common
       stock delivered pursuant to the terms of Note B.

Note A and Note B do not include or represent amounts constituting
assets in the Existing Internal VEBA -- $2.7 billion at December
31, 2008 -- or interest payments on the Old Notes and base amount
payments made prior to December 31, 2009 into the TAA.  These
assets or amounts will be transferred in accordance with the
original terms of the Settlement Agreement.

The schedule of payments for Note A and Note B:

   * December 31, 2009:  Note A - $1,243.47 million,
                         Note B - $609.95 million

   * June 30, 2010:      Note A - $265 million;
                         Note B - $609.95 million

   * June 30, 2011:      Note A - $265 million;
                         Note B - $609.95 million

   * June 30, 2012:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2013:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2014:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2015:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2016:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2017:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2018:      Note A - $679 million;
                         Note B - $654 million

   * June 30, 2019:      Note A - $26 million;
                         Note B - $26 million

   * June 30, 2020:      Note A - $26 million;
                         Note B - $26 million

   * June 30, 2021:      Note A - $26 million;
                         Note B - $26 million

   * June 30, 2022:      Note A - $26 million;
                         Note B - $26 million

In the event Ford elects the stock payment option for any portion
of the Note B payments due in 2009, 2010, or 2011, the shares of
Ford common stock to be delivered in settlement of such payment
will be priced for this purpose at $2.00, $2.10, and $2.20 per
share, respectively -- subject to adjustment for any stock split,
stock dividend or stock recombination.  If the New VEBA sells the
shares delivered during this period at a loss (i.e., below those
fixed prices), Ford agrees, subject to certain limitations, to pay
up to $50 million per year (or $150 million in total) to reimburse
the New VEBA for some or all of those losses.

With respect to payments after 2011 under Note B, in the event
that Ford elects the stock payment option, the number of shares of
Ford common stock to be delivered in settlement of such payment
shall be priced at the average of the volume-weighted average
stock price for each of the 30 trading days ending on the second
business day prior to the relevant payment date.

Ford's option to settle with Ford common stock all or any portion
of the amounts due with respect to Note B will be subject in each
instance to the satisfaction of certain conditions on the
applicable payment date, including:

     A. No event of default has occurred under Ford's outstanding
        public debt securities, bank credit facilities, or notes
        or other securities issued to the New VEBA, and Ford has
        paid all amounts due on or prior to such payment date on
        Note A and Note B (in cash, or through the exercise of
        the stock payment option with respect to any payment or
        portion thereof or the deferral of any payment or portion
        thereof as described below, as applicable);

     B. No bankruptcy or insolvency proceeding has been commenced
        by or against Ford;

     C. Ford has made no assignment for benefit of creditors or
        admission of general inability to pay debts;

     D. Ford common stock is listed on the New York Stock
        Exchange or other national securities exchange on the
        payment date, and the NYSE (or such other securities
        exchange) has not commenced or provided notice of the
        commencement of any delisting proceedings or inquiries on
        or prior to the payment date;

     E. No judgment in excess of a specified amount has remained
        unsatisfied and unstayed for more than 30 days;

     F. No "termination event" (as defined by the Employee
        Retirement Income Security Act) has occurred with respect
        to either of Ford's two major U.S. defined benefit
        pension plans;

     G. Ford has received no audit opinion containing a going
        concern explanatory paragraph for the fiscal year
        immediately preceding the applicable payment date; and

     H. The price per share of Ford common stock is greater than
        $1.00 (subject to adjustment for any stock split, stock
        dividend or stock recombination).

If on any payment date under Note B, all conditions are met, then,
subject to certain conditions and limitations, Ford would have the
right to not make the relevant payment on such payment date and
instead defer the payment by paying it in up to five equal annual
installments beginning with the next scheduled payment date.  This
will allow Ford to make such payment (or installment thereof) in
common stock on any deferred installment date if all the
conditions for payment in common stock have been met on such date.

Notwithstanding Ford's option to make payments pursuant to Note B
in shares of Ford common stock in lieu of cash, Ford intends to
use its discretion to determine which form of payment makes sense
on each payment date, balancing liquidity needs and preservation
of shareholder value.  In making such a determination, Ford will
consider facts and circumstances existing at the time of each
required payment, including market and economic conditions, Ford's
available liquidity, and the price of Ford common stock.

Under the Modification, Ford also will issue to the New VEBA a
warrant entitling it to purchase 362 million shares of Ford common
stock at an exercise price of $9.20 per share, which is intended
to mirror the economic value in the Convertible Note provided for
in the Settlement Agreement.  In addition, the Modification
provides for certain hedging restrictions, certain sales
restrictions relating to Note A and Note B as well as the warrant
and shares of Ford common stock, and customary registration rights
relating to the sale of shares of Ford common stock received by
the New VEBA pursuant to Ford's stock payment option in respect of
Note B, as well as the warrant and shares issued upon exercise.

As disclosed in its Annual Report on Form 10-K for the year ended
December 31, 2008, as of February 13, 2009, Ford had outstanding
2,325,468,761 shares of Ford common stock.  Using the price of
$2.00 per share for the December 31, 2009 Note B payment, the
number of shares of Ford common stock that could be issued would
be 304,975,000 shares.

The issuance to the New VEBA would make the New VEBA an owner of
more than 5% of Ford common stock and, thus, an "affiliate" of
Ford for purposes of the NYSE Listed Company Manual.  Accordingly,
any further issuance of Ford common stock in excess of 1% of the
then-outstanding amount of shares to the New VEBA in satisfaction
of any portion of a Note B payment would require shareholder
approval.

Furthermore, assuming Ford satisfies all or a substantial portion
of its future payment obligations under Note B by issuing Ford
common stock, Ford anticipates exceeding the 20% share-issuance
limit prescribed in the NYSE Listed Company Manual.  Under this
limitation, a company whose shares are listed on the NYSE cannot,
without shareholder approval, issue shares of its common stock in
a transaction or series of related transactions in amounts equal
to or in excess of 20% of the number of shares of common stock
outstanding.  Consequently, Ford will request approval from its
shareholders at its annual meeting on May 14, 2009 to allow the
automaker to issue Ford common stock to the New VEBA.

Ford conducted a conference call on March 11, 2009 to discuss the
amendments to its 2007 collective bargaining agreement and the
Modification and take questions from media and analysts.  Through
March 18, 2009, replays of the call will be available by dialing
toll free 888-286-8010 (within the United States) or 1-617-801-
6888 (from outside the United States); the passcode for the replay
is 29481628.  Supporting materials from the call also will be
available at: http://www.shareholder.ford.com

                       About Ford Motor Co.

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

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

                         *     *     *

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


FORUM HEALTH: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Forum Health
        8747 Squires Lane NE
        Warren, OH 44484

Bankruptcy Case No.: 09-40795

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Forum Health Rehabilitative Services Co.           09-40796
Forum Health Diagnostics Co.                       09-40797
Forum Health Enterprises Co.                       09-40798
Forum Health Outreach Laboratories, Inc.           09-40799
Western Reserve Health Foundation                  09-40800
Forum Health Ventures Co.                          09-40801
Forum Health Pharmacy Services Co.                 09-40802
Forum Health Services Co.                          09-40803
Western Reserve Care System                        09-40804
Dacas Nursing Support Systems, Inc.                09-40805
Dascas Nuring Systems, Inc.                        09-40806
Beeghly Oaks                                       09-40807
Trumbull Memorial Hospital                         09-40808
Trumbull Memorial Hospital Foundation              09-40809
Comprehensive Psychiatry Specialists, Inc.         09-40810
PrideCare, Inc.                                    09-40811
Visiting Nurse Association and Hospice of          09-40812
Northeast

Type of Business: The Debtors offer health care services.  The
                  Debtors' primary service area consists of the
                  northeast Ohio counties of Mahoning, Trumbull
                  and Columbiana; and northeast Ohio counties
                  of Ashtabula, Geauga and Portage and the
                  Pennsylvania counties of Mercer and Lawrence

                  See: http://www.forumhealth.org/

Chapter 11 Petition Date: March 16, 2009

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Paul W. Linehan, Esq.
                  plinehan@mcdonaldhopkins.com
                  Shawn M Riley, Esq.
                  sriley@mcdonaldhopkins.com
                  McDonald Hopkins LLC
                  600 Superior Avenue E, Suite 2100
                  Cleveland, OH 44114-2653
                  Tel: (216) 348-5400
                  Fax: (216) 348-5474

Co-Counsel:       Michael A. Gallo, Esq.
                  gallo@nnblaw.com
                  Nadler Nadler & Burdman Co., LPA
                  20 Federal Plaza West, Suite 600
                  Youngstown, OH 44503-1559
                  Tel: (330) 744-0247
                  Fax: (330) 744-8690

Claims, Noticing
and Balloting Agent: Kurtzman Carson Consultants LLC

Financial Advisors: Huron Consulting Services LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Siemens Healthcare             trade debt        $1,322,240
Diagnostics Inc
1717 Deerfield Road
Deerfield, IL 60015-0778
Tel: (800) 241-0420
Fax: (800) 344-8981

Owens & Minor                  trade debt        $962,031
9120 Lockwood Blvd.
Mechanicsville, VA 23116
Attn: Cheryl Osikowicz
Tel: (866) 423-9900
Fax: (856) 423-7895

Zimmer US Inc.                 trade debt        $407,430
345 East Main Street
Warsaw, IN 46580
Tel: (574) 267-6131
Fax: (574) 372-4988

Boston Scientific Corp.        trade debt        $398,438

Medtronic Inc.                 trade debt        $380,325

Guidant Sales Corp.            trade debt        $318,690

Medtronic Sofamor Danek        trade debt        $300,700

Johnson & Johnson Healthcare   trade debt        $298,782
Systems Inc.

Deptuy Orthopaedics, Inc.      trade debt        $286,896

Stryker Spine                  trade debt        $232,452

GE Medical Systems             trade debt        $229,176

Hill-Rom                       trade debt        $224,152

W L gore & associates          trade debt        $201,050

Philips Medical Systems NA Co. trade debt        $175,027

St. Jude Medical Inc           trade debt        $167,741

Synthes Ltd. USA               trade debt        $157,785

Reino Linen Service Inc.       trade debt        $147,664

Stentor Inc. Philips           trade debt        $143,305

C R Bard Inc                   trade debt        $130,562

Hospira Worldwide Inc          trade debt        $130,452

Stryker Orthopaedics           trade debt        $98,813

Merry X-ray (MXR)              trade debt        $87,792

Standard Textile Company       trade debt        $85,556

Atc Healthcare Services Inc    trade debt        $82,447

Bracco Diagnostics Inc.        trade debt        $80,140

Gamma Med Inc.                 trade debt        $72,853

Independence Business Supply   trade debt        $71,313

Biotronics Inc                 trade debt        $70,281

Cardinal Health Inc            trade debt        $68,537

Neo Pet LLC                    trade debt        $66,875

Centers for Dialysis Care      trade debt        $61,410

Sunquest Information           trade debt        $61,259
Systems

College of American            trade debt        $59,164
Pathologists

KCI USA                        trade debt        $53,810

Arrow International Inc        trade debt        $53,602

United States Surgical         trade debt        $50,615

Executive Health Resources     trade debt        $50,360

Biomet Inc                     trade debt        $49,943

Cook Medical Inc               trade debt        $48,798

Shiftwise Corporation          trade debt        $48,699

Service Express Inc            trade debt        $48,198

Comdoc Inc.                    trade debt        $46,748

Network Services Company       trade debt        $45,816

Micro Focus Inc                trade debt        $45,360

OSSI (OSSI, Inc.)              trade debt        $42,444

Associates in Anesthesiology   trade debt        $41,666

Return on Investment Systems   trade debt        $38,983

Arthocare Corp                 trade debt        $37,753

Philips Medical Capital        trade debt        $36,153

Aspect Medical Systems         trade debt        $33,943

The petition was signed by Walter J. Pishkur, president and chief
executive officer.


GENERAL GROWTH: Payment Deadline of $395 Million in Bonds Passes
----------------------------------------------------------------
Kris Hudson at The Wall Street Journal reports that General Growth
Properties Inc. has let a Monday due date for $395 million in
bonds pass without payment.

According to WSJ, General Growth is seeking a nine-month bond
payment extension.  WSJ relates that General Growth is expecting
that holders of the past-due bonds won't file an involuntary
bankruptcy petition against the Company and instead allow it to
restructure its $27 billion debt load out of court.

WSJ states that some investors, including Bill Ackman of Pershing
Square Capital Management LLC, believe that a bankruptcy filing is
likely.  WSJ quoted Mr. Ackman as saying, "We think the company
will ultimately have to file for bankruptcy, but we think that
it's a wholly solvent company with a liquidity problem.  I don't
think they'll need to dilute shareholders.  All they need to do is
extend the maturities [in bankruptcy court] and they can refinance
those debts as they come due."

Mr. Ackman, says WSJ, purchased 7.5% of General Growth's stock in
recent months and put another 18% under swap contracts in a bet
that the Company's equity will survive a bankruptcy intact.
According to the report, Mr. Ackman expects to soon get a seat on
General Growth's board.

WSJ reports that General Growth has two sets of bondholders that
it is hoping will refrain from demanding payment for their bonds
this year:

     -- holders of $595 million in bonds due this month and in
        April, and

     -- holders of almost $1.7 billion in bonds due in 2012 and
        2013.

General Growth, according to WSJ, had wanted to get 90% of the
first group and 75% of the second group to agree to its consent
solicitation by Monday, and could extend its deadline if the
effort falls short.  WSJ says that General Growth didn't yet have
results to report after Monday.  The postponed deadline might be
moot now that some of the bonds are past due, according to WSJ.
WSJ relates that the Company has $1.2 billion of debt that is past
due and another $4.1 billion that banks could call due if they
choose due to cross-default provisions.

                      About General Growth

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

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

                         *     *     *

As reported by the Troubled Company Reporter on March 11, 2009,
Fitch Ratings downgraded the IDR and outstanding debt ratings of
General Growth Properties (GGP) to 'RD' from 'C'.  Fitch also
removed GGP from Rating Watch Negative.


GENERAL GROWTH: Lenders Extend Forbearance Until Year's End
-----------------------------------------------------------
General Growth Properties, Inc., on Monday said the administrative
agent under the company's
2006 Senior Credit Agreement received consents from the requisite
lenders thereunder to waive
certain identified events of default under the 2006 Senior Credit
Agreement and to forbear from
exercising certain of the lenders' default related rights and remedies
with respect to such identified
events of default until December 31, 2009 -- unless terminated earlier
in accordance with the terms
of such forbearance agreement -- subject to certain conditions,
including final documentation.

General Growth's subsidiary, The Rouse Company LP, has extended the
expiration date for its
consent solicitation to 5:00 p.m., New York City time, on March 20,
2009.  In the solicitation,
TRCLP is seeking consents from the holders of TRCLP's unsecured notes
-- five series with an
aggregate outstanding principal amount of approximately $2.25 billion
at December 31, 2008 -- to
forbear from exercising remedies with respect to various payment and
other defaults under the
TRCLP Notes through December 31, 2009.

The company also noted that it has been informed by the
representatives of an ad hoc committee of
holders of TRCLP Notes, the members of which hold in the aggregate
approximately 41% of
TRCLP Notes, that all of the members of the ad hoc committee have
committed to consent to the
forbearance.

As of 5:00 p.m. on March 16, 2009, consents had been validly delivered
(and not validly revoked)
with respect to these amounts of TRCLP Notes:

      3.625% Notes due 2009      $163,897,000 (41.5%)
      8% Notes due 2009          $117,591,000 (58.8%)
      7.20% Notes due 2012       $329,869,000 (82.5%)
      5.375% Notes due 2013      $310,419,000 (69.0%)
      6-3/4% Notes due 2013      $593,272,000 (75.4%)

The minimum acceptance levels for each series of the TRCLP Notes are:
90% of the 3.625% Notes
due 2009 and the 8% Notes due 2009; 75% of the 7.20% Notes due 2012,
the 5.375% Notes due
2013 and the 6-3/4% Notes due 2013. Holders of TRCLP Notes who have
previously validly
delivered consents will continue to have the right to revoke their
consents through the extended
expiration date.

Effectiveness of the forbearance under the 2006 Senior Credit
Agreement will be conditioned on
and subject to, among other things, the successful completion of the
consent solicitation and
effectiveness of the forbearance agreement relating to the TRCLP Notes.

"We are pleased that we have been able to obtain consents from the
requisite lenders under our
2006 Senior Credit Agreement and with the positive reaction to the
TRCLP bond consent
solicitation," said Adam Metz, chief executive officer. "Given this
support, we feel it is appropriate
to extend the expiration date for the consent solicitation in order to
give bondholders more time to
receive and review the consent solicitation materials and to consider
this request."

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

                      About General Growth

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

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

                         *     *     *

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


GENERAL MOTORS: KPMG Puts Ethical Wall Amid Delphi Engagement
-------------------------------------------------------------
KMPG LLP, which provides tax advisory services to Delphi Corp.,
said it is also providing services to Delphi's former parent,
General Motors Corporation.  KPMG said it has instituted
procedures so that professionals who provide services to the
Debtors will not provide services to GM, or share information
concerning the Debtors with professionals providing services to
GM.

Gary A. Silberg, a partner at KMPG LLP, informed the U.S.
Bankruptcy Court for the Southern District of New York that his
firm has identified two professionals for which the ethical screen
may be removed:

  1. Brian Hogan has provided services to the Debtors in
     connection with fresh-start accounting, as well as
     accounting for impairment and discontinued operations.  He
     has billed the Debtors for 895 hours of service and has
     last provided services to the Debtors in August 2007.

  2. Daniel Gary provided accounting services to the Debtors in
     connection with the impairment of goodwill and long-lived
     assets, the tax impact of valuation issues and fresh-start
     accounting.  He has billed the Debtors 966 hours of service
     and has last provided services to the Debtors in April
     2008.

Mr. Silberg says the Debtors have not objected to the removal of
the ethical screen with respect to Messrs. Gary and Hogan and
that KMPG will maintain the ethical screen.

Mr. Silberg notes that neither Mr. Gary nor Mr. Hogan is
currently providing services to the Debtors or is expected to do
so in the future.   He states that should Messrs. Gary and Hogan
provide services to GM, those services will not involve a matter
adverse to the Debtors or involve any confidential information of
the Debtors.

He assures the Court that KMPG continues to not hold or represent
an interest adverse to the Debtors' estates that would impair its
ability to objectively perform services to the Debtors and is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                        About Delphi Corp.

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

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

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

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: Renames Asset Management Arm to Promark Global
--------------------------------------------------------------
General Motors Asset Management has changed its brand identity to
Promark Global Advisors, Inc., in recognition of its growing
client diversification.

According to American Bankruptcy Institute, GM dropped its name
from the company's asset-management arm in another push to market
the asset-management services to other companies.

New York-based Promark -- http://www.promarkglobal.com-- manages
more than $130 billion of assets, representing more than 30
employee benefit plans, foundations and other institutional
clients.  Along with its predecessor firms, Promark has been
managing investments for employee benefit funds for more than 60
years.  The Promark group includes Promark Investment Advisors,
Inc., an SEC-registered investment adviser, and Promark Trust
Bank, N.A., an OCC-chartered bank.

"GM remains our largest client and we expect the company to
continue to be a vital part of our business," said Nancy Everett,
CEO of Promark Global Advisors.  "The experience gained through
this relationship enables us to bring a unique perspective and
commitment to managing the plan assets of other firms, a fact we
are highlighting with the new brand."

Promark is focused on managing pension plans using asset and
liability management solutions and developing customized
investment programs for each client, as well as providing
investment management for specific mandates, most notably
alternative investments such as real estate and absolute-return
strategies.

The change is a name change only, and does not relate to any
ownership or organizational changes with respect to Promark.

                 Promark Global Advisors Fast Facts

Senior Management: Nancy Everett, CEO, Tony Kao, Chief Investment
Officer, Michael Klehm, President & COO

Employees: 140 employees, of which 50 are investment professionals

History: GM-affiliated investment groups began managing affiliated
institutional assets during the 1940s. General Motors Investment
Management Corporation (GMIMCO), now known as Promark Investment
Advisors, Inc., was founded in 1990; General Motors Trust Bank,
N.A. (GMTB), now known as Promark Trust Bank, N.A., began
operations in 2003 as successor trustee to an affiliated bank and
these entities have managed the Promark Funds, a family of bank-
maintained collective investment funds, since 1999 . The GM Asset
Management (GMAM) name was adopted in 2000.

Ownership structure: Wholly-owned subsidiary of General Motors
Corporation.

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: Bankr. Lawyer Matthew Feldman to Join Task Force
----------------------------------------------------------------
Linda Sandler and Jeff Green at Bloomberg News report that
bankruptcy lawyer Matthew Feldman will join the auto industry team
advising the government on the restructuring of General Motors
Corp. and Chrysler LLC.

According to Bloomberg, Mr. Feldman is a partner at Willkie Farr &
Gallagher LLP.  Willkie Farr said in a statement that Mr. Feldman
will leave the firm by the end of the month to move to Washington.
Citing an administration official, Bloomberg states that Mr.
Feldman will work on restructuring analysis. Mr. Feldman

Bloomberg quoted GM Chief Financial Officer Ray Young as saying,
"We're pleased that the task force is staffing up.  They aren't
just looking at General Motors. They're looking at the total
industry.  It shows that they're taking this assignment very
seriously."

Bloomberg relates that the U.S. Treasury Department hired in
February law firms Cadwalader, Wickersham & Taft LLP and
Sonnenschein, Nath & Rosenthal, and investment bank Rothschild
Inc.

The New York Times relates that Treasury officials and management
experts hired by the Obama administration started going through
GM's latest downsizing plan last week to assess whether more
government aid could make the company viable, or whether the
better choice was a managed bankruptcy.

As reported by the Troubled Company Reporter on March 13, 2009, GM
said that it wouldn't need the $2 billion government infusion it
had requested this month.  GM has received about $13.4 billion in
financial assistance from the U.S. government and has asked for as
much as $16.6 billion more.  GM said that it has enough cash to
keep operating through the end of March.  WSJ notes that GM said
that its cost-cutting moves and spending deferrals in January and
February successfully held off the need for more U.S. funds in
March.

                       About General Motors

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

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

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

                        Going Concern Doubt

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

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

                           *     *     *

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

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

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

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


GENTA INC: Going Concern Doubt Raised; FDA Rejects Genasense
------------------------------------------------------------
Genta Incorporated on March 6, 2009, said the Food and Drug
Administration's Center for Drug Evaluation and Research has
decided that available data are not adequate to support approval
of the company's Genasense(R) (oblimersen sodium) Injection for
treatment of patients with relapsed or refractory chronic
lymphocytic leukemia.  In a decision issued in response to an
appeal filed by Genta in December 2008, CDER concluded that new
information submitted by the Company in its amended New Drug
Application was insufficient, and the Agency has recommended
conducting a confirmatory clinical trial.

The decision is a blow for Genta, which has been banking on the
approval of the drug to reverse its fortunes.

In its annual report for the fiscal year ended December 31, 2008,
Genta said it expects to continue losing money at least until its
lead product, Genasense(R), receives approval from the FDA or EMEA
for commercial sale in one or more indications.  Achievement of
profitability is currently dependent on the timing of Genasense
regulatory approvals, the company said.

Genta said in its annual report the company has had recurring
annual operating losses since its inception and expects to incur
substantial operating losses due to continued requirements for
ongoing and planned research and development activities, pre-
clinical and clinical testing, manufacturing activities,
regulatory activities and establishment of a sales and marketing
organization.  From inception to December 31, 2008, Genta has
incurred a cumulative net deficit of $944.1 million.  Genta said
its recurring losses from operations and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.

Amper, Politziner & Mattia, LLP in Edison, New Jersey, Genta's
independent registered public accounting firm, issued the going
concern doubt citing recurring losses from operations and negative
cash flows from operations.

At December 31, 2008, Genta had $12.6 million in total assets,
$11.2 million in current liabilities and $6.33 million in total
long-term liabilities, resulting in $4.8 million in stockholders'
deficit.  The company had $505.8 million in net loss in 2008.

Genta said substantial doubt about its ability to continue as a
going concern may create negative reactions to the price of the
common shares of its stock and it may have a more difficult time
obtaining financing.

A full-text copy of the company's earnings report for 2008 is
available at no charge at:

               http://ResearchArchives.com/t/s?3a5c

                   Genta to Sell Ganite Product

Genta said it intend to pursue a 505(b)(2) strategy to establish
bioequivalence to its marketed product, Ganite(R), for the initial
regulatory approval of G4544.  However, it believes this drug may
also be useful for treatment of other diseases associated with
accelerated bone loss, such as bone metastases, Paget's disease
and osteoporosis.

While it has no current plans to begin clinical development in the
area of infectious disease, Genta intends to support research
conducted by certain academic institutions by providing clinical
supplies of its gallium-containing drugs.

Genta said it intends to seek a buyer for Ganite, its sole
marketed product.  Genta said its financial constraints have
prevented it from investing in adequate commercial support for
Ganite, and the intellectual property that provided Genta with an
exclusive position in the United States has now expired.

                          About Genta

Based in Berkeley Heights, New Jersey, Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.


G.I. JOE'S: Files Application to Employ Proskauer Rose as Counsel
-----------------------------------------------------------------
G.I. Joe's Holding Corporation and G.I. Joe's Inc. ask the United
States Bankruptcy Court for the District of Delaware for authority
to employ Proskauer Rose LLP as their counsel.

The firm will:

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

  b) advise the Debtors regarding matters of bankruptcy law;

  c) represent the Debtors in proceedings and hearings in the
     Court;

  d) prepare on behalf of the Debtors any necessary motions,
     applications, orders and other legal papers;

  e) provide assistance, advice and representation concerning any
     potential sale of the Debtors as a going concern or the sale
     of substantially all or a significant portion of the
     Debtors' assets;

  f) provide assistance, advice and representation concerning the
     continuation of any proposed plan(s) and solicitation of any
     acceptances or responding to rejections of such plane(s);

  g) provide assistance, advice and representation concerning any
     investigation of the assets, liabilities and financial
     condition of the Debtors that may be required under local,
     state or federal law;

  h) prosecute and defend litigation matters and such other
     matters that might arise during these Chapter II Cases;

  i) provide counseling and representation with respect to
     assumption or rejection of executory contracts and leases,
     sales of assets and other bankruptcy-related matters arising
     from these cases;

  j) render advice with respect to general corporate and
     litigation issues relating to these cases, including, but
     not limited to, securities, corporate finance, labor, tax
     and commercial matters; and

  k) perform such other legal services as may be necessary and
     appropriate for the efficient and economical administration
     of these Chapter 11 cases.

The firm's compensation rates are:

     Designation                  Hourly Rate
     -----------                  -----------
     Partner                      $490-$975
     Senior Counsel               $350-$725
     Associate                    $180-$650
     Paraprofessionals            $70-$275

Paul V. Possinger, Esq., member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                         About G.I. Joe's

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


GREEN VALLEY: Can Access CapitalOne Cash Collateral for 15 Days
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized Green Valley Growers, Inc., to access cash collateral
in CapitalOne for the next 15 days.

The Court will consider the entry of a final order for the use of
cash collateral on March 24, 2009, at 1:00 p.m. in Courtroom No.
401 in the Federal Courthouse, 5154 Rusk, Houston, Texas.

The Debtor relates that its accounts receivable and inventory are
the subject of a first lien held by CapitalOne, its prepetition
lender.

The Debtor will use Cash Collateral to pay rent, utilities,
insurance and other ongoing expenses in the ordinary course of the
business.

A full-text copy of the interim cash collateral budget is included
in the interim order as Exhibit A (page 2) and is available for
free at:

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

CapitalOne will have replacement postpetition liens in inventory.
equipment and accounts receivable and the proceeds of the same in
the same order and priority.

                 About Green Valley Growers, Inc.

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.


HARRAH'S ENTERTAINMENT: Investors Buying Debt From Bondholders
--------------------------------------------------------------
Ed Bradley at Onlinecasinoadvisory.com reports that Harrah's
Entertainment Inc.'s two investors, TPG Incorporated and Apollo
Management, are purchasing debt from bondholders.

According to Onlinecasinoadvisory.com, TPG and Apollo are ensuring
their position in the event that Harrah's Entertainment defaults
on payments and file for bankruptcy protection.
Onlinecasinoadvisory.com states that TPG and Apollo will still be
able to control Harrah's Entertainment if bankruptcy occurs, by
buying up existing debt.  The report says that the loans being
bought would be converted into company equity in a bankruptcy
procedure.

Onlinecasinoadvisory.com relates that Harrah's Entertainment
reported $5.35 billion loss for the fourth quarter 2008.

Onlinecasinoadvisory.com states that much of the debt was created
in the process of taking Harrah's Entertainment private.
According to the report, rapidly declining revenues haven't been
enough to meet the obligations.

                   About Harrah's Entertainment

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

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

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

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

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

                           *     *     *

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

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


HUMANA INC: Moody's Assigns Ratings on New Shelf Registration
-------------------------------------------------------------
Moody's has assigned provisional ratings (senior debt at (P)Baa3)
to Humana Inc.'s new shelf registration.  This new shelf
registration replaces Humana's previously filed shelf registration
of March 2006.  Humana maintains their shelf for general corporate
purposes, including repayment or refinancing of borrowings,
working capital, capital expenditures, investments, acquisitions,
and the repurchase of its outstanding securities.

Moody's has assigned provisional debt ratings to securities that
may be issued under Humana's shelf registration:

  * Humana Inc. -- provisional senior unsecured debt at (P)Baa3;
    provisional subordinated debt at (P)Ba1; provisional
    preferred stock at (P)Ba2.

The last rating action on Humana was on March 13, 2008, when the
outlook was changed to negative from stable as a result of
anticipated losses on its Medicare Part D Prescription Drug
business.

Humana Inc., based in Louisville, Kentucky, is a leading managed
care company serving approximately 8.5 million medical members
(excluding 3.0 million Medicare Advantage Standalone PDP members)
as of December 31, 2008.  For full year 2008, the company reported
consolidated GAAP revenues of approximately $29 billion with
shareholders' equity as of December 31, 2008 of approximately $4.5
billion.


INTEGRA HEALTHCARE: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
The Hon. Robert C. McGuire of the United States Bankruptcy Court
for the Eastern District of Texas said that the Chapter 11 cases
of Integra Healthcare Holdings Ltd. and its debtor-affiliates is
converted to a Chapter 7 liquidation proceedings effective
March 19, 2009, unless an objection is presented at that date.

The order to convert the Debtors' cases came after the Debtors'
counsel Greenberg Traurig LLP made verbal report on the status of
the cases since the closing on the sale of substantially all of
the Debtors' assets.  Rockwall Rehab Hospitals Ltd. purchased the
Debtors' assets for $6,780,000, in accordance to the asset
purchase agreement dated Feb. 5, 2009.  Rockwall Rehab submitted
the highest bid for the Debtors' assets during the January 2
auction.

On Jan. 19, 2009, Contemporary Healthcare Fund I LP who loaned
$6,000,000 to the Debtors asked the Court to convert the Debtors'
case to Chapter 7 on ground that the Debtors are suffering
substantial and continuing loss, and their financial performance
have not improved since November 2008.  Contemporary contended
that the offer for the Debtors' assets is insufficient to satisfy
the Bank of Texas' purported lien on their assets.  The bank
asserted a first lien against all of the Debtors' assets and that
it owed more than $10,000,000, Contemporary Healthcare said.

Contemporary Healthcare's conversion request was supported by the
Debtors' Official Committee of Unsecured Creditors.  The committee
said that the cases have become administratively insolvent and
that the proposed sale will not benefit the bankruptcy estate.

                      About Integra Hospital

Headquartered in Plano, Texas, Integra Hospital Plano, L.L.C. --
http://www.integrahospitalplano.com/-- operated a physical
rehabilitation center.  Integra Hospital and three affiliates
filed for Chapter 11 protection on November 15, 2008 (Bkrtcy, E.D.
Tex., Lead Case No. 08-42998).  Judge Brenda T. Rhoades handles
the case.  Carol E. Jendrzey, Esq., and Lindsey Graham, Esq., at
Cox Smith Matthews, in San Antonio, Texas, have been tapped as
bankruptcy attorneys.  The U.S. Trustee for Region 6, appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  William L. Medford, Esq., at Greenberg Traurig LLP,
represents the Committee.  In their petition, the Debtor estimated
assets and debts of $100 million to $500 million.


INTERSTATE HOTELS: Bad Lodging Environment Cues S&P's Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit on
Arlington, Virginia-based Interstate Hotels & Resorts Inc. to
'CCC+' from 'B'.  This rating, along with the issue-level ratings
on the company, was removed from CreditWatch, where it was placed
with negative implications on November 5, 2008.  The rating
outlook is negative.

At the same time, S&P revised its recovery rating on Interstate's
senior secured credit facilities to '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default, from '2'.  The issue-level rating on
the facilities was lowered to 'CCC+' (at the same level as the
'CCC+' corporate credit rating on the company) from 'B+', in
accordance with S&P's notching criteria for a recovery rating of
'4'.

"The corporate credit rating downgrade reflects a worsening
lodging environment and the heightened risk around Interstate's
near-term refinancing needs related to the company's $200 million
credit facility, which matures in March 2010," said Standard &
Poor's credit analyst Liz Fairbanks.

The company faces this near-term refinancing at a time when credit
measures are expected to meaningfully weaken from current levels.
In addition, the company must negotiate a waiver and possibly an
amendment to cure current covenant violations.  Interstate
announced that it is in violation of covenants relating to its
delisting from the New York Stock Exchange and, consequently, to
its receipt of a qualified audit opinion.  While S&P is reasonably
confident the company will negotiate a waiver relating to these
violations, S&P is concerned that it will violate additional
covenants, specifically its total leverage and coverage covenants,
over the near term.

The 'CCC+' rating reflects S&P's expectation that Interstate's
EBITDA could decline in the high-20% area in 2009, and that this
decline will result in S&P's measure of adjusted debt to EBITDA to
increase to about 9.0x.  This compares to an adjusted leverage
measure of about 7.0x at the end of 2008.  (S&P applied 2007
operating lease payments because the company has not yet filed its
10-K.)  Given Interstate's high leverage and the worsening lodging
environment, S&P is uncertain at this time that the company will
successfully negotiate amended terms and an extension to its
credit facility.  On its earnings call yesterday, the company
contemplated that it may be successful in negotiating with lenders
for covenant relief and a maturity extension in exchange for
reduced revolver capacity, increased pricing, and/or prepayments
on the debt with asset sale proceeds.  S&P believes that given
current credit market conditions and weakness in the lodging
environment, the number of potential buyers of hotel properties is
limited.

Our measure of Interstate's EBITDA does not include termination
fees, which were $7 million in 2008, and is adjusted for operating
leases and noncash stock compensation.  Adjusted EBITDA totaled
approximately $37 million in 2008, compared to
$32 million in the prior year.  The increase is due to full-year
EBITDA contributions from the Sheraton Columbia and Westin Atlanta
Airport, both acquired in 2007, and due to lower corporate
expenses.  S&P's measure of EBITDA is lower than the bank's
measure, which includes termination fees and allows for some pro
forma adjustments, and S&P's measure of debt is higher due to an
adjustment for operating leases.  Thus, S&P estimates that the
bank's measure of leverage for the 12 months ended December 2008
was about 5.50x, versus a covenant maximum of 5.75x.  S&P
anticipates that the company will remain in compliance with
financial maintenance covenants through at least the first half of
2009.


JEFFERSON COUNTY: Extends Forbearance with JPMorgan Until June 20
-----------------------------------------------------------------
Martin Z. Braun of Bloomberg reports that Jefferson County,
Alabama, voted to extend until June 20 forbearance agreements with
JPMorgan Chase & Co. and BayernLB on $105 million of floating-rate
general obligation bonds.

According to the report, county commissioners voted 4-0, with one
abstention to extend the reprieve with the two banks, which agreed
to purchase the debt after investors sold the securities.

Bloomberg further relates that the county, home to Birmingham,
faces insolvency after interest on $3 billion of adjustable-rate
debt for its sewer system surged to as high as 10 percent when
companies that insured the bonds were stripped of top credit
ratings following unrelated losses involving subprime mortgages.

County officials next week will vote on a resolution to hire a
consultant to advise how much to charge customers for sewer
service.  Charlotte, North Carolina-based Raftelis Financial
Consultants will recommend "appropriate amounts" for monthly sewer
service, environmental impact fees and surcharges for companies.

The Court scheduled a March 24 hearing on whether to appoint a
receiver for the county sewer system.  Bloomberg's Martin Z. Baun
earlier said a request by the county to postpone the hearing has
been approved, the second delay since November, to allow the
county to implement the recommendations of court-appointed special
masters to resolve the debt crisis.

The special masters, according to Bloomberg, said the county
should consider raising sewer rates as much as 25% and impose
monthly charges on septic-system owners not connected to sewage
lines.

As reported by the Troubled Company Reporter on September 18,
2008, Syncora Guarantee Inc., a wholly owned subsidiary of Syncora
Holdings Ltd., Financial Guaranty Insurance Company, and The Bank
of New York Mellon, as Trustee for $3.2 billion of Jefferson
County Sewer Revenue Warrants, acting at the direction of the Bond
Insurers, filed a suit against Jefferson County Alabama and the
County's Commissioners.  The Bond Insurers insure approximately
$2.8 billion in Jefferson County Sewer Revenue Warrants.  The
suit, which was filed in the United States District Court for
the Northern District of Alabama, includes a request to the Court
to appoint an independent and qualified receiver to: manage the
Jefferson County Sewer System; consider and implement any
appropriate rate modifications and other sources of revenue;
ensure compliance with applicable laws; assist in achieving an
appropriate financial resolution; and pursue any bona fide claims.

Jefferson County's lawyers, according to Reuters, are seeking a
"continuance" to delay a decision on whether to appoint a receiver
to manage the operation of the county's sewers, according to court
documents.

Bloomberg News, citing two court appointed special masters, said
February 11 that sewer customers may face a 25% percent rate
increase as officials seek to renegotiate $3.2 billion debt to
avert bankruptcy.  According to Bloomberg, Jefferson County faces
insolvency after interest on more than $3 billion of adjustable-
rate debt for the county's sewer system surged to as high as 10
percent when bond insurers' credit ratings plunged following
unrelated losses involving subprime mortgages.

Jefferson County has received forbearance agreements from lenders,
including JPMorgan Chase, to give officials time to develop a
plan.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the TCR on Dec. 19, 2008, Standard & Poor's Ratings
Services has kept the ratings on Jefferson County, Alabama's
series 1997A, 2001A, 2003 B-1-A through series 2003 B-1-E, and
series 2003 C-1 through 2003 C-10 sewer system revenue bonds ('C'
underlying rating) on CreditWatch negative due to recent draws
against the system's cash and surety reserves beginning in
September 2008.

"Although the system has made two net system revenue payments to
the trustee in recent months for debt service, it has depleted its
cash reserves and a portion of its surety reserves since September
2008," said Standard & Poor's credit analyst Sussan Corson.  The
trustee estimates the system currently has $176 million remaining
in total combined surety reserves with Financial Guaranty
Insurance Co., Syncora Guarantee Inc., and Financial Security
Assurance Inc., which can be applied on a prorata basis to any
parity debt.


KLAMATH FALLS: S&P Cuts Long-Term Rating to 'BB+' From 'BBB'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating to 'BB+' from 'BBB' on the Klamath Falls
Intercommunity Hospital Authority, Oregon's bonds, issued on
behalf of Sky Lakes Medical Center (formerly known as Merle West
Medical Center, or MWMC).  The outlook is negative.

"The lowered rating reflects Sky Lakes' considerable operating
losses in the fiscal year ended September 30, 2008, as well as
balance sheet erosion from market turbulence," said Standard &
Poor's credit analyst Geraldine Poon.  "Sky Lakes also suffers
from weak cash flow and volume declines.  To return to a stable
outlook, Sky Lake needs break-even performance for fiscal 2009 and
significant improvement in its liquidity metrics."

Management notes that its operating losses are largely due to
significant volume declines related to local economic troubles.
Given the corresponding drop in revenues, management is working on
both expense controls and revenue cycle improvements.

Sky Lakes, a 75-staffed (176 licensed beds/110 capacity) hospital
located at the base of the Cascade Mountains in Klamath Falls,
Oregon, services a four-county area in southern Oregon and
northern California.  Given its location, with the mountains
providing a natural geographic barrier and the nearest competitor
located roughly 75 miles away, Sky Lakes maintains a very strong
business position.  The nearest tertiary facility is in Medford,
Oregon.


LANDAMERICA ASSESSMENT: Court to Consider Assets Sale on March 24
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
set March 24, 2009, at 10:00 a.m., prevailing Eastern Time to
consider LandAmerica Assessment Corporation and its debtor-
affiliates' request for authority to sell substantially all of the
Debtors assets to Partner Assessment Corporation dba Partner
Engineering and Science, Inc. and the related asset purchase
agreement.

The Debtors' assets for sale include LAC's title and interest in
(i) all projects and other work commenced by LAC but not yet
completed as of the closing date and all contracts and agreements
to which LAC is a party with respect thereto; (ii) all receivables
outstanding as of Feb. 28, 2009, or that arise prior to the
closing date; and (iii) each of the assets set forth on section
1.1 of the Disclosure Schedule to the APA, in accordance with the
terms of the APA, free and clear of all liens and claims against
the transferred assets.

The total purchase price of the assets is approximately $2,008,175
in cash.  The purchase price of the assets also includes a cash
deposit of $50,000 paid to LAC on March 6, 2009.

A full-text copy of the asset purchase agreement attached to the
sale motion as Exhibit A (page 21) and is available for free at:

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

The hearing will held at the Spottswood W. Robinson III & Robert
Merhidge, Jr., U.S. Courthouse, Fifth Floor, 701 E. Broad Street,
Room 5000, Richmond, Virginia.

The Court has approved the form and manner of notice of the sale.
The sale notice will provide that any party wishing to submit a
competing bid should submit such bid on or before the objection
deadline for the Motion by delivering a definitive mark-up of the
APA showing the changes that the competing bidder proposes.

                     About Partner Assessment

Headquartered in El Segundo, California, Partner Assessment
Corporation dba Partner Engineering and Science, Inc. --
http://www.partneresi.com/-- provides engineering, environmental
site assessment, leed consulting, real estate due diligence,
building sciences, construction monitoring, environmental site
remediation services.

                  About LandAmerica Assessment

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

The Debtor and its affiliates filed for Chapter 11 protection on
March 6, 2009, (Bankruptcy E.D. Va. Lead Case No.: 09-31453) John
H. Maddock III, Esq. at McGuireWoods LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $10 million to $50 million and estimated debts of $500,000 to
$1 million.


LANDAMERICA ASSESSMENT: Wants Schedules Deadline Moved to April
---------------------------------------------------------------
LandAmerica Assessment Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Virginia to
extend until April 16, 2009, the deadline by which they must file
schedules of assets and liabilities and statement of financial
affairs.

The Debtors will be unable to complete its Schedules and SOFA by
the March 20, 2009, deadline due to:

   -- their need to focus on the sale of their assets during the
      first thirty days of its case;

   -- the  substantial burdens already imposed on the Debtor's
      management by the commencement of these chapter 11 case;

   -- the limited number of employees available to collect the
      information required; and

   -- the competing demands upon the employees.

The Debtors relate that the requested extension and waiver will
enhance the accuracy of the Debtor's Schedules, and SOFA and avoid
the necessity of substantial subsequent amendments.

                    About LandAmerica Assessment

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

The Debtor and its affiliates filed for Chapter 11 protection on
March 6, 2009, (Bankruptcy E.D. Va. Lead Case No.: 09-31453) John
H. Maddock III, Esq., at McGuireWoods LLP represents the Debtors
in their restructuring efforts.  The Debtors listed estimated
assets of $10 million to $50 million and estimated debts of
$500,000 to $1 million.


LEGENDS GAMING: Plan Confirmation Hearing Scheduled for April 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has scheduled the confirmation hearing on the Amended Joint
Chapter 11 Plan of Reorganization of Louisiana Riverboat Gaming
Partnership, et al., for April 29, 2009, at 10:00 a.m. (Central
Standard Time).

Objections, if any, to the confirmation of the Plan must be filed
with the Bankruptcy Court no later than April 17, 2009, at
5:00 p.m. (Central Standard Time).

On February 10, 2009, Louisiana Riverboat filed an Amended Joint
Chapter 11 Plan of Reorganization and a Joint Disclosure Statement
for the Amended Plan.  On February 12, 2009, the Court approved
the Disclosure Statement as providing adequate information for the
holders of various claims and interests to make a decision as to
whether to accept or reject the Plan.

The Voting Deadline is April 17, 2009, at 5:00 p.m. (Pacific Time
Zone).  In accordance with the Voting Procedures Order, ballots
may be delivered by the Voting Agent by U.S. mail, hand delivery
of courier service to:

     Kurtzman Carson Consultants LLC
     Attention: Legends Ballot Processing
     2335 Alaska Avenue
     El Segundo, California 90245

                         Plan Terms

Under the Plan, the Debtors will retain ownership and continue to
operate the two "DiamondJacks" hotels and casinos in Bossier City,
Louisiana, and Vicksburg, Mississippi.  The approximately
$158.1 million of First Lien Lenders' Claims and the approximately
$72.0 million of Second Lien Lenders' Claims will be capitalized
and paid in full, with interest, over time.

The claims of the General Unsecured Creditors will be paid in two
(2) equal payments of principal and accrued interest, calculated
at 6% p.a., with the first payment being due on the Plan's
Effective Date and the second payment being due one (1) year from
the Effective Date.

William J. McEnery, chairman and manager of the Debtors, or his
designees ("New Investors"), will contribute $15.0 million in
additional equity funds to Debtor, Legends Gaming, LLC, in return
for common and preferred Interests in Legends, which will be used,
along with cash flow from the Debtors' operations, to make Plan
payments and to fund the operations of the Debtors.

The existing holders of Interests in the Debtors will retain their
Interests subject to the new equity Interests being acquired by
the New Investors.

On the Effective Date, the current officers and managers of the
Debtors will continue to hold their respective positions, and
continue in their current management positions with the
Reorganized Debtors.

       Classification and Treatment of Claims and Interests

Administrative Expense Claims, the total estimate of which is
approximately $5.0 million as of the Plan's Effective Date, are
unclassified under the Plan.  Holders of allowed administrative
expense claims will be paid in full.

                                        Estimated Allowed Claims
                                        ------------------------

  Class  1  Priority Tax Claims                    $0

  Class  2  Priority Claims                        $0

  Class  3  Secured Tax Claims                     $0

  Class  4  First Lien Lenders'              $158.1 million
            Secured Claims

  Class  5  Second Lien Lenders'              $72.0 million
            Secured Claims

  Class  6  Other Secured Claims               $2.6 million

  Class  7  General Unsecured Claims           $3.3 million

  Class  8  Legends Management                 $7.3 million

  Class  9  Interests in Debtor                    N.A.
            Subsidiaries

  Class 10  Preferred Interests in                 N.A.
            Legends Parent

  Class 11  Common Interests in                    N.A.
            Legends Parent

With the exception of Interests in Debtor Subsidiaries, classified
under Class 9, all classes of claims and interests are impaired
and entitled to vote under the Plan.

                    "Cramdown" Provisions

The Debtors will seek confirmation of the plan pursuant to the
"cramdown" proviison under Sec. 1129(b) of the Bankruptcy Code.
Under said provision, a plan may still be confirmed
notwithstanding the non-acceptance thereof by one or more impaired
classes, provided that it does not "discriminate unfairly" and is
"fair and equitable" with respect to each non-accepting class, and
meets the other legal criteria for confirmation.

A full-text copy of the Debtors' Amended Joint Disclosure
Statement in support of the Debtors' Amended Joint Plan of
Reorganization is available at:

    http://bankrupt.com/misc/LegendsGaming.AmendedJointDS.pdf

                  About Louisiana Riverboat

Headquartered in Bossier City, Louisiana, Louisiana Riverboat
Gaming Partnership, which does business as Diamond Jacks Casino &
Resort, and its debtor-affiliates -- http://www.islecorp.com/--
operate casinos and hotels.  The company and five of its
affiliates filed for Chapter 11 protection on March 11, 2008
(Bankr. W.D. La. Lead Case No. 08-10824).  William H. Patrick III,
Esq., and Tristan E. Manthey, Esq., at Heller, Draper, Hayden
Patrick & Horn, represent the Debtors as counsel.  The Debtors
selected Kurtzman Carson Consultants LLC as their claims agent.
The U.S. Trustee for Region 5 has not appointed creditors to serve
on an Official Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on March 14, 2009, at
January 31, 2009, the Debtor's had total assets of $254,193,223,
total liabilities of $254,289,418, and stockholders' deficit of
$96,195.

As reported in the Troubled Company Reporter on May 20, 2008, the
Debtors' summary of schedules showed total assets of $250,357,475
and total debts of $220,551,127.


LENOX GROUP: Clarion Partners Closes Acquisition of Assets
----------------------------------------------------------
The asset sale of Lenox Group Inc. to a group led by Clarion Capital
Partners, LLC, has been
completed.  The "New Lenox," which includes the Lenox, Dansk, Gorham
and Department 56
brands, will now operate outside of Chapter 11 bankruptcy.

Marc Utay, the founder and Managing Partner of Clarion Capital
Partners, said, "Lenox, Dansk,
Gorham and Department 56 have very loyal customer bases.  The New
Lenox has a clean balance
sheet and a significant infusion of new capital to build and
strengthen these trusted American
brands. Clarion is committed to bringing these iconic American brands
to new generations of
consumers."

As reported by the Troubled Company Reporter, KPS Capital Partners
acquired Lenox through a
court supervised transaction in February 2009.  Gerelyn Terzo at
IDDmagazine.com reports that
Clarion Capital was a bidder in the process but was outbid by KPS
Capital. But according to a
Clarion Capital spokesman, Ms. Terzo relates, there was an error in
the initial auction and Clarion
Capital was successful in nullifying the KPS Capital/Lenox deal and a
second auction was
scheduled.

"On February 11, 2009, the debtors conducted an auction for
substantially all of the assets of Lenox
Inc. At the conclusion of the auction, the debtors declared that KPS
Capital . . . was the successful
bidder at the auction. Despite submitting a bid which contemplated a
partial credit bid of their
secured claim, the debtors ultimately determined that the term loan
lenders failed to qualify as
bidders at the auction. As a result, the value of their credit bid was
not central to the auction
process," according to a court filing, Ms. Terzo said.

Ms. Terzo relates the Bankruptcy Court reopened the bidding process
during a hearing on Feb. 25.
Ms. Terzo says Lenox brands Dansk, Gorham and Department 56 -- which
Clarion will also aquire
-- were not included in the KPS Capital deal. The deal is valued at
about $100 million in cash and
assumption of some of Lenox's debt, Ms. Terzo relates.

A seasoned executive with tremendous credibility in the tabletop
industry, former Waterford
Wedgwood plc and All-Clad Metalcrafters LLC CEO Peter Cameron assumes
the position of
Chairman and CEO of New Lenox. Cameron commented, "I look forward to
working with the
dedicated employees of Lenox as they begin their employment with the
New Lenox. Lenox
employees have worked hard over the past two years to improve their
operations and product
development processes. These improvements provide an enormous
competitive advantage as we
move forward into future development of our great American brands. We
are in a position to hit the
ground running, and look forward to continuing the Lenox heritage and
tradition through this
century."

Clarion Capital Partners, LLC, is a New-York based private investment
firm.  The firm invests in
consumer products, business services, healthcare services, specialty
financial services, retail and
niche media and entertainment.  Previous and current investments by
the professionals of Clarion
include All-Clad Metalcrafters (cookware), Hartmann (fine leather and
travel goods), Snapple
Beverage Company, The Oceanaire, Inc. (fine dining seafood
restaurants), Strategic Outsourcing
Inc. (business services), Great Northwest Insurance Company, Reliant
HealthCare Professionals,
Inc. (medical staffing), Crowe Paradis Services Corporation (insurance
outsourcing), Imax
Corporation (movies) and Cross MediaWorks Inc. (media services).

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc., and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.  The company and six of its affiliates filed
for Chapter 11 protetcion on November 23, 2008 (Bankr. S.D. N.Y.
Lead Case No. 08-14679).  Harvey R. Miller, Esq., and Alfredo R.
Perez, Esq., at Weil, Gotshal & Manges LLP, represent the Debtors
their restructuring efforts.  The Debtors proposed Berenson &
Company as financial advisor, Carl Marks Advisory Group LLC as
consultants, and The Garden City Group as claims and noticing
agent.  Debtors have $264,000,000 in total assets and $238,000,000
in total debts as of October 25, 2008.


LEHMAN BROTHERS: SunTrust Wants Probe on $3.5M Underwriting Fees
----------------------------------------------------------------
SunTrust Robinson Humphrey Inc., an investment-banking subsidiary
of SunTrust Banks Inc., seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to examine, or compel
for documents from, Lehman Brothers, Inc., Barclays Capital, Inc.
or the trustee appointed in LBI's liquidation proceedings under
the Securities Investor Protection Act of 1970.

LBI served as lead-underwriter and book-runner for the following
offerings on which STRH was also an underwriter and entitled to
underwriting fees that were earned at the successful completion of
such offerings:

    a) Chesapeake Energy Corp. (NYSE: "CHK"); fees owed STRH total
       $1,259,511; settlement checks were due October 15, 2008;

    b) XTO Energy (NYSE: "XTO"); fees owed STRH total
      $1,148,545; settlement checks were due October 29, 2008;

    c) Linn Energy LLC (NASDAQ: "LINE"); fees owed STRH total
       $63,982; settlement checks were due September 27, 2008;

    d) PacifiCorp (NYSE: "BRK/A"); fees owed STRH total
       $70,000; settlement checks were due December 9, 2008;

    e) CVS Caremark Corp. (NYSE: "CVS"); fees owed STRH total
       $146,875; settlement checks were due October 15, 2008;

    f) XTO Energy Inc. (NYSE: XTO); fees owed STRH total $658,120;
       settlement checks were due November 5, 2008.

To date, STRH has not received the fees earned upon the successful
completion of the Offerings, relates Darryl S. Laddin, Esq., at
Arnall Golden Gregory LLP, in Atlanta, Georgia.

Robinson Humphrey seeks (a) an order compelling the Examinees to
produce the documents related to the Offerings, specifically any
and all documents evidencing the location or disposition of the
underwriting fees from the Offerings, and (b) the opportunity to
examine the persons within LBI, Barclays and the SIPA Trustee most
knowledgeable with regard to the Offerings.

                     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)


LOCAL INSIGHT: Growing Risks Cue Moody's Junk Corporate Rating
--------------------------------------------------------------
Moody's Investors Service has downgraded Local Insight Regatta
Holdings Inc.'s Corporate Family Rating and Probability of Default
Rating each to Caa1, from B2, along with ratings for its senior
secured bank debt and subordinated debt as outlined below.

The downgrades reflect growing financial and business risk related
to the severe downturn in market spending on yellow pages
advertising and the print-based advertising sector more broadly,
and correspondingly higher expected loss considerations which are
exacerbated by growing susceptibility to potential non-compliance
with tightening financial maintenance covenants over the near-to-
intermediate-term rating horizon.

Ratings downgraded:

* $30 million senior secured revolving credit facility due
  2014 -- to B2, LGD3, 30% from Ba3, LGD2, 29%

* $335 million senior secured term loan due 2015 -- to B2, LGD3,
  30% from Ba3, LGD2, 29%

* $210.5 million senior subordinated notes due 2017 -- to Caa3,
  LGD5, 84% from Caa1, LGD5, 84%

* Corporate Family rating -- to Caa1 from B2

* Probability of Default rating -- to Caa1 from B2

The rating outlook is negative.

The downgrade of the CFR to Caa1 is prompted by Moody's concern
that weakening economic conditions will take a tighter hold on
Local Insight Regatta's rural and mid-sized metro served markets,
forcing the company's largely small and medium-sized business
customers to cut spending on yellow pages advertising
substantially below current levels.  Although Local Insight
Regatta's served markets appear to have thus far been spared the
brunt of the recessionary downturn in market spending on print
advertising (with recent advertising sales declines of only around
1%), Moody's considers that, over the near-to-intermediate-term,
the company will face a decline in advertising sales closer to the
12% reduction reported this week by its larger-sized peers,
including R.H. Donnelley (CFR - Caa1) and Idearc (CFR - Caa2), as
well as the double-digit declines being suffered by most other
companies operating in the broader print-based advertising sector,
including newspaper and magazine publishers.

The Caa1 incorporates Local Insight Regatta's reliance upon the
thin-margined sales and marketing business (which it acquired from
Berry Publishing in April 2008), its dependence upon successfully
renewing contracts with independently-owned directory publishers
upon favorable terms and conditions, and the weak recovery
prospects facing debtholders in a distress scenario.  Moody's
consider that recovery is particularly weak for Local Insight
Regatta's sales and marketing business (representing the lion's
share of revenues) since the company does not actually own a long-
dated exclusive right to publish these directories.  In addition,
the rating reflects Local Insight Regatta's high leverage
(exceeding 5 times total debt-to-LTM adjusted EBITDA at the end of
September 2008, according to Moody's calculations), its limited
track record operating under current ownership, the integration
risk posed by its April 2008 acquisition of the independent line
of business of Berry Publishing, the sun-setting profile of the
yellow pages publishing sector, and the increasing threat posed by
competing directory publishers and web-based local search
providers in virtually all of Local Insight Regatta's markets.

The negative outlook expresses Moody's concern that weak market
spending on yellow pages advertising could materially weaken Local
Insight Regatta's cash flow, placing pressure on its covenants
over the forward rating horizon.

Moody's notes that a large component of Local Insight Regatta's
revenues are derived from affiliated companies (primarily
resulting from providing sales and marketing services to
affiliated yellow pages publishers in Alaska, Cincinnati and
Hawaii).  The common ownership of these affiliated customers
provides Local Insight Regatta with a more dependable pricing
environment and greater certainty of contract renewal than its
contracts with non-affiliated operators.

The last rating action occurred on March 31, 2008, when Moody's
downgraded Local Insight Regatta's CFR to B2.  Additional
research, including the most recent Credit Opinion, can be found
on www.moodys.com.

Local Insight Regatta'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 the competitive position
of the company versus others in its industry, ii) the capital
structure and the financial risk of the company, iii) the
projected financial and operating performance of the company over
the near-to-intermediate term, and iv) management's track record
and tolerance of risk.  These attributes were compared against
other issuers both within and outside of Local Insight Regatta's
core industry and Local Insight Regatta's ratings are believed to
be comparable to those of other issuers of similar credit risk.

Headquartered in Englewood, Colorado, Local Insight Regatta
Holdings is a publisher of print and online yellow page
directories in the United States.  The company reported revenues
of approximately $300 million for the nine months ended
September 30, 2008.


LYONDELL CHEMICAL: Court OKs Protocol for Misc. Asset Sales
-----------------------------------------------------------
Lyondell Chemical Co. received approval from the U.S. Bankruptcy
Court for the Southern District of New York to sell miscellaneous
asset for less than $10 million without making separate motions
each time to the judge for approval.

Pursuant to the Court approved procedures, Lyondell must give
notice of an intended sale to specified creditors.  If no one
objects, Lyondell may sell the property free of liens.

                      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)


MASONITE INT'L: Files for Bankruptcy to Eliminate $2 Bil. in Debt
-----------------------------------------------------------------
Masonite International Inc. and several affiliated companies,
including Masonite International
Corporation, voluntarily filed to reorganize under the Companies'
Creditors Arrangement Act in
Canada in the Ontario Superior Court of Justice yesterday.  Masonite
Corporation and all of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court in Wilmington, Delaware.  Masonite's
subsidiaries and affiliates
outside of North America have not initiated reorganization cases and
are not expected to be
adversely impacted by the legal proceedings.

The bankruptcy filings were done to implement a restructuring plan the
Company entered into with
its lenders and bond holders.

Masonite International Inc. has received strong support from its bank
lender and bondholder
constituencies to move forward with its debt restructuring plan.  If
implemented as proposed, the
plan will enable Masonite to reduce its outstanding debt by nearly
$2 billion, from $2.2 billion to up to $300 million upon consummation
of the plan, and reduce its
annual cash interest costs by approximately $145 million.

On March 3, 2009, Masonite announced that it had reached an agreement
in principle with
members of a steering committee representing its senior secured
lenders and representatives of an
ad-hoc committee representing holders of its senior subordinated notes
due 2015 on the terms of a
restructuring plan that will create an appropriate capital structure
to support the Company's long-
term strategic plan and business objectives.  Since then, the Company
has entered into lock-up
agreements supporting the restructuring plan with holders of more than
75 percent in principal
amount of its senior secured obligations and more than 80 percent in
principal amount of its senior
subordinated notes due 2015. The minimum threshold required for
effectiveness of these lock-up
agreements is 66 percent.

"We are very pleased to have received strong support from our lender
and bondholder groups for
our debt restructuring plan," said Fred Lynch, President and Chief
Executive Officer of Masonite.
"We are ahead of schedule and intend to proceed quickly and
expeditiously to implement the plan,
which would reduce Masonite's debt by nearly $2 billion and put our
Company in a stronger,
financially healthier position for the future. We expect to emerge
from this process with an
appropriate capital structure to support our long-term business
objectives and with increased
financial flexibility both to navigate the current industry challenges
and to take advantage of future
growth opportunities."

Masonite plans to continue to operate as usual during the
restructuring process. The Company's
manufacturing and distribution facilities around the world will
continue to serve customers in the
normal course. Pre-negotiated cases typically are effectuated in 90 to 120 days.

Under the proposed plan, all trade creditors would be "unimpaired,"
which means that trade
suppliers and vendors would be paid in full. To this end, the Company
has filed motions seeking
authorization from the U.S. and Canadian courts to continue to pay
trade creditors under normal
terms in the ordinary course of business. As of March 12, 2009, the
Company had more than $150
million in cash on hand that will be available to satisfy obligations
associated with conducting the
Company's business in the ordinary course.

Under the terms of the proposed restructuring plan, Masonite's
existing Senior Secured Obligations
would be converted on a pro rata basis, subject to the election of
each existing holder of Senior
Secured Obligations, into:

   (i) a new senior secured term loan of up to $200 million,

  (ii) a new second-lien PIK Loan of up to $100 million, or

(iii) 97.5% of the common equity of a reorganized Masonite
       subject to dilution for warrants issued to the Senior
       Subordinated Noteholders and management equity or options.

Senior Subordinated Notes would be converted to 2.5% of the common
equity in Masonite plus
warrants for 17.5% of the common stock of the Company, subject to
dilution for management
equity or options. The implementation of the plan is subject to court
approval and closing
conditions.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2008,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Masonite International Inc. (Masonite) and its
subsidiaries, Masonite International Corp. and Masonite US Corp.,
to 'CCC+' from 'B-'. S&P also lowered the senior secured debt
rating on Masonite to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications, where they were placed
April 18, 2008.

As reported by the Troubled Company Reporter, Masonite entered
into a further extension, to February 9, 2009, of its forbearance
agreements with its bank lenders and with holders of a majority of
the senior subordinated notes due 2015 issued by two of the
Company's subsidiaries.


MASONITE INT'L: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Masonite Corporation
        One N. Dale Mabry Hwy., Suite 950
        Tampa, Florida 33609

Bankruptcy Case No.: 09-10844

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Premdor Finance LLC                                09-10845
Eger Properties                                    09-10846
WMW, Inc.                                          09-10847
Woodlands Millwork I, Ltd.                         09-10848
Masonite Primeboard Inc.                           09-10849
Masonite Corporation Foreign Holdings Ltd.         09-10850
Masonite Holding Company Limited                   09-10851
Florida Made Door Co.                              09-10852
Cutting Edge Tooling, Inc.                         09-10853
Pintu Acquisition Company, Inc.                    09-10854
Masonite Air LLC                                   09-10855
Door Installation Specialist Corporation           09-10856
Masonite International Corporation                 09-10857
Masonite Holding Corporation                       09-10858
Masonite International Inc.                        09-10859

Type of Business: The Debtors produce and make key components of
                  doors, including composite molded and veneer
                  door facings, decorative and non-decorative
                  insulated glass door inserts.  The Debtors have
                  approximately 8,500 people worldwide, including
                  about 4,450 people in the United States and
                  Canada.

                  See: http://www.masonite.com

Chapter 11 Petition Date: March 16, 2009

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Richard M. Cieri, Esq.
                  Jonathan S. Henes, Esq.
                  Christopher J. Marcus, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  http://www.kirkland.com

Local Counsel: Daniel J. DeFranceschi, Esq.
               Jason M. Madron, Esq.
               Katisha D. Fortune, Esq.
               Richards, Layton & Finger, P.A.
               One Rodney Square
               920 North King Street
               Wilmington, DE 19801
               Tel: (302) 651-7700
               Fax: (302) 651-7701
               http://www.rlf.com

Investment Banker
and Financial Advisor: Perella Wenberg Partners LLP

Restructuring Advisor: Alvarez & Marsal North American LLC

Claims Agent: Kurtzman Carson Consultants LLC

The Debtors' financial condition as of January 31, 2009:

Total Assets: $1,527,495,443

Total Debts: $2,641,590,842

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Senior Subordinated            Unsecured Notes   $848,497,983
Unsecured Notes Due 2015
Bank of NewYork, Trustee
101 Barclay Street, 8W
Attn: Corporate Trust Division
New York, NY 10286
Tel: (212) 815-3191
Fax: (212) 495-2546

Pension Benefit Guaranty       Pension Guarantee $3,747,661
Corporation
Dept. of Insurance Supervision
and Compliance and Compliance
1200 K Street, N.W., Suite 270
Attn: Charles E. F. Millard
Washington, DC 20005
Tel: (202) 326-4400
Fax: (202) 326-4112

MJB Wood Group                 Trade Debt        $1,200,604
222 W. Las Colina' Blvd.
Attn: Joe Caldwell, CEO
222 W. Las Colinas Blvd.
Suite 1300
Irving, TX 75039
Tel: (972) 401-0005
Fax: (972) 409-9949

Duratex North America          Trade Debt        $945,325
1208 Eastchester Dr., Ste. 202
Attn: Marcelo Carioni
High Point, NC 27265
Tel: (336) 885-1500
Fax: (336) 885-1501

PTG Logistics                  Trade Debt        $872,178
11500 Northlake Drive #450
Attn: Cliff Ludwig, President
Cincinnati, OH 45249
Tel: (513) 234-7930
Fax: (513) 234-7950

Valspar Corporation            Trade Debt        $806,086
1101 S. Third Street
Attn: William L. Mansfield
      Chairman and CEO
Minneapolis, MN 55415
Tel: (612) 332-7371
Fax: (612) 375-7723

Toyota Tsusho America Inc.     Trade Debt        $750,423
700 Triport Road
Attn: Masanori Yamase
      President and CEO
700 TriportRoad
Georgetown, KY 40324
Tel: (502) 868-3450
Fax: (502) 868-3466

Morrison, James                Severance         $706,153
7774 Still Lakes Drive
Odessa,FL 33556
Tel: (813) 920-2375

MASISA                         Trade Debt        $517,203
Av. Apoquindo 3650, Piso 10
Attn: Enrique Cibie'B., CEO
Les Condes Av. Apoquindo 3650
Piso 10,
Santiago, Chile
Tel: +56-2-707-8800
Fax: +56-2-350-6001

BASP Corporation               Trade Debt        $514,337
100 Campus Drive
Attn: Dr. Kurt Block, Chairman
      and CEO
100 Campus Drive
Florham Park, NJ 07932
Tel: (973) 245-6000
Fax: (973) 245-6714

Bayer Material Science AG      Trade Debt        $439,796
Communications, Building KI2
Attn: Patrick Thomas, CEO
Kaiser-Wilhelm-Allee
51368 Leverkusen
Germany
Tel: 00800-8476696757
Fax: +49-(0)214/30-96 38810

Bayer MaterialScience LLC
Attn: Gregory Babe, CEO
100 Bayer Road
Pittsburgh, Pennsylvania
Tel: +1 (412) 777-2000
Fax: +1 (412) 777-3899

AKZO Nobel Coatings            Trade Debt        $431,273
Incorporated
Attn: Hans Wijers, CEO
Strawinskylaan 2555
1077ZZ Amsterdam
Postbus 75730
1070AS Amsterdam
Tel: +31205027555
Fax: +31 204676108

AKZO Nobel Coatings Inc
Attn: Robert O'Donald
2031 Nelson Miller Parkway
Louisville, KY40223
Tel: (502) 254-0470
Fax: (502) 254-0600

AOC, L.L.C                     Trade Debt        $422,499

Marshfield Door Systems        Trade Debt        $371,920

Dinesol Building Products Ltd. Trade Debt        $350,963

Macisaac, Stephen J.           Severance         $338,252

Del Mar International          Trade Debt        $338,056

Gardner Trucking               Trade Debt        $313,793

Transport Couture & Fils Ltee  Trade Debt        $293,284

Georgia-Pacific Corporation    Trade Debt        $280,600

The petition was signed by Anthony D. DiLucente, executive vice
president and chief financial officer.


MGIC INVESTMENT: S&P Junks Counterparty Credit Rating From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on MGIC Investment Corp. to 'CCC' from
'BB+'.  S&P also lowered its preferred convertible debt rating on
MGIC Investment to 'C' from 'B+'.  At the same time, S&P removed
these ratings from CreditWatch, where they had been placed with
negative implications on December 5, 2008.  The outlook is
negative.

Standard & Poor's also lowered its counterparty credit and
financial strength ratings on MGIC Investment's U.S. subsidiaries
-- Mortgage Guaranty Insurance Corp. and MGIC Indemnity Co.
(collectively referred to as MGIC) -- to 'BB' from 'A-'.  The
ratings remain on CreditWatch with negative implications.  S&P
also lowered its counterparty credit and financial strength
ratings on MGIC Australia Pty Ltd. to 'BBB-' from 'A-'.  S&P
removed these ratings from CreditWatch, where they had been placed
with negative implications on December 5, 2008.  The outlook is
negative.  The investment-grade ratings on MGIC Australia reflect
its good capitalization and the regulatory limitations on its
parent's ability to repatriate capital.

"These rating actions follow MGIC Investment's recent announcement
that it elected to defer interest on its $390 million subordinated
convertible debt offering," said Standard & Poor's credit analyst
James Brender.  "When an issuer elects to exercise its option to
defer interest, it is S&P's policy to lower the rating on that
obligation to 'C'."

"The downgrade of MGIC reflects the company's recent poor
operating results and S&P's concern that rising unemployment could
delay MGIC's recovery," said Mr. Brender.  The group reported net
losses of $519 million and $1.7 billion in 2008 and 2007,
respectively.  The unfavorable results reflect a significant
increase in delinquent insured mortgages because of the sharp
decline in home prices.  MGIC's delinquency rate increased to
12.4% as of December 31, 2008, from 6.1% on
December 31, 2006.  Under certain stress scenarios for the housing
and job markets, S&P believes MGIC could report a net loss in
2011.

The ratings on MGIC reflect its recent poor operating results,
primarily because of weak underwriting of loans insured in 2006
and 2007, as well as an extremely challenging environment for all
mortgage insurers.  These negative factors are offset partially by
MGIC's significant claims-paying resources and Standard & Poor's
belief that the current difficulties will improve the long-term
fundamentals of the mortgage insurance industry.


MILACRON INC: Receives Interim Approval to Tap $55MM GECC Loan
--------------------------------------------------------------
Milacron Inc. received interim authority the day after it
submitted its Chapter 11 petition to borrow from the $55 million
revolving credit being provided by General Electric Capital Corp.
to finance the reorganization, Bloomberg's Bill Rochelle reports.

Milacron, the report adds, also was authorized to borrow a portion
of a separate $40 million secured loan from Avenue Capital Group
and DDJ Capital Management LLC.

The U.S. Bankruptcy Court for the Southern District of Ohio will
consider final approval of the DIP loan on April 6.

                        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.


MODERN CONTINENTAL: Wants Plan Filing Deadline Moved to May 29
--------------------------------------------------------------
Modern Continental Construction Co. asks the U.S. Bankruptcy
Court for the District of Massachusetts in Boston to extend until
May 29, its exclusive period to file a Chapter 11 plan.  This is
the Company's second request for an extension.

According to Bloomberg's Bill Rochelle, in a case that involves
$800 million in liabilities, the Company says it's already made
settlements covering $172 million in claims.  Modern filed under
Chapter 11 in June, three days after being named in a criminal
information charging it with making false statements in certifying
its work.  It was responsible for the portion of a tunnel roof
that collapsed, the report relates.

Bloomberg further reports that an order giving approval for use of
cash recites that Modern owes the lenders $634.6 million on surety
credit agreements, not including $261 million in unpaid interest.
A prior motion for financing approval says $48.9 million of
principal and interest was owing to bank creditors while $19.6
million was owed to noteholders for principal and interest.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
citing The Boston Globe, U.S. Attorney Michael J. Sullivan brought
49 criminal charges against Modern Continental on June 20, in
connection with the collapse of Continental's I-90 connector
tunnel on July 10, 2006, that killed Milena Del Valle.  The
complaint alleges that the firm knew that bolts were coming loose
in the ceiling of the tunnel.  The report says that Modern
Continental, if convicted, could be fined up to $24.5 million, or
$500,000 for each of the charges of:

     -- making false statements,
     -- submitting phony time and materials slips, and
     -- wire fraud, or $24.5 million in all.

                      About Modern Continental

Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody.  Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.

The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558).  Harold B. Murphy, Esq., at Hanify &
King P.C., represents the Debtor in its restructuring efforts.  An
Official Committee of Unsecured Creditors has been appointed in
the Debtor's bankruptcy case.

When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.


MONACO COACH: Section 341(a) Meeting Scheduled for April 9
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 2, will
convene a meeting of creditors of Monaco Coach Corporation on
April 9, 2009, at 2:00 p.m., at J. Caleb Boggs Federal Building,
5th Floor, Room 5209 in Wilmington, Delaware.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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.

                        About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names. The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


MONACO COACH: Wants Court Nod for Omni Management as Claims Agent
-----------------------------------------------------------------
Monaco Coach Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Omni Management Group LLC as their claims,
balloting, noticing and administrative agent.

The firm is expected to:

   a) prepare and serve required notices in this Chapter 11 case,
      including: notice of the commencement of this Chapter 11
      case and the initial meeting of creditors under section
      341(a) of the Bankruptcy Code; notice of the claims bar
      date; notices of objections to claims; notices of any
      hearings on a disclosure statement; confirmation of a plan
      of reorganization; and other miscellaneous notices as the
      Debtor or Court may deem necessary or appropriate for an
      orderly administration of this Chapter 11 case.

   b) after the service of a particular notice by Omni, filing
      with the Clerk's Office a certificate or affidavit of
      service that includes (i) a copy of the notice served, (ii)
      an alphabetical list of persons on whom the notice was
      served, along with corresponding addresses and (iii) the
      date and manner of service;

   c) maintaining copies of all proofs of claim and proofs of
      interest filed in this case;

   d) maintaining official claims registers in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information for
      each such claim or interest asserted:

      -- name and address of the claimant or interest holder and
         any agent thereof, if the proof of claim or proof of
         interest was filed by an agent;

      -- the date the proof of claim or proof of interest was
         received by the firm or the Court;

      -- claim number assigned to the proof of claim or proof of
         interest; and

      -- asserted amount and classification of the claim.

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g) maintaining an up-to-date mailing list for all entities
      that have filed proofs of claim or proofs of interest and
      making such list available upon request to the Clerk's
      Office or any party in interest;

   h) provide access to the public for examination of the proofs
      of claim or proofs of interest filed in this case without
      charge during regular business hours;

   1) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of such transfers as required by Bankruptcy Rule
      3001(e), if directed to do so by the Court;

   j) comply with applicable federal, state, municipal and local
      statues, ordinances, rules, regulations, orders and other
      requirements in connection with its activities in this
      case;

   k) provide temporary employees to process claims, as
      necessary;

   1) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe;

   m) acting as balloting agent for any plan of reorganization
      filed by the Debtor; and

   n) providing such other claims processing, noticing, balloting,
      and related administrative services as may be requested
      from time to time by the Debtor.

The firm charges for its services at these hourly rates:

       Designation               Hourly Rate
       -----------               -----------
       Senior Consultants        $195-$295
       Consultants and Project   $75-$140
         Specialists
       Programmers               $130-$200
       Clerical Support          $35-$65

Robert L. Berger, member of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                         About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names. The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


MONACO COACH: Faces Class Action for WARN Act Violations
--------------------------------------------------------
Berger & Montague, P.C., has filed a class action lawsuit in the
United States Bankruptcy Court for
the District of Delaware, Rieke, et al. v. Monaco Coach Corporation,
Civil Action No.
09-50444-KJC, on behalf of 2,600 employees who were laid off by Monaco
Coach Corporation in
December 2008 and thereafter without receiving any notice.

Monaco Coach Corporation, the manufacturer of luxury recreational
vehicles headquartered in
Coburg, Oregon, and traded on the New York Stock Exchange under the
symbol MNC until trading
was suspended on March 3, 2009, filed for Chapter 11 bankruptcy
protection on March 5, 2009.
The lawsuit claims that Monaco violated the Worker Adjustment and
Retraining Notification Act
which provides that employers must give 60 days' notice to employers
prior to a plant closing or
mass layoff. The lawsuit seeks sixty days wages and benefits in lieu
of the notice.

The lead plaintiffs, Randy Rieke, Cary Rieke, Gary Betts, Joyce Betts,
Michael Dager, Angel
Dager, Diana Hensley, and Jenny Ossthun, were all employed by Monaco
at its headquarters in
Coburg, Oregon.  However, the lead plaintiffs filed this lawsuit on
behalf of all employees who
were part of the layoffs, including those who worked at Monaco's
facilities located in Milford,
Indiana, Wakarusa, Indiana, and Warsaw, Indiana.

"The WARN Act provides for sixty days advance notice of plant closings
and mass layoffs to
affected employees, and Monaco Coach Corporation has admitted publicly
that it did not give such
notice," said Shanon Carson of Berger & Montague, P.C., an attorney
for the plaintiffs.  "We will
vigorously seek just compensation for our clients and their co-workers
and ask simply that the
company comply with the federal laws passed by Congress to protect
employees from being
abruptly terminated without notice, which substantially impacts their
ability to find substitute work
and support their families."  Mr. Carson also noted that some of the
lead plaintiffs and other
affected workers are doubly impacted because they are husband and wife.

Former employees of Monaco Coach Corporation who were part of these
layoffs can obtain
additional information by calling Shanon Carson at (215) 875-4656, or
by email at
scarson@bm.net.  The lawsuit is being prosecuted by the Philadelphia
law firm of Berger &
Montague, P.C. -- http://www.bergermontague.com-- which consists of
more than 60
attorneys who represent plaintiffs in complex litigation.  The firm's
Employment Law Group has
extensive experience in representing employees in class and collective
action litigation, and the
firm has played lead roles in major cases for almost 40 years
resulting in recoveries of billions of
dollars for its clients and the classes they represent.

                         About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names. The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


MUZAK HOLDINGS: Obtains Final OK to Access $20MM Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
on a final basis, Muzak Holdings LLC and its debtor-affiliates'
access to more than $20 million cash collateral, the Bankruptcy
Law 360 reported.

Muzak, according to Bloomberg's Bill Rochelle, received permission
to use its lenders' cash collateral until August 15.  The Company,
the report relates, said at the outset that it doesn't need
outside financing.

The Court has also authorized the Debtors to grant adequate
protection for the secured lenders.

On April 15, 2005, Muzak LLC and Musak Holdings LLC are parties to
credit agreement with Bear Stearns & Co. Inc. and Bear Stearns
Corporate Lending Inc.  The obligations of Musak LLC under the
senior credit facility are guaranteed by Muzak Holdings and
substantially all of Muzak LLC's direct and indirect subsidiaries,
except for ElectroSystems Corporation and Muzak heart & Soul
Foundation.

As of the petition date, approximately $101,325,000 remains
outstanding under the senior credit facility.

Prior to the petition date, the Debtors engaged in discussions
with their prepetition lenders to facilitate the continued use of
cash collateral.  The Debtors insisted that any payment made to
the prepetition lenders in connection with the maturity extension
of senior credit facility include an agreement affording the use
of cash collateral.

The Debtors relate that their business generated positive cash
flow from operations and had accumulated $22.4 million in cash as
of Feb. 6, 2009.

               Salient Terms of the Cash Collateral

Specified Period:          The period of time from the petition
                           date through the date which is the
                           earliest to occur of (a) the expiration
                           of the Remedies Notice period or (b)
                           11:59 p.m. (Eastern Time) on Aug. 15,
                           2009.

Adequate Protection Liens: The Debtors grant the prepetition
                           agent, to the extent of any diminution
                           in value, additional and replacement
                           continuing, valid, binding,
                           enforceable, non-avoidable and
                           automatically perfected postpetition
                           security interests in and liens on the
                           postpetition collateral, which
                           includes all property of the Debtors
                           existing on the petition date or
                           acquired thereafter, except for the
                           estates' claims and causes of action
                           under Chapter 5 of the Bankruptcy
                           Code, but including any causes of
                           action under section 549 of the
                           Bankruptcy Code.  The adequate
                           protection liens are junior only to:
                           (i) the perpetition liens, (ii)
                           permitted encumbrances, which are
                           expressly permitted by the prepetition
                           credit documents and were valid,
                           properly perfected, non-avoidable and
                           senior to the prepetition liens as
                           of the petition date, an (iii) the
                           carve out.

Carve Out:                 The adequate protection liens and the
                           adequate protection superpriority
                           claim are junior to (a) statutory fees
                           payable to the U.S. Trustee and (b)
                           reasonable fees and expenses allowed
                           and payable by order of the Court and
                           any interim compensation procedures
                           order, and payable as set forth in the
                           Budget and up to amounts set forth in
                           a monthly professional fee schedule.
                           The allowed professional fees will be
                           calculated on a rolling, cumulative
                           basis with a 10% variance.  The
                           allowed professional fees will be
                           limited after a termination of the use
                           of cash collateral, in an amount up to
                           $1,850,000 for the Debtors'
                           professionals and $490,000 for the
                           professionals of the official
                           committee of unsecured creditors.

Adequate Protection
Payments:                  The Debtors will pay the prepetition
                           agent these adequate protection
                           payments: (a) current cash payments of
                           non-default rate interest, plus PIK
                           interest ; (b) current cash payment of
                           the reasonable and documented fees,
                           costs and expenses of primary and
                           local counsel to the prepetition
                           agent, Bingham McCutchen LLP, as
                           counsel to certain of the prepetition
                           lenders, Redd Smith, LLP, as local
                           counsel to certain prepetition lenders
                           and Morgan Joseph & Co., Inc, as
                           financial advisor to certain
                           prepetition lenders; and (c)
                           continued maintenance and insurance on
                           the prepetition collateral that is
                           subject to the adequate protection
                           liens.

Indemnity Account:         The Debtors will establish an account
                           in the control of the prepaetition
                           agent to secure and reimbursements,
                           indemnification or similar continuing
                           obligations of the Debtors in favor of
                           the prepetition agent or prepetition
                           lenders.  The Debtors will deposit
                           $500,000 into the indemnity account
                           upon the first to occur of (a) the
                           expiration of the specified period or
                           (b) the payment in full of the
                           prepetition obligations.  The cash
                           collateral order grants the
                           prepetition agent and prepetition
                           lenders a first priority lien on the
                           indemnity account.

Challenges to Prepetition
Liens:                     The Committee may use up to $25,000 of
                           its share of the allowed professional
                           fees to investigate the validity,
                           enforceability, perfection, priority
                           or extent of the prepetition liens or
                           any other claims against the
                           prepetition agent of the prepetition
                           lenders within 60 days after the
                           formation of the committee.

The agreement contains certain events of default.

The Debtors will use the cash collateral to operate their day to
day business as pay their vendors for goods and services and fund
payroll.

                     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.


N AMERICAN SCIENTIFIC: Receives Notice of Delisting from Nasdaq
---------------------------------------------------------------
North American Scientific, Inc., received a notice from The Nasdaq
Stock Market dated March 12, 2009 indicating that Nasdaq has
determined that the company's securities will be delisted from
Nasdaq because the company does not comply with Marketplace Rule
4300 and IM-4300 as a result of the filing by its wholly-owned and
operating subsidiary for protection under Chapter 11 of the U.S.
Bankruptcy Code.

The company does not plan to request an appeal of this
determination and trading of the Company's common stock will be
suspended at the opening of business on March 23, 2009 and a Form
25-NSE will be filed with the Securities and Exchange Commission
which will remove the Company's securities from listing and
registration on Nasdaq.

The company expects that its common stock will trade on the OTC
Bulletin Board or the "Pink Sheets" following the approval of an
application by one or more market makers to continue quoting in
the Company's common stock.

                 About North American Scientific

North American Scientific -- http://www.nasmedical.com/--
operating under the name NAS Medical, is a leader in applying
radiation therapy in the fight against cancer.  Its innovative
products provide physicians with tools for the treatment of
various types of cancers.


NORTEL NETWORKS: Considering Sales of Business Units
----------------------------------------------------
Nortel Networks Corp. is considering sales of business units
rather than reorganizing and emerging from bankruptcy on its own,
Bloomberg's Bill Rochelle reported, citing people close to the
situation.

Nortel Networks has won approval from the U.S. Bankruptcy Court
and the Ontario Superior Court to auction part of its data-switch
business for at least $17.7 million.

According to Serena Saitto and Rochelle Garner of Bloomberg, Ciena
Corp. is considering the purchase of a unit from Nortel Networks.
Nortel's Metro Ethernet Networks unit may be valued at about $300
million, Bloomberg reported, citing a person familiar with the
matter, who asked not to be named because the negotiations are
confidential.

Lazard Ltd. is handling a possible sale of Nortel's assets, and
information about the Company will be made available to
prospective buyers next week, according to another person close to
the matter, Bloomberg said.

According to Financial Times, Nortel Networks Corp.'s CEO said
that the Company hopes to emerge from Chapter 11 bankruptcy
protection by the middle of the year.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHEAST BIOFUELS: Faces $8-Million Injunction Suit from Lurgi
---------------------------------------------------------------
Lurgi Inc. fka Lurgi PSI Inc., Tennessee-based construction
services provider, filed a complaint to the United States
Bankruptcy Court for the Northern District of New York seeking a
preliminary and permanent injunction to enjoin an improper attempt
by Northeast Biofuels LP and its debtor-affiliates to draw down
$8,111,994 letter of credit issued by BNP Paribas in New York.

Lurgi tells the Court that the Debtors' plan to draw down the
money is a violation of the engineering, procurement and
construction agreement entered between the Debtors and Lurgi on
June 29, 2006, because the Debtors failed to follow necessary
contractual procedures in the agreement, among other things.
Under the agreement, the Debtors' Miller Brewing Company plant at
376 Owens Road in the Town of Volney, Oswego County, will be
converted into an ethanol producing facility.  The original
contract price was about $120 million.

The Debtor informed Lurgi that it will draw out the remaining
amount after the Court executed a stipulation and order on
March 4, 2009, relates Wendy A. Kinsella, Esq., at Harris Beach
PLLC, at Syracuse, New York.  The order was executed without
having any knowledge of the underlying dispute surrounding the
Debtors' entitlement to draw the remaining money, Ms. Kinsella
says.

                     About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The Debtors proposed FTI Consulting Inc. as their
financial advisor.  When the Debtors filed for protection from
their creditors, they listed assets and debt between $100 million
to $500 million each.


PACIFIC ENERGY: Seeks Omni Management as Claims Agent
-----------------------------------------------------
Pacific Energy Resources Ltd. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
authority to employ Omni Management Group LLC as their claims,
balloting, noticing and administrative agent.

The firm is expected to:

   a) prepare and serve required notices in this Chapter 11 case,
      including: notice of the commencement of this Chapter 11
      case and the initial meeting of creditors under section
      341(a) of the Bankruptcy Code; notice of the claims bar
      date; notices of objections to claims; notices of any
      hearings on a disclosure statement; confirmation of a plan
      of reorganization; and other miscellaneous notices as the
      Debtor or Court may deem necessary or appropriate for an
      orderly administration of this Chapter 11 case.

   b) after the service of a particular notice by Omni, filing
      with the Clerk's Office a certificate or affidavit of
      service that includes (i) a copy of the notice served, (ii)
      an alphabetical list of persons on whom the notice was
      served, along with corresponding addresses and (iii) the
      date and manner of service;

   c) maintaining copies of all proofs of claim and proofs of
      interest filed in this case;

   d) maintaining official claims registers in this case by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information for
      each such claim or interest asserted:

      -- name and address of the claimant or interest holder and
         any agent thereof, if the proof of claim or proof of
         interest was filed by an agent;

      -- the date the proof of claim or proof of interest was
         received by the firm or the Court;

      -- claim number assigned to the proof of claim or proof of
         interest; and

      -- asserted amount and classification of the claim.

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g) maintaining an up-to-date mailing list for all entities
      that have filed proofs of claim or proofs of interest and
      making such list available upon request to the Clerk's
      Office or any party in interest;

   h) provide access to the public for examination of the proofs
      of claim or proofs of interest filed in this case without
      charge during regular business hours;

   1) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of such transfers as required by Bankruptcy Rule
      3001(e), if directed to do so by the Court;

   j) comply with applicable federal, state, municipal and local
      statues, ordinances, rules, regulations, orders and other
      requirements in connection with its activities in this
      case;

   k) provide temporary employees to process claims, as
      necessary;

   1) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe;

   m) acting as balloting agent for any plan of reorganization
      filed by the Debtor; and

   n) providing such other claims processing, noticing, balloting,
      and related administrative services as may be requested
      from time to time by the Debtor.

The firm charges for its services at these hourly rates:

       Designation               Hourly Rate
       -----------               -----------
       Senior Consultants        $195-$295
       Consultants and Project   $75-$140
         Specialists
       Programmers               $130-$200
       Clerical Support          $35-$65

Robert L. Berger, member of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engage in the acquisition and
development of oil and gas properties, primarily in the United
States.  The company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Rutan & Tucker LLP as their corporate counsel;
Schully, Roberts, Slattery & Marino as special oil and gas
counsel; Devlin Jensen as Canadian counsel; Zolfo Cooper as
financial advisor; Lazard Freres & Co. LLC and Albrecht &
Associates Inc. as investment bankers; and Omni Management Group
LLC as noticing and claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


PATRIOT HOMES: May Use Cash Collateral of Wells Fargo Until April
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
extended for the fifth consecutive four week period its final
order, dated October 16, 2008, granting Patriot Homes, Inc., et
al., authority to obtain secured credit, to use cash collateral,
and to use advances from Wells Fargo Bank, National Association,
beyond its current termination date of March 6, 2009, to and
including April 3, 2009, in accordance with a budget.

The Debtors told the Court that they have been unable to obtain
sufficient unsecured credit allowable under Sec. 503(b)(1) of the
Bankruptcy Code as an administrative expense to meet working
capital needs.

As of the Petition Date, Debtors are obligated to Lender in the
aggregate principal amount of $8,673,652, secured by valid,
perfected and non-avoidable first priority liens on and security
interests in substantially all of the assets and properties of the
Debtors.

Pursuant to the Court's Fifth Amended Final Order, through the
Termination Date, Lender may make postpetition advances to Debtors
from the receipts by Lender of proceeds from the sale, collection
or other disposition of the Collateral.  Debtor will be authorized
to use Cash Collateral for the sole purpose of applying receipts
and Cash Collateral to pay Lender.

As adequate protection for the use of Cash Collateral and as
security for the postpetition advances, Lender shall have a
superpriority claim and a postpetition prior and paramount
security interest in all of the Debtors' (a) existing and future
personal property, and (b) real property, subject to a "carve-out"
for professional fees.

As adequate protection of other creditors that may claim an
interest in the Debtors' cash collateral, said other creditors
shall be granted replacement liens in Debtors' postpetition assets
of the same class of property, and in the same order of priority,
any lien said other creditors may have in the prepetition assets
of the Debtors.

All prepetition collateral shall secure all prepetition and
postpetiton debt and obligations of the Debtors to Lender, and all
prepetition cash collateral may be applied by Lender, at its sole
discretion, to the prepetition or postpetition debts and
obligations of Debtors to it.

A full-text copy of the Court's Fifth Amended Final Order, dated
March 10, 2009, is available at:

http://bankrupt.com/misc/PatriotHomes.FifthAmendedFinalOrder.pdf

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq., at Laderer & Fischer,
represents the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Patriot Homes disclosed total assets
of $1,715,900 and total debts of $17,918,377.


PEACH HOLDINGS: Moody's Junks Rating; Loan Matures in April
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
senior secured bank credit facility ratings of Peach Holdings Inc.
to Caa2 from B2.  The ratings remain on review for possible
downgrade.

The rating downgrade reflects the extremely difficult funding
environment Peach is encountering and the resulting pressure on
the company's business model.  Peach has historically relied on
securitization to permanently finance its receivables, but the
credit market dislocation has affected the firm's ability to fund
new volumes at previous levels.  Additionally, Peach currently has
limited availability under its remaining warehouse lines of
credit.  Given the environment, Peach's ability to secure
alternative funding and to renew its current facilities is also
highly uncertain.

Moody's noted that difficult funding and operating conditions are
also likely to affect Peach's profitability and capital levels,
which could further constrain its financial flexibility.  Peach is
not subject to margin calls on its warehouse facilities.  However,
Moody's believes that Peach's default potential is elevated as a
result of its limited financial resources.  Furthermore, were
Peach to default, the loss severity for the rated debt could be
high.

Moody's said that its review for further possible downgrade of
Peach's ratings reflects concerns regarding the company's ability
to renew its warehouse lines of credit, to restore the long-term
viability of its business model, and to improve the asset coverage
of its rated bank debt.

During its review, Moody's will evaluate the company's progress in
renewing its warehouse facility maturing in April 2009 and re-
establishing its funding flexibility.  Moody's will also examine
Peach's long-term business plan in terms of its profit and return
dynamics.

The last rating action on Peach was on November 19, 2008, when
Moody's affirmed the ratings of Peach and changed the rating
outlook to negative from stable.

Peach Holdings, Inc., is located in Boynton Beach, Florida, and
reported assets of approximately $1.15 billion at September 30,
2008


PRIME TRAVEL: State Prohibits Sale of Travel Insurance
------------------------------------------------------
Florida Chief Financial Officer Alex Sink has notified three
travel agencies to stop selling insurance on behalf of Prime
Travel Protection Services Inc. and any other unlicensed travel
insurer, Laura Ruane at The News-Press reports, citing the
Department of Financial Services.

According to The News-Press, Mr. Sink is investigating Prime
Travel for selling insurance without a license.  The News-Press
relates that Mr. Sink issued legal notices to these companies,
charging them of breaching state law by selling Prime Travel
insurance:

       -- Palm Coast Travel;

       -- Vacation Superstore Network Inc., DBA Best Price
          Cruises; and

       -- Legendary Journeys Inc.

Legendary Journeys Vice President Al Ferguson, The News-Press
states, said that his company hasn't sold Prime Travel Protection
policies in six months.  The report quoted him as saying, "We were
getting complaints regarding their repayment schedule for valid
claims."  Mr. Ferguson said that state regulators were informed,
according to the report.

Arvada, Colorado-based Prime Travel Protection, Inc. --
http://www.ptprotection.us/-- was incorporated to offer Travel
Protection services to the general public through retail and
wholesale travel agencies, travel organizations, tour operators,
vacation ownership and property management companies in the United
States.

Prime Travel initiated a liquidation of services, effective
January 26, 2009.


PRIMUS TELECOM: Canadian Units Obtain Waiver of Covenant Default
----------------------------------------------------------------
Primus Telecommunications Group, Incorporated, said its indirect
wholly-owned Canadian subsidiary, Primus Telecommunications Canada
Inc., 3082833 Nova Scotia Company and certain affiliate guarantors
on Monday entered into a Waiver and Amendment Agreement to their
$35 million Senior Secured Credit Agreement, as amended with
Guggenheim Corporate Funding, LLC, as Administrative Agent and
Collateral Agent.  The Waiver and Amendment became effective as of
March 10, 2009.

The Lenders under the Waiver and Amendment waived events
constituting Events of Default and potential Events of Default
under the Credit Agreement, specifically:

   -- the failure of Primus Canada to maintain certain Hedging
      Agreements, Lehman Unsecured Hedging Agreements or
      Unsecured Hedging Agreements reasonably satisfactory to the
      Administrative Agent to hedge the full amount of its
      currency rate exposures with respect to the aggregate
      principal amount outstanding under the Credit Agreement;
      and

   -- Primus Telecommunications Group and certain of its
      affiliates' bankruptcy filing.

The Waiver and Amendment permits Primus Canada to incur certain
second-lien secured term loans that do not exceed $5 million and
guarantees by the Credit Parties.  The Credit Agreement, as
amended, obligates Primus Canada to prepay loan amounts under the
Credit Agreement on the dates and in the amounts set forth:

                                          Monthly Principal
          Payment Date                      Payment Amount
          ------------                    ------------------
          March 31, 2009                        $500,000
          April 30, 2009                        $500,000
          May 31, 2009                          $500,000
          June 30, 2009                       $2,250,000
          The last day of each calendar         $500,000
            month from and including
           July 2009 to and including
           April 2011

In connection with the Waiver and Amendment, the Applicable Margin
under the Credit Agreement was increased to LIBOR +3.750% for the
Term A Loans and LIBOR +6.375% for Term B Loans, with a 2.50%
LIBOR floor and the Maturity Date was changed to May 21, 2011.
Additionally, a principal prepayment of $1,750,000 was due and
paid upon execution of the Waiver and Amendment.

The Waiver and Amendment established certain additional Events of
Default under the Credit Agreement to include:

   -- the Bankruptcy Court will enter an order denying
      confirmation of the Debtors' bankruptcy plan or the
      Proceedings will be converted to a case under Chapter 7 of
      the Bankruptcy Code;

   -- the Plan will not have been confirmed by the Bankruptcy
      Court and become effective on or before August 31, 2010;

   -- the Plan will be confirmed or become effective without the
      reinstatement after effectiveness of each Guarantee on
      terms identical to such Guarantee existing on the date
      hereof as a valid, unsubordinated obligation of the
      applicable Guarantor, or the Plan is confirmed without any
      Guarantor holding, directly or indirectly, substantially
      all of its current assets and businesses;

   -- the Bankruptcy Court will enter any order that impairs the
      enforceability of the Waiver and Amendment or any Loan
      Document, as reasonably determined by the Administrative
      Agent;

   -- any representation or warranty made by a Credit Party in
      the Agreement will prove to be untrue in any material
      respect;

   -- any Credit Party will default in the performance of any
      obligation under the Agreement that is not cured within 10
      business Days following notice from the Administrative
      Agent; and

   -- the Guarantee or any other Loan Document executed by a
      Guarantor will cease to be valid and binding on or
      enforceable against any Guarantor.

A full-text copy of the Waiver and Amendment Agreement, dated
March 10, 2009, to Senior Secured Credit Agreement dated as of
March 27, 2007, as amended among Primus Telecommunications Canada,
Inc., as Borrower, 3082833 Nova Scotia Company, as an Obligor,
Guggenheim Corporate Funding, LLC, as administrative agent and
collateral agent, and the Lenders from time to time parties
thereto, is available at no charge at:

               http://researcharchives.com/t/s?3a61

Primus Telecom also disclosed that its bankruptcy filing
constituted an event of default that triggered repayment
obligations under a number of debt instruments of the Debtors.  As
a result of the event of default, all obligations under the Debt
Documents became automatically and immediately due and payable.
The Debtors believe that any efforts to enforce the payment
obligations under the Debt Documents against the Debtors are
stayed as a result of the filing of such Chapter 11 cases in the
Bankruptcy Court and will take such action as appropriate to stay
any efforts to enforce the payment obligations against non-Debtor
guarantors.  The Debt Documents and the approximate principal
amount of debt currently outstanding thereunder are:

   1. $96 million Senior Secured Term Loan Facility of Group due
      February 2011.

   2. $173 million 14-1/4% Senior Secured Notes of IHC due May
      2011.

   3. $23 million 5% Exchangeable Senior Notes of Holding due
      June 2010.

   4. $186 million 8% Senior Notes of Holding due January 2014.

   5. $34 million 3-3/4% Senior Notes of Group due September 2010.

   6. $14 million 12-3/4% Senior Notes of Group due October 2009.

   7. $9 million Step Up Convertible Subordinated Debentures of
      Group due August 2009.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and Western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide.  Founded in 1994, PRIMUS is based in McLean, Virginia.


PRIMUS TELECOM: Dec. 31 Balance Sheet Upside-Down by $461.5MM
-------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated, on Monday announced
its financial results for the quarter and year ended December 31,
2008.

"Fourth quarter 2008 net revenue was $203 million, down
$28 million from $231 million in the prior quarter and down
$18 million from the year-ago quarter.  The sequential quarter to
quarter revenue decrease is attributable to the strengthening of
the United States dollar against the currencies in our major
foreign operations.  The $28 million revenue decrease as compared
to the prior quarter was comprised of a $35 million decrease from
the strengthening of the United States dollar, partially offset by
a $4 million increase in retail services revenue, and a
$3 million increase in wholesale services revenue," said Thomas R.
Kloster, Chief Financial Officer.  "We were pleased to report
sequential retail revenue growth as a result of stability in our
primary operating units and growth in our European operating unit.
Additionally, each of the last four quarters' results have had
increases in wholesale revenue as we continue to experience strong
demand for our wholesale services because of our expanded routing
and pricing capabilities."

Net loss was $35 million in the fourth quarter 2008 -- including a
$34 million loss on foreign currency transactions primarily from
intercompany debt agreements -- as compared to a net loss of $33
million in the third quarter 2008 -- including a $23 million loss
on foreign currency transactions -- and net income of
$2 million in the fourth quarter 2007 -- including a $2 million
gain on foreign currency transactions.

Full year 2008 net revenue was $896 million, in line with 2007.
Full year 2008 net loss was $25 million as compared to net income
of $16 million in 2007.

As of December 31, 2008, the company had $330.4 million in total
assets and $791.9 million in total liabilities, resulting in
$461.5 million in stockholders' deficit.

PRIMUS ended the fourth quarter 2008 with an unrestricted cash
balance of $37 million, down $11 million from $48 million as of
the end of the third quarter 2008.  Cash uses were comprised of
$5 million for capital expenditures, $18 million on debt coupon
and other interest payments, $1 million for income tax payments,
$1 million for scheduled debt principal reductions, and a
$4 million effect from foreign currency exchange rates.  These
declines were offset by $15 million of Adjusted EBITDA, and
$3 million from changes in working capital.

Free Cash Flow for the fourth quarter 2008 was negative
$1 million -- with $4 million provided by operating activities and
$5 million utilized for capital expenditures -- as compared to
negative $7 million in the prior quarter and negative
$12 million in the year-ago quarter.

The principal amount of PRIMUS's long-term debt obligations as of
December 31, 2008, was $578 million.  The company filed for
bankruptcy Monday.  Its plan of reorganization is intended to
provide relief with respect to the debt maturities that come due
in 2009, subject to the uncertainties that come with the plan.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and Western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide.  Founded in 1994, PRIMUS is based in McLean, Virginia.


PRIMUS TELECOM: Files for Bankruptcy to Shed Off 50% in Debt
------------------------------------------------------------
Primus Telecommunications Group, Incorporated, and three of its
subsidiaries and affiliates, Primus Telecommunications Holding,
Inc., Primus Telecommunications International, Inc., and Primus
Telecommunications IHC, Inc., each filed a voluntary petition
yesterday in the United States Bankruptcy Court for the District
of Delaware to reorganize under chapter 11 of the United States
Bankruptcy Code.

A creditors' committee has not yet been appointed in these cases
by the United States Trustee.  The Debtors will continue to
operate their businesses and manage their properties as debtors in
possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code
and orders of the Bankruptcy Court.

The Debtors have received the requisite support of the impaired
noteholders entitled to a distribution under the Plan as well as
providing for a recovery to subordinated security holders upon the
achievement of certain threshold enterprise values of the
reorganized holding companies.

If consummated, the financial restructuring would materially
improve the Holding Companies' liquidity by reducing principal
debt obligations by roughly $315 million, or over 50%, reduce
interest payments by over 50% and extend certain debt maturities.

The lenders under the $100 million senior secured term loan among
Holding and Group (as obligors) and certain affiliated subsidiary
guarantors, to date, have not consented to the plan although the
plan contemplates the reinstatement of the Term Loan debt.  The
company is in continuing discussions with the senior secured Term
Loan lenders for a potential resolution of their claims.  In
addition, the Debtors have obtained waivers of certain secured
lenders under a Canadian Credit Facility with regard to the
Reorganization.  The Reorganization remains subject to Bankruptcy
Court confirmation.

                      Plan Support Agreement

On March 16, 2009, the Debtors entered into a Plan Support
Agreement with the holders of more than the majority of the
outstanding principal amount of IHC's 14-1/4% Senior Secured Notes
due May 2011 and of the outstanding principal amount of Holding's
5% Exchangeable Senior Notes due June 2010 and 8% Senior Notes due
January 2014.

The parties to the Plan Support Agreement have agreed to support a
plan of reorganization of the Debtors on the terms and conditions
set forth in the Plan Term Sheet and not to support, directly or
indirectly, any other plan, in exchange for the Debtors' agreement
to implement all steps necessary to solicit the requisite
acceptances of the Plan and obtain from the Bankruptcy Court an
order confirming the Plan in accordance with the terms of the Plan
Support Agreement.

The Plan Support Agreement may be terminated under certain
circumstances, including in the event that the Plan and related
disclosure statement are not approved by certain deadlines, the
Plan is not consummated within a certain period of time after its
filing with the Bankruptcy Court, a party materially breaches the
Plan Support Agreement, a trustee or examiner with enlarged powers
relating to the Debtors' business is appointed in the chapter 11
cases, the chapter 11 cases are converted to cases under chapter 7
of the Bankruptcy Code or the Bankruptcy Court grants relief that
is inconsistent with the Plan Support Agreement or the Plan Term
Sheet.

Specifically, the Plan Support Agreement requires that the Debtors
obtain approval of a Disclosure Statement within two months from
the bankruptcy filing; and obtained confirmation of a bankruptcy
plan within three months of the petition date.

Under the proposed plan of reorganization contemplated by the Plan
Term Sheet:

   * Reinstate $96 million in outstanding variable rate Term Loan
     debt due 2011;

   * Exchange $173.2 million of outstanding 14-1/4 % Senior
     Secured Notes for a pro rata share of $123.4 million of
     14-1/4 % Senior Secured Notes to be issued by Primus
     Telecommunications IHC, Inc., subject to certain
     modifications, and for a pro rata share of 50% of the equity
     of the reorganized company distributed to creditors of the
     Holding Companies;

   * Exchange the 8% Senior Notes and 5% Exchangeable Notes for
     50% of the equity of the reorganized company distributed to
     creditors of the Holding Companies and warrants exchangeable
     into additional equity in the reorganized company at
     predetermined levels of enterprise value;

   * Exchange the 12-3/4% Senior Notes, 3-3/4% Convertible Senior
     Notes and 8% Step Up Convertible Subordinated Debentures for
     warrants exchangeable into equity in the reorganized company
     at predetermined levels of enterprise value;

   * Cancel all of the existing equity interests in the parent
     Holding Company and issue contingent value rights
     exchangeable into up to 15% of the fully diluted value of
     the reorganized company after a predetermined level of
     enterprise value is reached;

   * Key employees can attain up to 4% of the equity of the
     reorganized company through a combination of shares vesting
     upon attaining performance benchmarks and warrants for up to
     6% exchangeable into equity in the reorganized company based
     upon achieving predetermined levels of enterprise value.

    * Suppliers to be paid in full in the ordinary course.

A full-text copy of the Plan Support Agreement dated March 16,
2009, is available at no charge at:

               http://ResearchArchives.com/t/s?3a5f

A full-text copy of a Supplemental Indenture Exhibit to Exhibit C
of the Plan Support Agreement dated March 16, 2009, is available
at no charge at:

               http://researcharchives.com/t/s?3a60

The Consenting Noteholders are represented by Stroock & Stroock &
Lavan LLP, and Andrews Kurth LLP.

                  Primus Won't Seek DIP Financing

The Holding Companies stated that, because this plan represents a
balance sheet restructuring, it did not create a need to seek
debtor-in-possession financing due to the fact that all business
expenses are handled at the operating level and should not be
affected by today's filing. They stated further that the Holding
Companies have adequate cash available to support operations
during this "fast-track," consensual restructuring.

"This is a relatively straight-forward balance sheet restructuring
at the Holding Company level.  Our operating units are strong and
have adequate cash resources to meet the needs of their businesses
throughout this process," said K. Paul Singh, Chairman and Chief
Executive Officer.  "Confirmation of the plan of reorganization
will put PRIMUS in a stronger position to weather current global
economic conditions and should enable us to take advantage of
opportunities that may arise.  After emergence, the Holding
Companies will have a stronger balance sheet and should have
improved free cash flow."

"The proposed plan is the result of extensive negotiations with
most of our major stakeholders, and we believe that it provides
the highest and fairest recovery for all of our stakeholders,"
said Mr. Singh.

None of PRIMUS's operating companies in the United States,
Australia, Canada, India, Europe and Brazil are included in the
filing.  All operating units are expected to continue to manage
and to operate their businesses without interruption as a result
of the filing.  Employees, customers, suppliers and partners of
these operating business units will be unaffected during what is
anticipated to be an expedited financial restructuring of the
Holding Companies.

"All operations are expected to continue in the ordinary course
without interruption.  Employees worldwide will continue to be
paid in the normal manner, and benefits will continue without
interruption.  Vendors of all the foreign and domestic operating
entities will continue to be paid in full, in accordance with
normal terms and conditions, for all goods furnished and services
provided to date and in the future.  In summary, the plan of
reorganization has been carefully crafted to minimize any impact
on our employees, our customers or our vendors," Mr. Singh
concluded.  "The non-disruptive outcome was also an objective of
our consenting noteholders and certain senior lenders who, through
their cooperation, have demonstrated faith in our operating
businesses and the enterprise value that a restructured PRIMUS is
capable of generating."

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and Western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide.  Founded in 1994, PRIMUS is based in McLean, Virginia.


PRIMUS TELECOM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Primus Telecommunications Group, Inc.
        7901 Jones Branch Drive, Suite 900
        McLean, VA 22102

Bankruptcy Case No.: 09-10867

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Primus Telecommunications Group, Inc.              09-10867
Primus Telecommunications Holding, Inc.            09-10868
Primus Telecommunications IHC, Inc.                09-10869
Primus Telecommunications International, Inc.      09-10870

Type of Business: The Debtors (OTCBB: PRTL) provide an array of
                  telecommunication services including domestic
                  voice, voice-over-internet protocol, internet,
                  wireless, data and hosting services.  Moreover,
                  the Debtors provide services over its global
                  network of owned and leased transmission
                  facilities, including approximately 500
                  points-of-presence throughout the world,
                  ownership interests in undersea fiber optic
                  cable systems, 18 carrier-grade international
                  gateway and domestic switches, and a variety of
                  operating relationships that allow it to
                  deliver traffic worldwide.  Founded in 1994,
                  PRIMUS is based in McLean, Virginia.

                  See: http://www.primustel.com

Chapter 11 Petition Date: March 16, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Davis L. Wright, Esq.
                  dlwright@skadden.com
                  Eric M. Davis, Esq.
                  emdavis@skadden.com
                  Skadden Arps Slate Meagher & Flom LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, DE 19899
                  Tel: (302) 651-3000
                  Fax: (302) 651-3001

Financial Adviser and
Investment Banker: CRT Investment Banking LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
8.00% Senior Notes             notes             $186,000,000
US Bank Trust National
Association
Attn: William Keenan
Vice President
100 Wall Street, Suite 1600
New York, NY 10005
Tel: (212) 361-6187

3.75% Senior Conv. Notes       notes             $34,200,000
US Bank Trust National
Association
Attn: William Keenan
Vice President
100 Wall Street, Suite 1600
New York, NY 10005
Tel: (212) 361-6187

5.00% Exchangeable Notes       notes             $23,369,000
US Bank Trust National
Association
Attn: William Keenan
Vice President
100 Wall Street, Suite 1600
New York, NY 10005
Tel: (212) 361-6187

12.75% Senior Notes            notes             $14,186,000
US Bank Trust National
Association
Attn: William Keenan
Vice President
100 Wall Street, Suite 1600
New York, NY 10005
Tel: (212) 361-6187

8% Step-Up Debentures         notes             $14,186,000
US Bank Trust National
Association
Attn: William Keenan
Vice President
100 Wall Street, Suite 1600
New York, NY 10005
Tel: (212) 361-6187

Deloitte & Touche (GA)       professional       $140,246
                             services

PricewaterhouseCoopers       professional       $65,554
                             services

Deloitte Tax                 professional       $24,796
                             services

Deloitte & Touche            professional       $13,759
                             services

Southpaw Asset Management LP bonds              unknown

Wilfrid Aubrey LLC           bonds              unknown

Grant Peck                   bonds              unknown

Quattro Global Capital, LLC  bonds              unknown

Highbridge Capital           bonds              unknown
Management LLC

J.P. Morgan Securities Inc.  bonds              unknown

Remus Holdings, LLC &        bonds              unknown
Affiliates

Archer Capital Master Fund   bonds              unknown
L.P.

Catalyst Credit Opportunity  bonds              unknown
Master Fund Ltd.

Catalyst Fund L.P.           bonds              unknown

Phoenix Investment Adviser   bonds              unknown

The petition was signed by John F. DePodesta, executive vice
president and secretary.


QIMONDA NA: To Seek $40 Million DIP Financing from Gordon Brothers
------------------------------------------------------------------
Qimonda North America Corp. said it has received four proposals
for financing the reorganization case where the business will be
either sold plant-by-plant or as a group, Bloomberg's Bill
Rochelle said.  Qimonda, according to the report, decided that an
affiliate of Gordon Brother Group LLC is the most likely candidate
to be a so-called DIP lender for the Chapter 11 case.

GB Merchant Partners LLC is making the best offer to provide
$40 million in DIP financing, Bill Rochelle said.

According Bloomberg, Qimonda will be required to pay upfront fees
and reimburse the DIP lender's expenses.  The fee is the
equivalent of a commitment fee, Qimonda says, although no
commitment is yet in hand.  The amount of the fees is being kept
secret, according to the report.

                         About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  In its bankruptcy petition, Qimonda estimated assets and
debts of more than S$1 billion.


QTC MANAGEMENT: Moody's Reviews 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service placed the ratings of QTC Management,
Inc, including the B2 Corporate Family Rating, under review for
downgrade.

The review for downgrade is prompted by Moody's concern about
QTC's ability to comply with its financial covenants for the
quarter ending March 31, 2009.  While QTC has generated good free
cash flow and reduced leverage in 2008, Moody's believes the
company is nonetheless at risk of breaching its net leverage
covenant in the first quarter of 2009 due to a significant step-
down in the requirement.  The ratings review will primarily focus
on the company's ability to comply with or amend the credit
agreement or receive capital support from the sponsor, Spectrum
Equity Investors.  Moody's will likely confirm the ratings once
the company has evidenced successful management of the covenant
issue.

The B2 Corporate Family Rating reflects QTC's small size,
significant revenue concentration with the Department of Veterans
Affairs, its heavy reliance on funding from government programs
and minimal diversity of its overall client base.  The ratings are
supported by the company's leading market position and long-term
relationships with government agencies.  The ratings are also
supported by QTC's financial metrics and cash flow generation,
which are strong for the B2 rating category.

Ratings placed under review for downgrade:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B3

  -- $134 million ($140 million face value) first lien term loan,
     B2, LGD3, 33%

  -- $15 million first lien revolver, B2, LGD3, 33%

The last rating action was on April 27, 2007, when Moody's
affirmed the B2 Corporate Family Rating.

QTC, based in Diamond Bar, California, is the leading provider of
disability evaluations and medical evidence development services.
The company provides disability exams under contracts with the
Department of Veterans Affairs and other governmental agencies
through its national network of over 12,000 independent
physicians.  QTC was acquired by Spectrum Equity Investors in
2005. The company reported approximately $135 million in total
revenues for the twelve months ended September 30, 2008.


RED SHIELD: Wants Plan Filing Period Extended to March 25, 2009
---------------------------------------------------------------
Red Shield Environmental, LLC, and RSE Pulp & Chemical, LLC, ask
the U.S. Bankruptcy Court for the District of Maine to extend
their exclusive period to file a plan to March 25, 2009, and their
exclusive period to solicit a plan to May 22, 2009.

This is the third extension of the Debtors' exclusive periods.

As last extended, the Debtors' exclusive period to file a plan
expired on February 23, 2009.

The Debtors tell the Court that they used the first two extensions
to engage in productive settlement discussions with respect to a
number of disputed claims, including the settlement with Preti,
Flaherty, Beliveau & Pachios, LP, which was approved by the Court
last February 23, 2009.  This third extension will be used to
finalize the agreement in principle reached with respect to the
Union claim and to obtain the Official Committee of Unsecured
Creditors' and the U.S. Trustee Office's consent to the Debtors'
proposed plan.

Headquartered in Old Town, Maine, Red Shield Environmental, LLC --
http://www.redshieldenv.com/-- provides renewable energy for on-
site consumption.  The company and its affiliate, RSE Pulp &
Chemical, LLC, filed for chapter 11 protection on June 27, 2008
(Bankr. D. Maine Lead Case Nos. 08-10633), blaming increases in
material and fuel costs.  Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represents the Debtors in their
restructuring efforts.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson
Hinckley & Keddy, P.A., represent the Official Committee of
Unsecured Creditors as counsel.  When the Debtors filed for
protection from their reditors, they listed assets of between
$50 million and $100 million, and debts of between $1 million and
$10 million.


REUNION INDUSTRIES: Plan Confirmation Hearing Today in Wilmington
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing today, March 17, to consider confirmation of Reunion
Industries Inc.'s Chapter 11 plan.

The indenture trustee for the notes issued by Reunion has filed an
objection to the Plan.

Pursuant to the Plan, existing shareholders will retain ownership
and unsecured creditors will be paid 70% of their $3 million in
claims in three installments by June 1.

Reunion sold its pressure-cylinder manufacturing business for
$66.5 million in April 2008 to Everest Kanto Cylinder Ltd.
According to Bloomberg's Bill Rochelle, although the senior
secured noteholders were paid $39.7 million when the cylinder
business was sold, the indenture trustee claims several million
more is owing.  The indenture trustee, according to the report,
says funds aren't being held aside to assure full payment to the
noteholders after the Court decides how much more, if anything, is
owing.

Reunion has another division, Hanna Cylinders, making hydraulic
and pneumatic cylinders.

Reunion Industries filed for chapter 11 protection on Nov. 26,
2007, (Bankr. D. Conn. Case No. 07-50727).  Two Reunion Industries
stockholders, Charles E. Bradley, Sr. Family, L.P., and John Grier
Poole Family, L.P., filed separate Chapter 11 petitions on the
same day (Bankr. D. Conn. Case Nos. 07-50725 and 07-50726).  Carol
A. Felicetta, Esq. at Reid and Riege, P.C.S. represents the
Debtors in their restructuring efforts.


RH DONNELLEY: Fitch Downgrades Issuer Default Rating to 'C'
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on R.H. Donnelley
Corp and subsidiaries:

RHD (Holding Company):

  -- Issuer Default Rating downgraded to 'C' from 'CC';
  -- Senior unsecured notes affirmed at 'C/RR6'.

R.H. Donnelley, Inc. (RHDI; Operating Company; Subsidiary of RHD):

  -- IDR downgraded to 'C' from 'CCC';
  -- Bank facility downgraded to 'CC/RR3' from 'B-/RR3';
  -- Senior unsecured notes affirmed at 'C/RR6'.

Dex Media, Inc. (DXI; HoldCo; Subsidiary of RHD):

  -- IDR downgraded to 'C' from 'CC';
  -- Senior unsecured notes affirmed at 'C/RR6'.

Dex Media West (DXW; Operating Company; Subsidiary of DXI):

  -- IDR downgraded to 'C' from 'CCC';
  -- Bank facility downgraded to 'B-/RR1' from 'B+/RR1';
  -- Senior unsecured downgraded to 'CC'/RR3' from 'B/RR2';
  -- Senior subordinated affirmed at 'C/RR6'.

Dex Media East (DXE; Operating Company; Subsidiary of DXI):

  -- IDR downgraded to 'CC' from 'CCC';
  -- Bank facility downgraded to 'CCC/RR3' from 'B-/RR3'.

IDRs of 'CC' reflect that default of some kind appears probable,
while IDRs of 'C' reflect that default is imminent or inevitable.
There are no Rating Outlooks assigned to the entities as the
potential direction of the credit profiles is implied by the
definition of the rating categories.  These rating actions affect
approximately $9.6 billion in total debt as of Dec. 31, 2008.

On March 12, 2009, RHD announced that it had engaged a financial
advisor to assist in the evaluation of its capital structure,
including various balance sheet restructuring alternatives.  While
substantive consolidation could be challenging for the HoldCo
stakeholders to successfully claim, the ratings for the OpCos
reflect the meaningful probability that all entities could default
simultaneously (pre-packaged bankruptcy, etc.).  Fitch
distinguishes RHDI and DXW from DXE as RHDI faces heavy bank loan
amortization starting in March 2010 and DXW faces a $395 million
senior note maturity in August 2010 while DXE has a more
manageable capital structure in the intermediate term.  Fitch is
cautious regarding RHD's prospects to refinance its debt
maturities due to its weakening operating profile, high leverage
and uncertainty related to market appetite.  These factors
contribute to Fitch's view that a default at RHDI and DXW (in
addition to RHDC and RHDI) is inevitable.

The notching for DXE reflects Fitch's belief that DXE is the
healthiest of the OpCos.  It has a more manageable maturity
schedule, covenant flexibility and only one class of debt (which
could make negotiations less complicated than at other OpCos).
Although it appears to have the capacity to manage its capital
structure organically, the 'CC' IDR reflects the expectation of
continued operating deterioration and the risk that it may
continue to distribute dividends to the HoldCos.  Also, weakness
at other entities, chance of a pre-packaged bankruptcy and actions
that the HoldCo's may take (e.g. forcing all OpCos into
bankruptcy) make full de-linkage unrealistic and make default at
DXE probable in Fitch's view.

RHD reported that revenues were down 2% for the year; however, ad
sales were down 8% for the year and 12% for the fourth quarter.
The company has fully drawn from its OpCo bank credit facilities
and reported that it has more than $500 million of cash on hand as
of February 28th.  While not as drastically affected by cyclical
and secular issues as newspapers, Fitch expects operating trends
for the directories business to continue to weaken materially in
2009 and 2010, with revenue down in the low- to mid-teens and
EBITDA down in excess of any revenue decline.


SCOTT LAKE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Court documents say that trainer Scott Lake has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Eastern District of New York.

According to court documents, Mr. Lake listed $500,001 to
$1 million in assets and $1,000,001 to $10,000,000 in debts as of
March 4, 2009.  The court documents say that Mr. Lake's largest 20
unsecured creditors have a combined $1,177,479 in claims,
including those with a feed company and veterinary groups.  The
court documents state that there are 50 to 99 creditors.  More
than $750,000 of the largest secured debts is listed as mortgages
with three financial institutions, while more than $300,000 is
listed as trade debt, according to court documents.

Ken Reynolds, Mr. Lake's lawyer, said that his client's financial
troubles were related to an unidentified friend who served as the
Debtor's accountant, Ryan Conley at Bloodhorse.com reports.  Mr.
Lake, according to the report, said that his friend allegedly
stole $1.2 million from his operation over a five-year period and
failed to file federal tax returns on his behalf.  The report
quoted Mr. Reynolds as saying, "There is a component to his
financial situation that does derive from that.  You have lost
funds and tax consequences, so that is part of why he is in the
situation."

The alleged actions of the accountant had nothing to do with Mr.
Lake's business dealings as a trainer and that trade debt does not
make up the bulk of claims, Bloodhorse.com states, citing Mr.
Reynolds.


SCOTTISH ANNUITY: S&P Upgrades Counterparty Rating to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit rating on Scottish Annuity & Life Insurance
Co. (Cayman) Ltd. to 'CCC-' from 'SD'.

Standard & Poor's also said that it raised its financial strength
rating on SALIC to 'CCC-' from 'CC'.

The outlook on SALIC is negative.

In addition, Standard & Poor's withdrew its 'D' rating on the
$100 million of Premium Asset Trust Certificates 2004-4 due
March 12, 2009, for which SALIC was the GIC provider, because
these securities are no longer outstanding.

These rating actions follow the company's statement yesterday that
it successfully satisfied its obligations relating to the PATs.

Previously, the 'SD' counterparty credit rating, which S&P
assigned to SALIC on January 30, 2009, reflected its selective
default on and distressed exchange of at least a portion of its
PATs issue.

"The current ratings on SALIC reflect the incremental improvement
in SALIC's credit profile that resulted from the defeasement of
its obligations related to the PATs securities," noted Standard &
Poor's credit analyst Robert A. Hafner.

The negative outlook reflects the risk that the company's assets
could decline even further in value, which would increasingly
jeopardize its near-term solvency.  In addition, the outlook
reflects S&P's opinion that SALIC remains at risk of not being
able to satisfy its remaining long-term obligations unless the
value of its invested assets recovers materially.


SEMGROUP LP: Court Approves Energy Partners Settlement
------------------------------------------------------
SemGroup L.P. received approval from the U.S. Bankruptcy Court for
the District of Delaware of its settlement with its publicly
traded affiliate SemGroup Energy Partners LP.

The Company, according to Bloomberg's Bill Rochelle, said that the
settlement alleviates the need for selling the remaining
businesses and will enable an emergence from Chapter 11 as a
public company.

According to Bill Rochelle, since SemGroup L.P. was unable to find
a buyer for its liquid asphalt business, it will be turned over to
SemGroup Energy along with 355,000 barrels of crude.  He added
that in return, the public company will transfer crude oil storage
assets in Kansas to SemGroup LP.  In total, SemGroup Energy and an
affiliate will have $55 million in unsecured claims against
SemGroup LP.  Each party will release claims against one another.

Tulsa World reported that SemGroup LP CEO Terry Ronan told
employees March 9 that the company could emerge from bankruptcy
later this year as a publicly traded entity focused on its crude
oil storage and distribution unit.  SemGroup, according to the
report, said it plans to separate its assets and operations now
connected to the public subsidiary SGLP and continue the sell-off
of assets that began with the SemMaterials asphalt unit.

As reported by the TCR on March 2, SemMaterials, L.P. sought
approval from the U.S. Bankruptcy Court for the District of
Delaware of (i) a February 23 auction and sale of all or
substantially all of its assets, or in the alternative, (ii) a
winding-down of SemMaterials and the rejection of a terminalling
agreement with non-debtor affiliate SemGroup Energy Partners, L.P.
Bloomberg reported that lawyers of SemGroup and New York investor
John A. Catsimatidis confirmed that Mr. Catsimatidis submitted a
bid for the asphalt products business, but failed to arrange
financing on time.  Mr. Catsimatidis owns five of nine seats on
SemGroup's management committee, but has feuded with SemGroup's
managers and lawyers over his effort to take charge of the
company's restructuring.

                       Relationship with SGLP

SemGroup and its affiliates said that prior to their bankruptcy
filing, they entered into four complex transactions with SemGroup
Energy Partners ("SGLP") whereby the Debtors sold various assets
to SGLP and certain of its affiliates.  In connection with these
asset sales, the parties also entered into several services
agreements.  These transactions culminated in a situation where
operations of the physical assets of the Debtors and SGLP became
inextricably intertwined.

Since the bankruptcy filing, several disputes have arisen with
respect to the asset sales and the services agreements, including,
but not limited to, the ownership of various assets, the amounts
of prepetition claims owed under the services agreements, and the
amounts of potential rejection damages associated with the
services agreements.  In addition, these issues have hampered the
Debtors' efforts to sell their assets, including the SemMaterials
assets, which SGLP filed an objection to.  In an effort to resolve
the disputes between the parties -- including SGLP's objection to
sell SemMaterials or, absent a buyer, terminate their terminalling
agreement -- the parties engaged in arms' length negotiations and
reached the compromise and settlement

A copy of the Term Sheet reached by the parties is available for
free at:

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

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SIX FLAGS: CEO Says One Debt Holder Refuses to Negotiate
--------------------------------------------------------
Six Flags Inc. CEO Mark Shapiro said in a conference call
yesterday that one of the company's principal noteholders that
holds "a significant amount" of Six Flags senior notes has
resisted a consensual restructuring, Jeff Clabaugh at The Business
Review (Albany) reports.

"In fact, the portfolio manager of that principal has refused to
even meet with me in person," Mr. Shapiro said, according to
Business Review.  "The auto companies have an easier time getting
a meeting with the United Auto Workers than I do getting a meeting
with this particular portfolio fund manager.  It makes no sense."

Mr. Shapiro did not identify the investor, Business Review says.

Bankruptcy Law360 says that debt holder is delaying progress on
the company's restructuring plan, increasing the likelihood that
Six Flags will seek Chapter 11 protection by August.

"I want to ensure all of our partners -- vendors, guests and
employees -- that no matter what route we choose, our guests will
not see a difference in our product offering this summer," Mr.
Shapiro said, according to Business Review.

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries
-- Six Flags (Issuer Default Rating to 'CC' from 'CCC'; and Senior
unsecured notes, including the 4.5% convertible notes, to 'C/RR6'
from 'CC/RR6'); Six Flags Operations Inc. (IDR to 'CC' from 'CCC';
and Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'); and Six
Flags Theme Park Inc. (IDR to 'CC' from 'CCC'; and Secured bank
credit facility to 'B-/RR2' from 'B/RR1').  In addition, Fitch
affirms Six Flags' preferred stock at 'C/RR6'.


SIX FLAGS: Moody's Downgrades Corporate Family Rating to 'Ca'
-------------------------------------------------------------
Moody's Investors Service downgraded Six Flags, Inc.'s Corporate
Family Rating and Probability of Default Rating each to Ca from
Caa2, and lowered associated instrument ratings as detailed below.

The downgrades reflect the high probability that Six Flags will
restructure its highly leveraged balance sheet as it seeks to
address the August 2009 mandatory redemption of its Preferred
Income Redeemable Securities.  An inability to fund the
approximate $310 million PIERS redemption would constitute a
default under Six Flags Theme Park Inc.'s credit agreement and an
acceleration of the credit agreement would in turn trigger a
default on the bonds issued by Six Flags and Six Flags Operations
Inc.  The company has indicated it is in comprehensive discussions
with its lenders regarding its balance sheet and Moody's believes
an out-of-court restructuring or bankruptcy filing is likely in
the near term.  The rating outlook is negative.

Moody's has taken these rating actions:

Downgrades:

Issuer: Six Flags Inc.

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Probability of Default Rating, Downgraded to Ca from Caa2

  -- Senior Unsecured Notes, Downgraded to C from Caa3 (LGD 5 -
     85% unchanged)

  -- PEIRS Preferred Stock, Downgraded to C from Ca (LGD6 - 98%
     unchanged)

Issuer: Six Flags Operations Inc.

  -- Senior Unsecured Notes, Downgraded to Ca from Caa2 (LGD4 -
     60% unchanged)

Issuer: Six Flags Theme Parks Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Caa1 from
     B2 (LGD2 - 20% unchanged)

Six Flags gained traction in 2008 with its strategy to improve
earnings, but the company continued to generate negative free cash
flow ($28.5 million).  In Moody's opinion, weakness in
discretionary consumer spending will pressure revenue and cash
flow in 2009, which coupled with the highly levered balance sheet
(9.1x debt-to-EBITDA on a reported basis excluding the PIERS and
approximately 10x for FY 2008 incorporating the PIERS and Moody's
standard adjustments) is likely to lead to a family recovery in
the 50% range on the debt (excluding the PIERS).  Moody's believes
applying a 5.0x-to-5.5x distress multiple to projected EBITDA of
$220-$230 million for 2009 would support an approximate 50% family
recovery range in bankruptcy, with modest upside to that range in
an out-of-court restructuring as a bankruptcy would potentially
have a more negative effect on the business.

The last rating action was on September 26, 2008 when Moody's
downgraded Six Flags' CFR and PDR each to Caa2 from Caa1.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk.

Six Flags, Inc., headquartered in New York City, is a regional
theme park company that operates 20 parks spread across North
America. The park portfolio includes 16 wholly-owned facilities
(including parks near New York City, Chicago and Los Angeles) as
well as four parks -- Six Flags over Texas, Six Flags over
Georgia, White Water (Atlanta), and the Six Flags Great Escape
Lodge -- in which Six Flags owns partial interests (currently less
than 50%) and three of which it consolidates due to significant
operational control and residual economic interest (the exception
being the Six Flags Great Escape Lodge).  Annual revenue exceeds
$1 billion (fully consolidating the partnership parks).


SPORTS MUSEUM: Files for Chapter 7 Liquidation
----------------------------------------------
Richard Sandomir at The New York Times reports that The Sports
Museum of America has filed for Chapter 7 liquidation in the U.S.
Bankruptcy Court for the Southern District of New York.

According to NY Times, Sports Museum cited $55.5 million in assets
and $177.1 million in liabilities.  NY Times relates that Sports
Museum's unsecured creditors include:

     -- the Pro Football Hall of Fame, which is owed $750,000;
     -- the Women's Sports Foundation, which is owed $500,000;
     -- Bob Cousy, which is owed $487,500; and
     -- the United States Olympic Committee, which is owed
        $300,000.

Sports Museum's founder Philip Schwalb said that he was still
hoping for a sale, NY Times states.  NY Times quoted Mr. Schwalb
as saying, "I'm extremely convinced, based on all the telephone
calls I've had, that a good, able, credible buyer will buy it.
Sports Museum's assets could be purchased for $5 million or less,
the report says, citing Mr. Schwalb.

NY Times reports that Sports Museum's assets -- which included
display cases, films, computers, and plasma screens -- will be
sold to pay creditors, with priority given to holders of
$57 million in tax-exempt Liberty Bonds.

The Sports Museum of America opened in lower Manhattan in May
2008.  It shut down in February 2009.


STANFORD GROUP: Court Unfreezes 85% of Brokerage Accounts
---------------------------------------------------------
At the behest of Ralph Janvey, the receiver of Stanford Group,
Judge David Godbey of the U.S. District Court for the Northern
District of Texas in Dallas on March 5 and March 12, issued orders
that, taken together, permit the transfer of all Stanford Group
Company customer brokerage accounts at Pershing LLC and J.P.
Morgan Clearing Corp., except those accounts that:

   1. 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 -- Stanford
      International Bank, Ltd., Stanford Group Company, Stanford
      Capital Management, LLC, R. Allen Stanford, James M. Davis
      and Laura Pendergest-Holt -- or to any entity owned or
      controlled by the Defendants: 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;

   2. are owned for the benefit of the individual Defendants or
      Stanford companies;

   3. have at least $250,000 in assets as of Feb. 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;

   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 or tax identification number, when
      available.

As a result of the March 5 and March 12 orders, all Stanford Group
Company customer brokerage accounts, other than those in the five
categories, are eligible for transfer via Automated Customer
Account Transfer Service.  Over 85% of the Stanford Group Company
customer brokerage accounts, representing approximately 28,600
accounts, are now eligible for transfer.

Bloomberg notes that accounts linked to the alleged fraud by R.
Allen Stanford and certain Stanford executives or employees are
still frozen by the Court.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, issued an order
appointing Mr. Janvey as receiver.  The February 16 order, as
amended March 12, 2009, directs the Receiver to, among other
things, take control and possession of and to operate the
Receivership Estate, and to perform all acts necessary to
conserve, hold, manage and preserve the value of the Receivership
Estate.  In addition, the Amended Receivership Order restrains and
enjoins, without prior approval of the Court, creditors and all
other persons from:

    * any act to obtain possession of the Receivership Estate
      assets;

    * any act to create, perfect, or enforce any lien against the
      property of the Receiver, or the Receivership Estate;

    * any act to collect, assess, or recover a claim against the
      Receiver or that would attach to or encumber the
      Receivership Estate;

    * the set off of any debt owed by the Receivership Estate or
      secured by the Receivership Estate assets based on any claim
      against the Receiver or the Receivership Estate; and

    * the filing of any case, complaint, petition, or motion under
      the Bankruptcy Code (including, without limitation, the
      filing of an involuntary bankruptcy petition under chapter 7
      or chapter 11 of the Bankruptcy Code, or a petition for
      recognition of foreign proceeding under chapter 15 of the
      Bankruptcy Code).

                       About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford company
was founded by his grandfather, Lodis B. Stanford in 1932.
Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.
Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009.
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.  Mr.
Stanford's companies include Stanford International Bank, Stanford
Group Company (SGC), and investment adviser Stanford Capital
Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


SUPERIOR OFFSHORE: CRO Lovett Wants Ex-VP to Disgorge $9 Million
----------------------------------------------------------------
Bankruptcy Law360 reports that Superior Offshore International
Inc.'s chief restructuring officer, H. Malcolm Lovett Jr., on
Friday filed a fraudulent transfer lawsuit against one of the
bankrupt oil company's former executives in connection with
millions of dollars in cash and stock paid out prior to the
company's Chapter 11 filing.

The report says the lawsuit seeks to reclaim $9 million from a
former executive vice president.  The adversary complaint was
filed before the U.S. Bankruptcy Court for the Southern District
of Texas.  The lawsuit also seeks to eliminate claims made by the
former executive vice president, the report says.

According to the Troubled Company Reporter on February 16, 2009,
Superior Offshore's First Amended Joint Chapter 11 Plan of
Liquidation submitted by Superior Offshore International, Inc.,
and the Official Committee of Unsecured Creditors became effective
on February 11, 2009.  Holders of Allowed General Unsecured Claims
will receive a Pro Rata share of Distributions from Available Cash
and any Plan Agent Recovery up to the Allowed Amount of the Claim.
Each holder of an Allowed Subordinated Securities Claim will look
first to the proceeds of the Debtor's available insurance policies
for satisfaction of its Claim to the extent that such Claim is
covered by insurance.  All equity interests are cancelled.

The Troubled Company Reporter reported on January 30, 2009, that
Judge Wesley Steen of the U.S. Bankruptcy Court for the Southern
District of Texas confirmed on January 28, 2009, the First Amended
Plan.  The Disclosure Statement was approved on
January 9.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represented the Committee as counsel.


SYNCORA HOLDINGS: Management Has Going Concern Doubt
----------------------------------------------------
Syncora Holdings Ltd. says its management expects to conclude that
as of December 31, 2008, there was substantial doubt about the
ability of the Company to continue as a going concern.

In connection with the filing of its wholly owned subsidiary
Syncora Guarantee's SAP financial statements, management concluded
that as of December 31, 2008 there was substantial doubt about the
ability of Syncora Guarantee to continue as a going concern.

The Company's business is all directly or indirectly conducted
through Syncora Guarantee Inc.  Effective March 5, 2009, Syncora
Guarantee entered into a non-binding letter of intent with certain
counterparties contemplating the entry into a master transaction
agreement and related transactions.  On March 5, 2009, Syncora
Guarantee, a wholly-owned insurance subsidiary of Syncora
Holdings, entered into the RMBS Transaction Agreement.  Pursuant
to the Transaction Agreement, a fund will acquire certain
residential mortgage backed securities that are insured by Syncora
Guarantee.  Upon consent of Syncora Guarantee, the Fund will
commence a tender offer to acquire the RMBS Securities either in
consideration for cash or for a certificate representing the
uninsured cash flows of the tendered RMBS Securities and a cash
payout.

Effective as of March 5, 2009, Syncora Guarantee also entered into
a non-binding letter of intent with certain of the Counterparties
(whereby the parties agreed to negotiate in good faith to seek to
promptly agree on mutually agreeable definitive documentation, in
the form of the 2009 MTA and related agreements, which, together
with the Transaction Agreement, represent the second phase of the
Company's strategic plan.  The non-binding terms and conditions in
the Letter of Intent provide that Syncora Guarantee and the
Counterparties will commute or transfer to an affiliate of the
Company, or cause certain of their respective affiliates to
commute or transfer, their respective CDS contracts and financial
guarantee insurance contracts and in exchange Syncora Guarantee
will pay to the Counterparties certain consideration to include
(i) approximately $1.2 billion in cash consideration, (ii) common
shares of the Company, such shares to represent approximately 40%
of the outstanding common shares following the transaction and to
be transferred from Syncora Private Trust Company Limited as
trustee for the CCRA Purpose Trust, (iii) a $150 million short
term surplus note and a $475 million long term

              Policyholders' Deficit of $2.4 Billion

As an entity regulated by the New York Insurance Department,
Syncora Guarantee is required to prepare its financial statements
in accordance with statutory accounting principles ("SAP")
prescribed or permitted by the NYID, which represents a basis of
accounting which may differ materially from accounting principles
generally accepted in the United States of America.  In addition,
under New York State law, Syncora Guarantee is required to
maintain minimum policyholders' surplus, determined in accordance
with SAP, of at least $65 million.

On March 5, 2009, Syncora Guarantee filed its 2008 Annual
Statement, which included its unaudited SAP financial statements,
with the NYID and reported therein a policyholders' deficit,
determined in accordance with SAP, of approximately $2.4 billion
at December 31, 2008. This failure to maintain positive statutory
policyholders' surplus and non-compliance with the statutory
minimum policyholders' surplus requirement permits the NYID to
intervene in Syncora Guarantee's operations and seek court
appointment as rehabilitator or liquidator of Syncora Guarantee.

As of Dec. 31, 2008, Syncora Guarantee has $3.52 billion in
assets, and debts of $5.92 billion.

Syncora Holdings Ltd., formerly Security Capital Assurance
Limited, is a holding company whose operating subsidiaries provide
financial guarantee insurance, reinsurance, and other credit
enhancement products to the public finance and structured finance
markets throughout the United States and internationally. The
Company's businesses consists of Syncora Guarantee Inc. (formerly
XL Capital Assurance Inc.) and its wholly owned subsidiary, XL
Capital Assurance (U.K.) Limited (XLCA-UK) and Syncora Guarantee
Re Ltd. (formerly XL Financial Assurance Ltd.). The segments of
the Company are financial guarantee insurance and financial
guarantee reinsurance. The financial guarantee insurance segment
offers financial guarantee insurance policies and credit-default
swaps (CDS) contracts. The financial guarantee reinsurance segment
reinsures financial guarantee policies and CDS contracts issued by
other monoline financial guarantee insurance companies.


SYNCORA HOLDINGS: Fund Launches Offer for 56 Unit-Insured RMBS
--------------------------------------------------------------
The BCP Voyager Master Funds SPC, Ltd., acting on behalf of and
for the account of the Distressed Opportunities Master Segregated
Portfolio, launched an offer today to acquire 56 different classes
of residential mortgage backed securities insured by Syncora
Guarantee Inc. with an aggregate notional value of $5.9 billion.

The Fund is acquiring the RMBS in consideration for either cash or
a combination of cash and a certificate generally representing
economics of the RMBS securities without the benefit of the
Syncora Guarantee insurance policy.  If the offer is completed, it
would significantly reduce Syncora Guarantee's statutory loss
reserves for RMBS.  The Fund has arranged financing of up to $385
million for the offer.

The offer will expire, unless extended by the Fund, at 12:00
midnight, Eastern Daylight Time, on April 7, 2009, and may be
subject to early settlement. Holders of the RMBS securities that
participate in the offer before 5:00 p.m., Eastern Daylight Time,
on March 24, 2009 will be eligible to receive a premium for their
early participation in the offer.

The closing of the offer and related financing are conditioned
upon approval of the New York State Department of Insurance, the
execution and consummation of a Master Transaction Agreement among
Syncora Guarantee and certain financial institutions to
restructure and commute certain obligations of Syncora Guarantee
(the "2009 MTA"), and the tender of a minimum amount of RMBS,
among other conditions. Upon completion of the offer, Syncora
Guarantee will receive shares in the Fund and certificates
representing the insurance cash flows on the RMBS acquired by the
Fund in return for the financing provided by Syncora Guarantee for
the offer.

Syncora Holdings Ltd., formerly Security Capital Assurance
Limited, is a holding company whose operating subsidiaries provide
financial guarantee insurance, reinsurance, and other credit
enhancement products to the public finance and structured finance
markets throughout the United States and internationally. The
Company's businesses consists of Syncora Guarantee Inc. (formerly
XL Capital Assurance Inc.) and its wholly owned subsidiary, XL
Capital Assurance (U.K.) Limited (XLCA-UK) and Syncora Guarantee
Re Ltd. (formerly XL Financial Assurance Ltd.). The segments of
the Company are financial guarantee insurance and financial
guarantee reinsurance. The financial guarantee insurance segment
offers financial guarantee insurance policies and credit-default
swaps (CDS) contracts. The financial guarantee reinsurance segment
reinsures financial guarantee policies and CDS contracts issued by
other monoline financial guarantee insurance companies.


TD AMERITRADE: Fitch Upgrades Issuer Default Rating from 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded TD AMERITRADE Holding Corporation's
ratings:

  -- Long-term Issuer Default Rating to 'BBB' from 'BB+';
  -- Senior debt to 'BBB' from 'BB+';

The Rating Outlook remains Stable. At Dec. 31, 2008, debt
outstanding was $1.43 billion.

Fitch's upgrade reflects improved financial leverage metrics from
higher pre-tax earnings coverage of interest, lower debt to equity
and reduced reliance on transaction based revenues.  The
successful integration of TD Waterhouse's advisory and branch
network and products has reduced the firm's earnings variability
increasing fee based revenues.  The pending acquisition of
discount broker 'thinkorswim' complements AMTD's business model
and is expected to benefit debt service coverage metrics and
overall profitability. Management has successfully integrated
prior acquisitions, adding to overall scale and profitability.

AMTD has experienced strong growth in the past several quarters as
traditional brokers' financial performance has deteriorated. Fitch
believes AMTD will continue to expand its client base.  Cash needs
are minimal as the core operating platform is strong with
sufficient expansion capacity.  Debt service ability is consistent
with those of other companies at the new rating level.  Leverage
is considered moderate. Upcoming debt maturities are easily funded
by cash flow and parent cash resources.  The bulk of AMTD's debt
does not mature until 2012.

Fitch expects AMTD's earnings to come under pressure during the
current fiscal year ending Sept. 30, 2009.  However, under Fitch's
stress scenarios, AMTD maintains a sufficient margin of safety to
result in a Rating Outlook of Stable.  Average daily trading
volumes are expected to decline along with a decline in margin
lending which will lower revenues and compress the net interest
margin.  Stock market declines will also likely reduce the level
of asset management fees based on the value of client assets.


TEKOIL & GAS: Files Joint Chapter 11 Plan of Reorganization
-----------------------------------------------------------
Tekoil & Gas Corporation and Tekoil and Gas Gulf Coast, LLC, has
has filed with the U.S. Bankruptcy Court for the Southern District
of Texas a Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code.

                           Plan Summary

The Plan, although proposed jointly, constitutes a separate plan
for each Debtor.  With the exception of General Unsecured Claims,
classified under Class 6, which is treated as a single class for
voting and distribution purposes, the Plan separately treats
claims based on the individual Debtor that is obligated for said
claims.  Thus, ballots will be tabulated separately for each of
the Debtors with respect to each Debtor's Plan.

Prior to the Confirmation Date, the Debtors will conduct an
auction of all assets of the estate of Gulf Coast except for
Causes of Action, accounts receivable, and Cash.

On the Plan's Effective Date, all property of the Debtors and
their estates and all proceeds of the auction will be paid,
delivered and/or transferred to the Creditor Trust and shall
constitute Trust Property.  The Creditor Trust and the Creditor
Trustee will assume liability for and the obligations to make the
Distributions required to be made under the Plan and the Creditor
Trust Agreement.

Holders of claims against the Debtors in Classes 7 and 8 and
Interests in Class 9 will not receive any Distribution under Plan.

General Unsecured Claims under Class 6 will receive a pro rata
share of the Distributions from the Creditor Trust, after all
Allowed Administrative Claims, all Allowed Priority Tax Claims,
and Allowed Claims in Classes 1 through 5 have been paid or
otherwise satisfied in full as provided in the Plan.

After the Plan's Effective Date, the Creditor Trustee will sell
the Collateral securing the CIBC Secured Claim, subject to the
right of CIBC to bid for said Collateral.  In case of a sale to
any party other that CIBC, the Creditor Trustee shall pay the net
proceeds of said sale to CIBC in full satisfaction of its claim.
If the sale fails to close on or before July 31, 2009, CIBC shall
receive said Collateral from the Creditor Trust on or before
August 14, 2009.

Secured Tax Claims under Class 2 and Other Secured Claims under
Class 5 will receive from the Creditor Trust in full settlement of
its Allowed Claim (a) Cash equal to the value of its claim plus
interest, (b) the Collateral, or (c) such other treatment as may
be agreed upon.  Class 5 shall contain separate subclasses for
each Other Secured Claim.

The holder of the J. Aron Secured Claim under Class 3 will receive
(a) Cash equal to the value of its allowed claim, or (b) such
other treatment as may be agreed upon.

Other Priority Claims under Class 1 will receive full payment in
Cash.

                 Classification of Claims Against
               or Interests in Tekoil and Gulf Coast

   Class 1   Other Priority Claims

   Class 2   Secured Tax Claims

   Class 3   J. Aron Secured Claim

   Class 4   CIBC Secured Claim

   Class 5   Other Secured Claim

   Class 6   General Unsecured Claims

   Class 7   Subordinated Claims

   Class 8   Intercompany Claims

   Class 9   Interests

                     Who are Entitled To Vote

Claims against the Debtors in Class 1 are not impaired under the
Plan, and the holders of those claims are conclusively presumed to
have accepted the Plan and are not entitled to vote to accept or
reject the Plan.

Claims against the Debtors in Classes 2, 3, 4, 5 and 6 are
impaired under Plan and the holders of claims in those classes are
entitled to vote to accept or reject the Plan.

Holders of claims against the Debtors in Classes 7 and 8 and
Interests in Class 9 are conclusively deemed to reject the Plan
and are not entitled to vote or reject the Plan.

                      "Cramdown" Provisions

If any impaired class of claims fails to accept the Plan in
accordance with Sec. 1129(a) of the Bankruptcy Code, the Debtors
intend to request the Bankruptcy Court to confirm the Plan under
the cramdown provisions of the Bankruptcy Code.

Under Sec. 1129(b) of the Bankruptcy Code, a plan may still be
confirmed notwithstanding the non-acceptance thereof by one or
more impaired classes, provided that it does not "discriminate
unfairly" and is "fair and equitable" with respect to each non-
accepting class.

A full-text copy of the Debtors' Joint Chapter 11 Plan of
Reorganization is available at:

    http://bankrupt.com/misc/Tekoil&Gas.JointChapter11Plan.pdf

                       About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- owns interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.  Edward L.
Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee
Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley
LLP, represent the Debtors as counsel.  David Ronald Jones, Esq.,
John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter
& Hedges, LLP, represent the Official Committee of Unsecured
Creditors of Tekoil & Gas Corp. as counsel.  When Tekoil & Gas
Corp. filed for protection from its creditors, it listed assets of
$10 million to $50 million, and liabilities of $10 million to $50
million.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.

Tekoil & Gas Corporation filed for Chapter 11 protection on
June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270).

Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11
relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-80405).
Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan
Foley LLP, represent Tekoil and Gas Gulf Coast as counsel.

On Oct. 1, 2008, the Court ordered the joint administration of the
Debtors' bankruptcy cases.


TRONOX INC: Protocol Crafted to Govern Anadarko Discovery
---------------------------------------------------------
Tronox Incorporated and its affiliates, the Official Committee of
Unsecured Creditors appointed in the Debtors' bankruptcy cases,
and Anadarko Petroleum Corporation presented to the U.S.
Bankruptcy Court for the Southern District of New York a
stipulation setting forth agreed procedures that will govern all
discovery, including the production, exchange, and use of all
documents, testimony, interrogatories, written discovery, and
other information produced, given, provided, or exchanged in any
dispute or exchange of Discovery Materials among them in the
Debtors' cases and any adversary proceeding.

Anadarko bought Ker-McGee Corporation in August 2006 five months
after Kerr-McGee successfully spun off Tronox.  The Debtors have
indicated that they may be pursuing litigation against Kerr-McGee
or Anadarko with respect to the legacy environmental liabilities
left by Kerr-McGee to Tronox during the spin-off.

The Stipulation provides that:

  (1) Counsel for any party, person, or entity subject to or
      participating in discovery in any action may designate any
      Discovery Materials as "confidential" to the extent that
      they constitute, or reveal:

         -- proprietary, commercial or otherwise confidential or
            commercially-sensitive information;

         -- non-public financial information of any kind;

         -- personal identifying information including Social
            Security Numbers;

         -- non-public information related to pricing,
            compensation of any of the parties or their
            employees;

         -- non-public studies or analyses by internal or
            outside consultants or experts, or
            communications and information; and

         -- trade secrets.

  (2) Any Designating Party may designate any Discovery
      Materials as "Confidential Outside Counsel's Eyes Only"
      for Materials that, when disclosed, will likely cause
      financial damage to the Designating Party.

  (3) Discovery Materials will be used by any Receiving Party
      solely for the purpose of preparing for and conducting the
      litigation of any action and any appellate proceedings in
      the Action.

  (4) Any Discovery Materials will be designated as Confidential
      Discovery Materials by (i) marking them prior to
      production, as "Confidential" or "Confidential Outside
      Counsel's Eyes Only," (ii) identifying or designating by
      Bates range the specific Confidential Discovery Materials.

      Inadvertent failure to designate the Confidential
      Discovery Materials at the time of production will not
      waive the Designating Party's right to designate the
      Discovery Materials at a later time.  It may be also
      be remedied the Designating Party's supplemental written
      notice and the provision of copies of properly stamped
      documents.  Inadvertent designation of documents as
      Confidential Discovery Materials will be remedied by the
      Designating Party upon request if the parties agree that
      the designation was inadvertent.

  (5) Discovery Materials produced in electronic format will be
      designated as Confidential by application of an electronic
      "Confidential" or "Confidential Outside Counsel's Eyes
      Only" by "petrifying to tiff" or similar process or by
      identifying or designating by Bates range.

  (6) Inadvertent disclosure or production of Discovery
      Materials that are subject to the attorney-client
      privilege, the work-product doctrine, the joint-defense or
      common-interest privilege, or any other privilege or
      immunity from discovery will not constitute a waiver of,
      or an estoppel as to any claim of, the privilege,
      immunity, or protection.

      Any party who has received the Discovery Materials will
      immediately return the Discovery Materials to the party
      who produced them no later than 10 days from receipt of a
      written request for the return of the Discovery Materials.
      The Receiving Party will not retain or keep any copy of
      the Discovery Materials.

  (7) Any deposition or other testimony may be designated as
      Confidential Information by stating orally on the
      record of a deposition or by advising opposing counsel
      in writing within 15 days after receipt of a rough or
      final transcript.  The entire content, transcript and
      exhibits to each deposition will be treated as if it had
      been designated as Confidential until fifteen 15 days
      after all parties have received the Transcript and
      Exhibits.

  (8) Any Receiving Party that objects to the designation of any
      Discovery Materials as Confidential Discovery Materials
      must state the objection in writing to counsel for
      the Designating Party.  The parties will attempt to
      resolve the dispute; otherwise, the Objecting Party may
      seek a Court's order on the challenged Discovery
      Materials, after providing the Designating Party a 15-day
      written notice.

      The Discovery Materials will be deemed and treated as
      "Confidential" until (i) the Court rules otherwise,
      or (ii) the Designating Party agrees in writing to
      withdraw the confidentiality designation.

  (9) Discovery Materials designated "Confidential" will only be
      disclosed to these "Qualified Persons," in connection with
      the litigation or appeal of any action:

         * the named parties to the Action;

         * experts or consultants in the Action;

         * any Court reporter or typist rendering services for
           recording or transcribing of testimony in the Action;

         * persons or entities providing litigation support
           services;

         * any person called as a witness in any deposition;

         * persons who authored, or received the Confidential
           Discovery Materials in the ordinary course of
           business;

         * anyone to whom the Designating Party will consent in
           writing;

         * the Court and its personnel; and

         * counsel, including members of the counsel's staff,
           paralegals, secretaries, and law clerks.

  (10) Discovery Materials designated "Confidential Outside
       Counsel's Eyes Only" may also be shown, disseminated or
       disclosed only to the Qualified Persons, including
       outside or in-house counsel representing the parties or
       the Committee in the Action.

Any Qualified Person that proposes to disclose any Information
will first cause the receiving party to execute a non-disclosure
certificate.

In the event that a Qualified Person or Receiving Party
authorized to access the Confidential Discovery Materials is
served with a request, subpoena, demand, or other legal process
that seeks production of Confidential Discovery Materials, the
Requested Person will give written notice to the Designating
Party a copy of the subpoena or other process or order.

The Requested Person will not produce the Confidential Discovery
Materials until the earlier of (i) receipt of prior written
consent from the Designating Party, (ii) the return date of the
subpoena or other process, or (iii) five days after a decision on
any request for a protective order has been entered.

Any Confidential Discovery Materials are used in any Court
proceeding in the Action will not lose their Confidential status.
All copies of the Materials will be either destroyed, which
destruction will be certified, or returned to counsel for the
Designating Party within 30 days after the final conclusion of
the Action.

                          About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: U.S. Trustee Appoints Equity Security Committee
-----------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, appoints
seven members to the Official Committee of Equity Security
Holders in the Chapter 11 cases of Tronox Inc., and its debtor-
affiliates.

The Equity Committee members are:

(1) Ahar Capital Management Inc.
     299 Park Avenue, 17th Floor
     New York, New York 10171
     ATTN: Rebwar Berzinji, Senior Analyst
     Telephone No. (212) 653-1045
     Fax No. (212) 653-1099

(2) Charles E. Cheever
     65 Comstock Hill Avenue
     Norwalk, CT 06850

(3) RLR Capital Partners, LP
     152 West 57th Street, 21st Floor
     New York, New York 10019
     ATTN: Robert L. Rosen
     Telephone No. (212) 903-2700
     Fax No. (212) 903-2727

(4) Mark D. Todd
     119 Runner Road
     Savannah, GA 31410
     Telephone No. (912) 897-5336

(5) Sandra Kay Grasso
     2874 Seine Avenue
     Highland, CA 92346
     Telephone No. (909) 864-6321

(6) Sam L. Decker and Myra A. Decker
     10816 West Country Drive
     Oklahoma City, OK 73170
     Telephone No. (405) 692-7751

(7) Douglas Graham
     254 E 68th Street, Apt. 8C
     New York, New York 10065
     Telephone No. (646) 824-8833
     Fax No. (646) 330-5398

                          About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


VIRGIN MOBILE: Has Cash to Fund Operations for Next 12-18 Months
----------------------------------------------------------------
"Although it is difficult for us to predict our future liquidity
requirements with certainty, we believe that based on our current
level of operations, together with cash generated from operations
and our borrowing capacity under our Revolving Credit Facility, we
will be able to finance our projected operating, investing and
financing requirements for our existing operations and planned
customer growth for at least the next 12-18 months," Virgin Mobile
USA Inc. disclosed in a Form 10-K filing with the Securities and
Exchange Commission last week.

According to the company, it has incurred substantial cumulative
net losses and cumulative negative cash flows from operations
since inception, and has a stockholders' deficit of
$355.6 million, negative working capital of $183.9 million and
outstanding non-current debt of $240.8 million as of December 31,
2008.  Virgin Mobile USA makes significant initial cash outlays to
acquire new customers in the form of handset and other subsidies.
Additionally, Virgin Mobile USA has been incurring increasing
costs to maintain current customers through the sale of
replacement handsets at a loss.

Virgin Mobile USA expects the costs to be funded primarily through
service revenue generated from existing customer base, the sale of
handsets to customers, and when required borrowings under its
Revolving Credit Facility with affiliates of the Virgin Group and
Sprint Nextel, under which such affiliates agreed to provide up to
$100 million in revolving credit loans.

Virgin Mobile USA said that, as of February 28, 2009, if
necessary, it could borrow an additional $45 million under its
Revolving Credit Facility.

Virgin Mobile USA has a scheduled principal payment this year of
$26.3 million under its 2006 Senior Secured Credit Agreement with
various financial institutions, and another scheduled payment of
$170.7 million in 2010.  The Senior Credit Agreement has a
maturity date of December 14, 2010.

Virgin Mobile USA has $12.03 million in cash and cash equivalents
as of December 31, 2008.  The company's balance sheet at
December 31, 2008, showed total assets of $367,068,000 and total
liabilities of $670,951,000.  The company reported $355,630,000 in
total stockholders' deficit.  Moreover, the company's balance
sheet showed $243.8 million in total current assets to satisfy
$427.8 million in total current liabilities.

The company noted that its ability to make scheduled payments of
principal, to pay interest on or to refinance, indebtedness and to
satisfy other obligations, including obligations under the PCS
Services Agreement with Sprint Nextel, as well as its ability to
meet long-term liquidity needs, will depend upon future operating
performance, as well as general economic, financial, competitive,
legislative, regulatory, business and other factors beyond our
control.  Any obligations under the tax receivable agreements are
expected to be funded from available cash flow generated by the
company's taxable earnings.  Virgin Mobile USA does not anticipate
issuing debt specifically to fund any obligations that may arise
under the tax receivables agreements with the Virgin Group and
Sprint Nextel.

Virgin Mobile USA also believe that its obligations under all
other related party agreements will be required to be satisfied in
cash from operations or financed through its Revolving Credit
Facility.

If it materially underachieves its operating plan and its
Revolving Credit Facility and cash flow from operations become
insufficient to allow the company to meet obligations, Virgin
Mobile USA said it is committed to taking certain alternative
actions that could include reducing customer acquisitions,
reducing inventory purchases, reducing planned capital
expenditures, extending the payment for certain liabilities within
contractual terms with vendors, curtailing marketing costs and
reducing other variable costs.

"If our operations do not generate sufficient positive operating
cash flows, we may require additional capital to fund our
operations or growth, to take advantage of expansion or
acquisition opportunities, and to develop new products to compete
effectively in the marketplace," Virgin Mobile USA said.

As of December 31, 2008, the company was in compliance with all
financial covenants under its credit facilities.

A full-text copy of Virgin Mobile USA's 2008 annual report filed
on Form 10-K is available at no charge at:

               http://ResearchArchives.com/t/s?3a58

                    About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- provides wireless, pay-
as-you-go communications services without annual contracts.  The
company was founded as Virgin Mobile USA, LLC, a joint venture
between Sprint Nextel and the Virgin Group, and launched its
service nationally in July 2002.  In October 2007, it completed
its initial public offering and a related reorganization.

                           *     *     *

On November 13, 2008, Virgin Mobile USA received written notice
from the NYSE notifying that the company was not in compliance
with certain of the listing criteria.  Virgin Mobile USA is below
the applicable standards because the average market capitalization
of its Class A common stock and substantial equivalents, over a
period of 30 trading days, is less than
$100 million.

On November 19, 2008, Virgin Mobile USA received a second written
notice from the NYSE notifying that it was not in compliance with
the stock price listing criteria because the average price of one
share of its Class A common stock, over 30 trading days, was less
than $1.00.  In December 2008, Virgin Mobile USA filed its
business plan with the NYSE and in January 2009, the NYSE notified
that it had accepted the plan of compliance and Virgin Mobile USA
has until May 2009 to comply with the share price standard and
until May 2010 to comply with the market capitalization standard.
Virgin Mobile USA is subject to periodic review by the NYSE during
this period.


VIRGIN MOBILE: Files Revised Copies of Amendments to Sprint Deal
----------------------------------------------------------------
Virgin Mobile USA, Inc., filed a Current Report on Form 8-K on
December 23, 2008, describing a Sixth Amendment and Seventh
Amendment to its Amended and Restated PCS Services Agreement dated
October 16, 2007, with Sprint Spectrum, L.P., an affiliate of
Sprint Nextel Corporation.

On Friday, Virgin Mobile filed with the Securities and Exchange
Commission revised versions of the Amendments.  The attached
versions of the Amendments, the company said, have been revised to
disclose additional information previously omitted in accordance
with a request for confidential treatment submitted to the
Commission.

Certain portions of the Amendments remain omitted in accordance
with a request for confidential treatment that the Company has
submitted to the Commission.  Omitted information has been filed
separately with the Commission.

In connection with its initial public offering, the company
amended its agreement with Sprint Nextel, under which Sprint
Nextel provides the company with access to its wireless voice and
data services operating on the nationwide Sprint PCS network at
contracted rates, to extend the expiration date to December 31,
2027.  During 2008, the company and Sprint Nextel entered into six
amendments to the PCS Services Agreement.

On March 12, 2008, the company entered into the Second Amendment
to the PCS Services Agreement with Sprint Nextel to provide that
the company would not be subject to any true-up process and the
related payment obligations with respect to the fiscal year ended
December 31, 2007.

On May 12, 2008, Virgin Mobile USA entered into the Third
Amendment to the PCS Services Agreement with Sprint Nextel to
provide that the Company would pay Sprint Nextel at least
$298 million for wireless network services, including voice,
messaging and data traffic, according to a monthly payment
schedule during the year ending December 31, 2008, and would
receive off-peak rates for a two-hour period each weekday until
the closing of the acquisition of Helio. The amendment was
contingent upon the company obtaining approval from Virgin Group
to increase the lending commitment under the Revolving Credit
Facility from $75 million to $100 million by June 30, 2008.

On June 27, 2008, in connection with the agreement to acquire
Helio, the company entered into the Fourth and Fifth Amendments to
the PCS Services Agreement with Sprint Nextel.  The Fourth
Amendment eliminated the requirement for the company to secure an
increase in the Virgin Group's lending commitment under the
Revolving Credit Facility from $75 million to $100 million.  The
Fifth Amendment eliminated the annual true-up process and related
payment obligations, and the company would pay Sprint Nextel a
minimum of $320 million, $370 million and $420 million during the
years ending December 31, 2008, 2009 and 2010, respectively, for
wireless network services, including voice, messaging and data
traffic.  Under the Fifth Amendment there will be no minimum
annual commitment for 2011 and beyond and the pricing will be
based on the pricing schedule for 2010.  Additionally, effective
July 1, 2008, Sprint Nextel is providing the company with a $2.50
network usage credit for each gross addition through December 31,
2009, up to a maximum of $10 million. The company is eligible to
receive this credit provided that no undisputed amounts invoiced
to the company under the PCS Services Agreement are past due.

Under the terms of the Sixth Amendment, the company's required
minimum payment for the year ended December 31, 2008 decreased
from $320 million to $318 million, and Sprint Nextel provided the
company with an additional network usage credit of $2.00 for each
gross addition between October 1, 2008, and December 31, 2008,
which was accretive to the credit of $2.50 and not subject to the
$10 million limit discussed above.

During the year ended December 31, 2008, the company recorded a
credit of $7.1 million in cost of service for both network usage
credits.  There were no network usage credits recorded during the
years ended December 31, 2007 and 2006.

Under the Seventh Amendment, beginning in 2009 the company will no
longer be subject to minimum annual payments and will pay fixed
rates for voice, messaging and data traffic that are lower than
rates applicable in 2008.  The company may benefit from additional
discounts to these rates in 2010, with the degree of discount
based upon the total payments made for 2009.  The company will
negotiate rates with Sprint Nextel for 2011 and beyond, but if no
agreement is reached, the rates for 2010 will apply.

On February 25, 2009, the company entered into the Eighth
Amendment with Sprint Nextel.  Under the terms of the Eighth
Amendment, the Company's required minimum payment for the year
ended December 31, 2008, decreased from $318 million to
$317.2 million.

Additionally, in connection with the IPO, the company amended its
Trademark License Agreement with Sprint Nextel to extend the
expiration date to December 31, 2027.  The license grants to the
company the right to use the Sprint name and logo in connection
with the provision of mobile voice and data communications in the
United States, the U.S. Virgin Islands and Puerto Rico, in
consideration for royalties based on a percentage of gross sales,
up to an annual maximum.  Sprint Nextel agreed to temporarily
waive its right to royalty payments for 2006. This waiver,
totaling $1.3 million, was recorded as a capital contribution by
the Company.

A full-text copy of the Sixth Amendment to Amended and Restated
PCS Services Agreement (as amended, supplemented or otherwise
modified from time to time), dated December 22, 2008 by and
between Virgin Mobile USA, Inc. and Sprint Spectrum L.P., is
available at no charge at:

               http://ResearchArchives.com/t/s?3a59

A full-text copy of the Seventh Amendment to Amended and Restated
PCS Services Agreement (as amended, supplemented or otherwise
modified from time to time), dated December 22, 2008, by and
between Virgin Mobile USA, Inc., and Sprint Spectrum L.P., is
available at no charge at:

               http://ResearchArchives.com/t/s?3a5a

                    About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- provides wireless, pay-
as-you-go communications services without annual contracts.  The
company was founded as Virgin Mobile USA, LLC, a joint venture
between Sprint Nextel and the Virgin Group, and launched its
service nationally in July 2002.  In October 2007, it completed
its initial public offering and a related reorganization.

                           *     *     *

Virgin Mobile USA has a scheduled principal payment in 2009 of
$26.3 million under its 2006 Senior Secured Credit Agreement with
various financial institutions, and another scheduled payment of
$170.7 million in 2010.  The Senior Credit Agreement has a
maturity date of December 14, 2010.

The company has $12.03 million in cash and cash equivalents as of
December 31, 2008.  The company's balance sheet at December 31,
2008, showed total assets of $367,068,000 and total liabilities of
$670,951,000.  The company reported $355,630,000 in total
stockholders' deficit.  Moreover, the company's balance sheet
showed $243.8 million in total current assets to satisfy
$427.8 million in total current liabilities.

On November 13, 2008, Virgin Mobile USA received written notice
from the NYSE notifying that the company was not in compliance
with certain of the listing criteria.  Virgin Mobile USA is below
the applicable standards because the average market capitalization
of its Class A common stock and substantial equivalents, over a
period of 30 trading days, is less than
$100 million.

On November 19, 2008, Virgin Mobile USA received a second written
notice from the NYSE notifying that it was not in compliance with
the stock price listing criteria because the average price of one
share of its Class A common stock, over 30 trading days, was less
than $1.00.  In December 2008, Virgin Mobile USA filed its
business plan with the NYSE and in January 2009, the NYSE notified
that it had accepted the plan of compliance and Virgin Mobile USA
has until May 2009 to comply with the share price standard and
until May 2010 to comply with the market capitalization standard.
Virgin Mobile USA is subject to periodic review by the NYSE during
this period.


VISTEON CORP: Delays Annual Report; In Talks with Lender Groups
---------------------------------------------------------------
Visteon Corporation failed to file its Annual Report on Form 10-K
for the year ended December 31, 2008, with the Securities and
Exchange Commission by yesterday's deadline.

In a Form 12b-25 filed with the Commission, Visteon explained that
due to the impact of adverse economic and industry conditions on
its current liquidity outlook, management anticipates that the
report of the company's independent registered public accounting
firm on the company's 2008 consolidated financial statements
likely will contain an explanatory paragraph indicating
substantial doubt about the company's ability to continue as a
going concern.  The inclusion of the substantial doubt language
would result in defaults under certain indebtedness of the
company, which defaults, if not cured or waived prior to the
expiration of the applicable grace period, would result in an
event of default under the company's principal U.S. senior secured
credit facilities.  The events of default, if they occur, provide
the lenders the right to demand all amounts due under the
respective agreements immediately due and payable, which may
result in a cross-default under other indebtedness of the company.

The company has commenced discussions with the Administrative
Agents of its senior secured credit facilities, as well as with an
ad hoc committee of lenders under its senior secured term loan to
obtain a waiver or amendment relating to the potential
noncompliance; however, the company can provide no assurances that
a waiver or amendment can be obtained.

"Because of management's time devoted to these discussions, as
well as the uncertainty and range of potential outcomes of these
and other discussions, the company is unable to complete the
financial statements and other disclosures required to be included
in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 within the prescribed time period without
unreasonable effort and expense," said William G. Quigley III,
Visteon Executive Vice President and Chief Financial Officer.

Visteon is also assessing its ability to implement additional
restructuring and other actions in response to current and
projected market conditions, overall automotive sector instability
and the company's history of operating losses and cash usage,
including discussions that have been commenced with the Ad Hoc
Committee regarding the company's capital structure and potential
liquidity needs.  However, Visteon can provide no assurances that
it will be able to implement any actions in a manner or on terms
that would be satisfactory to the company.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported by the Troubled Company Reporter on February 27, 2009,
Visteon, for fourth quarter 2008, posted a net loss of
$328 million on sales from continuing operations of $1.7 billion.
For fourth quarter 2007, Visteon reported a net loss of
$43 million on sales of $2.9 billion.  For the full year 2008,
Visteon reported a net loss of $663 million on sales of
$9.5 billion compared with a net loss of $372 million on sales of
$11.3 billion for full year 2007.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

As reported by the Troubled Company Reporter on March 11, 2009,
Fitch Ratings downgraded the Issuer Default Rating of Visteon
Corporation to 'C' from 'CC', indicating that a default was
imminent or inevitable.  The ratings were removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

The TCR reported on Nov. 27, 2008, that Moody's Investors Service
lowered Visteon Corporation's corporate family and probability of
default ratings to Caa2, and Caa1, respectively.  In a related
action, Moody's also lowered the ratings of Visteon's senior
secured term loan to B3 from Ba3, unguaranteed senior unsecured
notes to Caa3 from Caa2, and guaranteed senior unsecured notes to
Caa2 from Caa1.  Visteon's Speculative Grade Liquidity remains
SGL-3.  The outlook is negative.


WILSON N JONES: Moody's Affirms 'Ba3' Rating on $78 Mil. Debt
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating assigned to
Wilson N. Jones Memorial Hospital's $78 million of total debt
outstanding and issued by the Metro Health Facilities Development
Corporation (Sherman, Texas).  The outlook remains stable.

Legal Security: The bonds are secured by a gross revenue pledge
and a mortgage on the hospitals.

Interest Rate Derivatives: None

                            Strengths

* Second year of operating profit in fiscal year (FY) 2008 to
help generate near comparable operating cash flow with the
prior year for operating cash flow margin of 7.4% on unaudited
FY 2008 results

* Conservative investment policy for unrestricted cash; 100%
  fixed rate debt

* Successful recruitment of physicians to increase the medical
  staff by a net 23 doctors

                            Challenges

* Expectations for increasingly competitive health care market
  with Universal Health's January 2007 acquisition of the only
  other local competitor, Texoma Medical Center, with
  Universal's construction of a replacement hospital five miles
  from WNJ and expected to open in 2010

* Low to modest capital spending over the last five years that
has resulted in increasing and high average age of plant of
over 18 years, potentially requiring sizable capital spending
in the future and access to capital may be limited

* Weak debt measures on FY 2008 operating performance, with cash-
  to-debt of 28% and debt-to-cash flow of 17 times

* Decline in volumes in FY 2008 in all key categories

                   Recent Developments/Results

Operating profit in FY 2008 (unaudited) was comparable to FY 2007
performance, yet absolute operating cash flow declined slightly.
In FY 2008, WNJ reported a $291,000 operating profit (0.2% margin)
compared to the audited $297,000 operating profit (0.2% margin) in
FY 2007.  Operating cash flow, however, declined by $900,000 to
$10.3 million from $11.2 million to drive a decrease in the
operating cash flow margin to 7.4% from 8.2%.  The operating cash
flow decline was impacted by an $800,000 decrease in interest and
depreciation expenses offset by a $3.6 million increase in bad
debt expense.

Total operating profit increased less than 5% with WNJ
experiencing sizable decreases in volume measures, including a
4.7% decline in admissions, 9.9% decline in outpatient visits, and
9.2% decline in newborn admissions.  Management states that the
entire market has experienced volume declines with the poorer
economy, with patients deferring elective procedures; and that
some market share loss has occurred.  It is expected that volumes
may be pressured further when the other local competitor - TMC
owned by for-profit Universal Health - opens its new facility that
is currently under construction.

Management has undertaken increased physician recruitment efforts
that include enhancing its cardiology program, utilizing some
income guaranty structures.  A net 23 physicians were added to the
staff in FY 2008.

To address revenue concerns, the reclassification to the Dallas
MSA was renewed for three years, providing approximately
$1 million in funding (per annum or over the 3 years?).
Additionally, the leasing of the north campus to a third party
will add about $500,000 to revenues in FY 2009.  Cost control
initiatives will focus on improvement in productivity with
continued growth in the use of a new system implemented in October
2008, supplies standardization, and the use of newly operational
information technology.

Liquidity declined in FY 2008 to $23.6 million by fiscal year end
2008 from $27.1 million at FYE 2007 due to a $2.5 million decrease
in net revenue available for debt service and
$1.7 million increase in capital spending over the prior year.  As
a result, cash on hand declined to 64 days from its peak of 76
days at FYE 2007.  Correspondingly, the cash-to-debt ratio
declined to a weaker 28% from 31% despite the $2.6 million decline
in outstanding debt.  Management has no plans at this time to
issue additional debt, but has stated a desire to refinance
existing outstanding bonds should the market allow.  Moody's note
that unrestricted cash is conservatively invested in money market
funds and government securities, and that the bonds are all fixed
rate.

In compliance with a prior technical default under the debt
documents, management has entered into discussions with a
consultant and will evaluate responses to an RFP for a potential
affiliation.

                             Outlook

The stable outlook reflects Moody's belief that current cash flow
generation is adequate to meet debt service needs.  Moody's remain
cautious, however, about future volume trends given changes in the
economy and competitive pressures from new TMC hospital under
construction and owned by a larger for-profit parent and WNJ's
ability to fund necessary capital needs over the longer term.

                 What could change the rating -- UP

Improvement in volumes and stabilization in market share with
consistency in stable to improving operating performance that
strengthens balance sheet profile

                What could change the rating -- DOWN

Reversal in improvement in operating performance; further
weakening of the balance sheet; increase in debt without
commensurate increase in cash flow; inability to keep up with
capital demands and remain competitive

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Wilson N. Jones
     Memorial Hospital d/b/a Wilson N. Jones Medical Center and
     Affiliates

  -- First number reflects audit year ended December 31, 2007

-- Second number reflects internal financial statements for
   year ended December 31, 2008

  -- Investment returns normalized at 6%

* Inpatient admissions: 9,807; 9,348

* Total operating revenues: $136.3 million; $139.1 million

* Moody's-adjusted net revenue available for debt service: $12.7
  million; $10.7 million

* Total debt outstanding: $87.9 million; $84.1 million

* Maximum annual debt service: $10.7 million; $10.7 million

* MADS Coverage with reported investment income: 1.24 times; 1.04
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.19 times; 1.16 times

* Debt-to-cash flow: 12.3 times; 15.3 times

* Days cash on hand: 76 days; 62 days

* Cash-to-debt: 31%; 27%

* Operating margin: 0.2%; 0.2%

* Operating cash flow margin: 8.2%; 7.4%

Rated Debt (debt outstanding as of December 31, 2008):

-- Series 1993 ($33.9 million outstanding) rated Ba3, insured
   by Connie Lee but insurance agreement not rated by Moody's

  -- Series 2001 Hospital Revenue Bonds ($44.0 million
     outstanding) rated Ba3

The last rating action was on December 20, 2007, when the rating
of Wilson N. Jones Memorial Hospital was upgraded to Ba3 from B1
and the outlook was revised to stable from negative.


* Computershare Buying Kurtzman Carson for $98 Million
------------------------------------------------------
Kurtzman Carson Consultants, a leading claims and noticing agent
serving companies undergoing Chapter 11 restructuring, has agreed
to be acquired by Computershare Limited (ASX: CPU), a global
provider of transfer agency, employee equity plans, proxy
solicitation and other specialized financial, governance and
stakeholder communication services, pending regulatory approval.
As a wholly-owned subsidiary of Computershare, KCC will continue
to serve clients as the market leader for claims and noticing
services.

Computershare disclosed to its shareholders that the initial
consideration is USD 85 million and 2.45 million fully paid
ordinary CPU shares payable on closing.  Those 2.45 million shares
are valued at about $12.8 million based on Monday's closing price
and exchange rate, valuing the initial consideration at nearly $98
million.  Additional consideration totalling up to USD 24 million
in cash and 2.9 million CPU shares (or cash equivalent) may be
payable, subject to earnings uplift targets being met over the
next 3 years.  Computershare reports that KCC generated operating
EBITDA of approximately USD 19 million in calendar year 2008.

"This marks a significant turning point at KCC.  It represents the
culmination of our vision to bring higher standards to the claims
and noticing market and diversify KCC into a BPO (business process
outsourcing) provider to the broader legal and financial services
market," said Eric Kurtzman, KCC's Co-Founder and CEO.
"Computershare offers significant resources and experience that
will enable KCC to maximize its opportunities and provide
significant contribution to Computershare for years to come."

KCC says its clients will continue to experience exceptional
service during the integration process.  Computershare enables KCC
to offer its clients solutions such as global call center support,
expanded document production services, proxy solicitation
solutions through Georgeson, and claims administration services
for corporate insolvencies in Europe and Asia.

"This acquisition is quite significant for Computershare and the
marketplace.  KCC's corporate culture, technology-based service
offering and unique position in an expanding area of the market
offer a strategic complement to our business.  Computershare will
also realize synergies with the addition of production facilities
in Los Angeles and Memphis, and we will further expand our market
in such areas as bankruptcy, proxy, class actions and escrow,"
said Steve Rothbloom, President and CEO of Computershare US.

In announcing the acquisition, Computershare CEO Stuart Crosby
said "we are thrilled to be able to join forces with KCC, which
has built an enviable position in the bankruptcy administration
sector.  Obviously, the counter-cyclical nature of the business is
attractive, but the client base and the quality of KCC's
management and processes are the things that really excite us."

Upon regulatory approval by U.S. officials, Jon Orr, who currently
serves as KCC's CFO will be promoted to President of the company
to ensure a seamless acquisition integration, maximize synergies
and identify strategic growth initiatives for the future.
Computershare will seat its current US Financial Controller, Gerry
Mullins, as KCC's Chief Financial Officer.

"We foresee great harmonies between KCC and Computershare that
will fulfill our vision to diversify and create a sustainable,
high-growth, high-value business," said Jonathan Carson, KCC's Co-
Founder and President.  "Today, legal and financial professionals
in the corporate-restructuring market expect a higher standard of
service, world-class technology and relevant industry expertise
from their claims agent because of KCC.  We will continue to build
upon this model to realize the business's true market potential."

                            About KCC

Kurtzman Carson Consultants LLC (KCC) -- http://www.kccllc.com/--
is a leading claims and noticing agent providing administrative-
support services and technology solutions to companies undergoing
corporate restructuring.  With offices in Los Angeles, New York
and Memphis, KCC has established a reputation for industry
expertise, highly responsive client service and industry-leading
technologies.  Corporate America's industry leaders have relied on
KCC for their business-critical data management needs.  A pioneer
of web-based technology for the legal and financial markets, KCC
has been recognized as one of the fastest-growing companies in the
United States.

                      About Computershare

Computershare (ASX: CPU) -- http://www.computershare.com/-- is a
global leader in transfer agency, employee equity plans, proxy
solicitation and other specialized financial and communication
services.  Many of the world's largest companies employ our
innovative solutions to maximize the value of their relationships
with investors, employees, customers and members.  Computershare
has approximately 11,000 employees across the world and serves
17,000 corporations and 100 million shareholders and employee
accounts in 17 countries across five continents.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                           Total
                                          Share-     Total
                                 Total   Holders   Working
                                Assets    Equity   Capital
Company               Ticker      ($MM)     ($MM)     ($MM)
-------               ------     ------    ------    ------
ABSOLUTE SOFTWRE      ABT CN        107        (7)       24
ARBITRON INC          ARB US        200       (14)      (39)
AUTOZONE INC          AZO US      5,235      (187)      112
BLOUNT INTL           BLT US        500       (44)      128
BOEING CO             BA US      53,779    (1,294)   (4,961)
BOEING CO             BAB BB     53,779    (1,294)   (4,961)
CABLEVISION SYS       CVC US      9,383    (5,354)     (438)
CENTENNIAL COMM       CYCL US     1,432    (1,021)      101
CHENIERE ENERGY       CQP US      1,979      (352)      139
CHENIERE ENERGY       LNG US      2,922      (354)      510
CHOICE HOTELS         CHH US        328      (138)      (15)
CLOROX CO             CLX US      4,398      (403)     (389)
COCA-COLA ENTER       CCE US     15,589       (31)     (491)
CV THERAPEUTICS       CVTX US       364      (222)      246
DELTEK INC            PROJ US       193       (54)       35
DISH NETWORK-A        DISH US     6,460    (1,949)     (882)
DOMINO'S PIZZA        DPZ US        464    (1,425)      105
DUN & BRADSTREET      DNB US      1,586      (851)     (213)
EMBARQ CORP           EQ US       8,371      (608)       (6)
ENERGY SAV INCOM      SIF-U CN      552      (423)     (162)
EXELIXIS INC          EXEL US       255       (23)       (1)
EXTENDICARE REAL      EXE-U CN    1,806       (30)       95
FERRELLGAS-LP         FGP US      1,510       (12)     (114)
GARTNER INC           IT US       1,093       (21)     (238)
HEALTHSOUTH CORP      HLS US      1,998      (700)      (64)
IMAX CORP             IMX CN        238       (91)       41
IMAX CORP             IMAX US       238       (91)       41
IMS HEALTH INC        RX US       2,087      (153)      231
INDEVUS PHARMACE      IDEV US       256      (136)        8
INTERMUNE INC         ITMN US       172      (125)      114
ION MEDIA NETWOR      IION US     1,137    (1,621)       96
LINEAR TECH CORP      LLTC US     1,494      (310)      992
MEAD JOHNSON-A        MJN US      1,372    (1,346)   (1,870)
MEDIACOM COMM-A       MCCC US     3,719      (347)     (274)
MOODY'S CORP          MCO US      1,773      (994)     (584)
NATIONAL CINEMED      NCMI US       569      (476)       86
NAVISTAR INTL         NAV US     10,390    (1,495)    1,660
NPS PHARM INC         NPSP US       202      (208)       90
OCH-ZIFF CAPIT-A      OZM US      2,224      (173)      N.A.
OSIRIS THERAPEUT      OSIR US       137        (5)       71
OVERSTOCK.COM         OSTK US       172        (3)       40
PALM INC              PALM US       661      (151)      (40)
QWEST COMMUNICAT      Q US       20,182    (1,449)     (883)
REGAL ENTERTAI-A      RGC US      2,600      (242)      (93)
RENAISSANCE LEA       RLRN US        57        (5)      (15)
SALLY BEAUTY HOL      SBH US      1,489      (720)      365
SONIC CORP            SONC US       818       (55)       (9)
SUCCESSFACTORS I      SFSF US       170        (5)        3
TAUBMAN CENTERS       TCO US      3,072      (163)      N.A.
THERAVANCE            THRX US       236      (135)      166
UAL CORP              UAUA US    19,461    (2,465)   (2,420)
UNITED RENTALS        URI US      4,191       (29)      276
VERIFONE HOLDING      PAY US        840       (38)      308
VERIFONE HOLDING      VF2 GR        840       (38)      308
VERIFONE HOLDING      PAY IT        840       (38)      308
WEIGHT WATCHERS       WTW US      1,107      (888)     (270)
WESTERN UNION         WU US       5,578        (8)      528
WR GRACE & CO         GRA US      3,876      (354)      965
YUM! BRANDS INC       YUM US      6,527      (108)     (771)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***