TCR_Public/090319.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 19, 2009, Vol. 13, No. 77

                            Headlines


750 JEFFERSON: Wants to Hire Joel M. Aresty as Bankruptcy Counsel
750 JEFFERSON: Section 341(a) Meeting Set for April 20 in Florida
ALERIS INT'L: Receives Final Approval for $1.075BB DIP Facility
AMERICAN GENERAL: Moody's Downgrades Long-Term Senior Debt Rating
AMERICAN INT'L: Asks Financial Products Workers to Return Bonuses

ANDERSON HOMES: To Restructure Debt under Chapter 11
ANDERSON HOMES: Creditors Meeting Set for April 22 in N. Carolina
ARVINMERITOR INC: Weak Credit Metrics Cue Moody's Junk Rating
ASARCO LLC: Balks At AMC's New Request Regarding Tax Sharing Pact
ASARCO LLC: Environmental Settlement Pacts Will Be Heard in May

ASARCO LLC: Amends Plan for 3rd Time to Include New Sterlite Bid
ASARCO LLC: Hearing to Approve Sterling Settlement Set April 13
AVENTINE RENEWABLE: E&Y Has Going Concern Doubt; Waiver Ends April
AVENTINE RENEWABLE: May File for Chapter 11 Absent Add'l Funding
BANK OF AMERICA: House Committee Asks for Merill's Bonus Records

BANK OF AMERICA: Merrill Bonus Info Won't be Kept Confidential
BDRV MEZZ: Auction for Interests in Black Diamond Set for March 27
BEARINGPOINT INC: Delays Filing of Annual Financial Report
BERNARD L. MADOFF: Prosecutors Eyeing Jewelry as Forfeiture
BERNARD L. MADOFF: Trustee to Chase Assets in Gibraltar

BILTRITE RUBBER: Provisional Relief under Chapter 15 Granted
BILTRITE RUBBER: Granted Interim Sec. 362 Stay for U.S. Actions
BLB MANAGEMENT: Moody's Issues Ca Rating; Forbearance Lapses
BRAY & GILLESPIE: Wants to Woo Support for Plan Until June 1
BRIGHAM EXPLORATION: Liquidity Concerns Cues S&P's Junk Rating

CANWEST MEDIA: Nonpayment of Interest Cues S&P's Rating Cut to D
CARDINAL COMMS: Plan Confirmation Hearing Continued to April 24
CARRIAGE SERVICES: Moody's Downgrades Liquidity Rating
CHEMTURA CORP: U.S. Units File Chapter 11; Has $400MM DIP Loan
CHEMTURA CORPORATION: Voluntary Chapter 11 Case Summary

CHOCTAW GENERATION: Moody's Downgrades Cert. Rating to 'Ba3'
CHRYSLER LLC: Insists on Avoiding Bankruptcy; To Skip Bonuses
CIB MARINE: Asks TruPS Holders to Accept Equity-for-Debt Swap
COLIBRI GROUP: Employees Will Protest Auction of Assets
CORNERSTONE-ORLANDO: Courts Extends Plan Deadline to June 5

CRUSADER ENERGY: In Talks With Lenders on Likely Covenant Breach
DANA CORP: Files Post-Confirmation Report for Dec. 31 Quarter
DANA CORP: Provides Updates to Pending Legal Issues
DANA CORP: Releases 2008 Annual Report; Has $18 Mln. Net Income
DANA CORP: Silver Point Disposes Of 21,000 Shares

DANA CORP: To Cut 5,800 Jobs in 2009 to Maintain Liquidity
DAYTON SUPERIOR: S&P Downgrades Corporate Credit Rating to 'CCC-'
DBSI INC: Examiner to Probe States' Allegations of $2-Bil. Fraud
DENNIS ALFIERI: Case Summary & 19 Largest Unsecured Creditors
DISCOVER FINANCIAL: Fitch Gives BB+ Rating on $1.2BB Pref Stock

DOLLAR THRIFTY: Aligns Minivan Pricing and Usage
DORAL FINANCIAL: Moody's Cuts Senior Unsecured Rating to 'B2'
DREIER LLP: Marc Dreier Allegedly Defrauds Investors $700 Million
DRUG FAIR: Files for Chapter 11 & Sell 32 Pharmacies to Walgreens
DRUG FAIR: Case Summary & 25 Largest Unsecured Creditors

DUNMORE HOMES: Court Okays Bankruptcy Case Transfer to Sacramento
ENERGY PARTNERS: Expects Going Concern Doubt from KPMG; May File
EVERYTHING BUT WATER: Proposes $11-Mil. Loan and Quick Sale
FAIRCHILD CORP: Files for Chapter 11 Protection in Delaware
FAIRCHILD CORP: Case Summary & 45 Largest Unsecured Creditors

FAIRPOINT COMMUNICATIONS: Moody's Reviews All Low-B Ratings
FLEETWOOD ENTERPRISES: In Financing Talks With Bank of America
FLUID ROUTING: Obtains Final OK to Borrow $12,058,250 from Sun FR
FOAMEX INT'L: Receives Final Approval for $95-Mil. DIP Financing
FORUM HEALTH: Court Okays Cash Collateral Access Until December

FORUM HEALTH: Taps Huron Consulting's Dalton T. Edgecomb as CRO
FORUM HEALTH: Taps Kurtzman Carson as Notice and Claims Agent
FORUM HEALTH: Moody's Downgrades Rating on $146 Mil. Debt to 'Ca'
FOXCO ACQUISITION: S&P Downgrades Corporate Credit Rating to 'B-'
FREEDOM COMMUNICATIONS: S&P Cuts Credit Facilities Rating to CCC

G-I HOLDINGS: Proponents Extend Effective Date of Plan to June 30
GENERAL GROWTH: Ackman Says Owners Can Keep Stake After Ch. 11
GRAND PRIX: Voluntary Chapter 15 Case Summary
GTC BIOTHERAPEUTICS: Terminates License Pact with LEO PHARMA
HARRAH'S ENTERTAINMENT: Moody's Downgrades Default Rating to 'Ca'

HARRIS INTERACTIVE: To Slash 16% of Workforce to Reduce Costs
HUNTSMAN CORP: S&P Downgrades Corporate Credit Rating to 'B'
INNUA CANADA: Voluntary Chapter 15 Case Summary
INTERNATIONAL LEASE: Moody's Downgrades Senior Unsecured Rating
IRIDIUM SATELLITE: S&P Retains Positive Watch on 'B-' Rating

JEFFERSON FEDERAL: Weiss Ratings Assigns "Very Weak" E- Rating
JG WENTWORTH: S&P Downgrades Counterparty Credit Rating to 'CC'
JOHN KAVANAGH: To Halt Biz in April; President Joins Another Firm
JUST WINGIN': Files for Chapter 11 Bankruptcy Protection
LAS VEGAS SANDS: S&P Downgrades Corporate Credit Rating to 'B-'

LEAR CORP: Lenders' Waiver Expires May 15, Chapter 11 Looms
LEAR CORP: Ernst & Young Raises Going Concern Doubt
LEAR CORP: Hires Legal & Financial Advisors to Mull Options
LEHMAN BROTHERS: District Court Upholds LBI Sale to Barclays
LOCAL TV: S&P Downgrades Corporate Credit Rating to 'B-'

MAHONING COUNTY: S&P Downgrades Rating on Bonds to 'C' From 'B+'
MASONITE INT'L: Court OKs Cash Collateral & Other 1st Day Motions
MASONITE INT'L: Ernst Files 1st Monitor's Report With CCAA Court
MASONITE INT'L: Obtain CCAA Stay Order Until April 15
MASONITE CORPORATION: Chapter 11 Filing Cues Moody's 'D' Rating

MEDIANEWS GROUP: Cash Flow Decline Cues S&P's Rating Cut to 'CCC'
MERCEDES HOMES: Lists $30-Mil. in Assets, $280-Mil. in Debts
MGM MIRAGE: Enters Into Amendment to Senior Credit Facility
MIRABILIS VENTURES: Settles Forfeiture With U.S. Government
MOMENTIVE PERFORMANCE: Risk of Default Cues S&P's Junk Rating

MONTERRA ENTERPRISES: Case Converted to Chapter 7 Liquidation
NEIMAN MARCUS: "Very Poor" Q2 Results Cue Moody's Junk Rating
NEXSTAR FINANCE: Debt-Exchange Offer Cues Moody's Junk Rating
NOVASTAR FINANCIAL: Court Rules Against Unit's Bankruptcy
PREBUL AUTO: Trustee Wants Millions of Dollars Returned

PRESIDENTIAL LIFE: S&P Gives Stable Outlook; Affirms 'B+' Rating
PRIMUS TELECOM: Files Prepackaged Chapter 11 Plan
PRIMUS TELECOM: Proposes Alvarez & Marsal as Consultant
PRIMUS TELECOM: Taps Epiq Bankruptcy as Claims Agent
PRIMUS TELECOM: Seeks Court Approval for Skadden Arps as Attorneys

PRIMUS TELECOM: Wants May 15 Extension for Schedules & Statements
PROTECTION ONE: Reports $50.5 Million Net Loss in 2008
QIMONDA NA: May Enter into Commitment Letter for $40MM Loan
QUIKSILVER INC: S&P Downgrades Corporate Credit Rating to 'B-'
RITZ CAMERA: Committee Says DIP Financing Pushing Liquidation

RITZ CAMERA: Final Hearing on DIP Facility Set for March 19
ROCKWOOD SPECIALTIES: S&P Downgrades Corp. Credit Rating to 'B+'
RYAN EAST: Public Auction for Inventory, A/R on April 1
SAKS INCORPORATED: Moody's Downgrades Corp. Family Rating to 'B2'
SIMMONS CO: Robert Burch Resigns as EVP Operations

SIST: Files for Chapter 11 Bankruptcy Protection With Affiliates
SPECIAL DEVICES: May Face Patent-Infringement Trial from Orica
STATION CASINOS: Will File for Bankruptcy by April 15
TEXTRON FINANCIAL: S&P Downgrades Counterparty Rating to 'BB+/B'
TEXTRON INC: S&P Downgrades Counterparty Credit Rating to 'BB+'

THORNBURG MORTGAGE: May File for Chapter 11 Bankruptcy Protection
TRIBUNE CO: Can Hire PwC as Tax Advisors and Independent Auditors
TURNKEY E&P: Reorganization Plan Filing Deadline Set for May 15
U.S. ACQUISITION: Voluntary Chapter 11 Case Summary
U.S. ENERGY: Sells All Assets of Biogas to Silver Point

VALLEY VIEW: Moody's Confirms 'Ba1' Rating on $12.7 Mil. Bonds
VERASUN ENERGY: Court Approves Sale of 7 Facilities to Valero
VICORP RESTAURANTS: Sells Four Bay Area Restaurants to Shari's
WILDWOOD INDUSTRIES: Owes $13MM; May Be Forced Into Bankruptcy
WL HOMES: Sec. 341(a) Meeting Scheduled for April 14

WOOLD STRUCTURES: Closes Plant & Offices, 180 Workers Laid Off
WYNN RESORTS: Prices Public Offering of Shares at $19 Per Share

* Fitch Extended Launch on Liquidity Scores and Rankings

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


                            *********


750 JEFFERSON: Wants to Hire Joel M. Aresty as Bankruptcy Counsel
-----------------------------------------------------------------
750 Jefferson Avenue LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida for authority to employ Joel M.
Aresty, P.A., as counsel.

Joel M. Aresty, Esq. will:

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

   b) advise the Debtor with respect to its responsibilities in
      complying with the U.S. trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the case;

   d) protect the interest of the Debtor in all matters pending
      before the Court;

   e) represent the Debtor in negotiation with its creditors in
      the preparation of a plan.

Mr. Aresty tells the Court that the retainer has been funded and
may be funded further by corporate constituents as capital
contributions or by motion.  The amount of the retainer was not
disclosed in the court documents.  Mr. Aresty adds that no
prepetition fees are owed and so those fees are not being waived.

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

Mr. Aresty can be reached at:

     Joel M. Aresty, P.A.
     13499 Biscayne Boulevard Suite T3, 18th Floor
     North Miami, Florida 33181-2061
     Tel: (305) 899-9876
     Fax: (305) 723-7893

                   About 750 Jefferson Avenue LLC

Headquartered in Miami Beach, Florida, 750 Jefferson Avenue LLC
filed for Chapter 11 protection on March 16, 2009, (Bankr. S.D.
Fla. Case No.: 09-14451).  Joel M. Aresty, Esq. represents the
Debtor in its restructuring efforts.  The Debtor's financial
condition as of March 15, 2009, showed total assets of $16,000,000
and total debts of $17,082,600.  The Debtor did not file a list of
20 largest unsecured creditors.


750 JEFFERSON: Section 341(a) Meeting Set for April 20 in Florida
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in 750 Jefferson Avenue LLC's Chapter 11 case on April 20, 2009,
at 2:30 p.m., at Claude Pepper Federal Bldg, 51 SW First Ave.,
Room 1021, Miami, Florida.

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

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

Headquartered in Miami Beach, Florida, 750 Jefferson Avenue LLC
filed for Chapter 11 protection on March 16, 2009, (Bankr. S.D.
Fla. Case No.: 09-14451).  Joel M. Aresty, Esq. represents the
Debtor in its restructuring efforts.  The Debtor's financial
condition as of March 15, 2009, showed total assets of $16,000,000
and total debts of $17,082,600.  The Debtor did not file a list of
20 largest unsecured creditors.


ALERIS INT'L: Receives Final Approval for $1.075BB DIP Facility
---------------------------------------------------------------
Aleris International, Inc., said following a hearing on March 16
that the U.S. Bankruptcy Court for the District of Delaware has
granted final approval for the company's debtor-in-possession
credit facility in connection with its Chapter 11 filing on
February 12, 2009.

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

Steven J. Demetriou, Aleris Chairman and CEO, said, "We are
pleased to have received the final approval of our DIP facility,
and the continued support from our lenders. The DIP facility
enables us to continue to provide our employees with pay and
benefits, make post-petition payments to suppliers, and continue
to satisfy our customer commitments."

As reported by the Troubled Company Reporter, the DIP Facility
provides for a roll-up of $575 million in prepetition secured
loans.

The DIP Facility was approved despite objections by lenders Babson
Capital Management LLC and J. Aron & Co.  According to Bloomberg
News, 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.

Bloomberg said 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 Brendan Linehan 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.

                    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 GENERAL: Moody's Downgrades Long-Term Senior Debt Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the long-term senior debt
ratings of American General Finance Corporation to Baa2 from Baa1.
The short-term rating of AGFC and the backed-commercial paper
rating of CommoLoCo, Inc. were affirmed at Prime-2.  The Prime-2
short-term rating of AGFC's direct parent, American General
Finance Inc., was confirmed.  The rating on AGFC's trust preferred
security, AGFC Capital Trust I, was lowered to Ba2 from Baa3.  The
rating outlook for AGFC and its rated affiliates is negative.

The rating action concludes the review for possible downgrade that
was initiated on October 3, 2008, in conjunction with rating
actions taken at that time on the firm's ultimate parent American
International Group, Inc.  On March 2, 2009, Moody's confirmed
AIG's A3 senior unsecured debt and Prime-1 short-term debt ratings
and assigned a negative outlook.

Moody's said that the rating action on AGFC reflects continued
deterioration in the finance company's intrinsic credit profile.
Although AGFC possesses a good core consumer-finance franchise,
with long-standing customer relationships and a presence across
much of the U.S., the firm's intrinsic credit strength has
declined from once-robust historical levels as a result of the
turmoil across US mortgage and credit markets.  Blaine Frantz, a
Moody's Senior Vice President, noted: "Excluding the benefit of
parental support, AGFC's intrinsic credit strength has fallen into
the non-investment grade category."

Moody's expects that AGFC's profitability and overall credit
profile will be further pressured through 2009 by continued
recessionary conditions and rising U.S. unemployment.  AGFC's
intrinsic liquidity position and financial flexibility are also
constrained, with the company having to sharply curtail loan
originations and look for opportunities to sell assets.  Absent
asset sales or other forms of portfolio monetization, the finance
company will have to rely on AIG for liquidity support.

The rating agency said that AGFC's Baa2/Prime-2 ratings receive a
ratings lift relative to the company's intrinsic credit strength.
Despite its challenges, ultimate parent AIG has been a
demonstrable source of strength for the finance company, providing
both capital and liquidity to AGFC.  Though AGFC is not a core AIG
holding, Moody's expects that as long as AIG owns AGFC, it will
continue, within its capacity, to provide capital and liquidity
support in order to preserve AGFC's franchise and economic value
to the greatest degree possible.  Although AGFI is a holding
company, the entity also benefits from AIG support, with no
material differentiation versus AGFC.  This support by AIG
underpins AGFI's Prime-2 short-term rating.

Given that AGFC's ratings rely on significant AIG support, the
outlook on AGFC mirrors that of AIG.  Any decline in AIG's rating,
depending upon the degree, could also result in a downgrade of
AGFC's debt ratings.

With respect to AGFC's trust preferred securities, Moody's lowered
the ratings to Ba2 from Baa3.  AGFC recently breached a mandatory
non-payment trigger, which activated the Alternative Coupon
Settlement Mechanism.  Under the terms of the ACSM, AIG made a
capital contribution to AGFC resulting in payment of the coupon.
In the event that the trigger breach is not cured immediately due
to current market pressures on AGFC, the rating reflects the
concern that AIG may not continue to fund coupon payments due to
its own liquidity strains and/or a need for additional government
support.  The risk of a potential restructuring at AIG is also a
consideration.  If these events happened, AGFC would not have the
market access to issue preferred securities, which are the other
form of ACSM settlement securities in addition to common equity.
Any unpaid coupons will accumulate and investors may not receive
payments for an extended period of time, thus resulting in an
additional notch of the hybrid rating relative to AGFC's senior
unsecured debt rating.

The last rating action on AGFC was on October 3, 2008, when the
company's long-term ratings were placed on review for possible
downgrade.

American General Finance Corporation, headquartered in Evansville,
Indiana, is a financial service holding company with subsidiaries
that provide retail consumer finance and credit insurance products
to consumers via a network of 1,400 branches spread throughout 40
states.  Excluding a one-time charge of
$439.4 million for goodwill and intangibles, AGFC reported for the
first nine months of 2008 a pretax loss of $244 million on net
revenues of $1.2 billion.

Downgrades:

Issuer: AGFC Capital Trust I

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Baa3

Issuer: American General Finance Corporation

  -- Issuer Rating, Downgraded to Baa2 from Baa1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to
     Baa2 from Baa1

-- Senior Unsecured Medium-Term Note Program, Downgraded to
   Baa2 from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
     from Baa1

  -- Senior Unsecured Shelf, Downgraded to (P)Baa2 from (P)Baa1

Outlook Actions:

Issuer: AGFC Capital Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: American General Finance Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: American General Finance, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: American General Finance, Inc.

  -- Senior Unsecured Commercial Paper, Confirmed at P-2


AMERICAN INT'L: Asks Financial Products Workers to Return Bonuses
-----------------------------------------------------------------
American International Group CEO Edward Liddy has called on AIG
Financial Products employees who received retention payments of
$100,000 or more to return at least half of those payments.

As reported by the Troubled Company Reporter on March 18, 2009,
President Barack Obama said that he would block American
International Group Inc.'s $165 million in bonuses to employees.
AIG's bonuses caused an outrage on Capitol Hill.  Legislators
received irate e-mails and phone calls, and security was beefed up
at AIG as death threats and hate mail flooded employees'
mailboxes.  Sen. Schumer and other senators sent a letter to
Mr. Liddy demanding that he try to renegotiate the bonuses.
Lawmakers moved to tax away almost all of the $165 million in
bonuses paid to AIG employees.

Mr. Liddy said, "We have heard the American people loudly and
clearly these past few days.  The payment of large bonuses to
people in the very unit that caused so much of AIG's financial
trouble does not sit well with the American taxpayer, and for very
good reason.  Accordingly, today [March 18] I have asked the
employees of AIG Financial Products to step up and do the right
thing.  Specifically, I have asked those who received retention
payments of $100,000 or more to return at least half of those
payments.  Some have already stepped forward and offered to give
up 100% of their payments.  The action we are taking today is the
result of discussions with numerous parties, including Attorney
General Cuomo of New York.  We will work to ensure the highest
level of employee participation in this effort in the days ahead.
And we will keep the Congress and the American people informed of
our progress."

WSJ relates that Mr. Liddy warned that the request could backfire
if the employees who received the retention bonuses decide to
resign from AIG.  "They will return it, but they will return it
with their resignations," WSJ quoted Mr. Liddy as saying.

Michael R. Crittenden and Patrick Yoest at The Wall Street Journal
relate that lawmakers said they were planning to issue a subpoena
for the names of AIG executives who received the
$165 million in bonus payments.  According to the report, House
Financial Services Chairperson Barney Frank said that he would ask
Mr. Liddy for the names of bonus recipients.  The Congress will
formally subpoena them if AIG doesn't provide those names, the
report says, citing Mr. Frank.

WSJ states Mr. Liddy asked that the names be kept confidential due
to threats that have been made against the employees.  Mr. Frank
replied that he would consult with law-enforcement officials about
the "despicable" threats, but said the information should be made
public.

"The American people have a right to know what is happening with
massive amounts of their money.  Mr. Liddy needs to understand
this.  If AIG is really serious about getting these bonuses back,
they should comply with the subpoena we have issued," WSJ quoted
New York Attorney General Andrew Cuomo as saying.

Rep. Paul Kanjorski -- who chairs the House Subcommittee on
Capital Markets, Insurance and Government Sponsored Enterprises --
claimed that the AIG management ignored warnings from him and
other lawmakers not to make the payments due to potential public
outcry, WSJ states.

Mr. Liddy explained that competition for clients and employees
influenced the Company's decision to make the payments, WSJ
relates.  "Because of this, and because of certain legal
obligations, AIG has recently made a set of compensation payments,
some of which I find distasteful," the report quoted Mr. Liddy as
saying.

The Office of Thrift Supervision, which shared partial oversight
over the insurer after the company applied for and received a
savings and loan charter, was also being blamed for AIG's
problems, WSJ relates.  WSJ quoted Acting Director Scott Polakoff
as saying, "OTS should have in 2004 stopped this book of business
with an understanding, with an anticipation, with an analysis,
that the real-estate market might have gotten as bad as it's
gotten."  WSJ states that Mr. Polakoff said that OTS missed an
opportunity to head off problems at AIG's financial-products
division as it didn't expect the housing market to so badly
deteriorate.

               Legislation on AIG Compensation

According to WSJ, President Obama said that he will seek legal
authority over the financial system that will give the federal
government power to step into contract issues.  WSJ relates that
lawmakers have introduced or vowed to draft a legislation
targeting AIG and its executive compensation.  The report states
that House Republicans were set on Wednesday to use a procedural
maneuver to try to bring up a vote on legislation related to AIG.
It would require the Treasury secretary to implement a plan to
recover the AIG bonuses within two weeks and would require
Treasury approval for any future bonus payments made by recipients
of money under TARP, according to the report.

The House would take up a bill that would impose a 90% tax on
bonuses paid to top-earning employees -- who are making more than
$250,000 a year -- at AIG and other firms receiving big government
bailouts, WSJ reports, citing Rep. Charles Rangel.

      Sale of Headquarters, Office Building, & Interests

WSJ relates that AIG said on Wednesday that it will sell its
downtown Manhattan headquarters and a nearby office building.  The
report states that AIG spokesperson Mark Herr said that the
Company is considering the sale of 70 Pine Street and 72 Wall
Street as part of its efforts to boost operations.

AIG Financial Products has closed the sale of its interests in
three operating Spanish solar photovoltaic plants from its energy
and infrastructure book.  The plants have a combined capacity of
35.4MWp and an enterprise value of approximately EUR300 million.
HG Capital, a London based private equity firm focused on
renewable energy, acquired AIGFP's interests for an undisclosed
sum.

"This sale continues AIGFP's ongoing program of investment
portfolio dispositions, further reducing its overall risk
profile," said Gerry Pasciucco, AIGFP Chief Operating Officer.  As
previously disclosed, AIGFP began the process of unwinding its
businesses and portfolios late last year.

       Some of Gov't Bailout Funds May Go to Hedge Funds

According to Serena Ng at WSJ, sources said that some of the
billions of dollars that the government lent AIG stand to benefit
hedge funds that bet on a falling housing market.  WSJ, citing
documents, relate that Wall Street banks were middlemen in trades
with hedge funds and AIG.  Sources said that AIG has put in escrow
some money for at least one major bank, Deutsche Bank AG, whose
hedge-fund clients made bets against the housing market, WSJ
relates.  According to the report, the money will be released to
the bank if mortgage defaults rise above a certain level.

"AIG's financial-products division went heavily into the business
of speculation, and its gambling debts are what taxpayers are
paying off right now," WSJ quoted Martin Weiss of Weiss Research
as saying.  WSJ relates that many of the assets AIG insured were
tied to subprime mortgages, and the deterioration of those high-
risk mortgages, along with AIG's own financial woes, forced the
Company to put up billions of dollars in collateral, mostly to the
banks that were its trading partners.

                   About American International

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

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

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

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

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

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

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

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


ANDERSON HOMES: To Restructure Debt under Chapter 11
----------------------------------------------------
Anderson Homes, Inc., and sister-company Vanguard Homes Inc., have
filed voluntary petitions before the U.S. Bankruptcy Court for the
Eastern District of North Carolina to restructure their debt and
capital.

Anderson Homes, founded in North Carolina in 1980, has grown to
become one the area's largest privately-held homebuilders.  The
2-time Energy Star Partner of The Year recipient will continue to
operate in the capacity of building and closing homes while
working to satisfy its creditors.

Vanguard Homes, established in 2006 as the outgrowth of Anderson
Homes, will also continue building and closing homes as one of
America's only homebuilder that is Energy Star qualified, GBI
certified and built to WaterSense specifications.

Anderson Homes -- based in Cary, North Carolina -- and Vanguard,
based in Raleigh, are seeking approval from the Court to implement
procedures that would allow them to deliver free and clear titles
to ensure that ongoing home sales processes can continue without
delay.

Two related land developers, Bridgewater Land Resource and Land
Resource Group of Raleigh, also filed separate petitions, The News
& Observer reports.

"It is unfortunate that we had to take this action in the short
term," said David Servoss, president of the Company, "but we
intend to reduce overhead, seek to restructure some of our debt,
and shortly emerge from Chapter 11 a stronger company."

The Debtors aim to emerge from bankruptcy in a year, The News &
Observer reports.

Customers, homeowners, vendors and other interested parties can
reach Anderson Homes, Inc., at (919) 828-6030.   Information will
also be available at http://www.AndersonHomesNC.comand
http://www.VanguardHomesNC.com

Anderson Homes listed $17.2 million in assets and $13.7 million in
liabilities in its petition.  It disclosed between 100 and 199
creditors.  Vanguard listed $11.1 million in assets and
$9.9 million in liabilities in its petition.  It disclosed between
50 and 99 creditors.


ANDERSON HOMES: Creditors Meeting Set for April 22 in N. Carolina
-----------------------------------------------------------------
A meeting of creditors in Anderson Homes, Inc., and its debtor-
affiliates' Chapter 11 cases is scheduled for April 22, 2009, at
10:00 a.m., at USBA Creditors Meeting Room, Two Hannover Square,
Room 610, 434 Fayetteville Street Mall, Raleigh, North Carolina.

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

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

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc. and
its debtor-affiliates filed for Chapter 11 protection on March 16,
2009, (Bankr. E. D. N.C. Lead Case No.: 09-02062).  Gerald A.
Jeutter, Jr., Esq. and John A. Northen, Esq. at Northen Blue, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
listed total assets of $17,190,001 and total debts of $13,742,840.


ARVINMERITOR INC: Weak Credit Metrics Cue Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., to Caa1 from
B2.  In a related action, the rating of the senior secured
revolving credit facility was lowered to B1 from Ba2, and the
rating of the senior unsecured notes was lowered to Caa2 from B3.
ArvinMeritor's Speculative Grade Liquidity Rating also was lowered
to SGL-4 from SGL-3.  The outlook is negative.

The downgrade of ArvinMeritor's Corporate Family Rating to Caa1
reflects the weak credit metrics and tightening liquidity the
company is expected to experience over the near term as a result
of the deterioration in its end markets.  The recessionary global
economic environment is expected to result in weak demand for the
commercial vehicle components that represent about 67% of the
company's revenue base.  Weak ton-miles driven, and tight credit
markets are expected to drive lower purchases of new vehicles by
commercial vehicle operators over the near-term.  ArvinMeritor's
light vehicle segment also will continue to experience lower
original equipment demand as consumers defer automotive purchases
due to concerns over weak global economies and employment
outlooks.  These conditions will result in ArvinMeritor generating
credit metrics consistent with the Caa level over the
intermediate-term and will pressure the company's operating
flexibility as financial covenant cushion weakens under the senior
secured credit facility.

The negative outlook considers the challenges ArvinMeritor will
face in implementing restructuring actions rapidly enough to
address the deterioration in its businesses and the potential
risks of its liquidity profile if the rate of cash consumption in
the business cannot be stemmed.  The negative outlook also
considers the risk of financial covenant violations under the
company's senior secured revolving credit facility over the near-
term.

ArvinMeritor's Speculative Grade Liquidity rating of SGL-4
indicates weak liquidity over the next twelve months. As of
December 30, 2008, the company had approximately $158 million of
cash on hand.  Moody's anticipates that the continuing
deterioration in the company's end markets will likely result in
significant negative free cash flow over the next twelve months.
ArvinMeritor's $700 million revolving credit facility had
approximately $103 million of funding at December 31, 2008, with
$38 million of LCs outstanding.  The facility matures in June
2011.  Moody's believes there are a number of cash uses over the
next twelve months, including the potential run off of the
company's securitization/factoring facilities.  If current market
conditions continue to deteriorate, the company may be required to
refinance some of the outstanding securitizations/factoring
arrangements with its revolving credit facility or with cash,
limiting current liquidity levels.  The principal financial
covenant is a senior secured leverage test at each quarter-end of
2.5 times through March 31, 2009, and 2.0 times thereafter.
Reduced operating performance due to industry pressures, combined
with any additional revolver funding, will likely pressure
covenant cushions over the near-term.  The revolving credit is
secured by a first lien on certain assets of the company of about
$688 million of the company's assets, primarily consisting of
eligible domestic U.S. accounts receivable, inventory, plant,
property and equipment, intellectual property and the company's
investment in all or a portion of certain of its wholly-owned
subsidiaries.  Negative covenants under the revolver limit both
annual and cumulative amounts of asset sales.

These ratings are lowered:

  -- ArvinMeritor, Inc.

  -- Corporate Family Rating, to Caa1 from B2;

  -- Probability of Default, to Caa1 from B2;

  -- Senior secured bank debt, to B1 (LGD1, 10%) from Ba2 (LGD1,
     7%);

  -- Senior unsecured notes, to Caa2 (LGD4, 64%) from B3 (LGD4,
     61%);

  -- Shelf unsecured notes, to (P)Caa2 (LGD4, 64%) from (P)B3
     (LGD4, 61%);

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

Arvin International PLC

  -- Unsecured notes guaranteed by ArvinMeritor, Inc., to (P)Caa2
     (LGD4, 64%) from B3 (LGD4, 61%)

The last rating action on ArvinMeritor was on January 13, 2009
when the Corporate Family Rating was lowered to B2 and left under
review for further downgrade.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers as well as certain
aftermarkets.  Revenues in fiscal 2008 were approximately
$7.2 billion.


ASARCO LLC: Balks At AMC's New Request Regarding Tax Sharing Pact
-----------------------------------------------------------------
ASARCO LLC does not want to decide at this time as to whether to
assume or reject a tax sharing agreement with Asarco Incorporated,
its parent.  ASARCO LLC has filed with the U.S. Bankruptcy Court
for the Southern District of Texas an objection to the request by
Asarco Inc. and Americas Mining Corporation that it be compelled
to make a decision on the agreement.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that the Parent has not carried its burden of
establishing a basis to shorten the time period in which the
Debtors must assume or reject the TSA.

If ASARCO LLC immediately assumes the TSA, any and all future
obligations under the TSA automatically become administrative
expenses of the bankruptcy estates, Mr. Kinzie says.  Thus, he
notes, a premature decision to assume would adversely affect all
parties-in-interest.

On the other hand, if ASARCO LLC prematurely decides to reject
the TSA now and later determines that the TSA is the sole source
of its entitlement to the tax refund, then ASARCO LLC would stand
to lose more than $50,000,000, Mr. Kinzie argues.  Hence, the
renewed request to compel should be denied, he asserts.

               Parties Agree to a Protective Order

ASARCO LLC, the Official Committee of Asbestos Claimants, the
Official Committee of Unsecured Creditors, the Future Claims
Representative, Americas Mining Corporation, ASARCO Incorporated,
Enthone Inc., EI Liquidation, Inc., and OMI International
Corporation stipulate to the entry of a protective order, which
will apply to all information produced by the Parties or a third
party in the consolidated adversary proceeding relating to the TSA
between ASARCO LLC and the Parent.

Pursuant to the stipulation, a producing party may designate as
"Confidential" any of its discovery material that it believes in
good faith constitutes, contains, reveals, or reflects non-
public, proprietary or confidential business, technical, or
financial information, including trade secrets, business
strategies, marketing research, tax information, proprietary
contracts, competitive analyses, costs, pricing, market
development and planning, salaries and other employment terms,
strategic plans, and analysis and discussion concerning possible
business combinations.

            Court Refuses to Issue Protective Order

Meanwhile, the Court denied Americas Mining's request for a
protective order concerning a request by Montana Resources, Inc.,
for ASARCO LLC to produce certain documents designated by AMC as
confidential in an unrelated litigation.  The Court also directed
ASARCO to produce the requested documents immediately.

AMC had argued that MRI's request for AMC's confidential documents
is improper for a number of reasons, including that it is
premature to allow MRI to begin taking discovery of AMC by
propounding extremely broad requests on ASARCO LLC to produce
documents that AMC produced in an unrelated litigation.

MRI insisted that, among other things, it is entitled to take
"discovery [from ASARCO] regarding any non-privileged matter that
is relevant to any party's claim or defense," citing Rule 26(b)
of the Federal Rules of Civil Procedure.

               District Court Wants Update on Notes

In another development, Judge Andrew S. Hanen of the U.S. District
Court for the Southern District of Texas asks parties of ASARCO
LLC's Adversary Complaint on the Southern Peru Copper Corporation
transfers to apprise him of the current status of the $100 million
promissory note made by Americas Mining in favor of the United
States, and the $123,250,000 promissory note made by AMC in favor
of Southern Peru Holdings Corporation.

The District Court seeks to know the status of the payments that
have been made and of any outstanding payments still due and
owing, including the date and amount paid of any past payments
and the date due, and amount due of all outstanding payments.

"The [District] Court would prefer a joint letter, if possible,
but will take separate submissions, if necessary," Judge Hanen
says.  He directs the parties to submit the required information
by March 25, 2009.  He also asks for the cooperation of all
attorneys representing the United States in the Debtors'
bankruptcy cases.

                         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: Environmental Settlement Pacts Will Be Heard in May
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
commence a hearing on May 18 and 19, 2009, to consider ASARCO
LLC's request to enter into various environmental settlement
agreements:

  * The Amended Settlement Agreement regarding Miscellaneous
    Federal and State Environmental Sites, among the United
    States, ASARCO, the States of Arizona, Colorado, New
    Jersey, Oklahoma and Washington, and the New Jersey
    Department of Environmental Protection;

  * The Amended Consent Decree and Settlement Agreement
    establishing a Custodial Trust for Certain Owned Sites in
    Alabama, Arizona, Arkansas, Colorado, Illinois, Indiana,
    New Mexico, Ohio, Oklahoma, Utah and Washington, among the
    United States, ASARCO, ASARCO Master, Inc., AR Sacaton,
    LLC, CAPCO, Alta Mining and Development Company, the
    States of Alabama, Arizona, Arkansas, Colorado, Illinois,
    Indiana, New Mexico, Ohio, Oklahoma, Utah and Washington,
    LePetomane XXV, solely in its representative capacity as
    trustee of the custodial trust, and St. Paul Travelers;

  * The Consent Decree and Settlement Agreement regarding the
    Montana Sites, among the United States, the State of
    Montana, ASARCO LLC, ASARCO Consulting, Inc., American
    Smelting and Refining Company, ASARCO Master Inc., and the
    Montana Environmental Trust Group, LLC, solely in its
    representative capacity as trustee of the custodial trust;

  * The Consent Decree and Settlement Agreement establishing a
    Custodial Trust for the Owned Smelter Site in El Paso,
    Texas and the Owned Zinc Smelter Site in Amarillo, Texas,
    among the United States, the State of Texas, ASARCO LLC
    and American Smelting and Refining Company; and

  * The Amended Settlement Agreement and Consent Decree
    regarding Residual Environmental Claims for the Coeur
    D'Alene, Idaho, Omaha, Nebraska, and Tacoma, Washington
    Environmental Sites, among the United States, the States
    of Washington and Nebraska, and ASARCO.

Copies of the agreements can be obtained for free at:

http://bankrupt.com/misc/ASARCO_Settlement_MontanaSites.pdf
http://bankrupt.com/misc/ASARCO_Settlement_MiscellaneousSites.pdf

http://bankrupt.com/misc/ASARCO_Settlement_Coeur_d%27Alene_Sites.p
df
http://bankrupt.com/misc/ASARCO_Settlement_AlabamaEtAl.pdf

Deadline for filing objections to the Debtors' request is April 6.

Since the Petition Date, the Debtors have addressed numerous
complex issues involving thousands of claims against their
bankruptcy estates, including filing and prosecuting claims
objections, motions to estimate, and conducting estimation
hearings.  A significant number of those claims involve
environmental liabilities.

ASARCO LLC has, for over 100 years, been engaged in the mining,
smelting, and refining businesses.  As a result of its historical
activities, ASARCO acquired potential responsibility for
liabilities arising under environmental law at over 100 sites,
asserted in proofs of claim filed by the federal government as
well as many state governments, Indian tribes, and private
parties.

When analyzed to eliminate obvious duplication, the proofs of
claim assert approximately $6.5 billion in determined amounts,
with a significant number of additional claims in "undetermined"
amounts.  The Environmental Claims would create an unsecured
class too ill-defined to achieve confirmation of a plan of
reorganization unless the vast majority of them were resolved
either through estimation by the Court or settlement, the Debtors
contend.

ASARCO has thus asked the Court to estimate the Environmental
Claims in January 2007, and after extensive negotiations with
federal and state governments and potentially responsible
parties, the Court entered in March 2007, a case management order
establishing agreed-upon procedures for estimation of ASARCO's
Environmental Claims at 21 sites, including past and future
response and natural resource damage claims, but excluding toxic
tort, property damage, and similar claims.

The asserted liabilities at the Sites accounted for approximately
$6 billion of the $6.5 billion in Environmental Claims.  The CMO
divided the Covered Sites into five groups, and set discovery and
trial timetables for each group.

As a result of the process initiated by the CMO, settlements were
reached prior to scheduled estimation hearings as to all or part
of 19 environmental sites, whereby $3 billion of Environmental
Claims were resolved for approximately $529 million in allowed
unsecured claims or cash.  Three estimation hearings were held
as to the Omaha, Nebraska site, and portions of the Coeur
d'Alene, Idaho, and Tacoma, Washington sites, which represent
approximately $3 billion of the Environmental Claims.

Towards the end of the schedule established by the CMO, mediation
was held in connection with estimation of the asbestos-related
claims against the Asbestos Subsidiary Debtors.  On the later
part of 2007 through early 2008, mediation before Judge Elizabeth
W. Magner was held for the estimation of the Derivative Asbestos
Claims.  The focus of the discussions quickly expanded from the
Derivative Asbestos Claims against the Asbestos Subsidiary
Debtors to encompass a consensual plan of reorganization, and
Judge Magner began a dialogue between ASARCO and its key
constituencies.

The discussions ultimately resulted in development of an
agreement in principle regarding the Debtors' environmental
liabilities, which provided the framework for the Debtors' plan
of reorganization.  At that time, the Debtors and the U.S.
Department of Justice asked the Court to defer hearings and
ruling on the Residual Environmental Claims.  The agreement in
principle was incorporated into the proposed plan filed by the
Debtors on July 31, 2008, as amended on September 12 and 25,
2008.  The Plan, among other things, divided the Environmental
Claims into three classes -- (1) the Previously Settled
Environmental Claims; (2) the Miscellaneous Federal and State
Environmental Claims; and (3) the Residual Environmental Claims.
The Plan also provided for certain property of the Debtors to be
transferred to environmental custodial trusts, which would be
funded with sufficient cash to pay for remediation and
restoration costs and for administration costs of the trusts.

A key component of the Plan was the sale of substantially all of
ASARCO's operating assets to Sterlite (USA) Inc. for
$2.6 billion.  Under the Plan, the proceeds from the sale to
Sterlite, along with the Debtors' distributable cash, would have
been used, among other things, to satisfy creditors' claims and
fund various trusts to be created pursuant to the Plan.  After
other unsecured creditors were paid the principal amounts due on
their claims, the class of Residual Environmental Claims and the
asbestos trust were to receive $750 million each along with
interests in a litigation trust that would be vested with various
pending causes of action.

Sterlite, however, informed ASARCO in October 2008, that it could
not close the asset sale without a material price reduction due
to the downturn in the global financial markets.  ASARCO
nevertheless sought to explore other options and ultimately,
entered into a new agreement with Sterlite for a sale of its
operating assets for $1.7 billion.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that the Debtors continue to believe that the best way to
reach their goal to maximize value of their Assets and negotiate
the Plan's confirmation is through a settlement with their
creditors.

The salient terms of the Environmental Settlement Agreements are:

  (a) owned, non-operating sites with identified environmental
      issues are to be placed into environmental custodial
      trusts along with approximately $233.8 million for
      remediation and closure costs and $27.5 million for
      administration costs of the trusts;

  (b) environmental claims relating to the vast majority of
      previously unresolved state and federal environmental
      claims will be allowed as unsecured claims, totaling
      approximately $100 million; and

  (c) environmental claims of the United States and the states
      of Nebraska and Washington relating to the Residual
      Environmental Settlement Sites will be allowed as
      administrative claims, totaling approximately $14 million,
      and unsecured claims, totaling approximately $736 million.

The Environmental Claims either have been the subject of
estimation hearings, which provided a thorough examination of the
legal and factual complexities of the claims, or were the product
of arm's-length negotiations, Mr. Kinzie says.  He asserts that
the proposed resolutions of all the claims are reasonable, fair
and equitable.

In a news statement on Monday, Montana Gov. Brian Schweitzer and
Attorney General Steve Bullock said the final agreement reached
and signed by the parties provides $138 million to clean up
industrial and mining sites owned by ASARCO. The agreement
provides funding for cleanup of groundwater and soils contaminated
by decades of lead smelting in East Helena.  The agreement will
also provide funding for the cleanup of additional ASARCO-owned
property at the Upper Blackfoot River, Iron Mountain and the Black
Pine/Combination Mining District sites.

The cleanup will be directed by the Montana Department of
Environmental Quality, the Montana Department of Justice, the
U.S. Environmental Protection Agency and U.S. Forest Service.

In addition, the state will receive a $5 million unsecured claim
for natural resource damages occurring in East Helena and 232
acres of land to be used for public recreation and wildlife
habitat.

The settlement agreement is part of ASARCO's Third Amended Joint
Plan of Reorganization filed March 16, 2009.  Under the proposed
plan, Sterlite, a subsidiary of an Indian mining company, will buy
ASARCO's operating properties in Arizona and Texas for an
estimated $1.3 billion.  With those funds and additional cash on
hand, ASARCO will pay creditors in the bankruptcy, including
environmental claims, across the country.

It is expected that the $138 million will be paid in full because
it is for the cleanup of ASARCO-owned property.  Other creditors
may not be paid in full but could receive about 65 cents on the
dollar.

                         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: Amends Plan for 3rd Time to Include New Sterlite Bid
----------------------------------------------------------------
ASARCO LLC and its debtor affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of Texas their Third
Amended Joint Plan of Reorganization and accompanying Disclosure
Statement on March 16, 2009.

ASARCO LLC Chief Executive Officer Joseph F. Lapinsky relates
that the Third Amended Plan contemplates that sale of
substantially all of ASARCO LLC's operating assets to Sterlite
(USA), Inc., pursuant to a renewed sale and purchase agreement
among the parties dated March 6, 2009.  Sterlite USA is the
purchaser of the Assets and Sterlite Industries (India) Ltd.
serves as guarantor of the purchaser's obligations under the Sale
Agreement.  ASARCO also seeks to subject the New Sterlite PSA to
higher and better acquisition proposals.

The previous versions of ASARCO LLC's Chapter 11 Plan also
embodied the sale of its assets to Sterlite.  However, as widely
reported, Sterlite backed out from its initial $2.6 billion offer
for ASARCO's assets in October 2008, citing reduced copper prices
and unstable market conditions.

Sterlite has renewed its interest in ASARCO LLC and has recently
committed to acquire the ASARCO operating assets pursuant to
these terms:

(a) $1.1 billion in cash payment;

(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 Third Amended Plan also provides for the distribution of sale
proceeds to allowed claim holders, the creation of an Asbestos
Trust, and the imposition of a Section 524(g) injunction.

Mr. Lapinsky discloses that majority of the proceeds from the
sale to Sterlite, together with distributable cash and subsequent
distributions, will be paid to holders of allowed claims largely
in accordance with priorities established by the Bankruptcy Code:

  -- Holders of Administrative Claims, Priority Tax Claims and
     Priority Claims will be paid the allowed amount of their
     Claims.

  -- Holders of Secured Claims, at the applicable Debtor's
     option, will be either paid the allowed amount of their
     claims with any applicable postpetition interest or
     reinstated.

  -- Holders of Convenience Claims will be paid the allowed
     amount of their claims.

  -- Holders of Allowed General Unsecured Claims and the
     Asbestos Trust, on behalf of demands and holders of
     Unsecured Asbestos Personal Injury Claims, will receive pro
     rata distributions of all remaining Available Plan Funds
     as well as the Litigation Trust Interests.

  -- Holders of Late-Filed Claims, Subordinated Claims, and
     Interests will not receive or retain any property under the
     Plan on account of their claims and interests.

An Asbestos Trust will be established for the benefit of
Unsecured Asbestos Personal Injury Claims and Demands.  In
addition to the Plan Consideration, the Asbestos Trust will also
receive the Asbestos Insurance Recoveries and 100% of the
interests in Reorganized Covington Land Company.

Moreover, the ASARCO Protected Parties will be protected from all
Asbestos PI Claims and Demands by a channeling injunction
pursuant to Section 524(g) of the Bankruptcy Code, which will
channel those Claims to the Asbestos Trust.

Reorganized ASARCO and the Plan Administrator will (i) make
distributions pursuant to the Third Amended Plan, (ii) prosecute
objections to claims, and (iii) supervise the liquidation of the
Debtors' remaining assets.

                Designation & Treatment of Claims

Under the Third Amended Plan, disputed claims have been
classified into 10 classes plus the category on Administrative
Claims and Priority Tax Claims.  The Second Amended Plan
classified 14 Classes of Claims.  Certain class claim
descriptions and claim treatment were also modified.

The new claim designations and corresponding claim treatment are:

Class  Description        Treatment & Recovery
-----  -----------        --------------------
N/A   Administrative     Allowed claims will generally receive
       Claims             allowed amount of claim, in cash, on
                          the Plan's effective date, except as
                          otherwise provided in the Plan.

                          Est. Aggregate Amt: $423MM to $732MM
                          Est. Recovery: 100%

N/A   Priority Tax       Holders will receive the claims'
       Claims             allowed amount, in cash, on the
                          Effective Date.

                          Est. Aggregate Amt: $4MM
                          Est. Recovery: 100%

  1    Priority Claims    Holders will receive the allowed
                          amount in cash, on the Effective Date,
                          or, if later, the date on which a
                          Priority Claim becomes due in the
                          ordinary course.

                          Status: Unimpaired
                                  Deemed to accept the Plan
                                  Not entitled to vote

                          Est. Aggregate Amt: De Minimis
                          Est. Recovery: 100%

  2    Secured Claims     Holders will, at the election of the
                          Debtors, either (a) receive the
                          allowed amount, with postpetition
                          interest, in Cash, on the later of the
                          Effective Date or the date that the
                          Secured Claim becomes due in the
                          ordinary course, or (b) be Reinstated
                          on the Effective Date.

                          Status: Holders will vote, but only
                                  the votes of claimants whose
                                  claims will be Reinstated will
                                  be counted.

                          Est. Aggregate Amt: $28MM to $33MM
                          Est. Recovery: 100%

  3    General            Holders will receive pro rata share
       Unsecured Claims   of Plan Consideration, consisting of
                          Cash and Litigation Trust Interests.

                          Status: Impaired/Entitled to vote

                          Est. Aggregate Amt: $2.1B to $2.4B
                          Est. Recovery: 60% to 75%, (assuming
                                         the Class 4 Claims are
                                         allowed in the amount
                                         of $750 million), plus
                                         Litigation Trust
                                         Interests

  4    Unsecured          Will be channeled to the Asbestos
       Asbestos           Trust, and processed, liquidated, and
       Personal           paid pursuant to the terms and
       Injury             provisions of the Asbestos TDP and the
       Claims             Asbestos Trust Agreement.

                          The Asbestos Trust will receive:

                          (a) the Asbestos Trust's Pro Rata
                              share of Plan Consideration,
                              consisting of Cash and Litigation
                              Trust Interests;

                          (b) the Asbestos Insurance Recoveries;
                              and

                          (c) 100% of the interests in
                              Reorganized Covington.

                          Status: Impaired/Entitled to vote

                          Est. Aggregate Amt: More than
                                              $1.3B to $2.1 B

                          Est. Recovery: 60% to 75% (assuming
                                         the Class 4 Claims are
                                         allowed in the amount
                                         of $750 million), plus
                                         Litigation Trust
                                         Interests

  5    Convenience        Holders will generally receive the
       Claims allowed     amount of the claim, in Cash, on the
                          Effective Date.

                          Status: Unimpaired
                                  Deemed to accept the Plan
                                  Not entitled to vote

                          Est. Aggregate Amt: to be determined
                          Est. Recovery: 100%

  6    Late-Filed         Holders will not receive or retain any
       Claims             property under the Plan on account of
                          the Late-Filed Claims

                          Status: Impaired
                                  Deemed to reject the Plan

                          Est. Aggregate Amt: $4MM to $15MM
                          Est. Recovery: 0%

  7    Subordinated       Holders will not receive or retain any
       Claims             property under the Plan on account of
                          the claims.

                          Status: Impaired
                                  Deemed to reject the Plan
                                  Not entitled to vote

                          Est. Aggregate Amt: to be determined
                          Est. Recovery: 0%

  8    Interests in       Interests are cancelled, and holders
       ASARCO             will not receive or retain any
                          property under the Plan on account of
                          the Interests.

                          Status: Impaired
                                  Deemed to reject the Plan
                                  Not entitled to vote

                          Est. Aggregate Amt: N/A
                          Est. Recovery: 0%

  9    Interests in       Interests are cancelled, and holders
       Asbestos           will not receive or retain any
       Subsidiary         property under the Plan on account of
       Debtors            the Interests

                          Status: Impaired
                          Deemed to reject the Plan/
                          Not entitled to vote

                          Estimated Aggregate Amount: N/A

                          Estimated Recovery: 0%

10    Interests in       Interests are cancelled, and holders
       Other Subsidiary   will not receive or retain any
       Debtors            property under the Plan on account of
                          the Interests.

                          Status: Impaired
                                  Deemed to reject the Plan
                                  Not entitled to vote

                          Est. Aggregate Amt: N/A
                          Est. Recovery: 0%

Sources of payments to be made to the Claimants under the Third
Amended Plan include the Debtors' cash, which could total as much
as $1,250,000,000 and the Available Plan Sales Proceeds, which
are expected to total $1,276,600,000, with the present value of
the Sterlite's Note calculated using a 15% discount rate and a
copper price of less than $6,000 per ton.  The cash estimate,
however, may change materially if actual results are less than
projected results.

All distributions on account of Allowed Bondholders' Claims will
be made (i) to the respective Indenture Trustee for the
particular issue of Bonds, or (ii) with the prior written consent
of the Indenture Trustee, through the facilities of Depository
Trust Company, if applicable.  If a distribution is made to the
Indenture Trustee, it will administer the distribution in
accordance with the Third Amended Plan and the Indenture, and
will be compensated for all of its services and disbursements
related to the distributions.

An Indenture Trustee will not be required to give any bond,
surety, or other security for the performance of its duties with
respect to the administration and implementation of
distributions, which will be subject to the right of the
Indenture Trustee to exercise its Charging Lien for any unpaid
fee claims.

                         More Disclosures

The Third Amended Plan is also updated on matters relating to the
Debtors' business operations and the bankruptcy cases, including:

  -- the termination of ASARCO's efforts to re-open a smelter in
     El Paso, Texas;

  -- the retention of Barclays Capital as financial advisor and
     investment banker to the Debtors;

  -- the Debtors' request to implement a procedure to set cure
     amounts on executory contracts and unexpired leases to be
     assumed by a Debtor in accordance with Sections
     365(b)(1)(A), 1123, and 105(a) of the Bankruptcy Code;

  -- the Debtors' request seeking approval of procedures and
     deadlines in connection with their objections to
     administrative claims;

  -- resolution on certain of the Debtors' workers compensation
     claims;

  -- the Debtors' negotiations with the Future Claims
     Representative, the Official Committee of Asbestos
     Claimants, and the Asbestos Subsidiary Committee of a
     global resolution of all asbestos-related liabilities
     against all Debtors, which would provide for the
     establishment of an Asbestos Trust, and the channeling of
     the Unsecured Asbestos Personal Injury Claims and Demands
     to the Asbestos Trust, among other things;

  -- the entry of the Debtors, the federal government, and
     various state governments into global environmental
     settlements; and

  -- updates on the Debtors' adversary proceedings.

Full-text copies of the Third Amended Plan and Disclosure
Statement are available for free at:

   http://bankrupt.com/misc/ASARCO_3rd_DisclosureStatement.pdf

   http://bankrupt.com/misc/ASARCO_3rd_Chapter11Plan.pdf

                    Plan-Related Schedules

The Debtors have urged Judge Richard Schmidt to establish certain
deadlines related to the hearings on the Third Amended Disclosure
Statement approval and Plan confirmation.  The Debtors propose
this timeline:

  April 17, 2009   Deadline to file Disclosure Statement
                   objections

  April 28, 2009   Disclosure Statement hearing

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

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

  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 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

                         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: Hearing to Approve Sterling Settlement Set April 13
---------------------------------------------------------------
The hearing on the ASARCO LLC and certain of its subsidiaries'
motion for the approval of the New Purchase and Sale agreement and
settlement with Sterlite (USA), Inc. will be held on
April 13, 2009, at 10:00 a.m. Central Time before the U.S.
Bankruptcy Court for the Southern District of Texas.

Objections to the motion must be filed with the Bankruptcy Court
no later than April 1, 2009, at 4:00 p.m. Central Time.

As reported in the Troubled Company Reporter on March 17, 2009,
the New Sterlite PSA, which will be implemented under the amended
plan of reorganization that the Debtors filed on March 16, 2009,
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.

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

                         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)


AVENTINE RENEWABLE: E&Y Has Going Concern Doubt; Waiver Ends April
------------------------------------------------------------------
"There is substantial doubt as to our ability to continue as a
going concern," Aventine Renewable Energy Holdings, Inc., said in
its annual report on Form 10-K for the year ended December 31,
2008.

Ernst & Young LLP, as independent public account, has expressed
substantial doubt about the Company's ability to continue as a
going concern, because of these conditions (i) Aventine has
incurred substantial losses from operations and has experienced a
significant reduction in available liquidity in recent quarters,
(ii) the Company is dependent on its revolving credit facility,
which availability is upon maintenance of certain collateral
levels, (ii) the Company is in default of its debt covenants on
the senior unsecured fixed rate notes; payment of these notes may
be accelerated unless the default is cured.

The Company told the Securities and Exchange Commission that as a
result of ethanol industry conditions that have negatively
affected its business, it does not currently have sufficient
liquidity to meet our anticipated working capital, debt service
and other liquidity needs.  "In particular, we do not expect to
have adequate liquidity to satisfy the $15 million interest
payment due on April 1, 2009 on our outstanding senior unsecured
10% fixed-rate notes or the $24.4 million due to our EPC
contractor, Kiewit Energy Company.  In addition, we are currently
in default under our outstanding 10% fixed-rate notes which
permits the holders thereof to accelerate the $300 million
principal amount thereof upon 60 days notice.  The default under
our 10% fixed rate notes constitutes an event of default under our
secured revolving credit facility, which has been waived by
lenders under our secured revolving credit facility until
April 15, 2009."

As of March 12, 2009, $22.2 million in letters of credit and
$16.5 million in revolving loans were outstanding under the
amended secured revolving credit facility.  After giving effect to
the recent amendment to our secured revolving credit facility, the
Company had $0.7 million of cash and $6.6 million of additional
borrowing availability thereunder as of such date.  All of its
cash receipts are automatically applied to reduce amounts
outstanding under our amended secured revolving credit facility
and to cash collateralize our letters of credit.  "As we continue
to reduce the number of gallons of ethanol we sell and hold in
inventory, working capital available to support borrowings under
our secured revolving credit facility will reduce
proportionately," Aventine said.

Aventine added that the amendment to its secured revolving credit
facility requires it to successfully complete an exchange offer of
our outstanding senior unsecured 10% fixed-rate notes for a like
principal amount of a new series of "pay-in-kind" notes.  It
expects the "pay in kind" notes to (i) require no cash interest
prior to April 1, 2010, (ii) require an increase in the interest
rate to 12% per annum and (iii) grant a second lien on
substantially all of its assets which must be contractually
subordinated to the obligations under our secured revolving credit
facility.  In addition, to encourage holders of its senior
unsecured 10% fixed-rate notes to participate in the exchange
offer, it expect to need to offer the holders of our senior
unsecured 10% fixed-rate notes 8.4 million shares of its common
stock (representing approximately 19.9% of our currently
outstanding shares of common stock).  Failure to have the holders
of 80% of the existing senior unsecured 10% fixed-rate notes
commit to participate in the exchange by March 31, 2009 or the
failure to consummate the exchange for 90% of the existing senior
unsecured 10% fixed-rate notes by April 15, 2009 would be an event
of default under its secured revolving credit facility.

"Even if we are successful with the senior unsecured 10% fixed-
rate note exchange offer, we do not expect to have sufficient
liquidity to meet anticipated working capital, debt service and
other liquidity needs during the current year unless we experience
a significant improvement in ethanol margins or obtain other
sources of liquidity," the Company further stated.  It noted that
based on the current spread between corn and ethanol prices, the
industry is operating at or near breakeven cash margins.

On Monday, the Company reported a net loss of $47,096,000 on
$2,248,301,000 of net sales for 2008, compared with a net profit
of $33,799,000 on $1,571,607,000 of net sales the year before.  As
of December 31, 2008, the Company had $799.4 million in total
assets and $490.6 million in total liabilities.

In addition, although the Company suspended construction at both
Aurora West and Mt. Vernon during the fourth quarter, it continues
to have construction payment obligations to Kiewit.  On March 9,
2009, the Company received a notice from Kiewit cancelling the
engineering, construction and procurement contracts for Aurora
West and Mt. Vernon, referencing its failure to make a recent
payment under the change order agreements dated December 31, 2008.
As a result, all remaining payments due to it and its sub-
contractors totaling $24.4 million at February 28, 2009 are due
and payable.  The Company said it is currently engaged in
discussions with Kiewit to negotiate a payment schedule that falls
within the economic constraints with which we are currently
operating.

Because its obligations to Kiewit are past due, the liens securing
these obligations violate the terms of its 10% fixed rate notes
and constitute a default thereunder.  Unless such default is cured
through payment, the release of the liens, a negotiated resolution
or otherwise, the holders of our 10% fixed rate notes may
accelerate the $300 million principal amount thereof upon 60 days
notice.  In addition, the default under its 10% fixed rate notes
constitutes an event of default under its secured revolving credit
facility, which is our only current source of liquidity. We have
obtained a waiver from the lenders under its secured revolving
credit facility until April 15, 2009.  Any foreclosure on such
liens by Kiewit would constitute an event of default under our
amended secured revolving credit facility that is not covered by
the waiver.

The Company says it remains contractually obligated to complete
the suspended plants at Aurora and Mt. Vernon as well as an
additional plant at Mt. Vernon capable of producing 110 million
gallons of ethanol annually and may incur significant penalties
because of its failure to complete these facilities as previously
scheduled.

"Although we are actively pursuing a number of liquidity
alternatives, including seeking additional debt and equity
financing and a potential sale of all or part of the company,
there can be no assurance we will be successful.  If we cannot
obtain sufficient liquidity in the very near-term, we may need to
seek to restructure under Chapter 11 of the U.S. Bankruptcy Code."

                     About Aventine Renewable

Based in Pekin, Illinois, Aventine Renewable Energy Holdings,
Inc., produces and markets ethanol.  It owns and operates a corn
wet milling plant in Pekin, Illinois and a corn dry milling plant
in Aurora, Nebraska.  Its facilities have a total production
capacity of 150 million gallons of ethanol per year.  It markets
and distributes ethanol to many energy companies in the U.S.,
including BP Products North America, Inc., ConocoPhilips Co.,
Chevron Corp., Shell Oil Products US, Marathon Petroleum Co. and
Valero Marketing and Supply Co.  It has distribution capabilities
and lease space where its ethanol is blended with our customers'
gasoline.  At December 31, 2008, it had a total of 346 full-time
equivalent employees, of whom 48% are represented by United
Steelworkers International Union, Local 7-662.  The Company had
$799,459,000 in assets and debts of $352,200,000 as of Dec. 31,
2008.

As reported by the TCR on March 3, Standard & Poor's has put a
'CCC+' corporate credit rating on Aventine and placed a 'CCC'
senior unsecured rating on the company with a projection that that
the debtholders would recover as much as 30% following payment
default.

Moody's Investors Service on mid-March downgraded Aventine's
Corporate Family Rating to Ca from Caa2 and the rating on its
senior unsecured notes to C from Caa3.  The downgrade follows the
company's announcement that it owes the construction contractor
(and sub-contractors) of its two incomplete ethanol plants $24.4
million plus certain costs and expenses in connection with the
early termination of the construction contracts.


AVENTINE RENEWABLE: May File for Chapter 11 Absent Add'l Funding
----------------------------------------------------------------
Aventine Renewable Energy Holdings Inc. said in a filing with the
U.S. Securities and Exchange Commission that it may have to file
for Chapter 11 bankruptcy protection if it cannot raise sufficient
cash in the very near-term.

Aventine Renewable said that it doesn't have sufficient liquidity
to meet its anticipated working capital, debt service, and other
liquidity needs.  It is actively pursuing a number of liquidity
alternatives, including seeking additional debt and equity
financing and a potential sale of all or part of the company.
There can be no assurance we will be successful.

As a result of the current poor operating environment for ethanol
production, Aventine Renewable has been accelerating its efforts
to preserve existing liquidity, and is attempting to raise
additional sources of liquidity and capital.  Aventine Renewable
has suspended construction of its expansion facilities at both Mt.
Vernon, Indiana and Aurora, Nebraska which were the largest
outflows of cash.  Aventine Renewable has also taken steps to
reduce its fixed cost structure by rationalizing and reducing the
size and scope of its distribution network.   Aventine Renewable
has taken and expects to take additional steps to preserve
liquidity which include staff reductions and other such measures.

As a result of ethanol industry conditions that have negatively
affected its business, Aventine Renewable does not currently have
sufficient liquidity to meet its anticipated working capital, debt
service and other liquidity needs.  In particular, Aventine
Renewable does not expect to have adequate liquidity to satisfy
the $15 million interest payment due on April 1, 2009, on its
outstanding senior unsecured 10% fixed-rate notes or the
$24.4 million due to its EPC contractor, Kiewit.  In addition,
Aventine Renewable is currently in default under its outstanding
10% fixed-rate notes, which permits the holders thereof to
accelerate the $300 million principal amount thereof upon 60 days
notice.  The default under its 10% fixed rate notes constitutes an
event of default under our secured revolving credit facility,
which has been waived by lenders under its secured revolving
credit facility until April 15, 2009.  As a result, the Company's
2008 financial statements include an explanatory paragraph by its
independent registered public accounting firm describing the
substantial doubt as to its ability to continue as a going
concern.  Because of the default under its 10% fixed rate notes,
Aventine Renewable has classified the entire $300 million
principal amount as a current liability in its balance sheet at
December 31, 2008.

The amount of cash and borrowings available to Aventine Renewable
under its secured revolving credit facility at the end of the
fourth quarter of 2008 declined to $23.3 million, from
$119.2 million at the end of the third quarter of 2008.  On
March 10, 2009, Aventine Renewable amended its secured revolving
credit facility.  The material terms of the amended facility
include:

     -- an initial reduction in the revolving commitment on a
        graduated scale from $200 million to $75 million, and
        reducing to $60 million on April 1, 2009 and $50 million
        on May 1, 2009, and thereafter (subject to collateral
        availability);

     -- certain adjustments to the borrowing base calculation,
        including a decrease in the fixed asset component from
        $50 million amortized at $1.8 million per quarter under
        the prior facility to $10 million, with amortization of
        $1 million per month beginning on September 1, 2009;

     -- a reduction in the availability block from $50 million to
        $2.5 million;

     -- a provision that permits the filing by the Company's
        creditors of certain precautionary liens provided they do
        not commence enforcement action;

     -- an increase in interest rates and commitment fees;

     -- a shortening of the maturity date to March 1, 2010;

     -- the deletion of a fixed charge coverage covenant;

     -- a provision that permits our independent registered
        public accounting firm to express uncertainty regarding
        the Company's ability to remain a "going concern" in
        respect of its 2008 financial statements;

     -- adjustments to certain reporting requirements; and

     -- a requirement that the Company notify the Administrative
        Agent no later than March 31, 2009, that a formal written
        agreement or irrevocable tender is in place to complete
        an exchange offer between the Company and the holders of
        at least 80% in principal amount of its senior unsecured
        10% fixed-rate notes.  The exchange offer must be
        completed with the holders of at least 90% in principal
        amount of its senior unsecured 10% fixed-rate notes by
        April 15, 2009.

As of March 12, 2009, $22.2 million in letters of credit and $16.5
million in revolving loans were outstanding under the amended
secured revolving credit facility.  After giving effect to the
recent amendment to Aventine Renewable's secured revolving credit
facility, the Company had $0.7 million of cash and $6.6 million of
additional borrowing availability thereunder as of such date.  All
of the Company's cash receipts are automatically applied to reduce
amounts outstanding under its amended secured revolving credit
facility and to cash collateralize its letters of credit.  As
Aventine Renewable continues to reduce the number of gallons of
ethanol it sells and holds in inventory, working capital available
to support borrowings under its secured revolving credit facility
will reduce proportionately.

The amendment to Aventine Renewable's secured revolving credit
facility requires the Company to successfully complete an exchange
offer of its outstanding senior unsecured 10% fixed-rate notes for
a like principal amount of a new series of "pay-in-kind" notes.
Aventine Renewable expects the "pay in kind" notes to (i) require
no cash interest prior to April 1, 2010, (ii) require an increase
in the interest rate to 12% per annum and (iii) grant a second
lien on substantially all of the Company's assets which must be
contractually subordinated to the obligations under the Company's
secured revolving credit facility.  In addition, to encourage
holders of Aventine Renewable's senior unsecured 10% fixed-rate
notes to participate in the exchange offer, the Company expect to
need to offer the holders of its senior unsecured 10% fixed-rate
notes 8.4 million shares of its common stock (representing
approximately 19.9% of its currently outstanding shares of common
stock).  There can be no assurances, however, that the required
percentage or any holders of the senior unsecured 10% fixed-rate
notes will agree to an exchange on these terms or at all.  Failure
to have the holders of 80% of the existing senior unsecured 10%
fixed-rate notes commit to participate in the exchange by March
31, 2009, or the failure to consummate the exchange for 90% of the
existing senior unsecured 10% fixed-rate notes by April 15, 2009,
would be an event of default under the Company's secured revolving
credit facility.

Even if Aventine Renewable is successful with the senior unsecured
10% fixed-rate note exchange offer, it does not expect to have
sufficient liquidity to meet anticipated working capital, debt
service and other liquidity needs during the current year unless
the Company experiences a significant improvement in ethanol
margins or obtain other sources of liquidity.  Based on the
current spread between corn and ethanol prices, the industry is
operating at or near breakeven cash margins.  Aventine Renewable
experienced negative gross margins during the second half of 2008
and expect negative gross margins to continue through the first
quarter of 2009 due in part to the Company's fixed price
obligations to purchase corn and natural gas at above current
market prices.  The current spread between ethanol and corn prices
cannot support the long-term viability of the U.S. ethanol
industry in general or the Company in particular.

Although Aventine Renewable suspended construction at both Aurora
West and Mt. Vernon during the fourth quarter, the Company
continues to have construction payment obligations to Kiewit.  On
March 9, 2009, the Company received a notice from Kiewit
cancelling the engineering, construction and procurement contracts
for Aurora West and Mt. Vernon, referencing the Company's failure
to make a recent payment under the change order agreements dated
December 31, 2008.  As a result, all remaining payments due to it
and its sub-contractors totaling $24.4 million at February 28,
2009 are due and payable.  Aventine Renewable is currently engaged
in discussions with Kiewit to negotiate a payment schedule that
falls within the economic constraints with which the Company is
currently operating.  Aventine Renewable cannot give any assurance
that it will reach an agreement with Kiewit that works within our
existing liquidity constraints.

Because Aventine Renewable's obligations to Kiewit are past due,
the liens securing these obligations violate the terms of its 10%
fixed rate notes and constitute a default thereunder.  Unless such
default is cured through payment, the release of the liens, a
negotiated resolution or otherwise, the holders of Aventine
Renewable's 10% fixed rate notes may accelerate the $300 million
principal amount thereof upon 60 days notice.  In addition, the
default under the Company's 10% fixed rate notes constitutes an
event of default under its secured revolving credit facility,
which is its only current source of liquidity.  Aventine Renewable
has obtained a waiver from the lenders under its secured revolving
credit facility until April 15, 2009.  Any foreclosure on such
liens by Kiewit would constitute an event of default under
Aventine Renewable's amended secured revolving credit facility
that is not covered by the waiver.

Aventine Renewable remains contractually obligated to complete the
suspended plants at Aurora and Mt. Vernon as well as an additional
plant at Mt. Vernon capable of producing 110 million gallons of
ethanol annually and may incur significant penalties because of
the Company's failure to complete these facilities as previously
scheduled.

Aventine Renewable recorded net gains of $17.1 million and net
losses of $0.1 million, respectively, for the full-years ended
December 31, 2008 and 2007 under "other non-operating income" in
the Condensed Consolidated Statements of Operations for the
changes in the fair value of its derivative financial instrument
positions.

Aventine Renewable recorded a loss of $4.3 million for the year-
ended December 31, 2008, relating to an investment in a marketing
alliance partner, which investment is now classified as available
for sale.

As of December 31, 2008, Aventine Renewable had total assets of
$799,459,000, total liabilities of $490,663,000, and total
stockholders' equity of $308,796.

                     About Aventine Renewable

Headquartered in Pekin, Illinois, Aventine Renewable Energy
Holdings Inc. (NYSE:AVR) -- http://www.aventinerei.com--
produces and markets ethanol in the United States, based on both
the number of gallons produced and the number of gallons sold.
Through its own production facilities, marketing alliances with
other ethanol producers and its purchase or resale operations, the
company marketed and distributed 695.8 million gallons of ethanol
during the year ended Dec. 31, 2006.  For 2006, Aventine sold
approximately 12.9% of the total volume of ethanol sold in the
United States.  The company markets and distributes ethanol to
energy companies in the United States, including Royal Dutch Shell
and its affiliates, Marathon Petroleum, BP, ConocoPhillips, Valero
Marketing and Supply Company, Exxon/Mobil, and Texaco/Chevron.  In
addition to producing ethanol, the company's facilities also
produce several co-products, such as distillers' grain, corn
gluten feed, corn germ and brewers' yeast.

As reported by the Troubled Company Reporter on March 18, 2009,
Moody's Investors Service downgraded Aventine Renewable Energy
Holdings, Inc.'s Corporate Family Rating to Ca from Caa2 and the
rating on its senior unsecured notes to C from Caa3.

According to the TCR on March 3, 2009, Standard & Poor's had put a
'CCC+' corporate credit rating on Aventine Renewable Energy
Holdings Inc., and placed a 'CCC' senior unsecured rating on the
company with a projection that that the debtholders would recover
as much as 30 percent following payment default.


BANK OF AMERICA: House Committee Asks for Merill's Bonus Records
----------------------------------------------------------------
Dan Fitzpatrick at The Wall Street Journal reports that U.S. Rep.
Edolphus Towns, chairman of the House Committee on Oversight and
Government Reform, has asked Bank of America Corp. CEO Ken Lewis
and a Merrill Lynch & Co. lawyer for records and information
relating to the $3.62 billion bonuses Merrill Lynch paid out last
year.

According to WSJ, the House Committee is trying to determine
whether it was misled about the year-end incentives.  WSJ relates
that Merrill's lawyer, Raymond Calamaro, sent a letter to the
House Committee on November 24, 2008, saying that "incentive
compensation decisions for 2008 have not yet been made," but
Merrill's compensation committee had approved the bonuses in a
vote two weeks earlier.

WSJ quoted Mr. Towns as saying, "These court filings raise the
disturbing possibility that Merrill Lynch executives may have
obstructed this committee's investigation into executive
compensation and the awarding of bonuses at the company."

WSJ relates that Mr. Towns asked Mr. Lewis to produce names of
people who prepared, discussed, reviewed or approved the letter
sent by Mr. Calamaro on November 24, including copies of any
communications about the letter between Merrill Lynch, Bank of
America, and Hogan and Hartson -- where Mr. Calamaro is a partner.

WSJ states that Bank of America has been refusing to submit to New
York Attorney General Andrew Cuomo the names of Merrill Lynch
employees who received the bonuses.  According to the report, Mr.
Cuomo is asking a New York state judge to force Bank of America to
give up the information.

Mr. Lewis received a letter from Mr. Towns but "Merrill Lynch was
an independent company in November and the person who wrote the
letter represented Merrill Lynch," WSJ quoted a Bank of America
spokesperson as saying.

With Bank of America expected to begin mailing its 2009 proxy
statement later this week, the CtW Investment Group has urged the
Securities and Exchange Commission to compel the bank to disclose
its secret bonus Agreement with Merrill Lynch.  The undisclosed
Agreement was uncovered by New York Attorney General Andrew
Cuomo's investigation into Merrill Lynch's decision to "secretly
and prematurely award approximately $3.6 billion in bonuses."
"Public outrage over AIG's $165 million in bonuses reinforces
shareholder anger at the $3.6 billion bonus fiasco perpetrated by
BAC [Bank of America] and MER [Merill Lynch] last December," said
William Patterson, the Investment Group's executive director.  "It
may be too late to recover the Merrill payouts, but shareholders
can hold accountable the Bank of America directors responsible at
the bank's upcoming director election.  The secret bonus agreement
is critical to that evaluation."

BAC has already filed a preliminary proxy statement with the SEC
for its 2009 meeting, which is scheduled for April 29 in
Charlotte.  In a letter to Shelly Parratt, Acting Director of the
SEC's Division of Corporation Finance, Mr. Patterson wrote: This
Agreement is material to Bank of America's director election since
it suggests that, contrary to management's claims, BAC was
complicit in Merrill Lynch's extraordinary 2008 bonus payments,
which are now the subject of Attorney General Cuomo's
investigation.  And it takes on added significance since we
recently informed Bank of America lead director Temple Sloan that
we intend to oppose his re-election, that of Chairman and CEO Ken
Lewis, and Corporate Governance Committee Chair Thomas Ryan at the
2009 annual meeting due to concerns relating to Bank of America's
disastrous acquisition of Merrill Lynch.

Separately, the Investment Group also called for the SEC to
investigate whether Bank of America violated federal securities
laws by failing to disclose Merrill Lynch's large fourth quarter
losses prior to the December 5, 2008 merger vote and again before
the January 1, 2009 merger closing.  Bank of America only
disclosed the losses after it received shareholder approval for
the merger, allowed Merrill Lynch to prematurely pay $3.6 billion
in bonuses via under the secret Agreement, and closed the merger.
In a letter to Robert Khuzami, Director of the SEC's Division of
Enforcement, Mr. Patterson said, "Given that the January 15
disclosure of the MER loss sent BAC's shares down 50% in three
days, erasing $30 billion in shareholder value, the SEC has an
obligation to determine when management first became aware of the
loss."

New York Attorney General Cuomo is already investigating similar
matters to determine whether Bank of America and Merrill Lynch
directors and officers violated New York's Martin Act.  "Given
significant matters of federal law in question," wrote Mr.
Patterson, "we believe it is time for the SEC to open a formal
investigation and work cooperatively with the Attorney General."
The CtW Investment Group works with pension funds sponsored by
unions affiliated with Change to Win, a coalition of unions
representing six million members.  These funds are substantial
long-term Bank of America shareholders.  During the past thirteen
months, the Investment Group has detailed its concerns regarding
risk oversight, 2008 bonus payments and Bank of America CEO
succession in various letters to the Bank of America and Merrill
Lynch boards and in meetings with directors at each firm.

                       About Bank of America

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

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

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


BANK OF AMERICA: Merrill Bonus Info Won't be Kept Confidential
--------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that New York State
Supreme Court Justice Bernard J. Fried has denied Bank of America
Corp.'s request to keep details confidential about Merrill Lynch &
Co. employees who received bonuses.

As reported by the Troubled Company Reporter on March 12, 2009,
Merrill Lynch has been under fire for paying $3.6 billion in
bonuses to 700 employees just before the merger, despite net
losses of $27 billion for the company in 2008.  New York State
Attorney General Andrew Cuomo subpoenaed Bank of America for a
list of names of names of 39,000 people who received bonuses.
Bank of America agreed to produce a list of the 200-highest
bonuses but refused to provide the names.

WSJ relates that Bank of America had asked Judge Fried to prevent
Mr. Cuomo from publicly releasing the names of individuals who
received bonuses and how much they made.  According to WSJ, Bank
of America claimed that disclosing details about who got bonuses
and how much the awards were would cause the bank harm and put it
at a competitive disadvantage.  The information was proprietary
data and some workers might leave because of privacy or security
concerns if the list were made public, WSJ states, citing Bank of
America.

Judge Fried, says WSJ, denied the motion for a protective order
modifying a subpoena by Mr. Cuomo to include a confidentiality
provision and the motion to separately intervene and put a similar
confidentiality restriction on testimony by former Merrill Lynch
CEO John A. Thain.

According to WSJ, Judge Fried ruled that Bank of America didn't
make efforts to keep compensation data confidential, other than to
urge workers not to discuss pay in the workplace.  Judge Fried
said that there is no evidence that Bank of America took measures
to prevent employees from sharing compensation information with
third parties, WSJ states.

New York's Martin Act gives Mr. Cuomo the discretion to decide
whether to keep information he gathers in the course of an
investigation secret or make it public, WSJ says, citing Judge
Fried.

WSJ quoted Bank of America spokesperson Scott Silvestri as sayng,
"We will, of course, comply with the order of the Court and turn
over the information requested.  We will continue to cooperate
with the attorney general's investigation."  Bank of America could
submit the names of those who received the bonuses as early as
Thursday, WSJ relates.

        DSP Merrill CEO to Retire, Sells Merrill Stake

John Satish Kumar at WSJ reports that DSP Merrill Lynch India
Chairperson Hemendra Kothari will retire on March 31, 2009.  He
said that he has sold his 10% stake in the company to Bank of
America, WSJ states.  The report quoted him as saying, "I have
decided to retire with effect from March 31 to pursue other
philanthropic interests, so I have sold the remaining 10% stake I
held in DSP Merrill Lynch to Bank of America."

Mr. Kothari said that his decision to retire was taken earlier,
but he waited for the merger between Merrill Lynch and Bank of
America to be smoothened out before making a public announcement,
WSJ states.

According to WSJ, DSP Merrill Lynch India President Kevan Watts
will replace Mr. Kothari.  WSJ quoted Mr. Kothari as saying,
"Kevan has been appointed country head of India for the combined
entity (DSP Merrill Lynch) and Vishwavir Ahuja continues as head
of corporate banking at Bank of America."  DSP Merrill Lynch India
was formed by DSP Financial Consultants Ltd. and Merrill Lynch and
Co., WSJ relates.  The report says that Mr. Kothari has been
leading DSP Merrill Lynch since the organization was formed in the
summer of 1984.

WSJ reports that Bank of America, through Merrill Lynch
(Mauritius) Investments Ltd. and Merrill Lynch Holdings
(Mauritius), will now hold a 99.93% stake in DSP Merrill Lynch
India.  DSP Merrill posted on its Web site that the remaining
0.07% as at March 31, 2008, was held by private corporate bodies
and Indian public shareholders.

                       About Bank of America

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

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

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


BDRV MEZZ: Auction for Interests in Black Diamond Set for March 27
------------------------------------------------------------------
Madeleine L.L.C. will sell at a public auction on March 27, 2009,
at 10:00 a.m. (Eastern Time) BDRV Mezz LLC's 100% membership
interests in Black Diamond Resorts - Vail LLC, at Katten Muchin
Rosenman LLP, 575 Madison Avenue, New York, NY 10022-2585.  Black
Diamond Resorts - Vail LLC is the developer of the Four Seasons
Resort in Vail, Colorado.

Pursuant to the Loan Agreements, BDRV Mezz is indebted to
Madeleine L.L.C. for amounts totaling in excess of $41 million.

The collateral will be sold only as a block to a single purchaser
that makes the highest and best bid at the auction.

For further information concerning the sale, please contact the
attorney for Lender:

     Andrew D. Small, Esq.
     Katten Muchin Rosenman LLP
     525 West Monroe Street
     Chicago, IL 60661
     Tel: (312) 902-5489


BEARINGPOINT INC: Delays Filing of Annual Financial Report
----------------------------------------------------------
Jeff Clabaugh at Washington Business Journal reports that
BearingPoint Inc. said that it failed to file its annual financial
report for 2008 with regulators by the March 16 deadline due to
the burdens associated with the Chapter 11 filing and financial
and liquidity issues.

According to Business Journal, BearingPoint said that the
management has been focused on talks with creditors and
reorganization plans.

BearingPoint, says Business Journal, expects that its auditor will
include a statement indicating substantial doubt about the
Company's ability to continue as a going concern due to
uncertainties related to the bankruptcy process.

Business Journal relates that under agreements reached with
creditors in February 2009, an existing $300 million loan will be
replaced with a new term loan of about $300 million.  According to
the report, the remaining $700 million in debt will be exchanged
for preferred and common stock in a reorganized BearingPoint.

BearingPoint is seeking the bankruptcy court's permission to pay
top-level executives millions of dollars in retention bonuses to
keep them on board during reorganization, Business Journal
reports.

                      About BearingPoint Inc.

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

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

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


BERNARD L. MADOFF: Prosecutors Eyeing Jewelry as Forfeiture
-----------------------------------------------------------
Chad Bray at The Wall Street Journal reports that prosecutors said
that they will seek additional assets as forfeiture from Bernard
Madoff and his wife, Ruth.  Those assets would include more than
$2.6 million of Mrs. Madoff's jewelry and Mr. Madoff's 35 watches
and cuff links.

As reported by the Troubled Company Reporter on March 17, 2009,
prosecutors said that they will seek forfeiture of Mr. Madoff's
millions of dollars in property and cash.  They 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 comes from funds deposited by investors into Mr. Madoff's
fraudulent investment operation and later dispersed to other
investors.  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.  Prosecutors 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.

Prosecutors said in court documents that they will seek any and
all ownership that the Madoffs hold in 20 business entities,
including the owner of Manhattan restaurant P.J. Clarke's on the
Hudson.  WSJ relates that several real-estate ventures associated
with Sterling Equities were also listed.

According to WSJ, a Sterling Equities spokesperson said that no
member of the Madoff family had any interest in the New York Mets.
WSJ states that Sterling Equities' co-founder and chairperson is
New York Mets owner Fred Wilpon, who invested with Mr. Madoff.
Citing the spokesperson, WSJ says that Mrs. Madoff and Mr.
Madoff's brother, Peter, made investments in real-estate funds and
venture-capital projects tied to affiliates of Sterling Equities,
and that the potential forfeiture of the investments will have "no
material impact" on those projects.

WSJ relates that the government is seeking to confiscate proceeds
from promissory notes for $31.55 million in loans to Mr. Madoff's
sons, Andrew and Mark.  WSJ states that the promissory notes would
come due between 2010 and 2012.

                  Accountant Faces Fraud Charges

WSJ reports that David G. Friehling -- Friehling & Horowitz, CPAs,
PC's sole practitioner and shareholder and Bernard L. Madoff
Investment's former accountant -- has been arrested for aiding Mr.
Madoff in his Ponzi scheme.

According to WSJ, Mr. Friehling has been charged with securities
fraud, aiding and abetting investment adviser fraud, and four
counts of filing false audit reports with the U.S. Securities and
Exchange Commission.  Citing prosecutors, WSJ reports that Mr.
Friehling allegedly made false filings with the SEC in 2004, 2005,
2006, and 2007.  WSJ relates that the SEC separately brought civil
charges against Mr. Friehling and Friehling & Horowitz in a
lawsuit filed on Wednesday in the U.S. District Court in
Manhattan.

Citing prosecutors, WSJ states that Mr. Friehling created false
and fraudulent certified financial statements for Bernard L.
Madoff Investment from the early 1990s to December 2008.  The
government, according to the report, claimed that Mr. Friehling
failed to conduct audits of Bernard L. Madoff Investment that
complied with generally accepted auditing standards and conformed
with generally accepted accounting principles.  Mr. Friehling
falsely certified he had done so, the report says, citing the
government.

Mr. Friehling's audit work papers for Bernard L. Madoff Investment
were "inadequate to support the findings contained in the audited
financial statements" and reflected "insufficient independent
verification" of information provided to Mr. Friehling by
employees of the Company, Federal Bureau of Investigation agent
Keith D. Kelly said in court documents.  WSJ, citing Mr. Kelly,
states that the audit work papers didn't include documentation
that Mr. Friehling:

     -- had conducted an independent verification of Bernard L.
        Madoff Investment's assets,

     -- had examined a bank account through which billions of
        dollars in client funds flowed, or

     -- had verified the purchase and custody of securities by
        the firm.

The SEC said in court documents, "Friehling and F&H did not
perform anything remotely resembling an audit of BMIS and,
critically, did not perform procedures to confirm that the
securities BMIS purportedly held on behalf of its customers even
existed."  Citing the SEC, WSJ relates that the financial
statements portrayed Bernard L. Madoff Investment as "a
financially sound broker-dealer."

According to WSJ, prosecutors claimed that Bernard L. Madoff
Investment paid Mr. Friehling $12,000 to $14,500 per month for his
services between 2004 and 2007.  The SEC alleged that Mr.
Friehling and his firm received $186,000 per year in fees from
Bernard L. Madoff Investment for providing the audit work and
bookkeeping services for Mr. Madoff and various Madoff family
members.

Mr. Friehling and his accounting firm obtained "ill-gotten gains"
through compensation paid by Mr. Madoff and Bernard L. Madoff
Investment and by withdrawing "millions of dollars from accounts"
held at Madoff's firm in the name of Mr. Friehling and his family
members, WSJ states, citing the SEC.  Mr. Kelly said in court
documents that Mr. Friehling or his wife maintained a client
account at Bernard L. Madoff Investment from the early 1980s to
the present.  WSJ, citing the SEC, relates that accounts held by
Mr. Friehling and his family at Bernard L. Madoff Investment had a
balance of more than $14 million as of November 30, 2008, and
withdrawals from the largest account totaled more than
$5.5 million since 2000.

Prosecutors said that Bernard L. Madoff Investment had 4,800
client accounts as of November 30, 2008, WSJ reports.  The firm
issued on December 1, 2008, account statements claiming those
client accounts had a balance of $64.8 billion as of the end of
November, but the accounts actually only held a small fraction of
that, WSJ relates, citing the government.

Mr. Friehling was released on Wednesday on a $2.5 million bail
after a brief hearing in federal court in Manhattan, WSJ states.

WSJ relates that Mr. Friehling, 49 years old, could be imprisoned
for up to 105 years on all charges if he were convicted and
ordered to serve the sentences consecutively.  WSJ notes that Mr.
Friehling faces up to 20 years on each count of securities fraud
and false filings.

U.S. Attorney Lev Dassin in a statement, "Although Mr. Friehling
is not charged with knowledge of the Madoff Ponzi scheme, he is
charged with deceiving investors by falsely certifying that he
audited the financial statements of Mr. Madoff's business.  Mr.
Friehling's deception helped foster the illusion that Mr. Madoff
legitimately invested his clients' money."  Mr. Dassin said that
investigation is ongoing, WSJ states.

                     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.


BERNARD L. MADOFF: Trustee to Chase Assets in Gibraltar
-------------------------------------------------------
Irving Picard, the trustee overseeing the liquidation of the
estate of Bernard L. Madoff Investment Securities Inc., is hiring
a lawyer to chase down customers' assets that may be in Gibraltar.

Mr. Picard said in a document submitted to the U.S. Bankruptcy
Court for the Southern District of New York that issues have
arisen overseas, and in Gibraltar in particular, that require the
Trustee's participation and representation by counsel.  The
Trustee has become aware of assets that he believes to be customer
property located within that country and requires counsel to
pursue such customer property.

The Trustee has determined that it will be necessary to engage
counsel to represent him in Gibraltar. Such legal counsel will
enable the Trustee to carry out his duties in this SIPA
Liquidation Proceeding. The Trustee, therefore, proposes to retain
and employ the law firm of Altias & Levy as its special counsel
with regard to its recovery of customer property in
Gibraltar, and any related matters as directed by the Trustee,
effective as of March 13,2009.

The Trustee seeks to retain Attias & Levy as special counsel
because of its knowledge and expertise in the law of Gibraltar.
The services of Anias & Levy are necessary and essential to enable
the Trustee to execute faithfully his duties.

Attias & Levy will be compensated at its normal hourly rates, less
a 10% discount.  Applications for compensation to Altias & Levy
will be filed with this Court pursuant to applicable statutes and
rules. Altias & Levy nonnal hourly rates are as follows:

     Level of Experience       Rates
     -------------------       ------
     Partner                   GBP200 per hour
     Associate                 GBP155-175 per hour

                       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.


BILTRITE RUBBER: Provisional Relief under Chapter 15 Granted
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
granted RSM Richter Inc., the court-appointed monitor of Biltrite
Rubber (1984) Inc. and Biltrite Rubber Inc. in proceedings before
the Ontario Superior Court of Justice, provisional relief staying
actions and proceedings against the Biltrite Group and their
assets in the United States.

A further hearing on the extension of the temporary relief will be
held on March 23, 2009, at 1:30 p.m.

The Biltrite Group's Chapter 15 cases are jointly administered
under Case No. 09-31423.

As reported in the Troubled Company Reporter on March 18, 2009,
Biltrite Rubber Inc. and its Canadian parent filed Chapter 15
petitions on March 12 in Toledo, Ohio, the same day they filed for
protection from creditors in the Ontario Superior Court of Justice
under Canada's Companies' Creditors Arrangement Act.

Bilrite and its parent asked the U.S. Bankruptcy Court for the
Northern District of Ohio to recognize the Canadian court as the
"foreign main proceeding."  If the Chapter 15 petition is
approved, the U.S. Court will preclude creditors from taking
action in the U.S., in the process forcing even creditors in the
U.S. to hash out their problems in front of the judge in Canada.

According to Bill Rochelle, the monitor appointed in the Canadian
case intends to sell the Biltrite Group's rubber compounds
business as a going concern.  The monitor is requiring initial
bids by April 17.

The company was forced to resort to bankruptcy when a sale-and-
lease back transaction fell through.

The Chapter 15 petition said assets and debts are both less than
$50 million.


BILTRITE RUBBER: Granted Interim Sec. 362 Stay for U.S. Actions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
granted RSM Richter Inc., the court-appointed monitor of Biltrite
Rubber (1984) Inc. and Biltrite Rubber Inc. in proceedings before
the Ontario Superior Court of Justice, temporary provisional
relief under Sections 1519 and 1521 of the Bankruptcy Code staying
actions and proceedings against the Biltrite Group and their
assets in the United States pursuant to Sec. 362 of the Bankruptcy
Code.

Sec. 1519 of the Bankruptcy Code allows for interim stay relief
while the petition is still pending.

Section 1521 of the Bankruptcy Code specifies the relief that may
be granted by the bankruptcy court upon recognition.  It includes
a stay such as that provided in Sec. 362 of the Bankruptcy Code.

A further hearing on the extension of the temporary relief will be
held on March 23, 2009, at 1:30 p.m.

The Biltrite Group's Chapter 15 cases are jointly administered
under Case No. 09-31423.

As reported in the Troubled Company Reporter on March 18, 2009,
Biltrite Rubber Inc. and its Canadian parent filed Chapter 15
petitions on March 12 in Toledo, Ohio, the same day they filed for
protection from creditors in the Ontario Superior Court of Justice
under Canada's Companies' Creditors Arrangement Act.

Bilrite and its parent asked the U.S. Bankruptcy Court for the
Northern District of Ohio to recognize the Canadian court as the
"foreign main proceeding."  If the Chapter 15 petition is
approved, the U.S. Court will preclude creditors from taking
action in the U.S., in the process forcing even creditors in the
U.S. to hash out their problems in front of the judge in Canada.

According to Bill Rochelle, the monitor appointed in the Canadian
case intends to sell the Biltrite Group's rubber compounds
business as a going concern.  The monitor is requiring initial
bids by April 17.

The company was forced to resort to bankruptcy when a sale-and-
lease back transaction fell through.

The Chapter 15 petition said assets and debts are both less than
$50 million.


BLB MANAGEMENT: Moody's Issues Ca Rating; Forbearance Lapses
------------------------------------------------------------
According to a report by Bloomberg's Bill Rochelle, Moody's
Investors Service has issued, in a credit opinion, a Caa3 first-
lien bank rating, a Ca corporate rating, and a C rating on the
second-lien debt for BLB Management Services Inc.

The forbearance agreement lapsed with regard to the interest
payments BLB isn't making on its second-lien debt, Moody's said.

BLB is a joint venture whose operating subsidiary UTGR Inc. owns
the Twin River racino near Providence, Rhode Island.  The
participants in the joint venture are Kerzner International Ltd.,
Starwood Capital Group LLC, and Waterford Group LLC.


BRAY & GILLESPIE: Wants to Woo Support for Plan Until June 1
------------------------------------------------------------
Bray & Gillespie Management, LLC, et al., ask the U.S. Bankruptcy
Court for the Middle District of Florida to extend to June 1,
2009, their exclusive period to solicit acceptances of their Plan
of Reorganization.

The Debtors filed their Plan of Reorganization on January 9, 2009.

The Debtors tell the Court that the extension of the exclusive
solicitation period is necessary to enable them to discuss the
Plan's viability and to garner support for the Plan from both
secured and unsecured creditors.

As reported in the Troubled Company Reporter on February 11, 2009,
the Court has set a March 23, 2009 hearing to consider the
adequacy of Debtors' disclosure statement filed in support of the
Debtors' Joint Plan of Reorganization.

A full-text copy of the Disclosure statement is available at:

        http://bankrupt.com/misc/Bray&GillespieDSpart1.pdf
        http://bankrupt.com/misc/Bray&GillespieDSpart2.pdf
        http://bankrupt.com/misc/Bray&GillespieDSpart3.pdf

Based in Daytona Beach, Florida Bray & Gillespie Management, LLC -
- http://www.brayandgillespie.com-- and its debtor-affiliates are
engaged in the business of renovating and redeveloping resort
properties along Florida's Atlantic coastline.  The Company owns
over six miles of ocean property from Daytona Beach to Ormond
Beach.  B&G Management operates a total of 24 hotels located in
Volusia County which are either affiliates or related companies.
B&G Management is owned by partners Charles A. Bray and Joe
Gillespie.

Bray & Gillespie Management, LLC and 78 of its debtor-affiliates
filed separate petitions for Chapter 11 relief on Sept. 12, 2008
(Bankr. M.D. Fla. Lead Case No. 08-05473).  Jimmy D. Parrish,
Esq., Marianne L. Dorris, Esq., R. Scott Shuker, Esq. at Latham
Shuker Eden & Beaudine LLP, represent the Debtors as counsel.
Peter N. Hill, Esq., at Wolff Hill McFarlin & Herron PA, represent
the Official Creditors Committee as counsel.  In its petition,
Bray & Gillespie Management, LLC disclosed assets of
$1 million to $10 million and debts of $1 million to $10 million.


BRIGHAM EXPLORATION: Liquidity Concerns Cues S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Brigham Exploration Co. to 'CCC+' from
'B-'.  The outlook is developing.

As a result of the lower corporate credit rating, S&P lowered the
issue-level rating on the company's senior unsecured debt to 'CCC'
from 'CCC+', while leaving the recovery rating at '5', indicating
modest (10% to 30%) recovery in the event of a payment default.
If the company's capital structure changes, or upon receipt of
updated reserve information, S&P's simulated default and recovery
analysis is subject to reevaluation.

"The downgrade reflects our concerns about Brigham's liquidity
given that Brigham fully drew down its $145 million borrowing-
based revolving line of credit at year-end 2008," said Standard &
Poor's credit analyst Amy Eddy.  The borrowing base is
redetermined semiannually, with the next redetermination
commencing in April 2009.  Because commodity prices and reserve
levels are the key factors in a borrowing base calculation, and
commodity prices have declined rapidly since the last
redetermination, S&P is concerned that Brigham's facility could be
reduced.  Any reduction to this facility could quickly impair the
company's liquidity.  As of March 10, 2009, the company had
approximately $33 million of cash.  Although the company is
pursuing asset sales, which could enhance the company's liquidity
position, given the uncertainty surrounding timing and proceeds,
this is not currently factored into the rating.


CANWEST MEDIA: Nonpayment of Interest Cues S&P's Rating Cut to D
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the corporate
credit rating to 'D' from 'CCC' and the senior subordinated debt
rating to 'D' from 'CC' on Canwest Media Inc.  At the same time,
S&P affirmed the 'CCC+' senior secured debt rating on Canwest
Media's wholly owned subsidiary Canwest Limited Partnership.  In
addition, S&P affirmed the 'CC' senior subordinated debt rating on
Canwest LP.  The recovery ratings on all debt obligations are
unchanged.

"The downgrade follows Canwest Media's nonpayment of
US$30.4 million in interest expense due March 15 on its 8% senior
subordinated notes due 2012," said Standard & Poor's credit
analyst Lori Harris.  "In the unlikely event that the company
makes the payment within the 30-day cure period, S&P could raise
the ratings," Ms. Harris added.  The interest payments on Canwest
LP's senior secured and senior subordinated debt remain current,
hence S&P haven't lowered the ratings on these issues to 'D'.

Canwest Media disclosed that it would like to complete a
recapitalization of the business.  The company's senior secured
lenders have extended a previously approved waiver of certain
borrowing conditions, including compliance with financial
covenants, to April 7, 2009, to enable the company to continue
negotiations regarding the potential recapitalization.


CARDINAL COMMS: Plan Confirmation Hearing Continued to April 24
---------------------------------------------------------------
The confirmation hearing on the proposed plan of reorganization of
Cardinal Communications, Inc., formerly known as USURF America,
Inc., has been rescheduled to April 14, 2009, at 2:00 p.m.

Unless a party receives direct notice otherwise, all deadlines for
voting or filing objections remain unchanged.

As reported in the Troubled Company Reporter on February 26, 2009,
the voting deadline is March 23, 2009, at 4:00 p.m. Central Time.

Objections to the Plan, if any, are due on or before March 23,
2009, at 4:00 p.m. Central time.

A full-text copy of the Debtor's Plan of Reorganization, dated as
of Jan. 19, 2009, is available at:

http://bankrupt.com/misc/CardinalComms.PlanofReorganization.pdf

Headquartered in Broomfield, Colorado, Cardinal Communications,
Inc. provides voice, video, and data broadband networks for
residential and business applications in the United States.  It
operates through two segments, Communications Services and Real
Estate.  The company was incorporated in 1996 under the name Media
Entertainment, Inc. and changed it name to USURF America, Inc. in
1999.  Subsequently, it changed its name to Cardinal
Communications, Inc. in 2005.

On December 31, 2008, Cardinal Communications Inc filed a
voluntary petition for reorganization under Chapter 11 (Bankr.
N.D. Tex. Case No. 08-20693).  Roger S. Cox, Esq., at Sanders
Baker PC, in Amarillo, Texas, represents the Debtor as counsel.
When the Debtor filed for protection from its creditors, it listed
assets of between $100,000 and $1,000,000, and debts of between
$1,000,000 and $100,000,000.  The Debtor did not file a list of
its 20 largest unsecured creditors.


CARRIAGE SERVICES: Moody's Downgrades Liquidity Rating
------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Carriage Services, Inc. to SGL-3 from SGL-2.
The SGL-3 rating indicates Moody's view that the company's
liquidity profile is now adequate.  However, the change to SGL-3
from SGL-2 reflects Moody's concern that the company's liquidity
profile has weakened given the limited cushion under the financial
covenants governing the credit facility. Moody's is particularly
concerned over the March 2009 quarter given expectations for a
year-over-year EBITDA decline and a tightening of the fixed charge
requirement.  The rating change also reflects the pending maturity
of the revolving credit facility in April 2010.  The SGL-3 rating
is supported by Moody's expectation for positive free cash flow
over the next twelve months.

These ratings remain unchanged:

  -- Corporate family rating at B2;

  -- Probability-of-default rating at B2;

  -- $130 million 7.875% senior unsecured notes due 2015 at B1
     (LGD3, 36%).

The ratings outlook remains stable.

The last rating action was on September 22, 2006 when Moody's
assigned a B2 probability-of-default rating to Carriage and
upgraded its senior unsecured notes to B1 from B2.

Headquartered in Houston, Texas, Carriage Services, Inc. is a
leading provider of death care services in the United States.  The
company operates two businesses: funeral homes and cemeteries,
which currently account for approximately 75% and 25% of sales,
respectively.  The company reported sales of $177 million for the
fiscal year ended December 31, 2008.


CHEMTURA CORP: U.S. Units File Chapter 11; Has $400MM DIP Loan
--------------------------------------------------------------
Chemtura Corporation and 26 of its U.S. affiliates have filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.

Chemtura's non-U.S. subsidiaries were not included in the filing
and will not be subject to the requirements of the U.S. Bankruptcy
Code.  Chemtura's U.S. and worldwide operations are expected to
continue without interruption during the restructuring process.

Craig A. Rogerson, Chemtura's Chairman, President and Chief
Executive Officer, said, "Like other companies in our industry and
around the world, Chemtura's order volumes have declined markedly
in recent months due to the impact of the global economic
recession on our customers and the industries they serve.  This
has led to a significant decrease in our liquidity and cash flow.
Despite our efforts to increase liquidity, including through the
potential sale of a business, our reduced liquidity position,
combined with the anticipated expiration of our bank waiver, led
us to determine that a court-supervised restructuring was the best
course of action.  Through this process, we will continue to focus
on operating our business while continuing our efforts to
strengthen our balance sheet and gain financial flexibility in
order to position Chemtura as a strong, viable, and profitable
competitor in the specialty chemicals marketplace."

               $400-Mil. DIP Facility from Citibank

Chemtura has received a commitment for up to $400 million in
debtor-in-possession financing from Citibank, N.A., as
administrative agent.  Upon Court approval, the DIP financing,
combined with cash from the Company's ongoing operations, will be
used to support the business during the Chapter 11 process.  In
addition, the Company anticipates that it will continue to meet
its obligations going forward to its employees, customers and
suppliers.

"Chemtura has a solid, diverse portfolio of businesses with strong
operations around the world, and our lenders have shown tremendous
confidence in our business by providing additional funding," Mr.
Rogerson said.  "We look forward to working together with all of
our stakeholders to complete a successful financial restructuring.
Our worldwide operations are expected to continue without
interruption throughout the restructuring process, and Chemtura
remains committed to providing our customers with the highest
quality products and services.  We appreciate the ongoing
dedication of all our employees, whose hard work is critical to
our success and the future of the Company.  I would also like to
thank our customers, suppliers and business partners for their
continued support during this process."

On December 11, 2008, in response to declining order volumes, the
Company has taken a number of actions to reduce costs and improve
liquidity, including realigning its businesses into strategic
business units, suspending the payment of dividends, reducing
inventories, reducing fixed costs by $50 million, adjusting plant
production rates to meet reduced customer demand, aggressively
managing working capital and establishing a new Executive
Committee to oversee these initiatives.  On February 25, 2009, the
Company announced plans to further reduce inventories and to
restrict capital expenditures to approximately $60 million during
fiscal year 2009.

Chemtura will file a series of motions with the Court to ensure
the continuation of normal operations, including requesting Court
approval to continue paying employee wages and salaries and
providing employee benefits without interruption.  The Company has
also asked for authority to continue honoring all current customer
policies and programs to ensure that the restructuring process
will not negatively affect its customers.  The Company expects
that the Court will approve these requests.  During the Chapter 11
process, suppliers will be paid in full for all goods and services
provided after the filing date as required by the Bankruptcy Code,
and Chemtura has taken steps to ensure continued supply of goods
and services to its customers.

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

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

                           *     *     *

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

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


CHEMTURA CORPORATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Chemtura Corporation
        2711 Centerville Road, Suite 400
        Middlebury, CT 19808

Bankruptcy Case No.: 09-11233

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Aqua Clear Industries, LLC                         09-11231
A&M Cleaning Products, LLC                         09-11234
ASCK, Inc.                                         09-11235
ASEPSIS, Inc.                                      09-11236
BioLab Company Store, LLC                          09-11237
BioLab Franchise Company, LLC                      09-11238
Bio-Lab, Inc.                                      09-11239
BioLab Textile Additives, LLC                      09-11240
CNK Chemical Realty Corporation                    09-11241
Crompton Colors Incorporated                       09-11242
Crompton Holding Corporation                       09-11244
Crompton Monochem, Inc.                            09-11245
GLCC Laurel, LLC                                   09-11246
Great Lakes Chemical Corporation                   09-11247
Great Lakes Chemical Global, Inc.                  09-11249
GT Seed Treatment, Inc.                            09-11250
HomeCare Labs, Inc.                                09-11251
ISCI, Inc.                                         09-11252
Kem Manufacturing Corporation                      09-11253
Laurel Industries Holdings, Inc.                   09-11254
Monochem, Inc.                                     09-11255
Naugatuck Treatment Company                        09-11256
Recreational Water Products, Inc.                  09-11257
Uniroyal Chemical Company Limited (Delaware)       09-11258

Type of Business: With 2008 sales of $3.5 billion, Chemtura is
                  a global manufacturer and marketer of specialty
                  chemicals, crop protection products, and pool,
                  spa and home care products.

                  See: http://www.chemtura.com/

Chapter 11 Petition Date: March 18, 2009

Court: Southern District of New York (Manhattan)

Debtor's Counsel: M. Natasha Labovitz, Esq.
                  nlabovitz@kirkland.com
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022
                  Tel: (212) 446-4907
                  Fax: (212) 446-4900

Special Counsel: Wolfblock LLP

Auditor and Accountant: KPMG LLP

Investment Banker: Lazard Freres & Co.

Strategic Communications Advisor: Joele Frank, Wilkinson Brimmer
                                  Katcher

Business Advisor: Alvarez & Marsal LLC

Chief Restructuring Officer: Ray Dombrowski

Claims Agent: Kurtzman Carson Consultants LLC

The Debtors' financial condition as of December 31, 2008:

Total Assets: $3.06 billion

Total Debts: $1.02 billion

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

The petition was signed by Craig A. Rogerson, president, chairman
and chief executive officer.


CHOCTAW GENERATION: Moody's Downgrades Cert. Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service has downgraded the rating for Choctaw
Generation Limited Partnership's (the Project) Pass Through Trust
Certificates to Ba3 with a negative outlook.  This concludes the
review commenced on December 5, 2008. According to Moody's analyst
Aaron Freedman, "the downgrade reflects the sharp deterioration of
the project's financial performance in recent years due to
continued operating difficulties.  The negative outlook considers
the possibility that the project may be forced to draw on its rent
reserve fund in conjunction with its next scheduled rent payment
in June."  If a draw on the rent reserve is made, the rating is
likely to be downgraded further.

Following two years of declining rent coverage in 2006 (1.19x) and
2007 (0.94x), Moody's currently expects rent coverage for 2008 to
be around .66x based upon nine months' actual results and a
forecast for the final three months of the year due to the
significant level of unbudgeted operating and capital expenditures
incurred last year.  This is lower than was expected just three
months ago because of a $2.5mm shortfall in capacity payments from
TVA in the fourth quarter, though the project still hopes to
recover these amounts.  The short payment was due to the extension
of last fall's scheduled outage.  The low 2008 coverage reflected
an approximately $11mm cash flow shortfall which was funded in
part by cash from the balance sheet, as a result of which cash
balances declined from $12.8mm as of 12/31/2007 to $6.1mm on
12/31/2008 according to management.  This reduced cash position
does not fully incorporate a portion of the costs related to the
fall outage that remained unpaid at year end.  However, the
project's sponsor contributed an additional
$7.2 million in capital in the form of deeply subordinated debt in
January and February 2009, demonstrating its commitment to the
project and helping to temporarily improve its liquidity position.

Because of the plant's continued operating difficulties, the
project no longer expects to recover $2.1 million in on peak
delivery deficiency penalties it occurred last year and revenues
will be correspondingly lower than previously anticipated.  The
drop in revenues will be offset by $3.5 million in discretionary
capital expenditures that management has elected to defer.  As a
result, rent coverage is still expected to improve somewhat for
the first half of 2009.  However, it is still not likely to exceed
1.0x even if the project achieves its forecast, which it has
consistently failed to do in recent years due to ongoing operating
challenges and overly optimistic budgeting.  Though the current
forecast appears to be relatively conservative, these trends
appear likely to continue -- the plant has already experienced
several brief forced outages during recommissioning following its
extended scheduled outage last fall and it has not yet been able
to complete post-outage performance testing.

Management has indicated that it may have to access the project's
rent reserve, which is equal to six months' rent or $17.8mm as of
12/31/08, to make the project's June 30, 2009 rent payment.
Moody's note that the rent reserve requirement is satisfied by a
letter of credit that is recourse to the sponsor, as are two
letters of credit totaling $6.4 million posted by the project and
its immediate parent in favor of the offtaker.  As a result, the
sponsor has already committed up to another $24 million to the
project.  Nevertheless, in the event of a cash flow shortfall,
failure by the sponsor to provide additional financial support
sufficient to preclude a draw on the reserve would likely result
in further rating action.

The plant's financial performance is expected to improve in the
second half of 2009 due in part to a $4 million decrease in the
semiannual rent payment.  Based upon the operating budget as
adjusted for the planned deferral of another $7.5 million in
discretionary capex, it appears that coverage could increase up to
1.5x.  However, the budget was based upon preliminary expectations
for improvement in the facility's availability of nearly 10%, to
94% from approximately 85% in 2008, following last year's
significant capital expenditures.  Currently, management only
expects a 6% improvement in the availability factor (as well as a
3% reduction in heat rate).  In addition, the plant's operating
challenges have been exacerbated by continuing problems with wet
coal.  While there are adjustments in the PPOA pricing provisions
to account for this, it is unclear if they provide the project
with adequate relief.  Given this, there is a strong possibility
that the project will again fail to meet its financial projections
for the year.  However, Moody's believes the project should be
capable of achieving rent coverages of 1.2x-1.3x on a sustainable
basis, which would be consistent with the current rating.

Notwithstanding any expected efficiency gains, management does not
anticipate that the plant will come close to achieving the
project's proforma heat rate of 10,200 btu/kWh in the near-to-
medium term due to a fundamental design flaw in the steam turbine,
which has meaningfully impaired the project's operating efficiency
and led to continued under recovery of fuel costs.  Achieving the
proforma heat rate would require extensive and costly upgrades,
the funding for which is not currently available.  While the
project received a settlement payment from Toshiba, the
manufacturer of the steam turbine, these funds have already been
used to cover other costs.  Furthermore, future operating and
financial performance could be impaired as a result of this year's
discretionary capital expenditure deferrals; at a minimum, further
improvements in performance are likely to be limited in Moody's
opinion.

The rating could face further downward pressure if the project
continues to experience operating difficulties and if it appears
that the sponsor is unwilling to provide any additional financial
support.  Given the negative outlook, it is unlikely that the
rating will be upgraded in the near to medium term.  However, the
outlook could be revised to stable if the project is able to
achieve more consistent operations and its financial performance
stabilizes with rent coverages of at least 1.2x.

The last rating action on Choctaw occurred on December 5, 2008
when the rating was downgraded from Ba1 with a negative outlook to
Ba2 and placed under review for possible further downgrade.

Choctaw Generation Limited Partnership operates the 440 MW
lignite-fired Red Hills Energy Facility located in Choctaw County,
Mississippi.  The Project sells all the power output of the
facility pursuant to the terms of a long-term power purchase
agreement to Tennessee Valley Authority (TVA: Aaa).  CGLP is
indirectly owned by Suez Energy North America, Inc., a subsidiary
of GDF SUEZ SA (senior unsecured Aa3).  The transaction is
structured as a leveraged lease, with the pass through trust
certificates secured by lease payments from the Project.


CHRYSLER LLC: Insists on Avoiding Bankruptcy; To Skip Bonuses
-------------------------------------------------------------
ABIWorld reports that Chrysler LLC insists that the Company will
avoid bankruptcy.

As reported by the Troubled Company Reporter on March 18, 2009,
Chrysler CEO and Chairperson Robert L. Nardelli doubts that the
Company could survive a government-sponsored bankruptcy.  Chrysler
said that it might run out of money without government assistance.
The Company is asking the U.S. government for
$5 billion in loans in addition to $4 billion it had already
received.

According to Mike Ramsey at Bloomberg News, Mr. Nardelli said, "I
had no sense that they [auto task force] came in with a mandate or
preconceived notion" that Chrysler be put into bankruptcy.  Steve
Rattner, one of President Barack Obama's chief auto advisers, said
that bankruptcy for carmakers "is not our goal nor a desirable
outcome," Bloomberg states.

The TCR reported on March 17, 2009, that Mr. Nardelli said that
the partnership with Fiat SpA 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
alliance, which would proceed only if the Company gets additional
government aid.  ABIWorld relates that Chrysler said a proposed
deal with the Italian carmaker Fiat could be worth as much as
$10 billion.

                  25 Executives Won't Get Bonus

Citing Mr. Nardelli, Greg Gardner at Detroit Free Press reports
that Chrysler's top 25 executives have signed a waiver forgoing
any severance or bonus as a condition of the Company's $4 billion
loan from the U.S. Treasury.  Free Press relates that although no
new bonuses will be paid in 2009 to the top 25 executives,
Chrysler will pay substantial retention bonuses later this year
under a plan crafted by DaimlerChrysler in 2007.

According to Detroit Free Press, Mr. Nardelli told CNBC, "I think
the entire organization is acting in a very responsible way to
make sure we are protecting the integrity and the governance of
the taxpayers' funds."

Chrysler said in a statement, "The portion of the retention
payments earned prior to the receipt of the TARP funds ... was
reviewed and approved by the U.S. Treasury as part of Chrysler
LLC's loan agreement."

            Chrysler Needs More Aid for Finance Arm

Bloomberg, citing Mr. Nardelli, states that Chrysler has asked the
U.S. Treasury for more aid for its finance arm, Chrysler
Financial, to stimulate auto lending.  The report quoted Mr.
Nardelli as saying, "We have gone back to Treasury and said 'we
need to re-up that amount.'  We saw the evidence of how that
works."  According to the report, Mr. Nardelli said that providing
more funds to Chrysler Financial may boost sales as much as 20% by
expanding the range of clients who could qualify for loans.  The
repot state that Mr. Nardelli said that Chrysler started seeing
benefits in sales to individuals in February from a $1.5 billion
Treasury loan to Chrysler Financial.

Mr. Nardelli said that the Treasury is working with Chrysler's
secured bank lenders to reduce indebtedness by converting the
loans into equity in Chrysler, Bloomberg reports.  The talks
haven't progressed because the banks, which include JPMorgan Chase
& Co. and Citigroup Inc., have little incentive to trade for an
ownership stake in Chrysler, Bloomberg relates, citing people
familiar with the matter.

                      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.


CIB MARINE: Asks TruPS Holders to Accept Equity-for-Debt Swap
-------------------------------------------------------------
On February 20, 2009, CIB Marine Bancshares, Inc. -- the owner of
Marine Bank in Wauwatosa, Wisconsin, and Central Illinois Bank in
Champaign, Illinois -- proposed to restructure approximately $98.6
million of indebtedness underlying trust preferred securities
issued in four series through four statutory trusts sponsored by
CIB Marine.  The Proposed Restructuring, if effected, will:

    * prevent CIB Marine from defaulting on the underlying
      Debentures issued to the four trusts;

    * provide CIB Marine with a more stable capital structure;

    * replace the underling Debentures with approximately
      $94.9 million in aggregate liquidation preference of
      newly-issued 7% Fixed Rate Noncumulative Preferred Stock
      in CBI Marine, thereby eliminating $98.6 million of
      indebtedness from CIB Marine's balance sheet and
      significantly improving its regulatory capital position;
      and

    * substitute noncumulative 7% dividends (on the New Preferred
      Stock) for higher-rate cumulative interest (on the
      Debentures), to improve the Company's operating results.

By removing the short-term potential for default and improving its
balance sheet, regulatory capital position and operating results,
President & CEO John P. Hickey, Jr., explained, CIB Marine hopes
to position itself to seek a business combination transaction on
terms that could be more advantageous and result in greater value
for both the holders of the Existing TruPS, as well as common
shareholders, although, Ms. Hickey added, there can be no
assurance that this strategy will be successful or that a business
combination will occur at any particular time or at all.

On March 16, 2009, CIB Marine provided the Trustees of the
statutory trusts with a written plan to restructure the TruPS on
the terms outlined in February for their use in soliciting
consents from the holders of the TruPS.  In the Consent
Solicitation, CBI Marine established a deadline of April 10, 2009,
for TruPS holders to provide their consent to the Plan of
Restructuring, although the Company may extend that deadline at
its discretion.  CBI Marine indicates that the Plan of
Restructuring will not be consummated unless the holders of all
four series of TruPS give their consent.

Between March of 2000 and September of 2002, CBI Marine issued
approximately $61.9 million of junior subordinated debentures to
four separate statutory trusts in conjunction with the offering of
certain trust preferred securities by the Trusts. Pursuant to the
terms of the indentures governing the Debentures, CIB Marine is
permitted to defer interest payments on the Debentures for up to
20 quarters.  In accordance with a written agreement entered into
between CIB Marine and its primary federal regulator, it began
deferring such interest payments on each series of the Debentures
in 2004. The Company took full advantage of the deferral right
under the Indentures and the final permissible interest deferral
period on the first of such Debentures expired on February 22,
2009.  CIB Marine's failure to bring all interest current by March
22, 2009, absent a waiver or forbearance agreement, will
constitute a default under each of the Indentures.  CIB Marine has
made it clear that it doesn't have sufficient cash to make the
required interest payments on the Debentures, nor do the Trusts
have sufficient cash to make payments on the TruPS.

Don Dodson at The News-Gazette notes that CIB Marine hired the
investment banking firm of Stifel, Nicolaus & Co. some time ago to
help evaluate strategic options, including a sale of the company.

"The banks continue to be well-capitalized, the consent
solicitation is out, and we're working with advisers on all
contingencies," Mr. Hickey told Mr. Dodson Tuesday.


COLIBRI GROUP: Employees Will Protest Auction of Assets
-------------------------------------------------------
The Associated Press reports that The Colibri Group's former
workers will protest an auction of the Company's assets.

The AP relates that Colibri is set to sell its high-end cigarette
lighters, cuff links, clocks, and other items on Thursday at its
former East Providence headquarters.  According to The AP,
proceeds from the sale would be used to pay Colibri's creditors,
HSBC Bank and Sovereign Bank, which are each owed $14 million.

Colibri's former employees, The Providence Journal states, said
that they should get some money as they are owed 60 days pay and
two months of medical coverage that they claim was withheld when
the Company shut down without notice in January 2009.

Colibri Group is known in the cigar industry for its torch
lighters.  It is based in Providence, Rhode Island.

As reported by the Troubled Company Reporter on January 20, 2009,
Colibri Group shut down its operation, laid off about 280 workers,
and went under receivership.


CORNERSTONE-ORLANDO: Courts Extends Plan Deadline to June 5
-----------------------------------------------------------
Cornerstone-Orlando LLC has received from the U.S. Bankruptcy
Court for the Middle District of Florida a June 5 extension of its
exclusive period to file its Chapter 11 plan.  With an extension,
the Company will be entitled to propose a new plan with the Court,
with out threats of a competing plan from other parties.

According to Bloomberg's Bill Rochelle, Cornerstone-Orlando was
unable to confirm its proposed Chapter 11 plan when a necessary
tenant couldn't be found for its 149,000-square-foot office and
condominium complex in Orlando, Florida.

The Plan was designed to pay unsecured creditors, which,
Mr. Rochelle says, is rare at these times in real estate
bankruptcies where unsecured creditors are completely wiped out.
The Plan called for payment to unsecured creditors half in cash
when the plan becomes effective and the other half six months
later.

The Plan also proposed to cancel all existing equity interest in
the Company and issue new equity to Orlando Medical Exchange LLC
for about $2 million will be canceled under the Plan.  LBUBS 2007-
C2 Lake Eola Park Inc., which previously sought a foreclosure
action against the Company, to seek payment of its $24.9 million
in secured claims, will be paid $500,000, and retain its claim
against the Company, Bloomberg said.

Bill Rochelle previously said that LBUBS will be permitted to
appoint a receiver and seek foreclosure on the property of the
Company if it failed to obtain confirmation.

Headquartered in Orlando, Florida, Cornerstone-Orlando LLC own a
149,000-square-foot office and condominium complex in Orlando,
Florida.  The Debtor filed for bankruptcy protection on Nov. 10,
2008 (Bankr. M.D. Fla., Case No.)  Elizabeth A. Green, Esq., at
Latham Shuker Eden & Beaudine LLP, has been tapped as bankruptcy
counsel.  In its petition, the Debtor listed assets of $20,000,000
and debts of $26,164,688.


CRUSADER ENERGY: In Talks With Lenders on Likely Covenant Breach
----------------------------------------------------------------
Crusader Energy Group Inc. said it continues to review its
strategic alternatives in connection with its efforts to address
its $5 million borrowing base deficiency under its senior credit
facility.  Pursuant to the terms of the credit facility, the
Company has notified the lenders that it has elected to address
the borrowing base deficiency through six equal monthly payments
of $833,000, with the first installment due on March 25, 2009.
However, given the significant decrease in commodity prices and
resulting actual and forecasted cash flow and financial results
for 2009, management anticipates that the Company may not be able
to remain in compliance with financial and other covenants under
its credit facilities.

The Company is in discussions with the lenders under its senior
credit facility and the holders of its $249,750,000 second lien
credit facility regarding possible solutions to address the
borrowing base deficiency and current financial concerns.  The
alternatives include a potential recapitalization of Crusader
Energy's balance sheet, continued cost reductions, continued
reduction or elimination of its 2009 drilling budget, the sale of
assets and the sale of the Company.

The Company said if it is not able to achieve an acceptable
resolution with its first and second lien holders in a timely
manner, management anticipates that the report of KPMG LLP, the
Company's independent public accountants, relative to the
Company's 2008 consolidated financial statements will contain an
explanatory paragraph indicating substantial doubt about the
Company's ability to continue as a going concern, and, even if the
Company and its lenders reach agreement on a proposed strategy to
address these matters, the Company may be forced to seek
protection under Chapter 11 of the United States Bankruptcy Code
to effect any strategic alternative that it elects to pursue.

The Company on Wednesday announced that, as part of its ongoing
efforts to reduce its general and administrative budget, it has
effected 34% reduction in personnel, including the Company's
Senior Vice President and Chief Financial Officer, John G. Heinen,
and Senior Vice President and Chief Operating Officer, Paul E.
Legg.  Messrs. Heinen and Legg, who had planned to retire during
the Company's 2009 fiscal year, each voluntarily resigned in
connection with the Company's effort to reduce its workforce.  The
majority of Mr. Heinen's duties will be assumed by Roy Fletcher
who currently serves as vice president and controller of the
Company.  The COO responsibilities will be shared with David Le
Norman, the company's CEO, and Charles Paulson, the vice president
of engineering for the Company.

David D. Le Norman, Crusader's President and CEO, said, "Both John
and Paul were instrumental in building several companies with me
over the years and will be greatly missed by myself and all the
members of the Crusader family.  Upon their departure, Roy
Fletcher and Charlie Paulson will join me and Chip Mullens,
General Counsel, on the senior management team going forward. Roy
has significant public accounting experience and Charlie's over 25
years of engineering experience will add to and provide a core
group to execute Crusader's strategic plans.  Furthermore, we also
have been able to preserve the majority of our technical staff
including engineers, geologists, land, and accounting
professionals to support the future achievement of Crusader's
agenda."

                       About Crusader Energy

Oklahoma City-based Crusader Energy Group Inc. --
http://www.crusaderenergy.com-- is an oil and gas company with
assets focused in various producing domestic basins.  The Company
has a primary focus on the development of unconventional resource
plays which includes the application of horizontal drilling and
cutting edge completion technology aimed at developing shale and
tight sand reservoirs.  The Crusader assets are located in various
domestic basins, the majority of which are in the Anadarko Basin
and Central Uplift, Ft. Worth Basin Barnett Shale, Delaware Basin,
Val Verde Basin, and the Bakken Shale of the Williston Basin.


DANA CORP: Files Post-Confirmation Report for Dec. 31 Quarter
-------------------------------------------------------------
Dana Holding Corp. and its reorganized debtor-affiliates disclose
that they made cash payments aggregating $491,085,000 for claims
distribution and operations from October 1 to December 31, 2008:

Reorganized Debtor                               Amount
------------------                           --------------
Dana Corporation                               $491,085,000
Dana Risk Management Services, Inc.             464,000,000
EFMG, LLC                                       152,000,000
Torque-Traction Manufacturing
    Technologies, LLC                             17,000,000
Torque-Traction Technologies, LLC                 9,000,000
DTF Trucking Inc.                                 8,000,000
Coupled Products, Inc.                            6,000,000
Torque-Traction Integration Technologies, Inc.    6,000,000
Reinz Wisconsin Gasket, LLC                       5,000,000
Long USA, LLC                                     3,000,000
BWDAC, Inc.                                       2,000,000
Hose & Tubing Products, Inc.                      2,000,000
United Brake Systems, Inc.                        2,000,000
Dana Information Technology, LLC                  1,000,000
Glacier Vandervell, Inc.                          1,000,000

Pursuant to their Reorganization Plan, the Reorganized Debtors
issued and set aside approximately 28,000,000 additional shares
of Dana common stock for future distribution to holders of
allowed unsecured non-priority claims in Class 5B under the Plan.
The claim amount related to the 28,000,000 shares was estimated
to be below $700,000,000.

The Reorganized Debtors relate that since their emergence and
through November 14, 2008, they have issued an additional
23,000,000 shares for allowed claim, increasing the total shares
issued to 93,000,000 for unsecured claims of approximately
$2,228,000,000.  The corresponding decrease in disputed claims
reserve leaves 5,000,000 shares valued in reorganization at
$122,000,000.

Since the Effective Date, the Reorganized Debtors have made
payments of $100,000,000 for administrative claims, priority tax
claims, settlement pool claims and other classes of allowed
claims of $212,000,000.  The remaining cash payments of
$112,000,000 are primarily federal, state, and local tax claims
and are expected to be made in 2009.

Except as specifically provided in the Plan, distributions under
the Plan were in exchange for, and in complete satisfaction,
discharge and release of, all claims and third-party ownership
interests in the Debtors arising on or before the Effective Date,
including any interest accrued on those claims from and after the
filing date, the Reorganized Debtors note.

                 About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The Company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANA CORP: Provides Updates to Pending Legal Issues
---------------------------------------------------
Dana Holding Corporation provided updates on pending legal
proceedings in its Form 10-K for the year ended December 31,
2008, filed with the U.S. Securities and Exchange Commission.

* Asbestos Claimants' Appeal to Confirmation Order

During January 2008, both an Ad Hoc Committee of Asbestos
Personal Injury Claimants as well as an asbestos claimant, Jose
Angel Valdez, filed notices of appeal of the Confirmation Order.
The United States District Court for the Southern District of New
York dismissed both appeals.  Mr. Valdez, and then another
plaintiff, attempted to appeal to the Second Circuit Court of
Appeals.  These matters were dismissed by the Court of Appeals.
All appeals of the Confirmation Order have ended.

* Class Action Lawsuit and Derivative Actions

A securities class action entitled Howard Frank v. Michael J.
Burns and Robert C. Richter was filed in October 2005 in the U.S.
District Court for the Northern District of Ohio, naming Dana's
former Chief Executive Officer, Michael J. Burns, and former
Chief Financial Officer, Robert C. Richter, as defendants.

In a consolidated complaint filed in August 2006, lead plaintiffs
alleged violations of the U.S. securities laws and claimed that
the price at which Dana's stock traded at various times between
April 2004 and October 2005 was artificially inflated as a result
of the defendants' alleged wrongdoing.

In June 2007, the District Court denied lead plaintiffs' motion
for an order partially lifting the statutory discovery stay which
would have enabled them to obtain copies of certain documents
produced to the Securities and Exchange Commission.  By order
dated August 21, 2007, the District Court granted the defendants'
motion to dismiss the consolidated complaint and entered a
judgment closing the case.

On November 19, 2008, following briefing and oral arguments on
the lead plaintiff' appeal, the Sixth Circuit vacated the
District Court's judgment of dismissal on the ground that the
decision on which it was based misstated the applicable pleading
standard.  In doing so, the Sixth Circuit gave no indication of
its views as to whether, under the correct pleading standard, it
would have affirmed the District Court's judgment.  The Sixth
Circuit remanded the case to the District Court to consider
whether it would still dismiss under the correct articulation of
the pleading standard.  By Order filed February 11, 2009, the
District Court established a schedule for the submission of new
briefs on Plaintiff's motion to dismiss the consolidated
complaint and scheduled oral arguments on the motion for May 19,
2009.

A stockholder derivative action entitled Roberta Casden v.
Michael J. Burns, et al. was originally filed in the U.S.
District Court for the Northern District of Ohio in March 2006.
An amended complaint filed in August 2006 added alleged non-
derivative class claims on behalf of holders of Dana stock
alleging, among other things, that the defendants had breached
their fiduciary duties and acted in bad faith in determining to
file for protection under the bankruptcy laws.  These alleged
non-derivative class claims are not asserted against Dana.  In
June 2006, the District Court stayed the derivative claims,
deferring to the Bankruptcy Court on those claims.  In July 2007,
the District Court dismissed the non-derivative class claims
asserted in the amended complaint and entered a judgment closing
the case.  On January 16, 2009, following briefing and oral
argument on the plaintiff's appeal, the Sixth Circuit affirmed
the District Court's judgment.

* SEC Investigation

In September 2005, Dana reported that management was
investigating accounting matters arising out of incorrect entries
related to a customer agreement in the company's Commercial
Vehicle operations, and that the Prior Dana Audit Committee had
engaged outside counsel to conduct an independent investigation
of those matters as well.  Outside counsel informed the SEC of
the investigation, which ended in December 2005, the same month
that Dana filed restated financial statements for the first two
quarters of 2005 and the years 2002 through 2004.  In January
2006, Dana learned that the SEC had issued a formal order of
investigation with respect to matters related to the
restatements.  The SEC's investigation is a non-public, fact-
finding inquiry to determine whether any violations of the law
have occurred.  Dana said it is continuing to cooperate fully
with the SEC in the investigation.

* Ordinary Course Legal Proceedings

Dana said it is a party to various pending judicial and
administrative proceedings arising in the ordinary course of
business, including, among others, proceedings based on product
liability claims and alleged violations of environmental laws.
Dana said it has reviewed the pending legal proceedings,
including the probable outcomes, its reasonably anticipated costs
and expenses, the availability and limits of its insurance
coverage and surety bonds and its established reserves for
uninsured liabilities.

* Asbestos Personal Injury Liabilities

Dana had approximately 31,000 active pending asbestos personal
injury liability claims at December 31, 2008, which is down from
41,000 claims pending at December 31, 2007.  In addition, about
16,000 mostly inactive claims have been settled and are awaiting
final documentation and dismissal, with or without payment.  Dana
has accrued $124,000,000 for indemnity and defense costs for
settled, pending and future claims at December 31, 2008, compared
to $136,000,000 at December 31, 2007.  Dana said it used a 15-ear
time horizon for its estimate of the liability as of December 31,
2008.

Prior to 2006, Dana reached agreements with some of its insurers
to commute policies covering asbestos personal injury claims.
Dana applies proceeds from insurance commutations to reduce any
recorded recoverable amount.  At December 31, 2008, Dana had
recorded $63,000,000 as an asset for probable recovery from its
insurers for the pending and projected asbestos personal injury
liability claims, compared to $69,000,000 recorded at
December 31, 2007.

* Other Product Liabilities

Dana had accrued $2,000,000 for non-asbestos product liability
costs at December 31, 2008, compared to $4,000,000 at
December 31, 2007, with no recovery expected from third parties
at either date.

* Environmental Liabilities

Accrued environmental liabilities at December 31, 2008, were
$18,000,000 compared to $180,000,000 at December 31, 2007.  The
reduction is attributable to the discharge of the environmental
claims upon emergence.  The discharged claims include claims
being addressed through the disputed claims process.

One of the larger claims at emergence was a claim involving the
Hamilton Avenue Industrial Park (Hamilton) site in New Jersey.
Dana had been a potentially responsible party at this site, also
known as the Cornell Dubilier Electronics or CDE site, under the
Comprehensive Environmental Response, Compensation and Liability
Act.  Following several months of litigation and settlement
discussions, Dana had concluded there was a probable settlement
outcome and adjusted the liability at December 31, 2007, to the
tentative $126,000,000 settlement amount.  In April 2008, we
reached a tentative agreement with the U.S. Government providing
for an allowed general unsecured claim of $126,000,000.
Following the Government's 30-day comment period, the Bankruptcy
Court approved the settlement.  Dana satisfied the claim in
October 2008 with the distribution of 5.2 million shares of its
common stock from the disputed claims reserve.

* Other Liabilities Related to Asbestos Claims

After the Center for Claims Resolution discontinued negotiating
shared settlements for asbestos claims for its member companies
in 2001, some former CCR members defaulted on the payment of
their shares of some settlements and some settling claimants
sought payment of the unpaid shares from other members of the CCR
at the time of the settlements, including from Dana.

Dana said it has been working with the CCR, other former CCR
members, its insurers and the claimants over a period of several
years to resolve the issues.  Through December 31, 2008, Dana had
paid $47,000,000 to claimants and collected $45,000,000 with
respect to the claims.  At December 31, 2008, Dana had a
receivable of $2,000,000 for the claims to be recovered.  Dana
received $20,000,000 in the fourth quarter of 2008 as a result of
resolving administrative disputes with several of its insurers.
Efforts to recover additional CCR-related payments from surety
bonds and other claims are continuing.

                 About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANA CORP: Releases 2008 Annual Report; Has $18 Mln. Net Income
---------------------------------------------------------------
Dana Holding Corporation announced its full-year and fourth-
quarter 2008 results on Monday.  Sales for the full-year 2008 were
$8,095 million, down $626 million from $8,721 million in 2007.
This decrease was driven primarily by sharply declining vehicle
production levels in North America.

Including a one-time gain of $754 million related to emergence
from Chapter 11 reorganization, net income was $18 million,
compared with a net loss of $551 million for 2007.  Earnings
before interest, taxes, depreciation, amortization, and
restructuring (EBITDA) for the full year were $301 million,
compared with $450 million in 2007.  The decline was due to
significantly lower vehicle production, which was partially
offset by margin improvements and cost reductions.

At year end, Dana had cash balances of $777 million and total
liquidity of $866 million. Net debt was $474 million.

"We continue to respond to difficult market conditions through
aggressive cost-reduction and efficiency actions, comprehensive
operational restructuring, and being responsive to our customers,"
said Chairman and CEO John Devine. "These are unprecedented times
that make any projections uncertain.  We believe we are taking the
difficult actions necessary to survive in the current environment
and compete over the long term. There can be no assurances,
however, if the global economy deteriorates substantially beyond
our planning assumptions."

                      Three-Month Results

Sales for the fourth quarter of 2008 were $1,521 million, down
$636 million, or 29 percent, from the prior year.  Sales were
impacted by both sharply declining North American vehicle
production and unfavorable currency changes.

Fourth-quarter EBITDA was a negative $3 million, compared to
$112 million for the same period in 2007.  The impact of lower
vehicle production drove the reduction in earnings. This decline
was partially offset by higher pricing and cost savings from
operational improvements.

Free cash flow was a negative $50 million for the fourth quarter,
compared to $83 million for the prior-year period, primarily due
to lower earnings for the quarter.  Working capital was a source
of $177 million of cash during the quarter, primarily due to lower
production volumes.  The cash balance at year end also reflects
the repayment of $150 million of outstanding principal under the
term loan facility to support an amendment to the company's credit
agreement.

Devine added, "We expect 2009 to be even more challenging than
2008, but we believe Dana is prepared with plans to continue
re-sizing our operations, improve operational performance and
margins, and maintain adequate liquidity and earnings."

                       Non-GAAP Measures

In connection with Dana's emergence from bankruptcy on January 31,
2008, and the application of fresh start accounting in accordance
with the provisions of the American Institute of Certified Public
Accountants' Statement of Position 90-7, the post-emergence
results of the successor company for the 11 months ended
December 31, 2008, and the pre-emergence results of the
predecessor company for the one month ended January 31, 2008, are
presented separately as successor and predecessor results in the
financial statements presented in accordance with generally
accepted accounting principles (GAAP).  This presentation is
required by GAAP as the successor company is considered to be a
new entity, and the results of the new entity reflect the
application of fresh start accounting.

A full-text copy of the Reorganized Debtor's 2008 Annual Report
for the year ended December 31, 2008, filed with the U.S.
Securities and Exchange Commission on Form 10-K is available for
free at: http://ResearchArchives.com/t/s?3a64

                    Dana Holding Corporation
             Consolidated Unaudited Balance Sheet
                    As of December 31, 2008

Assets
Current assets
Cash and cash equivalents                          $777,000,000
Restricted cash                                               -
Accounts receivable
Trade, less allowance for doubtful accounts        827,000,000
Other                                              170,000,000
Inventories                                         901,000,000
Assets of discontinued operations
Other current assets                                 58,000,000
                                                --------------
Total current assets                              2,733,000,000

Goodwill                                            108,000,000
Intangibles                                         569,000,000
Investments and other assets                        207,000,000
Investments in affiliates                           135,000,000
Property, plant and equipment, net                1,841,000,000
                                                --------------
Total assets                                     $5,593,000,000
                                                ==============

Liabilities and stockholders' equity (deficit)
Current liabilities
Notes payable, including current
portion of long-term debt                          $70,000,000
Debtor-in-possession financing                                -
Accounts payable                                    824,000,000
Accrued payroll and employee benefits               185,000,000
Liabilities of discontinued operations                        -
Taxes on income                                      93,000,000
Other accrued liabilities                           274,000,000
                                                --------------
      Total current liabilities                  1,446,000,000

Liabilities subject to compromise                             -
Deferred employee benefits and other
Non-current liabilities                            845,000,000
Long-term debt                                    1,181,000,000
Minority interest in consolidated  subsidiaries     107,000,000
Commitments and contingencies                                 -
                                                --------------
Total liabilities                                $3,579,000,000

Preferred stock
Series A                                            242,000,000
Series B                                            529,000,000
Common stock                                          1,000,000
Prior Dana common stock,                                      -
Additional paid-in capital                        2,321,000,000
Accumulated deficit                                (720,000,000)
Accumulated other comprehensive loss               (359,000,000)
                                                --------------
Total stockholders' equity (deficit)              2,014,000,000
                                                --------------
Total liabilities and stockholders' equity       $5,593,000,000
                                                ==============

                    Dana Holding Corporation
        Consolidated Unaudited Statement of Operations
          For the Three Months Ended December 31, 2008

Net sales                                        $1,521,000,000
Costs and expenses
Cost of sales                                    1,548,000,000
Selling, general and  administrative expenses       67,000,000
Amortization of intangibles                         17,000,000
Realignment charges, net                            53,000,000
Impairment of goodwill                             (11,000,000)
Impairment of assets                                 4,000,000
Other income, net                                   (1,000,000)
                                                --------------
Income (loss) from continuing operations
before interest, reorganization items
and income taxes                                  (158,000,000)
Interest expense                                     43,000,000
Reorganization items, net                             3,000,000
                                                --------------
Loss from continuing operations before
income taxes                                      (204,000,000)
Income tax benefit (expense)                        (51,000,000)
Equity in earnings of affiliates                     (1,000,000)
                                                --------------
Loss from continuing operations                    (256,000,000)
Loss from discontinued operations                             -
                                                --------------
Net loss                                           (256,000,000)
Preferred stock dividend requirements                 8,000,000
                                                --------------
Net loss available to common stockholders         ($264,000,000)
                                                ==============

                    Dana Holding Corporation
              Consolidated Statement of Operations
                 Year Ended December 31, 2008


Net sales                                        $8,095,000,000
Costs and expenses
Cost of sales                                    7,829,000,000
                                                --------------
Selling, general and administrative expenses       337,000,000
Amortization of intangibles                         66,000,000
Realignment charges, net                           126,000,000
Impairment of goodwill                             169,000,000
Impairment of assets                                14,000,000
Other income, net                                   61,000,000
                                                --------------
Income (loss) from continuing operations
before interest, reorganization items
and income taxes                                  (385,000,000)
Interest expense                                    150,000,000
Reorganization items, net                           123,000,000
Fresh start accounting adjustments                1,009,000,000
                                                --------------
Income (loss) from
continuing operations  before income taxes         351,000,000
Income tax expense                                 (306,000,000)
Minority interests                                   (8,000,000)
Equity in earnings of affiliates                     (9,000,000)
                                                --------------
Income (loss) from continuing operations             28,000,000
Loss from discontinued operations                   (10,000,000)
                                                --------------
Net income (loss)                                   $18,000,000
                                                ==============

                    Dana Holding Corporation
              Consolidated Statement of Cash Flows
             Twelve Months Ended December 31, 2008

Cash flows - operating activities
Net income (loss)                                  $18,000,000
Depreciation                                       292,000,000
Amortization of intangibles                         81,000,000
Amortization of inventory valuation                 15,000,000
Amortization of deferred financing
charges and original issue discount                24,000,000
Loss on repayment of debt                           13,000,000
Impairment of goodwill, intangibles,
investments and other assets                      183,000,000
Non-cash portion of U.K. pension
charge                                                      -
Minority interest                                    8,000,000
Unremitted earnings of affiliates                   17,000,000
Deferred income taxes                              213,000,000
Reorganization:
Gain on settlement of liabilities
subject to compromise                             (27,000,000)
Payment of claims                                 (100,000,000)
Reorganization items net of  cash payments          55,000,000
Fresh start adjustments                         (1,009,000,000)
Payments to VEBAs                                 (788,000,000)
Pension - contributions paid in
excess of expense                                 (38,000,000)
OPEB - cash paid in excess of expense               (2,000,000)
Loss on sale of businesses and assets               13,000,000
Change in accounts receivable                      434,000,000
Change in inventories                               14,000,000
Change in accounts payable                        (210,000,000)
Change in accrued payroll and employee benefits    (67,000,000)
Change in accrued income taxes                     (42,000,000)
Change in other current assets
and liabilities, net                             (124,000,000)
Change in other non-current
assets and liabilities, net                        (8,000,000)
                                               --------------
Net cash flows used in operating  activities    (1,019,000,000)
                                               --------------

Cash flows - investing activities
Purchases of property, plant and equipment        (250,000,000)
Proceeds from sale of businesses  and assets        19,000,000
Change in restricted cash                           93,000,000
Other                                               (6,000,000)
                                               --------------
Net cash flows provided by
(used in) investing activities                   (144,000,000)
                                               --------------
Cash flows - financing activities
Proceeds from (repayment of)
debtor-in-possession facility                     (900,000,000)
Net change in short-term debt                       (88,000,000)
Payment of DCC Medium Term Notes                   (136,000,000)
Proceeds from Exit Facility debt                  1,430,000,000
Original issue discount fees                       (114,000,000)
Deferred financing fees                             (66,000,000)
Repayment of Exit Facility debt                    (164,000,000)
Issuance of Series A and Series B
preferred stock                                    771,000,000
Preferred dividends paid                            (18,000,000)
Other                                               (10,000,000)
                                               ---------------
Net cash flows provided by (used
in) financing activities                           705,000,000
                                               ---------------

Net increase (decrease) in cash
and cash equivalents                              (458,000,000)
Cash and cash equivalents -
beginning of period                              1,271,000,000
Effect of exchange rate changes
on cash balances                                   (40,000,000)
Net change in cash of discontinued operations         4,000,000
                                               ---------------
Cash and cash equivalents end of period            $777,000,000
                                               ===============

                 About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The Company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANA CORP: Silver Point Disposes Of 21,000 Shares
-------------------------------------------------
Silver Point Capital, L.P., disclosed with the U.S. Securities
and Exchange Commission that it disposed of 21,000 shares of Dana
Holding Corp. common stock in a transaction dated March 11, 2009.

After the transaction, Silver Point beneficially owns 4,804,600
shares of Dana common stock, which represents about 5.0% of the
100,065,061 shares of Dana common stock outstanding as of
December 31, 2008.

Silver Point also holds 774,614 shares of Convertible Preferred
Stock of Dana Holding Corp., convertible into 5,872,737 shares of
common stock of Dana previously reported by Silver Point on
June 10, 2008.

Silver Point, as investment manager of Silver Point Capital Fund,
L.P., and Silver Point Capital Offshore Fund, Ltd., may be deemed
to be beneficial owners of shares of stocks held by the Funds.
Silver Point Capital Management, LLC, being the general partner
of Silver Point may be deemed to be the beneficial owner of all
securities held by the Funds.  Edward A. Mule and Robert J.
O'Shea, who are members of Management, may also be deemed to be
beneficial owners of all securities held by the Fund.  Messrs.
Mule and O'Shea, however, disclaim beneficial ownership of the
reported securities held by the Funds except to the extent of
their pecuniary interests.

                 About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DANA CORP: To Cut 5,800 Jobs in 2009 to Maintain Liquidity
----------------------------------------------------------
Dana Holding Corporation will reduce its global workforce by
5,800 in 2009 on top of the 5,000 jobs the auto parts maker
eliminated in 2008, The Toledo Blade reported.  Dana, the
newspaper said, did not identify the affected locations.

Dana, in its Form 10-K for the year ended December 31, 2008, said
that, given the current environment, there is a high degree of
uncertainty that it would not be able to comply with the
financial covenants in its debt agreements or maintain sufficient
liquidity.

John M. Devine, Dana's chairman, chief executive officer, and
president, related that during the second half of 2008, Dana's
production volumes decreased significantly.  Whereas year-over-
year sales for the first half of 2008 were higher, year-over-year
sales in the third quarter and fourth quarter were down 9% and
30%.  Dana's cash position declined from $1,191,000,000 at
June 30, 2008, to $777,000,000 at the end of 2008.  The repayment
of principal and fees in connection with the amendment of the
financial covenants and other provisions of Dana's Exit Facility
reduced cash by $174,000,000.  The remaining $240,000,000 was
used primarily for operating needs and capital expenditures.

Dana has taken significant actions in the last quarter of 2008
and early 2009 to reduce its cost base and improve profitability,
including workforce reductions, reduced capital spending and
pricing adjustments with its customers.  Based on Dana's current
forecast for 2009, the company expects to be able to meet the
financial covenants of its existing debt agreements and have
sufficient liquidity to finance its operations.

However, while Dana believes that the 2009 market demand
assumptions underlying its current forecast are reasonable, the
company has also considered the possibility of even weaker demand
-- based generally on more pessimistic production level
forecasts.  In addition to the external factors potentially
impacting Dana's sales, Mr. Devine said achieving the company's
current forecast is dependent on a number of internal factors
like its ability to execute its remaining cost reduction plans,
to operate effectively within the reduced cost structure and to
realize the projected pricing improvements.

While Dana is confident of its ability to achieve the plan, the
company is not confident that it will be successful.  Mr. Devine
pointed out to a number of factors that could potentially arise
that could result in Dana not attaining the plan or otherwise
creating liquidity issues:

  -- Failure to achieve the price increases and cost reduction
     goals;

  -- Sustained weakness or combined deterioration in global
     conditions;

  -- Failure of GM and Chrysler to meet the terms and conditions
     of U.S. government loans;

  -- Bankruptcy of any significant customer resulting in delayed
     payments and non-payment of trade accounts receivable and
     customer tooling receivables;

  -- Bankruptcy of any significant supplier resulting in delayed
     shipment of production materials or actions to accelerate
     payments for goods or services; and

  -- Loan covenant violations.

According to Mr. Devine, sales to GM in 2008 were 6% of Dana's
consolidated sales, while Chrysler represented approximately 3%.
In the event of a bankruptcy filing on the part of either of
these customers, Dana believes it is likely that most of its
programs would be continued following a bankruptcy filing.

Thus, Dana expects the adverse effects of GM or Chrysler's
bankruptcies would be limited principally to recovering less than
the full amount of the outstanding receivable from the customers
at the time of any bankruptcy filing.  Dana expects its exposure
under a bankruptcy scenario to be in the range of $5,000,000 to
$30,000,000 depending on a number of factors, including the age
and level of receivables at the time of a bankruptcy filing and
whether Dana is treated as a critical supplier.

Non-compliance with the covenants, according to Mr. Devine, would
provide Dana's lenders with the ability to demand immediate
repayment of all outstanding borrowings under the Term Facility
and the Revolving Facility and Dana said it would not have
sufficient cash on hand to satisfy that demand.  Accordingly, the
inability to comply with covenants, obtain waivers for non-
compliance, or obtain alternative financing would have a material
adverse effect on Dana's financial position, results of
operations and cash flows, Mr. Devine said.

Based on Dana's current forecast and its assessment of reasonably
possible scenarios, Dana said it does not believe that there is
substantial doubt about its ability to continue as a going
concern in 2009.

                 About Dana Holding Corporation

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than
60 million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The Company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a shareholders'
deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

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

                         *     *     *

As reported by the TCR on Jan. 15, 2009, Standard & Poor's Ratings
Services lowered its ratings on Dana Holding Corp., including the
corporate credit rating, which was lowered to 'B' from 'B+'.  The
ratings were also removed from CreditWatch, where they had been
placed with negative implications on Nov. 13, 2008.  The outlook
is negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believes the benefit from Dana's ongoing initiative to optimize
its manufacturing footprint will fall short of S&P's previous
near-term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.


DAYTON SUPERIOR: S&P Downgrades Corporate Credit Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its ratings
on Dayton Superior Corp., including its corporate credit rating to
'CCC-' from 'CCC'.  The outlook is negative.  At the same time,
Standard & Poor's lowered its rating on the company's senior
secured notes to 'CCC-' from 'CCC' with a recovery rating of '3',
indicating expectations for meaningful (50%-70%) recovery of
principal in the event of a payment default.

"The downgrade reflects further near-term refinancing risk
following the company's extension of its private exchange offer
for its 13% senior subordinated notes due 2009 and concurrent
solicitation," said Standard & Poor's credit analyst Michael
Scerbo.  Dayton extended the expiration date to April 9, 2009.  As
of March 13, 2009, about $9.6 million in aggregate principal
amount of the notes had been tendered, a significant reduction
from about $63.7 million of notes that had been tendered as of
Oct. 22, 2008.  "The ratings also reflect Dayton's announcement
that the company is continuing negotiations with its senior
lenders regarding the terms of a more comprehensive amendment to
its credit facility or a forbearance arrangement," added Mr.
Scerbo.  On March 16, 2009, Dayton amended its credit facility to
extend the maturity to March 23, 2009, in order to provide the
company with additional time to refinance or restructure its
existing outstanding indebtedness and/or evaluate possible
strategic alternatives, including the possible sale of the company
or a controlling interest in the company.  If the company does not
repay, refinance, or extend the maturity of its existing 13%
notes, its $100 million term loan and revolving credit facility
will mature in March 2009.

The ratings on Dayton reflect the company's refinancing risk,
cyclical commercial end markets, volatile raw-material costs,
relatively small cash flow base, and aggressive leverage.

Dayton is a leading manufacturer and provider of concrete
construction products and forming and shoring equipment.  It
serves three primary end markets-infrastructure, institutional
building, and commercial construction, each representing about
one-third of sales.

The negative outlook reflects the limited time Dayton has to
repay, refinance, or extend the maturity of its existing 13% notes
and S&P's assessment that the company's operating performance will
continue to be under pressure due to weakening commercial
construction end market demand.  S&P could lower the ratings if
Dayton is unable to refinance or extend the maturity of its senior
subordinated notes and its liquidity becomes further constrained.
S&P could also lower the ratings if Dayton enters into a
forbearance arrangement with its senior lenders, which included a
provision whereby interest under the credit agreement will accrue
and would not be paid for a specific time period.  S&P could raise
the ratings, an outcome S&P considers unlikely given the
challenging credit market conditions, if the company successfully
refinances or extends the maturity of its senior subordinated
notes in a manner that does not harm creditors and operating
performance does not decline materially.


DBSI INC: Examiner to Probe States' Allegations of $2-Bil. Fraud
----------------------------------------------------------------
The State of Idaho's Department of Finance has won approval for a
court-appointed examiner in the closely watched bankruptcy
proceedings of DBSI, Inc.

The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware has given the examiner the authority to probe $2
billion in allegedly fraudulent securities transactions made by
DBSI.  The scheme involved more than 12,000 investors and 270
properties throughout the country.  Idaho, the state where DBSI is
located, was joined by other states in the action, including
Alabama, California, Colorado, Hawaii, Montana, Nevada, Oregon,
Pennsylvania, South Carolina, Tennessee, and Washington.

"This is more than just a bankruptcy case.  The State of Idaho
alleges fraudulent activity that mirrors a Ponzi scheme, making it
a sophisticated investor fraud," said David J. Baldwin, a partner
with Potter Anderson & Corroon LLP and lead trial counsel to the
State of Idaho.  "We're pleased the court accepted our motion and
appointed an examiner.  It is important to have someone whose
focus is on the potential wrongdoing of the companies and not just
on the process of a typical bankruptcy proceeding."

DBSI allegedly used powers of attorney, signed by investors at
real estate closings, to convert non-recourse loans to recourse
loans -- making investors personally liable without their
knowledge.

"Investors were also assured there would be 'accountable reserves'
benefitting their properties," said Mr. Baldwin.  "It's now been
shown that DBSI never set aside such reserves at all.  These
investors arguably are now personally liable and the reserves they
expected would be there with their properties don't exist."

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

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

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


DENNIS ALFIERI: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dennis Alfieri
        aka Dennis Victor Alfieri
        860 Fairfield Circle
        Pasadena, CA 91106

Bankruptcy Case No.: 09-16032

Chapter 11 Petition Date: March 17, 2009

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Allan D. Sarver, Esq.
                  ADSarver@aol.com
                  Law Offices of Allan D. Sarver
                  16633 Ventura Blvd Ste 800
                  Encino, CA 91436
                  Tel: (818) 981-0581

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Anthony L. Federico            Personal Loans    $150,000
12306 Van Nuys Boulevard
Lakeview Terrace CA 91342

ProCom Electric Inc            Service Rendered  $89,766
7 Glen Iris
Trabuco Canyon CA 92679
Phone: (949) 589-7654

Zeolla Marble Company Inc      Service Rendered  $64,465
5327 Vanalden Ave
Tarzana CA 91356
Phone: (310)285-3999

ABI Accent Builders Inc        Service Rendered  $28,615

California Golf Cars Inc       Service Rendered  $26,715

JSC Construction               Service Rendered  $16,970

Strasser & Associates PC       Services          $13,378

Pink Transfer Inc              Moving & Storage  $10,742
                               Services

John H. Haigh & Associates     Service Rendered  $8,442

Faultless Electric             Electrical        $5,810
                               Services Rendered

Internal Revenue Service       Tax               $4,804

GEorge's Pipe & Supply         Service Rendered  $4,000

Arroyo Plumbing                Service Rendered  $2,958

Boss Air Mechanical            Service Rendered  $2,669

In-N-Out Burger                Judgment          $1,377

SleepMed/Digitrace Care Svcs   Service Rendered  $1,110

Burkard Nurseries Inc          Service Rendered  $1,061

R.B. Perry & Associates Inc    Service Rendered  $780

Primex Clinical Laboratorie    Service Rendered  $131


DISCOVER FINANCIAL: Fitch Gives BB+ Rating on $1.2BB Pref Stock
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to the $1.2 billion
in preferred stock issued by Discover Financial Services (rated
'BBB/F2' by Fitch), under the Treasury's Capital Purchase Program.
The CPP is one of the U.S. Government programs established to help
stabilize and restore confidence in the U.S. banking system.  This
preferred issuance represents 3% of DFS's total risk-weighted
assets.

Ratings Assigned:

Discover Financial Services
  -- Preferred stock at 'BB+'.


DOLLAR THRIFTY: Aligns Minivan Pricing and Usage
------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said that, effective
immediately, it has implemented excess mileage charges at all
corporate-owned locations in the continental United States with
respect to retail customer rentals of minivans.  Mileage charges
will apply at a rate of $0.25 per mile and will only apply to
those customers who drive in excess of the established mileage
caps of 150 miles per day on daily rentals, and 1,050 miles on
weekly rentals.  Base rental rates on these vehicles will not be
impacted by this change, and the charges are not applicable to
locations in Hawaii.

"The vast majority of our customers drive our minivans below 150
miles a day, and without this pricing change we would be forced to
raise our base rental rate on all minivans.  This pricing change
allows us to retain our value-priced base rental rate, while
better aligning usage and cost as a whole on our minivan fleet,"
said Scott L. Thompson, President and Chief Executive Officer.

              About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

The TCR reported on March 2, 2009, Standard & Poor's Ratings
Services said its ratings on Dollar Thrifty Automotive Group Inc.,
including the 'CCC+' long-term corporate credit rating, remain on
CreditWatch with negative implications.  Ratings were originally
placed on CreditWatch on Feb. 12, 2008, and lowered to current
levels on Dec. 22, 2008.


DORAL FINANCIAL: Moody's Cuts Senior Unsecured Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service lowered the senior unsecured rating of
Doral Financial Corporation to B2 from B1.  The outlook is stable.
Doral Financial Corporation is the immediate holding company of
Doral Bank, an unrated commercial bank headquartered in San Juan,
Puerto Rico.  Doral Financial Corporation and Doral Bank are
indirect subsidiaries of Doral GP Ltd.

Moody's said the downward adjustment of Doral Financial
Corporation's senior unsecured rating by one notch was made to
bring the rating into alignment with Moody's current notching
practices for bank holding companies with non-investment grade
ratings.

Moody's explained that its rating methodology begins with an
assessment of bank-level credit worthiness, even if the bank in
question is not a rated entity, and then notches downward to
capture the structural subordination of holding company
obligations.  Moody's added that its current notching practice is
to incorporate an additional notch into the debt ratings of non-
investment grade banks, in order to reflect the impact of
depositor preference at the bank level.  That, in turn, moves the
debt ratings of all related entities, including the bank holding
company, a notch lower.

Moody's stated that the downward adjustment of Doral's rating was
not driven by a weakened assessment of Doral Financial
Corporation.

Downgrades:

Issuer: Doral Financial Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from B1

Moody's last rating on Doral Financial Corporation was on December
18, 2007, when the rating was upgraded to B1 from B2.

Doral Financial Corporation, headquartered in San Juan, Puerto
Rico, reported assets of $10 billion as of September 2008.


DREIER LLP: Marc Dreier Allegedly Defrauds Investors $700 Million
-----------------------------------------------------------------
Nathan Koppel at The Wall Street Journal reports that an amended
indictment was disclosed on Tuesday, saying that Dreier LLP's Marc
Dreier defrauded investors about $700 million.

According to WSJ, the figure was higher than previously disclosed
in the criminal case.

As reported by the Troubled Company Reporter on February 18, 2009,
Mr. Dreier was released on $10 million bond.  Mr. Dreier left the
Metropolitan Correctional Center in downtown Manhattan February 13
and was driven to his midtown Manhattan home, where he would be
confined under guard pending trial.  Under the terms of his bail,
Mr. Dreier would be subject to electronic monitoring and watched
around the clock by armed security guards to ensure he didn't
flee.  He was indicted by a federal grand jury on January 29,
2009, before the U.S. District Court for conspiracy, securities
fraud and wire fraud.

WSJ relates that federal prosecutors previously had claimed that
Mr. Dreier sold almost $400 million in fictitious notes, but
prosecutors now allege that from 2004 through December 2008, Mr.
Dreier sold almost $700 million in notes to 13 different hedge
funds and three individuals.

Prosecutors, WSJ states, are demanding that Mr. Dreier to
surrender $700 million, including all of his interest in a yacht,
luxury cars, and more than 200 works of art.

WSJ reports that prosecutors accused Mr. Dreier of depositing from
2004 to 2008 funds from his note sales into accounts held by
Dreier LLP.  WSJ states that Mr. Dreier filed on Monday a motion
to dismiss the securities-fraud charge on the alleged grounds that
promissory notes don't count as "securities" under U.S. Supreme
Court precedent.

Mr. Dreier is facing a total of eight criminal counts, including
conspiracy, securities fraud, and five counts of wire fraud, WSJ
says.

                       About Marc S. Dreier

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.  Mr. Dreier has been charged by the U.S. government for
conspiracy, securities fraud and wire fraud before the U.S.
District Court for the Southern District of New York (Manhattan)
(Case No. 09-cr-00085-JSR).

Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between $10
million to $50 million in its filing.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Chapter 11 estate of Dreier LLP, and Steven J. Reisman as
postconfirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that sent Mr. Dreier to
bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y.,
Case No. 09-10371).


DRUG FAIR: Files for Chapter 11 & Sell 32 Pharmacies to Walgreens
-----------------------------------------------------------------
Drug Fair Group, Inc., and its parent company CDI Group, Inc.,
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware.  In connection with the Chapter 11
filing, Drug Fair entered into an agreement with a subsidiary of
Walgreen Co. to sell substantially all of its assets associated
with 32 of its stores to Walgreens.  The proposed transaction
remains subject to the marketing requirements of the Bankruptcy
Code and the approval of the Bankruptcy Court.

Prior to its Chapter 11 filing, Drug Fair sold various assets at
13 locations to third parties, including Walgreens who purchased
prescription files from the following 11 Drug Fair locations:

   -- 400 Springfield Ave., Berkeley Heights, NJ
   -- 1046 Saint Georges Ave., Rahway, NJ
   -- 9 Kennedy Mall, Brick, NJ
   -- 175 Locust Ave., West Long Branch, NJ
   -- 620 South Ave. E, Cranford, NJ
   -- 338 Ramapo Valley Rd., Oakland, NJ
   -- 1408 South Ave., Plainfield, NJ
   -- 11-15 River Rd., N. Arlington, NJ
   -- 1006 US Hwy 46, Clifton, NJ
   -- 481 Union Ave., Bridgewater, NJ
   -- 51 State Rt. 17, East Rutherford, NJ

Patients previously served by these 11 pharmacies now have access
to their prescription histories at any nearby Walgreens, or any of
the nearly 6,700 Walgreens locations nationwide.

Drug Fair is committed to continuing to provide quality service
and products to its valued customers throughout the course of the
Chapter 11 process.  Day-to-day operations will be uninterrupted
at the locations that are to be sold as part of the proposed
transaction with Walgreens.

In connection with the Chapter 11 filing, Drug Fair has arranged a
four-month secured debtor-in-possession financing facility in the
amount of $40 million.  If approved by the Court, proceeds from
the DIP Financing will be used by Drug Fair to fund its operations
during the Chapter 11 proceedings and should enable it to continue
to satisfy its obligations associated with its remaining
operations, including payment of employee wages and benefits and
post-petition obligations to vendors.

"After exploring alternatives following a thorough consultation
with its legal and financial advisors, Drug Fair's board of
directors determined that an orderly sale of the Company's assets
through a Chapter 11 process, together with those assets sold
prior to the Chapter 11 filing, would be the most prudent and
effective way to maximize value for Drug Fair's stakeholders. The
Board, Drug Fair's management and I would like to thank our
customers, employees and vendors for their ongoing support in what
has been a difficult and uncertain period for us," said Tim
Boates, Drug Fair's Chief Restructuring Officer. "We have worked
very hard to structure a transaction that is in the best interest
of all parties, including our employees and the communities they
serve.  We feel we have identified a great company to carry that
service forward into the future."

"Drug Fair has been a respected pharmacy in this region for more
than 50 years," said Walgreens market vice president for the
Northeast, Tim Anhorn.  "We're pleased to be able to keep most of
the stores open and continue providing these communities with
convenient access to high quality pharmacy services and basic
needs. Customers will continue to see many of the familiar faces
behind the counter they trust for their health care needs."

                       About Drug Fair Group

Based in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
operates pharmacies and general merchandise stores in northern and
central New Jersey.  Founded in 1954, the Company has two
divisions: Drug Fair and Cost Cutters.  The Drug Fair division
includes stores which sell both pharmaceuticals and general
merchandise and the Cost Cutters division which are larger format
stores that offer value-oriented, general merchandise.


DRUG FAIR: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Drug Fair Group, Inc.
        fka Community Distributors, Inc.
        800 Cottontail Lane
        Somerset, NJ 08873

Bankruptcy Case No.: 09-10897

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
CDI Group, Inc.                                    09-10898

Type of Business: The Debtors sell dietary health supplements.

                  See: http://www.drugfair.com/

Chapter 11 Petition Date: March 18, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Domenic E. Pacitti, Esq.
                  dpacitti@klehr.com
                  Michael W. Yurkewicz, Esq.
                  myurkewicz@klehr.com
                  Klehr Harrison Harvey Branzburg & Ellers
                  919 Market St.
                  Wilmington, DE 19801
                  Tel: (302) 426-1189
                  Fax: (302) 426-9193

Claims Agent: Epiq Bankruptcy Solutions, LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cardinal Health                trade debt        $17,990,274
c/o Stephen White
430 Downer Street
Westfield, NJ 07090
Tel: (908) 232-5401
Fax: (203) 292-2632

Rockaway Pharmacy,             lessors/contracts $1,473,697
Inc. Rockaway, NJ 07866
PO Box 230
Tel: (973) 627-5544
Fax: (973) 625-1441

Raritan Pharmacy               lessors/contracts $880,618
25 West Somerset Street
Raritan, NJ 08869
Tel: (908) 429-5544
Fax: (908) 725-3006

American Greetings             trade debt        $553,422
c/o Tony Whitaker
67-66 108th Street, #6D-64
Forest Hills, NY 11375
Tel: (347) 615-2671
Fax: (216) 252-6493

Creative Pharmacy              lessors/contracts $546,218
Corp.
t/a Rogers Pharmacy
364 Springfield Avenue
Summit, NJ 07901
Tel: (908) 273-0074
Fax: (908) 273-2355

PSE&GCO                        trade debt        $530,971
PO Box 14106
New Brunswick, NJ 08906-4106
Tel: (800) 436-7734
Fax: (973) 824-7056

Glennborough Properties LP     lessors/contracts $463,384

Mead Products                  trade debt        $419,243

Pepsi Cola of New Jersey       trade debt        $399,506

Johnson & Johnson              trade debt        $293,956

Procter & Gamble               trade debt        $287,034

Qualco, Inc.                   trade debt        $271,158

CBA                            trade debt        $252,303

Tatum, LLC                     trade debt        $240,238

H.D. Smith                     trade debt        $240,015

AGILYSY                        trade debt        $239,966

Graphic Communications Holding trade debt        $238,781
Inc.

L & R Distributors, Inc.       trade debt        $236,095

Quality King                   trade debt        $233,113
Distributors

Burpee Garden Products Co.     trade debt        $231,391

Ingram Entertainment, Inc.     trade debt        $231,387

Nestle Waters North            trade debt        $223,346
America, Inc.

L&R Distributors               trade debt        $211,243

Networking Unlimited Inc.      trade debt        $201,200

Russell Stover Candies         trade debt        $186,647

Flexocraft                     trade debt        $182,243

Kinray, Inc.                   trade debt        $181,847

Snapple Distributors Inc.      trade debt        $180,614

Protiviti                      trade debt        $175,348

Horizon BCBSNJ Acct 00-85467   trade debt        $163,348

The petition was signed by Timothy Boates, chief restructuring
officer.


DUNMORE HOMES: Court Okays Bankruptcy Case Transfer to Sacramento
-----------------------------------------------------------------
Sacramento Business Journal reports that the Hon. Martin Glenn of
the U.S. Bankruptcy Court for the Southern District of New York
has granted creditors' request to transfer Dunmore Homes Inc.'s
bankruptcy case to Sacramento.

The Associated Press relates that Dunmore Homes filed for Chapter
11 bankruptcy protection in New York.  Dunmore Homes listed more
than $100 million in assets and more than $100 million in debts,
court documents say.

According to Business Journal, Dunmore Homes incorporated in New
York in 2008 when all the assets were sold to a new owner.
Business Journal relates that majority of the companies seeking
payment for overdue bills are in California, where all of the
building took place.

Judge Glenn ruled that it will be more convenient to have the case
in Sacramento, as 24 of the 30 top creditors are based in
California, Business Journal states.

Dunmore Homes, says Business Journal, has received permission to
sell off property.  Business Journal states that Dunmore Homes
acquired 38 acres in Delhi, south of Modesto, in 2005 for
$2.7 million.  Dunmore Homes then discovered that "the ability to
plan and develop the property in the short term would be severely
hindered by the lack of availability of water and sewer capacity,"
Business relates, citing Dunmore Homes Central Valley Division
President Michael Lutz.  Business Journal reports that a buyer,
listed as MCD-Delhi LLC in the sales agreement, later emerged and
agreed to buy the acreage for $849,000.  The sale received court
approval in February 2009, according to the report.

Dunmore Homes Inc. is a privately owned residential homebuilder
based in Granite Bay, California.  Michael A. Kane of Granite Bay
is Company's owner.


ENERGY PARTNERS: Expects Going Concern Doubt from KPMG; May File
----------------------------------------------------------------
Energy Partners, Ltd., sent a document to the Securities and
Exchange Commission saying that it won't be able to file its
annual report on Form 10-K on time.  While KPMG LLP has not
completed its audit procedures, Energy Partners management
anticipates the independent auditor to express substantial doubt
about the Company's ability to continue as a going concern.

Energy Partners says its business was adversely impacted to a
significant extent in 2008 as a result of a number of negative
influences and factors, including:

   -- hurricanes in August and September of 2008 damaged third-
      party production pipelines, causing us to shut-in a
      significant amount of its production from September 2008
      through January 2009;

   -- oil and natural gas prices declined in the fourth quarter of
      2008 to the lowest levels since 2001 and have remained at
      low levels for much of the first quarter of 2009;

   -- the worldwide credit and capital markets collapsed in 2008
      and the availability of debt and equity financing became
      significantly more scarce, thus reducing financial
      flexibility for most companies, including the Company; and

   -- the Minerals Management Service ("MMS") rejected its request
      for waiver of supplemental bonding requirements for the
      decommissioning of certain of its federal offshore
      properties, resulting in the requirement for us to provide
      cash or other financial support totaling $47.3 million,
      $12.5 million of which was provided as of December 31, 2008,
      $16.7 million of which is due by March 27, 2009 (which date
      is the end of a 30-day grace period), and the remaining
      $18.1 million of which is payable in equal quarterly amounts
      of $1.2 million beginning March 31, 2009.  The Company is in
      a continuing dialogue with the MMS concerning this matter.
      If it does not resolve this matter successfully, the Company
      could be forced to shut in a portion of production.

"These events have negatively impacted our business and caused us
to experience a shortage of liquidity that jeopardizes our ability
to continue as a going concern," the Company admitted.

The Company is considering multiple alternatives to remedy its
current liquidity situation, including the recapitalization of its
balance sheet, targeted cost reductions, significantly reduced
drilling expenditures during 2009, the sale of assets and the sale
of the Company.  "If we are not able to successfully negotiate
relief from certain of our debt obligations or successfully
implement one or more of these strategies, or in order for us to
successfully implement one or more of these strategies, we may be
forced to voluntarily seek bankruptcy protection."

           Effect of Recent Reduction of Borrowing Base

In March 2009, the Company was notified by the administrative
agent for its bank lending group that the semi-annual re-
determination of the borrowing base under its revolving credit
facility was performed, resulting in a new borrowing base of $45
million, down from the prior borrowing base of $150 million.  The
Company currently has $83 million drawn under this credit
facility, which results in a borrowing base deficiency of $38
million.  As a result, the Company is not able to borrow funds
under the revolving credit facility.  Among the alternatives
available, the Company may elect to repay the Borrowing Base
Deficiency in monthly installments of amounts to be approved by
the administrative agent, not to exceed six monthly installments
without the approval of a majority of the holders of the
outstanding commitments.  The Company is currently in discussions
with its bank lender group regarding these payments.  If its
proposed monthly installment payments are not approved by the
administrative agent or the Company cannot demonstrate to the
satisfaction of the administrative agent that it has sufficient
available monthly cash flow to pay such installment payments, the
administrative agent may require us to immediately pay the full
Borrowing Base Deficiency.

In addition, the Company is required to pay approximately $45
million in interest annually on its $450 million principal amount
of senior unsecured notes, including about $17 million on April
15, 2009.  It is currently in discussions with its noteholders
regarding these payments.  Its forecasted cash flows for 2009 are
not sufficient to fund the payment of the Borrowing Base
Deficiency and to continue to make payments of interest on our
senior unsecured notes.  The failure to make either of these
payments will result in an event of default under the instruments
governing the applicable debt obligation and will ultimately
trigger cross default provisions (and related possible
acceleration of payment obligations) under each of its respective
debt obligations.  The Company does not have sufficient liquidity
to repay all of its debt obligations in the event of an
acceleration of payment of such obligations.

         Projected Covenant Defaults under Credit Facility

After analyzing forecasted cash flow and results of operations for
2009, the Company believes it is reasonably likely that it will
breach one or more of the financial covenants in its bank credit
facility upon the completion of its financial statements for the
first quarter of 2009, which breaches will constitute an immediate
default under its bank credit facility.  Furthermore, the
anticipated inclusion in the auditors' report about the Company's
ability to continue as a going concern will constitute a breach of
a covenant under its bank credit facility, which, if not waived,
will become a default after a 30-day grace period following the
end of the first quarter of 2009.

"We are attempting to negotiate amendments to our bank credit
facility financial covenants to obtain increased flexibility in
our debt compliance ratios and other covenant requirements," the
Company said.

Any default under the bank credit facility would also result in an
event of default under its $450 million principal amount of senior
unsecured notes.

        Potential Future Default under Senior Unsecured Notes

The Company's forecasted cash flows for 2009 are not sufficient to
fund the required bank credit facility principal reduction amounts
and continue to make periodic payments of interest on its senior
unsecured notes.  Nonpayment of the interest on the senior
unsecured notes, if not remedied within 30 days, is an event of
default under the senior unsecured notes indenture and allows the
trustee or 25% or more of the holders of the senior unsecured
notes to declare all unpaid principal and interest immediately due
and payable.  The next interest payment of $17 million on the $450
million principal amount of senior unsecured notes is due on
April 15, 2009.

                       Surety Obligations

In December 2008 and the first quarter of 2009, the Company posted
cash collateral to restricted accounts for the benefit of certain
of its indemnity companies totaling $5.7 million in response to
requests by two indemnity companies to provide reserves against
its surety bonds with them, and at least one of its indemnity
companies has discussed with us increasing the cash reserves we
provide to them.  The Company's agreements with these indemnity
companies allow them to demand cash reserves or letters of credit
to support its outstanding surety bonds.  The Company has
outstanding $63.2 million in surety bonds with four different
indemnity companies.  If some or all of its indemnity companies
formally request additional reserves with respect to these
outstanding surety bonds, the Company projects that it will not
have sufficient cash or borrowing capacity to comply with those
requests.

                  Changes to Production Levels

Due to its current liquidity situation and currently depressed
commodity prices, the Company expects to significantly reduce
capital expenditures during 2009 and to suspend its exploratory
drilling program.  As a result, the Company does not expect to be
able to maintain its current production levels and it expects its
production to decline significantly during 2009 primarily due to
natural reservoir declines combined with minimal investment in
reserve replacement activities.  In addition, the additional 2,000
Boe per day of production expected to come online in February 2009
has still not commenced production because the operator of the
pipeline has not successfully completed the repairs and flow tests
required to restore production.

                    Potential NYSE Delisting

At the current trading prices of its common stock, the Company
says it may soon fail to meet one or more of the quantitative
continued listing standards adopted by the New York Stock
Exchange.  If its common stock is ultimately delisted from the New
York Stock Exchange, trading of its common stock most likely will
be conducted in the over-the-counter market on an electronic
bulletin board established for unlisted securities such as the
"pink sheets" or the OTC Bulletin Board.  Such trading will reduce
the market liquidity of the common stock.

              Changes in the Board and Management

The Company announced on February 23, 2009 that its Board of
Directors was reduced from eleven to seven members to better
reflect its current needs, and that we retained Parkman Whaling
LLC as its financial advisor to assist the Board of Directors and
senior management in its ongoing and active exploration of
strategic alternatives, including a potential recapitalization of
its balance sheet.

In addition, on March 4, 2009, the Company announced the
resignation of Joseph T. Leary as its Executive Vice President and
Chief Financial Officer.  On March 16, 2009, it announced the
resignation of Richard A. Bachmann as its Chairman and Chief
Excecutive Officer and the engagement of Alan D. Bell as its Chief
Restructuring Officer.

           Anticipated Changes in Results of Operations

"Our operating results for the year ended December 31, 2008
compared to the year ended December 31, 2007 reflect a decline in
production from our existing core oil and natural gas properties
due primarily to natural reservoir declines, and the impact of the
hurricanes which curtailed a significant amount of our production
from September 2008 through January 2009," the Company said.  It
added that production also declined as a result of sales of
certain of its producing properties in June 2007 and March 2008.

Higher average oil and natural gas prices contributed favorably to
its revenue for the year ended December 31, 2008, during which it
realized an estimated 44% increase in its average sales price per
Boe (exclusive of derivative instruments) over the year ended
December 31, 2007.  The precipitous decline in oil and natural gas
prices that began in the third quarter of 2008 is not fully
reflected in its realizations for the full 2008 year because of
the significant decline in its production as a result of the
hurricanes which substantially reduced production rates from
September 2008 through January 2009.

The Company estimate its consolidated net loss for the year ended
December 31, 2008 will be in the range of $40 million to
$50 million, or $1.25 to $1.55 loss per diluted share.  For the
year ended December 31, 2007, it reported a net loss of $80.0
million, or $2.32 loss per diluted share.

The Company estimates revenue for the year ended December 31, 2008
will be approximately $356 million as compared to $454.6 million
for the year ended December 31, 2007.  The Company expects lease
operating expenses for the year ended December 31, 2008 of
approximately $68 million, a slight decline from the year ended
December 31, 2007 amount of $69.9 million.  It expects general and
administrative expenses to total approximately $45 million for the
year ended December 31, 2008, a decline from the year ended
December 31, 2007 amount of $61.7 million, which 2007 amount
included $9.4 million of legal and financial advisory fees not
present in 2008.

The Company expects to report non-cash impairment charges of
approximately $102 million associated with its oil and natural gas
properties for the year ended December 31, 2008.  Its non-cash
impairment charges totaled $114.9 million for the year ended
December 31, 2007.  The 2008 impairments resulted primarily from a
combination of lower oil and natural gas prices and anticipated
reduced capital spending based on the lower commodity price
environment described above.

The Company expects to record approximately $22 million of losses
related to plugging and abandonment work performed in the fourth
quarter of 2008 and for estimated costs for work continuing into
2009 due to revisions to increase previously recorded estimates
for asset retirement obligations ("ARO"). The additional ARO costs
resulted from factors including scope changes, weather delays and
changes in the equipment used in the planned work, which, for
certain properties, included the use of a drilling rig previously
under contract in the fourth quarter of 2008. We settled
approximately $24 million of abandonment liabilities in 2008 and
estimate its ARO will be approximately $100 million at December
31, 2008, compared with $77.9 million at December 31, 2007.

The Company estimates its loss from operations for the year ended
December 31, 2008 will be in the range of $15 million to $25
million as compared to the $56.0 million loss from operations
reported for the year ended December 31, 2007.  The estimated loss
from operations for the year ended December 31, 2008 includes
estimated amounts recoverable from business interruption insurance
related to the insured portion of production deferred as a result
of the 2008 hurricanes of approximately $4 million.

At December 31, 2008, total debt was $497.5 million, which
included $43.0 million of borrowings during the fourth quarter
under its bank credit facility.  These borrowings, which were
continuing to occur during the first quarter 2009, have been
necessary due to production volumes being severely curtailed as we
awaited repairs to third party pipelines damaged by the 2008
hurricanes.  Its bank credit facility balance is $83 million.

                       About Energy Partners

Energy Partners, Ltd. is an independent oil and natural gas
exploration and production company. The Company had interests in
24 producing fields, six fields under development and one property
on which drilling operations were then being conducted, all of
which are located in the Gulf of Mexico Region.

As reported by the TCR on March 18, Standard & Poor's Ratings
Services lowered its corporate credit rating on independent
exploration and production firm Energy Partners Ltd. to 'CCC-'
from 'CCC+'.  Moody's Investors Service earlier downgraded Energy
Partners' Corporate Family Rating to Caa3 from Caa1.


EVERYTHING BUT WATER: Proposes $11-Mil. Loan and Quick Sale
-----------------------------------------------------------
According to a report by Bloomberg News, Everything But Water LLC
has asked the U.S. Bankruptcy Court for the District of Delaware
to approve its $11 million debtor-in-possession loan, which
requires the immediate sale of its business.

The DIP loan matures May 4.  The Court has previously allowed the
Debtor to access $4 million when it granted interim approval of
the financing.

Secured lender D.B. Zwirn Special Opportunities Fund LP has
submitted an offer for business, by crediting bidding $19 million
of its secured debt.

Bill Rochelle says the official unsecured creditors committee of
the Debtor wants the sale process slowed down by a month.
Everything But, according to the report, however, says the
business is in extremis and it does "not have the luxury" of
slowing down the sale.

Based in Orlando, Florida, Everything But Water, LLC --
http://www.everythingbutwater.com/-- owns and operates a chain of
women's swim and resort-wear stores in the United States.

Everything But Water and its affiliate, Just Add Water, Inc.,
filed for Chapter 11 bankruptcy protection on February 25, 2009
(Bankr. D. Del. Case Nos. 09-10649 and 09-10650).  Judge Mary F.
Walrath presides over the case.  Neil Raymond Lapinski, Esq., and
Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf in
Wilmington, serve as bankruptcy counsel.  When it filed for
bankruptcy, Everything But Water disclosed $50,001 to $100,000 in
assets and $1,000,001 to $10,000,000 in debts.


FAIRCHILD CORP: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------
The Fairchild Corporation filed for voluntary Chapter 11
bankruptcy reorganization in the District of Delaware. The Company
intends to file a variety of first day motions with the court
that, with Court approval, will allow it to continue to conduct
its business as usual without interruption.  The Company expects
that it will continue to manage its properties and operate its
business as a "debtor-in-possession" under the jurisdiction of the
United States Bankruptcy Court for the District of Delaware and in
accordance with the applicable provisions of the Bankruptcy Code.

As is customary with public companies that have filed for Chapter
11, the Company expects the OTC bulletin board to temporarily halt
trading of the company's stock pending receipt of additional
information on the Company's financial condition and
reorganization plans.  The company will cooperate in providing any
such information requested by the OTC bulletin board.

The Company's principal bankruptcy attorneys are Curtis, Mallet-
Prevost, Colt & Mosle LLP and Richards, Layton & Finger.  The
Company's independent financial advisor is CRG Consulting.  The
Company's claims agent is Epiq Systems Bankruptcy Solutions.

              Hein Gericke Unit Sold to ARRC for EUR1

The bankruptcy filing is on the heels of Fairchild's sale of one
of its businesses.  Michael L. McDonald, Fairchild's Senior Vice
President and CFO, said in a regulatory filing with the Securities
and Exchange Commission that on March 12, 2009, the Company's
Board of Directors approved a sale of Hein Gericke Deutschland
GmbH and its remaining subsidiaries to ARRC GmbH -- a group
consisting of four members of existing Hein Gericke management.
The purchase price was EUR1, plus future mandatory proceeds to
repay inter-company loans:

   -- EUR500,000 due on or before September 30, 2009.
   -- EUR500,000 due on or before September 30, 2010.

The Company may also receive future earn-out consideration,
structured as inter-company loan repayments:

   -- 15% of EBITDA of Hein Gericke, up to a maximum of
      EUR750,000 for the fiscal year ending September 30, 2011,
      with payment due on May 31, 2012.

   -- 15% of EBITDA of Hein Gericke, up to a maximum of
      EUR750,000 for the fiscal year ending September 30, 2012,
      with payment due on May 31, 2013.

   -- 15% of EBITDA of Hein Gericke, up to a maximum of
      EUR750,000 for the fiscal year ending September 30, 2013,
      with payment due on May 31, 2014.

In addition, if ARRC GbmH sells Hein Gericke during the next 10
years, Fairchild will receive 15% of the net proceeds.

Fairchild said, despite the transaction, it faces an extremely
critical and immediate liquidity issue.

                  About The Fairchild Corporation

Based in McLean, Virginia, The Fairchild Corporation (OTC:FCHD.PK)
-- http://www.fairchild.com/-- operates under three segments:
aerospace, real estate, and motorcycle apparel.  Fairchild's
aerospace segment is engaged in the aerospace distribution
business which stocks and distributes a wide variety of parts to
operators and aerospace companies providing aircraft parts and
services to customers worldwide.  Fairchild also owns and develops
commercial real estate.  Fairchild's motorcycle apparel business
designs and produces apparel under private labels for third
parties, including Harley-Davidson and also owns a 49% interest in
PoloExpress, a business which designs and sells motorcycle
protective apparel, helmets, and a large selection of technical
accessories, for motorcyclists and operates approximately 96
retail shops in Switzerland and Germany.


FAIRCHILD CORP: Case Summary & 45 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Fairchild Corporation
        1750 Tysons Boulevard, Suite 1400
        McLean, VA 22102

Bankruptcy Case No.: 09-10899

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
A10 Inc.                                           09-10900
Aero International, Inc.                           09-10901
Banner Aerospace Holding Company I, Inc.           09-10902
Fairchild France, Inc.                             09-10903
Banner Aerospace Holding Company II, Inc.          09-10904
Fairchild Holding Corp.                            09-10905
Banner Aerospace Services, Inc.                    09-10906
Fairchild International, Inc.                      09-10907
Banner Aerospace-Singapore, Inc.                   09-10908
Fairchild Realty, LLC                              09-10909
Banner Capital Ventures, Inc.                      09-10910
Fairchild Retiree Medical Services, Inc.           09-10911
Banner Energy Corporation of Kentucky, Inc.        09-10912
Banner Industrial Distribution, Inc.               09-10913
Fairchild Sports USA, Inc.                         09-10914
Meow, Inc.                                         09-10915
Fairchild Sports, Inc.                             09-10916
Banner Industrial Products, Inc.                   09-10917
Fairchild Switzerland, Inc.                        09-10918
NASAM Incorporated                                 09-10919
BAR DE, Inc.                                       09-10920
Fairchild Technologies IP, Inc.                    09-10921
PB Herndon Aerospace, Inc.                         09-10922
Fairchild Titanium Technologies, Inc.              09-10923
Plymouth Leasing Company                           09-10924
Fairchild Trading Corp.                            09-10925
DAC International, Inc.                            09-10926
Professional Aircraft Accessories, Inc.            09-10927
Professional Aviation Associates, Inc.             09-10928
Faircraft Sales, Ltd.                              09-10929
Recoil Australia Holdings, Inc.                    09-10930
Dallas Aerospace, Inc.                             09-10931
GCCUS, Inc.                                        09-10932
Recoil Holdings, Inc.                              09-10933
DEM Mairoll, LLC                                   09-10934
Recoil Inc.                                        09-10935
Gobble Gobble, Inc.                                09-10936
Discontinued Aircraft, Inc.                        09-10937
Recycling Investments II, Inc.                     09-10938
Recycling Investments III, Inc.                    09-10939
Discontinued Services, Inc.                        09-10940
Intersport Fashions West, Inc.                     09-10941
Republic Thunderbolt North, LLC                    09-10942
Jenkins Coal Dock Company, Inc.                    09-10943
Republic Thunderbolt West, LLC                     09-10944
Euro MLS, Inc.                                     09-10945
Mairoll, Inc.                                      09-10946
Marcliff Corporation                               09-10947
Republic Thunderbolt, LLC                          09-10948
Marson Creative Fastener, Inc.                     09-10949
RHI Holdings, Inc.                                 09-10950
Fairchild Data Corporation                         09-10951
Sheepdog, Inc.                                     09-10952
Matrix Aviation, Inc.                              09-10953
Sovereign Air Limited                              09-10954

Type of Business: The Debtors design and sell protective clothing,
                  helmets and technical accessories for
                  motorcyclists in Europe and the United States;
                  and in aerospace distribution businesses which
                  stock and distribute a wide variety of parts to
                  aircraft operators and aerospace customers
                  providing aircraft parts and services to
                  customers worldwide.

                  See: http://www.fairchild.com/

Chapter 11 Petition Date: March 18, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: Jason M. Madron, Esq.
                  merchant@rlf.com
                  madron@rlf.com
                  Michael Joseph Merchant, Esq.
                  Richards Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

The Debtors' financial condition as of January 31, 2009:

Total Assets: $89,433,000

Total Debts: $228,095,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Pension Benefit Guaranty       Benefit Plan      $55,000,000
Corporation
1200 K Street, N.W.
Washington, DC 20005-4026
Tel: (202) 326-4000
Fax: (202) 842-2643

AVI Juchen GmbH                Letter of         $33,658,000
Widdersdorfer Strasse 252      Comfort           [EUR26,502,000]
D-50933 Cologne, Germany
Mr. Michael Martin
Managing Director
Tel: +49 221 94 97 32 0
Fax: +49 221 49 72 168

Retiree Health Plan for a      Benefit Plan      $18,671,000
Certain Class of Former
Employees of Fairchild
Republic Company
c/o Mr. Richard Dorn
Levy Ratner P.C. 80 8th Ave.
80 8th Avenue 8th Floor
New York, NY 10011-5126
New York, NY 10011-5126
Tel: (212) 627-8100
Fax: (212) 627-8182

Ohio Workers Compensation      Assumed Liability $9,590,000
Mr. Joseph T. Chapman
Senior Assistant
Attorney General
150 E. Gay Street, 21st Floor
Columbus, Ohio
Tel: (614) 466-6594
Fax: (614) 752-9070

AVI Lagertechnic GmbH          Letter of         $9,340,000
Widdersdorfer Strasse 252      Comfort           [EUR7,353,750]
0-50933 Cologne, Germany
Mr. Michael Martin
Managing Director
Tel: +49 221 9497320
Fax: +492214972 168

Stadtsparkasse DUsseldorf      Guaranty          $6,604,000
Berliner Alle 33                                 [EUR5,200,000]
40212 DUsseldorf, Germany
Mr. Norbert Prenzel
Tel: +49 211 878 5800
Fax: +49211 878 5805

HSBC Trinkaus & Burkhardt  AG  Guaranty          $6,604,000
Konigsalle 21-23                                 [EUR5,200,000]
40212 DUsseldorf, Germany
Mr. Stephan Beckers
Tel: +49 211 910 1369
Fax: +49 211 910 2535

Column Financial               Environmental     $6,195,000
c/o Keybank Real Estate
Capital
Mr. Robert Van Biber
911 Main Street, Suite 1500
Kansas City, MO 64105
Tel: (816) 412-5181
Fax: (877) 379-1625

New York Dept. of              Environmental     $6,195,000
Environmental Conservation
Division of Environmental
Remedial Bureau A
Mr. Steven Scharf, P.E.
625 Broadway, 11th Floor
Albany, NY 12233
Tel: (518) 402-9620
Fax: (518) 402-9022

San Gabriel Valley BPOU        Environmental     $2,287,000
(Tubing Seal Cap; Azusa, CA)

  Mr. C. Scott Goulart
  Highway50 at Aemjet Road
  PG
  Rancho Cordova, CA 95670

  Mr. Norman Dupont Esq.
  ndupont@rwglaw.com
  Reichhold,Inc.
  c/o Richards, Watson &
  Gershon
  355 South Grand Ave.
  40th Floor
  Los Angeles, CA 90071-3101

  Mr. Steven Richtel
  srichtel@wm.com
  Chemical Waste Management
  c/o Waste Management, Inc.
  8310 South Valley Highway Rd.
  Suite 200
  Englewood,CO 80112

  Mr. Wayne Praskings
  Environmental Protection
  Agency
  US Environmental Protection
  Agency
  Region 9
  75 HawthorneStreet (SFD-7-3)
  San Francisco,CA 94105

  Mr. Mark Allendorf
  Mark.allendorf@awin.com
  1001 South Dairy Ashford
  Suite 400
  Houston,TX 77077

  Mr. Paul Tamborrino
  Special Assistant
  ptamborrino@hartwellcorp.com
  Hartwell Corporation
  900 S. Richfield Road
  Placentia,CA 92870

  Mr. Thomas L. Meyer Esq.
  tmeyer@parker,com
  Winco Enterprises Inc.
  c/o Parker-Hannifin
  Corporation
  6035 ParklandBoulevard
  Mayfield Heights,OH 44124

  Mr. Frederic A Fudacz
  Water Entities
  c/o Nossaman LLP
  445 S. Figueroa Street
  31st Floor
  Los Angeles, CA 90071

Jerry R. Lirette               Deferred          $1,575,000
Mr. Jerry R. Lirette           Compensation
29111 Stephenson Highway
Madison Heights, MI 48071
Tel: (248) 646-2191

Universal Avionics Systems     Trade             $1,350,000
3260 E. Universal Way
Mr. Paul Deherrea
Chief Operating Officer
Tucson, AZ 85756-5097
Fax: (520) 434-4454

Schopf& Weiss LLP              Trade             $1,290,000
Peter Baugher Esq.
One South Wacker Drive
28th Floor
Chicago, IL 60606
Tel: (312) 701-9315
Fax: (312) 701-9335

BDO Seidman LLP                Trade             $857,000
Mr. Mark Ellenbogen
7101 Wisconsin Avenue
Suite 800
Bethesda, MD 20814-4868
Tel: (301) 634-4975
Fax: (301) 654-3567

Ohio Casualty Insurance Co.    Guaranty          $825,000
c/o Mr. William Woods Esq.
McNamara & McNamara
88 E. Broad Street, Suite 1250
Columbus Ohio 43215
Tel: (614) 228-6131
Fax: (614) 228-6126

Messier Services America, Inc. Trade             $725,000
Ms. Alexaodra Causse
36 Hartford Street
San Francisco, CA 94114
Tel: (415) 839-8485
Fax: (415) 215-1619

Donald Taylor                  Life Insurance    $660,000
1 Runnymede Drive
North Hampton, NH 03862
Tel: (603) 964-6467

Maryland Department of the     Environmental     $618,000
Environment
Mr. Chau Nguyen
1800 Washington Blvd., Ste 625
Baltimore, MD 21230
Tel: (410) 537-3000

Stadtsparkasse DUsseldorf      Loan Guaranty     $598,000
Berliner Alle 33               Agreement         [EUR470,400]
Mr. Norbert Prenzel
40212 DUsseldorf, Germany
Tel: +49 211 878 5800
Fax: +49211 878 5805

HSBC Trinkaus & Burkhardt AG   Loan Guaranty     $598,000
Agreement                                        [EUR470,400]
Mr. Stephan Beckers
Konigsalle 21-23
40212 DUsseldorf, Germany
Tel: +49211910 1369
Fax: +492119102535

Michigan Dept. of Env'l        Environmental     $568,000
Quality
Ms. Elaine Pele
2100 West M-32
Gaylord, MI 49734
Tel: (989) 731-4920
Fax: (989) 731-6181

D-M-E Company, Inc.            Indemnification   $568,000
Milacron, Inc.
David E. Lawrence, CEO
4165 Half Acre Road
Batavia, OH 45103

Mr. Edward UhI                 SERP              $550,000
PO Box 372
Trappe, MD 21673-0372
Tel: (410) 820-8269

Rexnord Industries, LLC and    Judgment          $540,916
Invensys, Inc.
Mr. Jay S. Ehle
Vice President and General
Counsel
33 Commercial Street, B51-2J
Foxboro, MA 02035
Tel: (508) 549-6717
Fax: (508) 549-6698

Mr. Wilbert Schauer            Life Insurance    $478,000

California Regional Water      Environmental     $475,000
Quality Control

PricewaterhouseCoopers         Trade             $462,500
                                                 [EUR363,500]

Peerless Insurance Co.         Guaranty          $328,000

Ganfer & Shore, LLP            Trade             $284,143

Errogassen & Co                Trade Disputed    $252,000

Mr. Warren Stumpe              Life Insurance    $250,000

San Gabriel Valley             Environmental     $250,000

Plastic Engineered Components  Indemnification   $250,000

Hawker Beechcraft Corp.        Trade             $236,000

Northrop Grumman Lite          Trade             $230,000
GmbH

Fulbright & Jaworski, LLP      Trade             $196,418

Cahill Gordon & Reindel LLP    Trade             $196,336

Avidyne Corporation            Trade             $190,000

Mr. Kenworthy J. Thompson      Life Insurance    $184,000

Hogan & Hartson                Trade             $170,314

The petition was signed by Donald E. Miller, chief restructuring
officer.


FAIRPOINT COMMUNICATIONS: Moody's Reviews All Low-B Ratings
-----------------------------------------------------------
Moody's Investors Service has placed all ratings of FairPoint
Communications, Inc. under review for a possible downgrade,
reflecting near term concerns about the company's liquidity as it
is managing the transition of the acquired Verizon Communications'
Maine, New Hampshire and Vermont wireline operations onto its
systems.  As part of the rating action, Moody's downgraded
FairPoint's liquidity rating to SGL-4 from SGL-2.  In addition,
Moody's downgraded the ratings on the senior secured credit
facilities to B1 from Ba3, reflecting the draw down of virtually
the entire amount of its revolving credit facility.  This rating
downgrade also incorporates Moody's belief that the company will
seek to reduce the outstanding balance on its senior unsecured
notes over time, further reducing the loss absorption from the
junior capital to the bank debt holders.

These summarizes the rating actions taken by Moody's:

Downgrades:

Issuer: FairPoint Communications, Inc.

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

-- Senior Secured Bank Credit Facility, Downgraded to a range
   of B1, LGD3, 44% from a range of Ba3, LGD3, 42% (Remains on
     review for downgrade)

On Review for Possible Downgrade:

Issuer: FairPoint Communications, Inc.

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3, LGD6, 91%

Outlook Actions:

Issuer: FairPoint Communications, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Moody's estimates that the company had a cash balance of about
$100 million at the end of February 2009.  The company has a
scheduled $36 million senior note interest payment on April 1,
2009.  In addition, the company is obligated to reduce its debt
balances by $11.25 million by March 31, 2009, as required by the
state regulators. If the company funds both payments, it would be
left with roughly $55 million in liquidity to execute its business
plan, which includes continuing funding of its network upgrade and
broadband expansion deeper into its service territory.  However,
Moody's recognizes that the company generates roughly $30 million
in operating cash flow each month, and will be able to build up
its liquidity by the end of the year.  The company has petitioned
the state regulators to postpone the
$11.25 million debt payment by one quarter through June 30, 2009.
Recently, the company also suspended its dividend payment to
preserve liquidity.

The ratings review largely reflects the pressure on the company's
liquidity position, as the delays in cutting over from Verizon's
systems onto its own platform led to greater use of cash than the
company had expected, due mostly to additional transition services
payments to Verizon and FairPoint's inability to effectively
market its services in the VZ-NE markets while still on Verizon's
platform, resulting in lower than forecast revenues and EBITDA in
2008.  As a result, the company drew down nearly the entire
balance of its $170 million revolving credit facility to meet its
cash needs through March 2009.  In addition, following the systems
cutover on February 8, 2009, the company experienced a two to
three week delay in sending out bills, which further strained its
liquidity in 1Q 09.  Although the company believes that the
billing issues have been rectified and it has nearly caught up on
mailing the bills to its customers, the results of the collection
efforts will not be fully known until the next several billing
cycles.

On top of the potential liquidity issues, the company's lower run-
rate EBITDA and added debt will put it on the verge of a breach of
its interest coverage covenant in the bank credit agreement in
2009.  Moody's believes that the company will engage its lenders
to give it more covenant headroom as it catches up to its business
plan.  In January, the lenders approved an amendment allowing
FairPoint to buy back debt at a discount, and named Bank of
America the new administrative agent, replacing Lehman Brothers.

Overall, FairPoint's leverage profile is in line with the
company's B1 corporate family rating.  Moody's initial corporate
family rating assignment recognized the significant integration
risk of assuming the much larger VZ-NE operation, specifically
reflecting the uncertainty that the systems upgrade, transition
and integration would go smoothly.  According to Moody's Vice
President and Senior Analyst, Gerald Granovsky, "Although the
switchover of systems from Verizon to Fairpoint is done, there are
still several milestones to pass to make sure that the billing
process is picking up the right call and work details, and the
company is able to collect its receivables."

If the company addresses its liquidity concerns, Fairpoint's
adjusted Debt/EBITDA leverage is expected to be 4.5x at year end
2009.  Moody's anticipates the company to generate over
$200 million in free cash flow after 2009, and will likely use the
free cash flow to reduce its debt balance and drive its leverage
below 4.0x.  Moody's also believes FairPoint will apply for
stimulus grants to aid its broadband buildout efforts into the
unserved territories in the VZ-NE markets.

Moody's review will focus on FairPoint's a) ability to manage its
short term liquidity, b) success in outlining a plan to operate
under or obtaining an amendment from its lenders resetting the
covenant levels to give it operating flexibility over the next 12
to 18 months, and c) Moody's comfort with the company's systems
transition.

Moody's most recent rating action for FairPoint was on
February 27, 2008.  At that time Moody's assigned a B1 CFR with a
positive outlook upon the expected completion of the acquisition
of the VZ-NE assets.

Fairpoint, headquartered in Charlotte, North Carolina, is the
eight largest wireline telecommunications company in the US,
serving about 1.4 million access lines in primarily rural areas
and small- and medium-sized cities.


FLEETWOOD ENTERPRISES: In Financing Talks With Bank of America
--------------------------------------------------------------
Court documents say that Fleetwood Enterprises Inc. is negotiating
with Bank of America for bankruptcy financing.

According to Chelsea Emery at Reuters, Fleetwood Enterprises
spokesperson Rivian Bell wasn't able to specify the amount of
debtor-in-possession financing being discussed.  Court documents
say that Fleetwood Enterprises has asked the U.S. Bankruptcy Court
for the Central District of California to approve emergency
funding to pay workers' compensation benefits to third-party
administrators.

Reuters relates that Fleetwood Enterprises is closing its travel
trailer division and seeking a buyer for its motor home and
manufactured housing units.  Reuter quoted Mr. Bell as saying,
"There has been outreach to strategic and financial buyers and
there has been interest."

Reuters states that Fleetwood Enterprises hopes to present a plan
to the Court as early as next week, according to court documents.

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.


FLUID ROUTING: Obtains Final OK to Borrow $12,058,250 from Sun FR
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Fluid Routing Solutions Intermediate Holding Corp., et al.,
authority on a final basis to obtain postpetition financing of up
to $12,058,250 from Sun Fluid Routing Finance, LLC, as agent for
itself and other lenders to the DIP Credit Agreement.  Sun FR is
an affiliate of Sun Capital Partners, Inc., the parent of the
Debtors.

Loan proceeds will be used solely in accordance with a budget, to
fund the Debtors' working capital needs, repay the Debtor's
prepetition first lien obligations, and other permitted expenses.

Pursuant to Section 5.16 of the DIP Credit Agreement, dated as of
February 6, 2009, the sale of the Acquired Assets must be approved
by the Bankruptcy Court within 35 days after the Petition Date, or
by March 13, 2009, pursuant to

As security for the DIP Facility Obligations, the DIP Lender is
granted first priority liens in all now owned or hereafter
acquired assets and property of the Debtors, and to the extent
that the Prepetition First Lien Obligations are paid in full in
accordance with this Final Order, first priority senior priming
liens on the Prepetition Collateral.

To the extent the Collateral does not satisfy the DIP Facility
Obligations, the DIP Lender is granted an allowed super-priority
administrative claim pursuant to Sec. 364(c)(1) of the Bankruptcy
Code, subordinate only to the Carve-Out, the Prepetition First
Priority Liens, the Replacement Liens and the Prepetition
Superpriority Claim.

The DIP Facility Obligations shall be due and payable on the
Termination Date, whcih means the earliest of (i) June 6, 2009,
(ii) the date of termination in whole of the Commitments pursuant
to the DIP Credit Agreement, or (iii) the effective date of any
plan of reorganization.

A full-text copy of the Court's Final DIP Facility Order, dated as
of March 16, 2009, is available at:

     http://bankrupt.com/misc/FluidRouting.FinalDIPOrder.pdf

A full-text copy of the DIP Credit Agreement, dated as of
February 6, 2009, is available at:

   http://bankrupt.com/misc/FluidRouting.DIPCreditAgreement.pdf

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc., and three affiliates filed for
Chapter 11 on Feb. 6 (Bank. D. Del., Lead Case No. (09-10384).
Judge Christopher Sonchi handles the case.

Michael R. Nestor, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor LLP, and Neil E. Herman, Esq., at
Morgan Lewis & Bockuis LLP, are the Debtors' counsel.  Mesirow
Financial Interim Management, LLC, is the Debtors' financial
advisors.  Fluid Routing in its bankruptcy petition estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


FOAMEX INT'L: Receives Final Approval for $95-Mil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
final approval for up to $95 million in Foamex International Inc.,
debtor-in-possession financing provided by MatlinPatterson Global
Opportunities Partners III L.P. and Bank of America.

Jack Johnson, Foamex's President and Chief Executive Officer,
stated, "The final approval we received from the Court for the
full $95 million in DIP financing is a key step forward as we
restructure our debt and position Foamex for a stable future.  The
DIP financing, coupled with cash flow from operations gives the
Company the financial flexibility to maintain normal operations
and continue to provide our customers with innovative products and
solutions without interruption."

As reported by the Troubled Company Reporter on March 17, 2009,
Bloomberg's Bill Rochelle said the official creditors' committee
for Foamex opposed MatlinPatterson facility as well as a bonus
program that could pay the top 14 executives a total of more than
$1.8 million.  According to Bloomberg, the Creditors Committee
argued that the $95 million loan from MatlinPatterson, which is
also buying the business, is "illusory."  The Committee argued the
new loan is actually a $5 million reduction in the revolving
credit in effect before bankruptcy, the report said.

The Committee, Bloomberg said, 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 balked 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, said 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
asked 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 also objected, pointing out that no
special duties are being 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.


FORUM HEALTH: Court Okays Cash Collateral Access Until December
---------------------------------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized, on an interim basis, Forum Health and
its debtor-affiliates to access the case collateral securing loans
from the petition date to the date which is the earlier to occur
of:

   a) for Debtor Western Reserve Care System, within 2 business
      days upon the giving notice by any of the Master Trustee,
      the Bond Trustees, the Bond Insurer, JP Morgan or Fifth
      Third to the Debtors that a termination event has occurred;

   b) for all Debtors, 3 business days after the notice by the
      Master Trustee to the Debtors that a termination event has
      occurred and is continuing; or

   c) Dec. 31, 2009.

The court will consider the Debtors' request on a final hearing on
April 1, 2009, at 9:45 A.M. in this Court.  Any objections to the
entry of the final order will be filed on or before March 30,
2009, at 5:00 p.m.

The Court also authorized the Debtors to provide adequate
protection by:

   a) granting the lenders additional and replacement continuing,
      valid, binding, enforceable, non-avoidable and
      automatically and properly perfect security interests in
      and liens;

   b) providing valid, binding, enforceable, non-avoidable and
      automatically and properly perfected security interests in
      and liens on all presently owned and hereafter acquired
      assets of the Non-Obligated Group Debtors to compensate the
      lenders for any diminution in their Prepetition Collateral;

   c) consenting to the allowance of a superpriority claim for
      the benefit of the lenders;

   d) paying as applicable, adequate protection payments: (i) in
      an amount equal to the amount of interest that would
      otherwise be payable under the applicable prepetition
      financing agreements and paid on the same schedule as
      interest would be paid as and when due under the applicable
      prepetition financing agreement; and (ii) in the amount of
      all reasonable fees, charges and expenses in accordance
      with the prepetition financing agreements;

   e) employing Dalton Edgecomb of Huron Consulting Group as
      chief restructuring officer.

   f) establishing an indemnity account, into which, upon the
      earlier of: (i) the first occurrence of an Event of Default
      or (2) the closing of any sale transaction for any of the
      Debtors' assets the net proceeds of any sales up to an
      amount of $500,000 will be deposited as security for any
      reimbursement, indemnification or similar continuing
      obligations of the Debtors in favor of the lenders under
      the prepetition financing agreements.

The Court ordered that the cash collateral may be used only
according to the budget.

A full-text copy of the cash collateral budget is available for
free at:

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

                       About Forum Health

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offer health care services.  The 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.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 16, 2009, (Bankr. N.D. Ohio Lead Case No.: 09-
40795)  Paul W. Linehan, Esq. and Shawn M Riley, Esq. at
McDonald Hopkins LLC represents the Debtors in heir resructuring
efforts.  The Debtors propose to employ Michael A. Gallo, Esq. at
Nadler Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent; and Huron
Consulting Services LLC as financial advisors.  The Debtors listed
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.


FORUM HEALTH: Taps Huron Consulting's Dalton T. Edgecomb as CRO
---------------------------------------------------------------
Forum Health and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Ohio for authority to employ
Huron Consulting Services LLC as financial advisors and designate
Dalton T. Edgecomb, managing director of Huron, as chief
restructuring officer.

Huron will:

   a) Compile and format data and analyses necessary to meet the
      financial reporting requirements mandated by the bankruptcy
      code and the U.S. Trustee's office;

   b) Monitor the Debtors' operational performance against the
      cash collateral budget and the cash collateral order
      covenants and report on covenant compliance;

   c) Prepare on-going forecasting of the Debtors' cash flows and
      their operations, and implement effective cash management;

   d) Prepare for meetings and discussions with creditor groups,
      the U.S. Trustee and other parties-of-interest; and address
      requests for information and other concerns;

   e) Implement identified operational restructuring initiatives;
      and on-going identification and assessment of the Debtors'
      restructuring options.  These options may include closing
      operations, selling assets, operational improvements, etc.;
      and may include assessing the feasibility of breaking up
      the Debtors' legal entities to achieve the restructuring.

   f) Prepare analyses, research and financial modeling for the
      purpose of developing a plan of reorganization for the
      Debtors.

   g) Draft plan of reorganization and disclosure statement for
      review and approval by the bankruptcy court and creditor
      classes.  Support the approval process for the plan of
      reorganization.

   h) Perform an economic review of all executory contracts for
      those to be assumed or rejected.

   i) Prepare for and attend bankruptcy court hearings on behalf
      of the Debtors and provide expert testimony as required.

   j) Prepare a going concern and liquidation value analysis of
      the Debtors' assets.

   k) Perform any other restructuring management duties relating
      to Mr. Edgecomb's role as CRO as requested directly by the
      CEO and the board.

The hourly rates of Huron professionals are:

     Managing Directors         $650 - $730
     Directors                  $525 - $620
     Managers                   $400 - $475
     Associates                 $325 - $345
     Analysts                   $230 - $245
     On-Demand Consultants      $140 - $300

Mr. Edgecomb tells the Court that as an accommodation to the
Debtors, Huron has agreed to permanently reduce each month the
total of monthly fees invoiced by 22%.  In the event the
Bankruptcy Court requires the continuation of interim fee
holdbacks beyond each fee application period and hearing, Huron
requests that the Court allow Huron a lesser amount of holdback in
recognition of this permanent fee accommodation.

Mr. Edgecomb adds that Huron has received a retainer of $100,000
in this matter.

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

                       About Forum Health

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offer health care services.  The 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.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 16, 2009, (Bankr. N.D. Ohio Lead Case No.: 09-
40795)  Paul W. Linehan, Esq. and Shawn M Riley, Esq. at
McDonald Hopkins LLC represents the Debtors in heir resructuring
efforts.  The Debtors propose to employ Michael A. Gallo, Esq. at
Nadler Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent; and Huron
Consulting Services LLC as financial advisors.  The Debtors listed
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.


FORUM HEALTH: Taps Kurtzman Carson as Notice and Claims Agent
-------------------------------------------------------------
Forum Health and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Ohio for authority to employ
Kurtzman Carson Consultants LLC as notice, claims and balloting
agent and appoint KCC as agent of this Court.

KCC will be responsible for the noticing, receiving, docketing and
maintaining of proofs of claims.  In addition, KCC will provide
other noticing, claims processing, balloting and other
administrative services as may be requested from time to time by
the Debtors including:

   a) the preparation of their schedules, statements of financial
      affairs and master creditor list and any amendments
      thereto;

   b) the reconciliation and resolution of claims;

   c) the preparation, mailing and tabulation of ballots and
      other related services for the purposes of soliciting votes
      to accept or reject a plan of reorganization; and

   d) provide technical support in connection with these cases.

Moreover, KCC will be appointed as agent of the Clerks Office and,
will the authorized repository for all proofs of claims filed in
these Chapter 11 cases and will be authorized and directed to
maintain official claims registers for each of the Debtors and
will provide the Clerk's Office with a certified duplicate thereof
as directed by the Clerk's Office.

The Debtors request authorizations to compensate KCC for services
rendered under the terms of the Services Agreement without further
order of the Court upon KCC's submission to the Debtors of
invoices summarizing in reasonable detail the services and
expenses for which compensation is sought.  The Debtors further
request that the fees and expenses of KCC incurred in the
performance of the services be treated as administrative
expenses of the Debtors' chapter 11 estates.

A full-text copy of the KCC Services Agreement is available for
free at: http://bankrupt.com/misc/kccserviceagreement.pdf

Michael J. Frishberg, vice president of Corporate Restructuring
Services, assures the Court that KCC is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                       About Forum Health

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offer health care services.  The 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.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 16, 2009, (Bankr. N.D. Ohio Lead Case No.: 09-
40795)  Paul W. Linehan, Esq. and Shawn M Riley, Esq. at
McDonald Hopkins LLC represents the Debtors in heir resructuring
efforts.  The Debtors propose to employ Michael A. Gallo, Esq. at
Nadler Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent; and Huron
Consulting Services LLC as financial advisors.  The Debtors listed
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.


FORUM HEALTH: Moody's Downgrades Rating on $146 Mil. Debt to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the bond rating for Forum
Health (Youngstown, OH) to Ca from Caa2, affecting
$146 million of debt as listed at the end of this report. The
rating outlook is negative. At this time Moody's are removing the
rating from Watchlist for potential downgrade where it was placed
on September 19, 2008 (extended on December 3, 2008).

The rating downgrade is based on Forum's announcement this morning
to voluntarily file to reorganize under Chapter 11 of the U.S.
Bankruptcy Code and Moody's assessment that the recovery value of
the bonds will be notably less than 100% and consistent with a Ca
rating level.  Forum's unrestricted cash position has declined to
a very weak level of $20 million (17 days of cash on hand) as of
January 31, 2009.  Moody's believe the system will have difficulty
operating over the next several months with minimal cash given
continued operating losses, debt service requirements and pension
funding requirements.

Legal Security: Gross revenue pledge and mortgages on the primary
facilities

Interest Rate Derivatives: None

                            Challenges

* Significant declines in unrestricted cash to a minimal $20
  million (17 days of cash on hand) as operating losses continue
  and the system has been required to transfer cash to the debt
service reserve fund under a master forbearance agreement. As
of January 31, 2009 the debt service reserve fund had
$54 million.  J.P.Morgan did not renew the standby bond
purchase agreement supporting the Series 1997B bonds
($38 million) and so the bonds are being repaid under a 5-year
term loan.

* Heavily unionized workforce with about 75% of employees in
  unions, compared with a much smaller portion at Forum's primary
  competitor

* Significant and multi-year declines in inpatient admissions and
  outpatient procedures, particularly at the Western Reserve
facility from the loss of volumes to the competitor and
economic challenges

* Continued and growing operating losses through 2008 and the
  first month of 2009

* Competition from a financially strong and equally-sized
  hospital system, which opened a new hospital on August 1, 2007

* Economically weak service area, characterized by a declining
  population and below-average wealth levels, which have resulted
  in rising self-pay and charity care patients

* Funding of capital needs in order to remain competitive

                             Outlook

The rating outlook is negative. A lower rating will be considered
if the recovery on the bonds is lower than Moody's current
estimates.

                           Rated Debt

-- Series 1997A ($74 million outstanding): Ca underlying
   rating; MBIA insured

  -- Series 1997B ($38 million): Ca underlying rating; MBIA
     insurance and standby bond purchase agreement from JPMorgan
     (as discussed above JPMorgan has not renewed the agreement)

  -- Series 2002A ($26 million): rated Ca

  -- Series 2002B ($8 million): Letter of credit from Fifth Third

The last rating action was on December 3, 2008 when the Watchlist
period was extended.


FOXCO ACQUISITION: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and issue-level ratings on FoxCo Acquisition LLC and its
operating subsidiary, FoxCo Acquisition Sub LLC, which S&P
analyzes on a consolidated basis.  S&P lowered the corporate
credit rating to 'B-' from 'B'.  The rating outlook is negative.

At the same time, S&P lowered the issue-level rating on FoxCo's
senior secured credit facilities to 'B' (one notch above the
corporate credit rating on the company) from 'BB-'.  S&P revised
the recovery rating on this debt to '2' from '1'.  The '2'
recovery rating indicates S&P's expectation of substantial (70%-
90%) recovery in the event of a payment default.

In addition, S&P lowered the issue-level rating on the company's
senior unsecured notes to 'CCC' (two notches lower than the
corporate credit rating) from 'CCC+'.  The recovery rating on this
debt remains at '6', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.

"The downgrade reflects our expectation that EBITDA will decline
sharply in 2009," said Standard & Poor's credit analyst Jeanne
Mathewson, "causing leverage to increase above 12x, liquidity to
become strained, and the company's cushion of compliance with
covenants to narrow."  S&P expects the recession's effect on key
advertising categories and the absence of election revenues in the
coming year to cause the declines in EBITDA.


FREEDOM COMMUNICATIONS: S&P Cuts Credit Facilities Rating to CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
and revised its recovery ratings on the secured debt of newspaper
publishers MediaNews Group Inc. and Freedom Communications Inc.

The revised ratings reflect a more significant decline in cash
flow than that used in S&P's previous analysis, as well as a
reduction in S&P's assumed emergence multiple to 4.5x from 5.0x
due to the challenging operating conditions in the newspaper
sector.

S&P lowered its issue-level rating on the secured credit
facilities of MediaNews to 'CCC' (at the same level as the 'CCC'
corporate credit rating on the company) from 'CCC+'.  The recovery
rating on these loans was revised to '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default, from '2'.

S&P also lowered the issue-level rating on Freedom's secured
credit facilities to 'CCC' (one notch lower than the 'CCC+'
corporate credit rating on the company) from 'CCC+'.  The recovery
rating was revised to '5', indicating S&P's expectation of modest
(10% to 30%) recovery for lenders in the event of a payment
default, from '3'.

                          Ratings List

                      MediaNews Group Inc.

             Corporate Credit Rating    CCC/Negative/--

                    Freedom Communications Inc.

             Corporate Credit Rating    CCC+/Negative/--

                         Ratings Revised

                       MediaNews Group Inc.

                                        To        From
                                        --        ----
             Secured                    CCC       CCC+
               Recovery Rating          4         2

                    Freedom Communications Inc.

                                        To        From
                                        --        ----
             Secured                    CCC        CCC+
               Recovery Rating          5          3


G-I HOLDINGS: Proponents Extend Effective Date of Plan to June 30
-----------------------------------------------------------------
G-I Holdings, Inc., ACI Inc., the Legal Representative of Holders
of Present and Future Asbestos-Related Demands, and the Official
Committee of Asbestos Claimants have agreed to extend the deadline
for the Effective Date of the Plan from February 17, 2009, to June
30, 2009.

G-I, ACI, the Legal Representative, and the Asbestos Claimants
Committee are the Plan Proponents as defined in section 1.189 of
the Plan.

Under Section 1.1.61 of the Plan, the Plan's Effective Date shall
be that date by which conditions precedent to the effectiveness of
the Plan have been satisfied, but which shall not be later than
February 17, 2009.

As reported in the Troubled Company Reporter on December 19, 2008,
the U.S. Bankruptcy Court for the District of New Jersey approved
the First Amended Disclosure Statement for the Second Amended
Joint Plan of the Debtors, the Legal Represetnative, and the
Asbestos Claimants Committee, dated Dec. 3, 2008.

Under the Plan, holders of unsecured claims against G-I are
expected to recover 8.6% while holders of unsecured claims against
ACI will recover 100 cents on the dollar.  The Debtors did not
specify the expected recovery by asbestos claimants but
acknowledged that these claimants are impaired under the plan.

Holders of equity interests in G-I and ACI, with the exception of
Class B shareholders, will not receive any distributions on
account of their equity interests and thus, will be deemed to
reject the plan.  Existing equity interests in the Debtors will be
extinguished pursuant to the Plan.  The Debtors will issue G-I
Class B Shares and ACI Class B Shares prior to the Plan's
Effective Date, which will remain outstanding.

A full-text copy of the Amended Chapter 11 Plan, dated Dec. 3,
2008, is available for free at:

               http://researcharchives.com/t/s?366d

A full-text copy of the Amended Disclosure Statement, dated
Dec. 3, 2008, is available for free at:

               http://researcharchives.com/t/s?366e

                      About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The company filed for Chapter 11 protection on
Jan. 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Martin J.
Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q. Karcher,
Esq., at Dewey & Leboeuf LLP, represents the Debtors as counsel.
Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at Riker, Danzig,
Scherer, Hyland, represent the Debtors as co-counsel.  Lowenstein
Sandler PC represents the Official Committee of Unsecured
Creditors.  Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, P.L.L. is the principal
counsel to the Legal Representative of Present and Future
Asbestos-Related Demands.


GENERAL GROWTH: Ackman Says Owners Can Keep Stake After Ch. 11
--------------------------------------------------------------
According to a report by Bloomberg News hedge-fund manager William
Ackman says he expects General Growth Properties Inc. will be
filing Chapter 11 "imminently," he believes the owner of 200
shopping malls can be reorganized so existing stockholders will
survive "intact."

Mr. Ackman, head of Pershing Square Capital Management LP, said in
an interview with Bloomberg Television that he's taken what could
work out to be a 25 percent interest in General Growth.

Under the absolute priority rule of the Bankruptcy Code, secured
creditors have priority over a company's unsecured creditors to
the extent of the value of their collateral.  Unsecured creditors,
on the other hand, stand ahead of investors in the receiving line
and their claims must be satisfied before any investment loss is
compensated.  In some cases where investors are "out of the
money", investors purchase debt to keep control of the company.
Investors could also provide additional financing in exchange of
stock of the reorganized company.

General Growth has $1.18 billion in past-due debt and $4.09
billion in debt that could be accelerated, excluding $2.25 billion
in notes issued by The Rouse Company LP which it acquired in
November 2004.

TRCLP 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 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, 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.

                      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'.


GRAND PRIX: Voluntary Chapter 15 Case Summary
---------------------------------------------
Chapter 15 Petitioner: Plaza Management Overseas S.A.
                       as the foreign representative

Chapter 15 Debtor: Grand Prix Associates Inc.
                   West Suite, Old Clarence Thomas Building
                   Wickham's Cay II
                   Road Town, Tortola
                   British Virgin Islands

Chapter 15 Case No.: 09-16545

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

Bundora Associates Inc.                            09-16549
Bundora Investments Limited                        09-16551
Bundora Investments N.V.                           09-16554
Ruby Investments Sp. z.o.o.                        09-16556
Bundora Corp.                                      09-16558
Lockhart Overseas Investments Corp.                09-16560
Lockhart Limited                                   09-16561
Naven Investments Sp. z.o.o.                       09-16562
Lockhart Corp. I                                   09-16563
Shelby Overseas Invest & Trade Ltd.                09-16564

Type of Business: The Debtors operate a private investment holding
                  company.

                  See: http://www.grandprixassociates.vg/

Chapter 15 Petition Date: March 18, 2009

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Chapter 15 Petitioner's Counsel: Michael D. Sirota, Esq.
                                 Cole, Schotz, Meisel, Forman &
                                 Leonard
                                 25 Main St.
                                 Hackensack, NJ 07601
                                 (201) 489-3000
                                 msirota@coleschotz.com

Estimated Assets: unstated

Estimated Debts: unstated


GTC BIOTHERAPEUTICS: Terminates License Pact with LEO PHARMA
------------------------------------------------------------
GTC Biotherapeutics sent a notification to LEO Pharma on March 13,
2009, to terminate the Licensing and Supply Agreement with LEO
which is approved on October 31, 2005.

The agreement provided for commercialization and development of
ATryn (R), GTC's recombinant form of human antithrombin, in the
territories of Europe, Canada and the Middle East.  GTC considers
LEO to be in breach of its obligations under the contract and is
terminating the contract pursuant to its terms and seeking damages
under International Chamber of Commerce arbitration procedures.

GTC has taken this step to provide it a pathway to accelerate and
expand progress in Europe, Canada, and the Middle East for both
commercialization and further clinical development of ATryn (R).
According to the company, terminating their agreement with LEO
will enable them to pursue a number of ATryn (R) program
commercialization and development opportunities, including
expanding commercial availability of the said product in Europe.

GTC also decide to expand the approved indication to include
prophylactic treatment of hereditary antithrombin deficient
patients undergoing childbirth, submitting a request for market
authorization with the Canadian health authorities, establishing
appropriate health authority approvals and commercialization
opportunities in the Middle East, and developing ATryn(R) for
acquired deficiency indications, including as a potential
treatment of disseminated intravascular coagulation, or DIC,
associated with severe sepsis.

LEO had attempted to terminate its 2005 collaboration agreement
with GTC for alleged cause. LEO made it clear that its decision to
seek termination was not based on any safety or efficacy issues
regarding ATryn (R). GTC, however, affirms that LEO did not have
any basis for such termination and instead believes it is to
protect GTC's legal rights that they take the steps to arbitration
process and the notice of termination.

The process and the consequential matters which follow termination
are still in the preliminary stages, and while GTC is confident of
its position, it cannot predict likely outcomes or, in the event
of any unfavorable outcome, the potential consequences to GTC,
including cost.

                    About GTC Biotherapeutics

Headquartered in Framingham, Massachusetts, GTC Biotherapeutics,
Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com-- develops,
supplies, and commercializes therapeutic proteins produced through
transgenic animal technology.  The company is also developing a
portfolio of recombinant human plasma proteins with known
therapeutic properties.  The company also has a monoclonal
antibody portfolio focused on follow-on biologics, including a
CD20 monoclonal antibody.  The intellectual property of the
company includes a patent in the United States through 2021 for
the production of any therapeutic protein in the milk of any
transgenic mammal.  Its transgenic production platform is
particularly well suited to enabling cost effective development of
proteins that are difficult to express in traditional recombinant
production systems as well as proteins that are required in large
volumes.

                           *     *     *

John B. Green, senior vice president, treasurer and chief
financial officer of the Company, related that on November 6,
2008, the company received a deficiency letter from the staff of
The Nasdaq Stock Market notifying it that it no longer satisfies
the $2.5 million minimum stockholders' equity requirement for
continued listing of its common stock on the Nasdaq Capital
Market.

GTC Biotherapeutics' September 28, 2008, balance sheet showed
total assets of $33,007,000 and total liabilities of $33,654,000,
resulting in total shareholders' deficit of $647,000.  For the
three months ended September 28, 2008, the company posted a net
loss of $6,060,000 on revenues of $2,929,000, compared with a net
loss of $8,388,000 on revenues of $2,576,000 in the same period in
2007.


HARRAH'S ENTERTAINMENT: Moody's Downgrades Default Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded Harrah's Entertainment Inc.'s
Probability of Default rating to Ca from Caa3 following its
announcement that it commenced a second private debt exchange
offer.  Moody's also placed Harrah's PDR, Corporate Family, and
all other ratings on review for possible downgrade.  HET's
Speculative Grade Liquidity rating of SGL-3 was affirmed.

The downgrade of the PDR rating reflects Harrah's announcement
that it is offering up to $2.8 billion of new 10% second priority
senior secured notes due 2018 for specified classes of existing
debt (the Exchange Transaction).  If successful, the Exchange
Transaction will result in a swap of junior debt (at significant
discounts to par) for new second lien notes and could result in
the elimination of all restrictive covenants under certain
indentures.

If there is a relatively high degree of participation in the
Exchange Transaction -- particularly with respect to existing
bonds with near-term maturities -- HET's CFR could be confirmed as
it could result in the extinguishment of a material amount of
debt.  However, even if the CFR were to be confirmed, the existing
bank facility ratings could be downgraded as a result of a lower
level of junior debt in the capital structure post exchange.

If there is limited participation in the Exchange Transaction,
ratings could face downward pressure given the company's thinning
liquidity cushion and high leverage.  After consideration of
capital spending and scheduled debt maturities, HET is expected to
generate negative free cash flow in 2009 and 2010.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity over the next four quarters based on expected negative
free cash offset by sufficient cash balances.

Moody's will view the exchange as a distressed exchange, and
Moody's reflect the likelihood of this event occurring through the
assignment of the Ca Probability of Default rating.  Moody's will
classify this distressed exchange as a limited default based upon
the capital structure in effect upon closing of the Exchange
Transaction.

Ratings downgraded and placed on review for possible downgrade:

  -- Harrah's Entertainment, Inc.
  -- Probability of Default to Ca from Caa3

Ratings placed on review for possible downgrade and LGD rates and
point estimates subject to change:

  -- Harrah's Entertainment, Inc.

  -- Corporate Family Rating at Caa3

  -- Harrah's Operating Company, Inc.

  -- Senior secured guaranteed revolving credit facility at Caa1
     (LGD 2, 22%)

  -- Senior secured guaranteed term loans at Caa1 (LGD 2, 22%)

  -- Senior unsecured guaranteed notes at Ca (LGD 5, 72%)

  -- Senior unsecured debt at Ca (LGD 5, 89%)

  -- Senior subordinated notes at Ca (LGD 6 96%)

Moody's last action on Harrah's took place on March 4, 2009 when
Moody's downgraded Harrah's PDR and CFR to Caa3.

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos that comprise around 40,000 hotel rooms, three million
square feet of gaming space and two million square fee of
convention center space.  HET generated consolidated revenues of
$10.8 billion for the last twelve months ended March 31, 2008.
Affiliates of Apollo Global Management, LLC and TPG Capital, LP
(the Sponsors) acquired the company through a $31 billion leverage
buy-out in early 2008.


HARRIS INTERACTIVE: To Slash 16% of Workforce to Reduce Costs
-------------------------------------------------------------
To reach approximately $10 million in annualized cost savings,
Harris Interactive Inc. is cutting back 90 full-time employees or
about 16% of its total U.S. full-time workforce.

Harris believes that the expenses regarding the reduction will not
exceed $2.8 million in one-time termination benefits, all of which
will involve cash payments. The company anticipated that all such
cash payments will be completed by March 2010. Severance charges
related to this action will be recorded in the Company's results
of operations for the third quarter of fiscal 2009.

The company estimates that by strategically reducing headcount at
its U.S. facilities, they will be able to expand the $9.5 million
resulting from the headcount reduction and reorganization on
December 17, 2008.

Harris Interactive continuously reviews its operations and cost
structure, and while it does not have any specific commitments to
do so at this time, may pursue additional cost reduction actions
in the future.

Harris Interactive Inc. -- http://www.harrisinteractive.com/--
provides custom market research.  Harris Interactive serves
clients globally through our North American, European and Asian
offices and a network of independent market research firms.


HUNTSMAN CORP: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Salt Lake City, Utah-based Huntsman Corp., including its corporate
credit rating to 'B' from 'BB-'.  The ratings remain on
CreditWatch with negative implications.  At the same time, S&P
assigned its '5' recovery rating, indicating the expectation of
modest recovery (10%-30%) in the event of a default, to Huntsman
International LLC's existing $300 million senior unsecured notes.
S&P also assigned a '6' recovery rating, indicating the
expectation of negligible recovery (0%-10%) in the event of a
default, to Huntsman International LLC's existing subordinated
notes aggregating $1.285 billion.

"The ongoing CreditWatch listing reflects our concerns related to
Huntsman's highly leveraged financial profile and meaningful near-
term debt maturities and refinancing requirements including a $575
million accounts receivable securitization facility that matures
in November 2009," said Standard & Poor's credit analyst Paul
Kurias.  The company also has $296 million in senior secured
notes, and a $650 million revolving credit facility, which had
over $600 million in availability as of Dec. 31 mature in the
second-half of 2010.  These debt maturities represent nearly 30%
of the $5.1 billion of total adjusted debt outstanding as of
Dec. 31, 2008.  (S&P adjust debt to include capitalized operating
leases, tax-adjusted underfunding of post-retirement liabilities,
and a receivables securitization facility).  The initial
CreditWatch placement in June 2007 followed the proposed
acquisition of Huntsman by Basell AF SCA (not rated), and
subsequently reflected Hexion Specialty Chemicals Inc.'s proposed
debt-financed acquisition of Huntsman Corp.  Neither transaction
was consummated.  In December 2008, Huntsman announced the
termination of its merger agreement with Hexion, and a settlement
of a related litigation process against Hexion and Apollo
Management L.P.  That settlement provided Huntsman with about
$1 billion, mitigating some of the concern related to the
deterioration of the company's financial profile in the current
economic downturn.

"The downgrade reflects our expectations for further deterioration
in operating performance in 2009, resulting in substantially
weaker credit ratios relative to our expectation at the previous
rating," added Mr. Kurias.  S&P is concerned that Huntsman's 2009
operations and earnings will be hurt by the ongoing recession.
S&P expects the global nature of the economic downturn to drive
down overall demand for the company's products in key businesses,
despite the depth of Huntsman's diversified portfolio of
businesses, and geographically diverse operations that generate
more than two-third of revenues from outside of North America.
S&P also expects that the impact of the ongoing economic slowdown
will offset strengths including favorable competitive and cost
positions in key businesses including the polyurethanes business
and performance products business that together contribute
slightly more than three-quarters of revenue.

S&P will resolve the CreditWatch in the next few months as more
information becomes available about any possible steps by
management to refinance the company's near-term debt maturities or
to increase comfort levels on its covenant compliance.  S&P will
also review the outcome of the company's litigation against banks
that is scheduled for a court ordered mediation beginning May 2009
and to go to trial in June 2009.

S&P might lower ratings if management does not proactively take
steps to resolve concerns related to near-term debt maturity
requirements and liquidity management.  S&P could also lower
ratings if liquidity unexpectedly deteriorates, and the current
comfortable cash balance of about $650 million is reduced
meaningfully, or if earnings deterioration in 2009 exceeds S&P's
expectation without indication of recovery in 2010.


INNUA CANADA: Voluntary Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: RSM Richter Inc.
                       Court Appointed Receiver and
                       Duly Appointed Foreign Representative

Chapter 15 Debtor: Innua Canada Ltd.
                   330-3310 S. Service Road
                   Burlington L7N3M6
                   Canada

Chapter 15 Case No.: 09-16362

Type of Business: The Debtor makes and distributes PVC and
                  plasticizers.

                  see: http://www.innua.com/

Chapter 15 Petition Date: March 16, 2009

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Chapter 15 Petitioner's Counsel: Eric H. Horn, Esq.
                                 ehorn@lowenstein.com
                                 Michael S. Etkin, Esq.
                                 metkin@lowenstein.com
                                 Lowenstein Sandler, P.C.
                                 65 Livingston Avenue
                                 Roseland, NJ 07068
                                 Tel: (973) 597-2500

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million


INTERNATIONAL LEASE: Moody's Downgrades Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of International Lease Finance Corporation to Baa2 from Baa1 and
confirmed its short-term rating of Prime-2.  The ratings on ILFC's
trust preferred securities, E-Capital Trusts I and II, were
lowered to Ba1 from Baa3.  ILFC's rating outlook is negative.

This concludes the review with direction uncertain that was placed
on ILFC's ratings on October 3, 2008, in conjunction with rating
actions taken at that time on the firm's ultimate parent, American
International Group, Inc., and in consideration of AIG's plans to
divest ILFC.  On March 2, 2009, Moody's confirmed AIG's A3 senior
unsecured debt and Prime-1 short-term debt ratings and assigned a
negative outlook.

Moody's said the rating action lowers ILFC's ratings to a level
that currently approximates the firm's intrinsic, non-supported
credit profile.  ILFC's ratings have historically been uplifted
from its stand-alone profile due to support from AIG, which has
periodically provided capital to ILFC to maintain its leverage and
help it meet its debt repayment and aircraft purchase obligations.
During its ongoing efforts to divest ILFC, AIG is expected to
continue to provide funding support to ILFC.

The rating agency said that a sale to a strong, highly-rated
strategic investor could strengthen ILFC's ratings, while a sale
to a financial investor-led consortium would be unlikely to
enhance the company's ratings.  "There is considerable uncertainty
regarding the outcome of the sales process and the strength of any
support from potential new owners of the firm, and hence the
ratings now reflect predominantly the fundamental qualities of
ILFC's operations," said Moody's senior analyst Mark Wasden.

Moody's also noted that ILFC's acquirer could require ILFC to pay
dividends to service the debt used to fund the purchase, which
could reduce the firm's financial flexibility.  Moody's emphasized
that ILFC's ability to secure reliable long-term funding and sound
contingent liquidity remain crucial rating considerations that
will likely be influenced by the firm's eventual ownership
structure.

ILFC's Baa2 rating continues to be supported by its strong
worldwide franchise; its well-balanced portfolio in terms of
geographic, aircraft type, and customer mix; the benefits to its
liquidity and cash flow from lower aircraft purchase obligations
over the next two years; and its history of profitable operations.

The negative rating outlook considers the heightened potential
that a deeper and lengthier economic downturn could negatively
affect the performance of ILFC's portfolio of aircraft leases.
Though AIG reported strong preliminary 2008 operating results for
ILFC, pressure on airlines' earnings and the potential for higher
lease defaults and lower aircraft lease rates could weaken ILFC's
profitability.  The global economic slowdown could further dampen
air travel, potentially weakening demand for leased aircraft,
putting further downward pressure on lease rates and terms.  ILFC
has shown operating resiliency in previous cycles, a tribute to
its global reach and capable asset management, but the current
cycle presents greater challenges than previously encountered by
the company, given its larger scale and higher volume of maturing
leases.

The negative outlook also incorporates the uncertainty regarding
ILFC's ultimate ownership and associated implications for the
firm's long-term capital structure and operating and financial
strategies.

With respect to ILFC's trust preferred securities (E-Capital
Trusts I & II), Moody's lowered the ratings one notch to Ba1 from
Baa3.  In the event that a sales transaction of ILFC is not
consummated, the ratings on the E-Capital Trusts I and II would be
equalized with those of AIG's and AGFC's hybrid capital
securities, both currently at Ba2.

Ratings downgraded as a result of this action include:

  -- International Lease Finance Corporation: senior unsecured
     debt to Baa2 from Baa1, preferred stock to Ba1 from Baa3.

  -- ILFC E-Capital Trusts I & II: backed preferred stock to Ba1
     from Baa3.

These ratings were confirmed:

  -- International Lease Finance Corporation: short-term debt at
     Prime-2.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


IRIDIUM SATELLITE: S&P Retains Positive Watch on 'B-' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said the ratings on Bethesda,
Maryland-based satellite services provider Iridium Satellite LLC,
including the 'B-' corporate credit rating, remain on CreditWatch
with positive implications, where they were placed on Sept. 25,
2008.  As of Dec. 31, 2008, Iridium had about $160 million of debt
outstanding.

S&P expects to raise its corporate credit rating on Iridium to 'B'
from 'B-' if the merger between Iridium and GHL Acquisition Corp.,
a special-purpose acquisition company sponsored by Greenhill & Co.
Inc., is consummated under the contemplated terms.  S&P expects
the merger to close in the second quarter of 2009.  The outlook
would be stable.

At the close of the transaction, S&P would also raise the issue-
level ratings on Iridium's first-lien credit facilities to 'BB-'
(two notches above the corporate credit rating) from 'B-' and
revise the recovery rating on the debt to '1' from '4'.  S&P would
also raise the issue-level rating on the company's second-lien
term loan to 'B', the same as the corporate credit rating, from
'CCC' and revise the recovery rating on that debt to '4' from '6'.
The '1' recovery rating indicates the expectations for full (90%-
100%)) recovery of principal in the event of a payment default,
while the '4' recovery rating indicates the expectations for
average (30%-50%) recovery of principal in the event of a payment
default.  The recovery rating changes would be due to the improved
recovery prospects resulting from the anticipated
paydown of the loans as part of this transaction.

"The prospective rating actions are driven by expectations for
lower leverage over the intermediate term," said Standard & Poor's
credit analyst Naveen Sarma, "and a somewhat better business risk
profile, which is aided by the ongoing operational issues at its
principal mobile satellite voice competitor, Globalstar."  Debt to
latest-12-month EBITDA, as of the Dec. 31, 2008, quarter is modest
for the rating, at about 1.7x.  When the GHL transaction closes,
Iridium is required under its October 2008 amendments to its
first-lien credit facility to prepay $80 million of that credit
facility.  "We expect leverage to remain low for this rating level
over the next few years," added Mr. Sarma, "as the company begins
to design and develop its second-generation satellite
constellation, Iridium NEXT."  However, cash on hand and future
cash flow generation is far short of the approximately $2 billion
cost to construct and launch the new satellites.  Therefore, S&P
expects the company will likely need to issue significant new debt
beyond 2011 to finance the project.  "The 'B' corporate credit
rating incorporates S&P's expectations for much higher leverage
over the longer term," added Mr. Sarma.


JEFFERSON FEDERAL: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Tennessee-based
Jefferson Federal Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Jefferson Federal is a chartered FDIC Savings Bank.  Deposits have
been insured by the Federal Deposit Insurance Corporation since
the financial institution was established on Feb. 21, 1996.
Jefferson Federal maintains a Web site at
http://www.jeffersonfederal.com/and operates 13 branches located
in Tennessee.

At Dec. 31, 2008, Jefferson Federal disclosed $658 million in
assets and $579 million in liabilities in its regulatory filings.


JG WENTWORTH: S&P Downgrades Counterparty Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on J.G. Wentworth LLC (Wentworth)
to 'CC' from 'CCC+'.  At the same time, S&P lowered the rating on
Wentworth's $325 million senior secured bank loan to 'CC' from
'CCC+' and revised the recovery rating to '6' from '4'.  The
ratings on Wentworth remain on CreditWatch with negative
implications, where they were placed Nov. 26, 2008.  S&P will
update this CreditWatch listing within 90 days.

"The downgrade reflects the company's severely weakened financial
position as the standstill agreement with warehouse lender
Deutsche Bank nears expiration (March 20, 2009)," said Standard &
Poor's credit analyst Rian M. Pressman, CFA.  This standstill
agreement has allowed Wentworth to continue operating its core
structured settlement rediscounting business to a limited degree,
while delaying any further margin calls on its $250 million
warehouse facility.  (The standstill agreement pertains to the
$16.9 million margin call from fourth-quarter 2008. Deutsche Bank
granted the standstill agreement following additional cash and
collateral contributions by Wentworth and a $52 million reduction
in warehouse indebtedness.)  Negotiations to extend the standstill
agreement are ongoing; however, the outcome of such discussions is
uncertain.  In the worst case, the warehouse lender could provide
a notice of default, which S&P believes could lead to a cross-
default on Wentworth's other debt, including the senior secured
bank loan.

In addition, Wentworth's ability to continue operations is limited
without further financial assistance from private equity owners
JLL Partners.  Despite a significant reduction in headcount, the
cash flow generated from Wentworth's ongoing business does not
fully offset operating expenses, including debt service (estimated
at more than $6 million due at the end of March).


JOHN KAVANAGH: To Halt Biz in April; President Joins Another Firm
-----------------------------------------------------------------
Laura Youngs, Staff writer at The Business Journal of the Greater
Triad Area, reports that John Kavanagh, president of John Kavanagh
Co., has confirmed that he is closing his 23-year-old home
building firm by April 2009, citing the poor housing market as the
source of the company's problems.  Kavanagh Development, part of
John Kavanagh Co., also will close.

According to the report, Mr. Kavanagh said he has joined a newly
formed company, KMW Builders, as a general contractor.  KMW
Builders, the report says, is owned by Weaver Investment Co., and
will focus primarily on building affordable housing.

Earlier this year, "it became obvious,"

"We weren't getting any sales, that's the main thing. The market
just totally dried up for us. And for whatever activity there was,
there were extremely low offers," the report quotes Mr. Kavanagh
as saying.


JUST WINGIN': Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
John Boyle at Citizen-Times.com reports that Just Wingin' It,
Inc., dba Wild Wings Cafe, has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for Western District of
North Carolina.

Court documents say that Just Wingin' listed $1,621,758 in total
debts and $33,500 in total assets.  According to court documents,
Just Wingin's largest creditors include:

     -- Internal Revenue Service, which is owed $658,547;
     -- Sysco Food Systems, which is owed $128,009; and
     -- the state of North Carolina, which is owed $66,677 in
        sales taxes.

Citizen-Times.com relates that several individuals are owed more
than $100,000 each.

Just Wingin' listed its "estimated average future gross monthly
income" at $200,000 and its net monthly employee payroll at
$62,000, Citizen-Times.com reports.

Asheville, North Carolina-based Just Wingin' It, Inc. -- dba Wild
Wings Caf‚ -- filed for Chapter 11 bankruptcy protection on
February 17, 2009 (Bankr. W.D. N.C. Case No. 09-10169).  David G.
Gray, Esq., at Westall, Gray, Connolly & Davis, P.A., assists the
Company in its restructuring effort.  The Company listed
$33,500.00 in assets and $1,621,758.09 in debts.


LAS VEGAS SANDS: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on the Las Vegas Sands Corp. family
of companies, including Las Vegas Sands LLC, its Venetian Casino
Resort LLC subsidiary, and affiliate VML U.S. Finance LLC.  The
corporate credit rating was lowered to 'B-' from 'B'.  The ratings
were removed from CreditWatch, where they were initially placed
with negative implications on July 16, 2008.  The rating outlook
is negative.

At the same time, S&P revised its recovery rating on LVSC's
$250 million senior notes and LVSL's $5 billion senior secured
credit facility to '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default, from '2'.  The issue-level rating on the facilities was
lowered to 'B-' (at the same level as the 'B-' corporate credit
rating on the company) from 'B+', in accordance with S&P's
notching criteria for a recovery rating of '3'.

S&P also lowered the issue rating on the secured loan facilities
at VML U.S. Finance LLC to 'B-' from 'B'.

"The ratings downgrade reflects our concern around the company's
ability to fund its development pipeline, while at the same time
maintaining compliance with its credit facilities in the U.S. and
Macau," said Standard & Poor's credit analyst Ben Bubeck.

The company made significant revisions/reductions to its
aggressive development plan in conjunction with a capital raise of
more than $2.5 billion completed late in 2008 and has also
initiated a cost-containment plan targeting $250 million in annual
savings.  Still, S&P's projections for performance in 2009 and
2010 at the company's properties in the U.S., Macau, and
Singapore, combined with additional spending requirements of more
than $4.5 billion, translate into a liquidity shortfall absent
potential asset sales in Macau.

S&P's outlook for the Las Vegas properties calls for year-over-
year EBITDA to decline in the mid-teens percentage area in 2009,
followed by only a modest rebound in 2010, reflecting difficult
economic conditions in the U.S. that are continuing to pressure
visitation, room rates, and spend on the Las Vegas Strip.  S&P's
projections for the Macau properties contemplate an EBITDA decline
in the high-single-digit percentage area across the portfolio this
year, and only a low- to mid-single-digit percentage increase in
2010, driven by a continuation of weak visitation and spend trends
due to tightened visa restrictions and weaker overall economic
conditions, as well as increased competition.  S&P assume that
Sands Bethlehem opens as scheduled in May 2009, and ramps up to an
EBITDA run rate of slightly above $100 million in 2010.  S&P is
also incorporating an expectation for the Marina Bay Sands in
Singapore to generate about
$825 million in EBITDA in 2010, which would approximate about a
15% return on investment.

Under the scenario outlined above, the company would face a
substantial liquidity shortfall in 2010, and would also likely
violate covenants under its Macau credit facility by the September
2009 quarter, absent the sale of noncore assets in Macau.
However, S&P's 'B-' corporate credit rating also incorporates the
expectation that the company is successful in selling at least one
of the three noncore Macau assets for sale, which include the Four
Seasons Apartments and the malls at the Venetian Macau and Four
Seasons Macau.  A further lowering of the rating would likely
occur absent progress in completing the sale of one or more of
these assets over the next several months.

The rating downgrade also reflects the fact that S&P expects the
company to continue to be required to fund equity cure payments
(to the extent permitted) over at least the next several quarters
in order to remain in compliance with covenants within its bank
facilities.  The company elected to contribute $50 million to U.S.
operations in the September 2008 quarter and $20 million to Macau
operations in the December 2008 quarter under the equity cure
provisions in each credit agreement.  The consistent reliance on
equity cure provisions -- rather than just cash flow generated
from operations -- to maintain compliance with bank facilities is
not consistent with the previous rating.


LEAR CORP: Lenders' Waiver Expires May 15, Chapter 11 Looms
-----------------------------------------------------------
In its annual report on Form 10-K, Lear Corp., said, "We are
currently reviewing strategic and financing alternatives available
to us and have retained legal and financial advisors to assist us
in this regard.  We are engaged in continuing discussions with the
lenders under our primary credit facility and others regarding a
restructuring of our capital structure.  Such a restructuring
would likely affect the terms of our primary credit facility, our
other debt obligations, including our senior notes, and our common
stock and may be effected through negotiated modifications to the
agreements related to our debt obligations or through other forms
of restructurings, which we may be required to effect under court
supervision pursuant to a voluntary bankruptcy filing under
Chapter 11 of the U.S. Bankruptcy Code."

Lear Corporation said March 17 it has reached an agreement with
its lenders and JPMorgan Chase Bank N.A., as general
administrative agent, for an amendment and waiver to its amended
and restated credit and guarantee agreement dated April 25, 2006.
On January 6, 2009, Lear said it was seeking an amendment and
waiver under its primary credit facility in light of financial
covenant defaults and adverse current and longer-term industry
conditions.  The March 17 agreement provides, through May 15,
2009, a waiver of Lear's existing defaults under its primary
credit facility and an amendment of the financial covenants and
certain other provisions of the primary credit facility.  The
Company and its lenders remain in active discussions regarding
further modifications to its primary credit facility in light of
existing and projected industry conditions.

"Despite the challenging conditions we are facing, we continue to
have a strong liquidity position and we remain focused on
maintaining operational excellence globally," said Bob Rossiter,
Lear's chairman, chief executive officer and president. "We
appreciate the support and cooperation we have received from our
supplier partners, our customers and our lenders as we work
together through the industry downturn."

Lear Corp., however, noted that if an acceptable restructuring
agreement with lenders is not obtained, it will be in default
under our primary credit facility as of May 16, 2009, and the
lenders would have the right to accelerate the obligations upon
the vote of the lenders holding a majority of outstanding
commitments and borrowings thereunder.  Acceleration of its
obligations under the primary credit facility would constitute a
default under our senior notes and would likely result in the
acceleration of these obligations. In addition, a default under
our primary credit facility could result in a cross-default or the
acceleration of our payment obligations under other financing
agreements.  "In any such event, we may be required to seek
reorganization under Chapter 11," the Company said.

During the fourth quarter of 2008, the Company elected to borrow
$1.2 billion under its primary credit facility to protect against
possible disruptions in the capital markets and uncertain industry
conditions, as well as to further bolster our liquidity position.
As of Dec. 31, 2008, the company had approximately $1.6 billion in
cash and cash equivalents on hand, providing adequate resources to
satisfy ordinary course business obligations.  The Company elected
not to repay the amounts borrowed at year-end in light of
continued market and industry uncertainty.  As a result, as of
Dec. 31, 2008, the Company was no longer in compliance with the
leverage ratio covenant contained in our primary credit facility.
The company has been engaged in active discussions with a steering
committee consisting of several significant lenders to address
issues under its primary credit facility.

A full-text copy of the second amendment and waiver is available
for free at http://ResearchArchives.com/t/s?3a6e

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

                            *     *     *

As reported by the Troubled Company Reporter on January 30, 2009,
Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
and $3.5 billion in reported debt as of December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.


LEAR CORP: Ernst & Young Raises Going Concern Doubt
---------------------------------------------------
Ernst & Young LLP of Detroit, Michigan, raised substantial doubt
to Lear Corporation's ability as a going concern after auditing
the Company's consolidated financial statement for the fiscal year
ended Dec. 31, 2008.  The firm pointed out that, if the Company
failed to enter into an agreement with its lenders under the
company's primary credit facility, the company will be in default
in 2009.  As a result, the company has classified the amounts
outstanding under its primary credit facility as current
liabilities as of Dec. 31, 2008.

The Company's consolidated balance sheets showed $6,872,900,000 in
total assets and $6,674,100,000, resulting to a $198,900,000
stockholders' equity.

The Company has $689,900,000 net loss on $13,570,500,000 in net
sales for the year ended Dec. 31, 2008, compared with $241,500,000
net income on $15,995,000,000 in net sale a year earlier.

A full-text copy of the company's Form 10-K Annual Report for the
fiscal year ended Dec. 31, 2008, is available for free at:

               http://ResearchArchives.com/t/s?3a6f

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

                            *     *     *

As reported by the Troubled Company Reporter on January 30, 2009,
Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
and $3.5 billion in reported debt as of December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.


LEAR CORP: Hires Legal & Financial Advisors to Mull Options
-----------------------------------------------------------
According to Reuters, Lear Corp. said that it hired legal and
financial advisers to help review its strategic alternatives and
that its auditors have cast doubt on the supplier's ability to
survive as a "going concern."

Lear has reached an agreement with its lenders for an amendment
and waiver to its primary credit facility.  On January 6, 2009,
Lear said it was seeking an amendment and waiver under its primary
credit facility in light of financial covenant defaults and
adverse current and longer-term industry conditions.  Since then,
the Company has been in active discussions with lenders under its
primary credit facility.  The agreement provides, through May 15,
2009, a waiver of Lear's existing defaults under its primary
credit facility and an amendment of the financial covenants and
certain other provisions of the primary credit facility.  The
Company and its lenders remain in active discussions regarding
further modifications to its primary credit facility in light of
existing and projected industry conditions.

"Despite the challenging conditions we are facing, we continue to
have a strong liquidity position and we remain focused on
maintaining operational excellence globally," said Bob Rossiter,
Lear's chairperson, chief executive officer and president.  "We
appreciate the support and cooperation we have received from our
supplier partners, our customers and our lenders as we work
together through the industry downturn."

Lear is reviewing strategic and financing alternatives available
to the Company and has retained legal and financial advisors to
assist us in this regard.  Lear is engaged in continuing
discussions with the lenders under our primary credit facility and
others regarding a restructuring of our capital structure.  Such a
restructuring would likely affect the terms of Lear's primary
credit facility, the Company's other debt obligations, including
its senior notes, and its common stock and may be effected through
negotiated modifications to the agreements related to its debt
obligations or through other forms of restructurings, which it may
be required to effect under court supervision pursuant to a
voluntary bankruptcy filing under Chapter 11 of the U.S.
Bankruptcy Code.  There can be no assurance that an agreement
regarding any such restructuring will be obtained on acceptable
terms with the necessary parties or at all.  If an acceptable
agreement is not obtained, Lear will be in default under its
primary credit facility as of May 16, 2009, and the lenders would
have the right to accelerate the obligations upon the vote of the
lenders holding a majority of outstanding commitments and
borrowings thereunder.  Acceleration of Lear's obligations under
the primary credit facility would constitute a default under the
Company's senior notes and would likely result in the acceleration
of these obligations.  In addition, a default under Lear's primary
credit facility could result in a cross-default or the
acceleration of the Company's payment obligations under other
financing agreements.  In any such event, the Company may be
required to seek reorganization under Chapter 11.  "In the event
that we are unable to achieve an acceptable negotiated
restructuring of our indebtedness, we may be forced to seek
reorganization under the U.S. Bankruptcy Code," Lear said.

Although Lear's immediate focus is on reducing operating costs and
efficiently managing its business through challenging industry
conditions and the overall economic downturn, the Company believes
that there is significant longer-term opportunity for continued
growth in our seating and electrical and electronic businesses and
are pursuing a strategy focused around its global product
capabilities.  This strategy includes investing in new products
and technologies, as well as selective vertical integration.  Lear
believes its commitment to superior customer service and quality,
together with a cost competitive manufacturing footprint, will
result in a global leadership position in each of its product
segments and improved operating margins.

Auditor Ernst & Young LLP said that Lear has classified the
amounts outstanding under its primary credit facility as current
liabilities as of December 31, 2008.  Ernst & Young raised
substantial doubt about the Company's ability to continue as a
going concern.

                         About Lear Corp.

Based in Southfield, Michigan, Lear Corp. is a global automotive
supplier, conducting business in two product operating segments:
seating and electrical and electronic.  The seating segment
includes seat systems and the components. The electrical and
electronic segment includes electrical distribution systems and
electronic products, primarily wire harnesses, junction boxes,
terminals and connectors, various electronic control modules, as
well as audio sound systems and in-vehicle television and video
entertainment systems. The assembly process with respect to the
electrical and electronic segment is performed in low-cost labor
sites in Mexico, Honduras, the Philippines, Eastern Europe and
Northern Africa.  Lear has divested substantially all of the
assets of its interior segment, which included instrument panels
and cockpit systems, headliners and overhead systems, door panels,
flooring and acoustic systems and other interior products.

                            *     *     *

As reported by the Troubled Company Reporter on January 30, 2009,
Lear Corp. had approximately $1.6 billion in cash and cash
equivalents as of December 31, 2008, providing more than adequate
resources to satisfy ordinary course business obligations,
according to the Company.  Lear had $6.8 billion in total assets,
and $3.5 billion in reported debt as of December 31, 2008.

In January, Moody's Investors Service lowered the Corporate Family
and Probability of Default ratings of Lear, to Caa2 from B3.  In a
related action, the rating of the senior secured term loan was
lowered to Caa1 from B2, and the rating on the senior unsecured
notes was lowered to Caa2 from B3.  The ratings remain on review
for further possible downgrade.

Standard & Poor's Ratings Services also lowered its corporate
credit rating on Lear to 'B-' from 'B'.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on Nov. 13, 2008.


LEHMAN BROTHERS: District Court Upholds LBI Sale to Barclays
------------------------------------------------------------
Judge Denise L. Cote of the U.S. District Court for the Southern
District of New York has affirmed an order by the Bankruptcy Court
approving the sale of Lehman Brother Holding Inc.'s North American
brokerage and office buildings to Barclays Plc.

According to Bloomberg's Christopher Scinta, U.S. District Judge
Denise Cote dismissed an appeal by investors including Bay Harbour
Management LC, Trophy Hunter Investments Ltd. and MSS Distressed &
Opportunities 2 asking for revisions to terms of the $1.54 billion
sale.

In his opinion, Judge Cote wrote that Bay Harbour and the other
investors didn't show Bankruptcy Court Judge Peck made a mistake
approving the sale free and clear of liens. "The bankruptcy
court's determination of Barclays's good faith status is therefore
affirmed," she said.

In September 2008, Judge James M. Peck approved LBHI's request to
sell Lehman Brothers, Inc. -- which runs its U.S. brokerage assets
-- two days after the proposal was submitted to the Court, and
five days after LBHI entered Chapter 11.  The sale hearing
concluded at approximately 1:40 a.m. Saturday morning with,
literally, a round of applause in Judge Peck's courtroom.

Despite a limited opportunity to stop the sale, about 90 parties
filed objections in Court, and many more packed the courtroom in
order to, among other things, seek a delay or clarifications
regarding the deal.  Creditors called for a delay of the sale to
accommodate competing bids for LBI and to seek disclosure about
their billions of claims and collateral affected by the rush-
sale.  The Official Committee of Unsecured Creditors, however,
did not file an objection, citing that there was no viable
alternative.

Representatives of the Federal Reserve, the U.S. Treasury
Department, the Securities and Exchange Commission and the Office
of the U.S. Trustee arrived in Court to urge the Judge Peck to
approve the US$1.7-billion sale, arguing the global financial
markets would be harmed by a delay.

Judge Peck approved the deal and acknowledged that rejecting the
sale "could prove to be truly disastrous" given the 10,000 jobs
and billions of customer accounts at stake.  LBHI's counsel,
Harvey Miller, Esq., at Weil Gotshal & Manges, LLP, said a
rejection of the deal would have resulted to a "major shock to the
financial system."  He added that there were accounts totaling
US$138 billion that depended on the sale.

Courtroom observers had gasped when Mr. Miller announced that LBI
has US$47.4 billion of securities and US$45.5 billion of
liabilities to be assumed by Barclays, or a net value of US$1.9
billion -- a reduction from the US$72 billion in securities and
US$68 billion of debts, or a net value of US$4 billion.  Lehman's
headquarters building in New York and two data centers in New
Jersey were valued at US$1.29 billion -- a reduction of up to
US$200 million from earlier estimates.  Barclays will also assume
as much as US$2.5 billion in liabilities related to Lehman
workers, 10,000 of whom are to be absorbed by Barclays, and about
US$1.5 billion in costs for altering contracts.

The facts, Mr. Miller had told Judge Peck, show that the ice
cube's melting.  If the Barclays transaction isn't approved now,
Mr. Miller had stressed, there won't be any business left to sell
to anybody.

"The old deal had Barclays giving Lehman the first US$500 million
in profit on sales of some assets and splitting the profit on next
US$500 million," The Wall Street Journal had reported.  "In the
new deal that is gone."

LBI and other units that were not part of the Chapter 11 filing
were included in the sale.  The Securities Investor Protection
Corp. began a liquidation proceeding September 19 that would pave
way for the sale of LBI.  James W. Giddens, who was appointed as
trustee for the SIPA liquidation of LBI on the same day, had said
that after reviewing the Asset Purchase Agreement, having made
reasonable inquiries, and on the understanding that the SIPC,
SEC, and the Fed, among others, support the transaction, he
determined that the course of action is in the best interests of
LBI's customers, creditors, and the general estate.

Judge Peck approved the sale despite arguments by creditors that
the assets could fetch more from competing bidders and that Lehman
failed to provide adequate disclosure about the specific assets
and debts included in the transaction.

                     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 TV: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Ft. Wright, Kentucky-based Local TV LLC
and its operating subsidiary, Local TV Finance LLC, which S&P
analyzes on a consolidated basis.  The corporate credit rating was
lowered to 'B-' from 'B'.  The rating outlook is stable.

At the same time, S&P revised its recovery rating on Local TV
Finance'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'.  S&P lowered the issue-
level rating on this debt to 'B-' (at the same level as the 'B-'
corporate credit rating on the company) from 'B+', in accordance
with S&P's notching criteria for a '4' recovery rating.

In addition, the issue-level rating on the company's senior notes
was lowered to 'CCC' (two notches lower than the 'B-' corporate
credit rating) from 'CCC+'.  The recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

"The ratings downgrade reflects S&P's expectation that Local TV's
liquidity will become limited and leverage will become extremely
high in 2009 from a lack of meaningful political revenue and steep
declines in local and national advertising revenue," said Standard
& Poor's credit analyst Jeanne Mathewson.

S&P expects EBITDA coverage of total interest to be very thin
through the point when the company is required to resume cash
interest payments on its payment-in-kind toggle notes in 2011.
S&P also expect the declines in EBITDA to cause leverage to climb
above 15x and prevent Local TV from borrowing on the $30 million
revolving credit facility by the end of 2009.

The 'B-' rating reflects the company's thin liquidity, high debt
leverage, sensitivity to election cycles, and TV broadcasting's
mature revenue growth prospects.  Local TV's good cash flow
diversity among its major network affiliated TV stations in
midsize markets, competitive local news positions in most of its
markets, and broadcasting's good margin and cash flow potential
minimally temper these factors.


MAHONING COUNTY: S&P Downgrades Rating on Bonds to 'C' From 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating on Mahoning County, Ohio's series 1997A and
2002A bonds, issued for Forum Health to 'C' from 'B+' after Forum
Health filed for bankruptcy Chapter 11 on March 16, 2009.  The
outlook remains negative.

According to management, Forum Health is current on both its
monthly principal and interest payments to the trustee and its
payments to bondholders.  Management indicates that despite the
bankruptcy filing they intend to continue making interest payments
to bondholders, however, scheduled principal payments will be made
from a debt service reserve fund held with the trustee, which
totals approximately $54 million.  All future payments are still
subject to bankruptcy court approval.  Total debt outstanding as
of January 2009 is approximately
$139 million, but when including the $54 million in a debt service
reserve, net debt outstanding declines to $85 million.

"The negative outlook reflects the uncertainty surrounding future
principal and interest payments to bondholders, and the potential
for a lowering of the rating to 'D', should a payment be missed,"
said Standard & Poor's credit analyst Stephen Infranco.

According to management's unaudited internal statements, Forum
generated an operating and excess loss of approximately
$18 million and $24 million, respectively, in fiscal 2008,
generating coverage of maximum annual debt service at less than
1x.  The fiscal 2008 results compare unfavorably to the previous
fiscal year in which Forum generated a $12 million operating gain.
Furthermore, Forum's balance sheet has weakened considerably, as
liquidity has declined to 30 days' cash on hand from nearly 70
days in 2007; while unrestricted cash to net debt totals just 38%
(excluding $54 million held in a debt service reserve fund).  At
the end of January 2009, liquidity declined further, with just 18
days' cash on hand and 24% unrestricted cash to net debt
(excluding the debt service reserve fund).


MASONITE INT'L: Court OKs Cash Collateral & Other 1st Day Motions
-----------------------------------------------------------------
Masonite International Inc. on Wednesday received interim court
authorization to continue to meet its obligations to trade
suppliers on normal terms in the ordinary course of business.  The
Company also has received court authorization to continue to
utilize its cash collateral to help meet its obligations to
suppliers, employees and customers.  As of March 12, 2009,
Masonite had more than $150 million of cash on hand.

"We are very pleased that the U.S. court has granted interim
approval for our 'All-Trade Motion,' which allows us to continue
to meet our obligations to our trade suppliers for goods and
services that they provide to the Company," said Fred Lynch,
President and Chief Executive Officer of Masonite.  "We intend to
pay our suppliers under customary terms going forward."

Mr. Lynch continued, "Our restructuring plan calls for all trade
creditors to be 'unimpaired,' meaning that suppliers would be paid
in full. This was a critical issue for us in our negotiations with
our secured lenders and bondholders, and we are pleased to note
that more than 75 percent of our secured lenders and more than 80
percent of our bondholders have entered into lock-up agreements
supporting this plan, which is significantly higher than the 67%
required for approval of the plan."

Masonite is moving forward with a debt restructuring plan that has
already received strong support from the Company's secured lenders
and bondholders.  If implemented as proposed, the plan will enable
Masonite to reduce its outstanding debt by nearly
$2 billion, from $2.2 billion today to up to $300 million upon
consummation of the plan, and reduce its annual cash interest
costs by approximately $145 million.

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.

Masonite's "First Day Motions" were approved on either a final or
interim basis at a hearing in Wilmington on March 17.  These
included court orders that provide for the continued payment of
employee wages and other compensation, reimbursable employee
expenses, and medical and other benefits without interruption; the
continued payment of supplier invoices on normal terms in the
ordinary course of business; the continuation of customer
programs; and, the continued use of its cash collateral and cash
management systems.  The Company has received similar
authorization in Canada as well.

A hearing at which the Company will seek final U.S. Court approval
for the interim orders has been scheduled for April 13, 2009.

Masonite noted that customer programs, such as rebates, incentives
and warranties, will continue to remain in effect during the legal
proceedings.  Under final orders entered by the Court, the Company
has the right to pay in full any such valid claims that are due.

Separately, Masonite said it is no longer obligated to make
filings with the Securities and Exchange Commission, including
reports on Form 6-K.  Under terms of the Lock Up and Restructuring
Agreement executed by holders of more than two-thirds in principal
amount of its senior secured obligations and its senior
subordinated notes due 2015, Masonite will be a privately held
enterprise upon consummation of the proposed plan of
reorganization.

                   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.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Ernst Files 1st Monitor's Report With CCAA Court
----------------------------------------------------------------
Ernst & Young, Inc., the monitor in the restructuring proceedings
under the Canadian Companies' Creditors Arrangement Act of
Masonite International, Inc., and its affiliates, filed its first
monitor's report with the CCAA Court on March 16, 2009.

The Honorable Mr. Justice Campbell of the Superior Court of
Justice (Commercial List) for the Province of Ontario, in Canada,
appointed Ernst & Young as the Applicants' monitor.

The Monitor relates that Masonite Holdings (Canada) has leased
head office premises in Mississauga, Ontario, and operates from
leased and owned manufacturing facilities in, among others,
Concord, Ontario, Lac-Megantic, Quebec, and Bethierville, Quebec.
Masonite Canada also has 12 leased and owned warehouse facilities
in sales offices in Quebec, Ontario, and British Columbia.  In
addition, through a joint venture Masonite Canada has a 75%
interest in a door facing manufacturing facility named Sacopan,
Inc., located in Sacre Coeur, Quebec, that supplies moulded door
facings to the Lac-Megantic manufacturing facility and to certain
Masonite U.S. interior door manufacturing facilities.

As of March 16, 2009, Masonite Canada has about 847 unionized and
316 non-unionized active employees.

                   BMO Cash Management Charge

The Applicants maintain a centralized cash management system that
is operated by the Bank of Montreal.  BMO has requested a charge
of C$1.5 million in respect to any losses it many incur in
connection with the provision of the Cash Management System.

                     Financial Thresholds

The Initial CCAA Order contemplates that the Applicants may
cease, downsize or shut down any of their businesses or
operations and dispose of redundant or non-material assets no
exceeding C$5 million in any one transaction or C$10 million in
the aggregate.

              Employee Retention/Incentive Plans

The Applicants have a variable incentive plan in place, which
covers all non-commissioned salaried staff from the plant manager
level to the senior executives of the Masonite Group.  These
senior managers are divided into six distinct groups, each of
which has specific targets to achieve based on EBITDA, fill
rates, inventory levels, controllable costs and certain other
criteria.

Management, according to the Monitor, has advised that the next
quarterly payment under the variable incentive plan, which is
payable in respect of the first quarter of 2009, is estimated to
be approximately $2.6 million for Masonite U.S. and approximately
C$280,000 for Masonite Canada.

               Summary of Assets and Liabilities

The balance sheet of the operating company, MIC, as of
January 24, 2009, indicates that the company's liabilities exceed
the net book value of its assets by approximately $608 million:

  Total Assets                                $1,021,000,000

  Liabilities:
     Senior Secured Credit Facilities            814,000,000
     11% Unsecured Notes                         358,000,000
     Due to Affiliates                           432,000,000
     Taxes Payable and Future Income Taxes        22,000,000
     Accounts payable and other liabilities        4,000,000
                                              --------------
  Total liabilities                            1,629,000,000

  Excess of total liabilities
  over total assets                             $608,000,000
                                              ==============

In addition to its direct obligations, MIC has guaranteed direct
obligations of Masonite U.S. under the Senior Secured Credit
Facilities in the aggregate amount of $657.9 million and direct
obligations of Masonite U.S. to holders of $412.0 million in 11%
Unsecured Notes issued directly by Masonite U.S.

The direct obligations of MIC under the Senior Secured Credit
Facilities consist of:

  -- a revolving facility with an outstanding balance of $250.7
     million; and

  -- an eight-year term loan due 2013 that bears interest at
     LIBOR plus 2.00% and amortizes at 1% annually.

        Current Liquidity & 13-Week Cash Flow Forecast

As of March 6, 2009, the Applicants had $63.5 million cash on
hand, while Masonite U.S. had $48.7 million.  The foreign
subsidiaries and the Sacopan joint venture collectively had cash
on hand of approximately $51.9 million.

The Applicants, with the assistance of Alvarez & Marsal, have
prepared a 13-week cash flow forecast that estimates the CCAA
Applicants financing requirements.

The cash flow estimates that for the period of March 16, 2009, to
June 14, 2009, the Applicants will have total receipts of
$48.4 million and total disbursements of $72.0 million for a net
cash flow outflow of $23.6 million.  At June 14, 2009, the
Applicants are forecast to have available liquidity, consisting of
cash on hand, of approximately $31.2 million.  The Applicants said
no debtor-in-possession loan will be required during the 13-week
cash flow forecast period.

For Masonite U.S., it is estimated that for the period of
March 16 to June 14, 2009, the companies will have a net cash
flow outflow of $33.8 million.  The amount exceeds Masonite
U.S.'s projected operating cash balance of $31.3 million, and
accordingly, Masonite U.S. is forecasted to exhaust its cash on
hand during the week ending May 31, 2009.

Masonite U.S. has chosen not to arrange a DIP financing for its
Chapter 11 proceedings.  Should Masonite U.S. experience
significant negative variances in its projected cash flows, it
may have insufficient liquidity to continue its operations in the
ordinary course, the Monitor said.  Due to the high degree of
operational integration between the companies of the Masonite
Group and the critical nature of the services provided by
Masonite U.S. to the Applicants, if Masonite U.S. were unable to
continue to provide goods and services to the Applicants during
the Chapter 11 proceedings, it would have a material negative
impact on the business of the Applicants.

A full-text copy of the Monitor's Report is available for free
at: http://bankrupt.com/misc/ccaamonitor_1streport.pdf

                   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.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Obtain CCAA Stay Order Until April 15
-----------------------------------------------------
Masonite International, Inc., Masonite International Corporation,
Masonite Holding Corporation, Crown Door Corporation, Castlegate
Entry Systems, Inc., 3061275 Nova Scotia Company, and Rochman
Universal Doors, Inc., sought and obtained an initial order from
the Superior Court of Justice (Commercial List) for the Province
of Ontario, on March 16, 2009, granting them protection from
creditors under the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended.

Pursuant to the Initial CCAA Stay Order, the Honorable Mr.
Justice Campbell ruled that until April 15, 2009, no proceeding
or enforcement process in any court or tribunal should be
commenced or continued against the Applicants, Ernst & Young, as
the court-appointed monitor, or affecting the Applicants'
properties and business except with their written consent or with
leave of the Court.

All proceedings currently under way against or in respect of the
Applicants are stayed and suspended pending further order of the
Canadian Court.  No proceedings may also be commenced or
continued against the former, current or future directors and
officers of the Applicants with respect to any claim against the
directors and officers that arose before March 16, 2009.

Honorable Mr. Justice Campbell prohibits any person from
discontinuing, altering, interfering with, repudiating,
terminating or ceasing to perform any right, contract, agreement,
license or permit in favor of or held by the Applicants except
with their written consent or leave of the Court.

All persons having oral or written agreements with the Applicants
or with third parties on behalf of the Applicants for the supply
of goods or services are restrained until further court order
from discontinuing, altering, interfering with or terminating the
supply of those goods or services.

No creditor of the Applicants will be under any obligation to
advance or re-advance any amounts or otherwise extend any credit
to the Applicants.  Nothing in the Initial Order will derogate
from the rights conferred and obligations imposed by the CCAA,
Honorable Justice Campbell adds.

Directors and officers of the Applicants will be entitled to the
benefit of and granted a charge on the Property, which charge
will not exceed an aggregate amount of $5,000,000, as security
for the indemnities to the directors and officers.

No insurer will be entitled to be subrogated to or claim the
benefit of the Director's Charge, and the Applicants' director
and officers will only be entitled to the benefit of the
Director's Charge to the extent that they do not have coverage
under any directors' and officers' insurance policy, or to the
extent that that coverage is insufficient to pay amount
indemnified.

                   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.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE CORPORATION: Chapter 11 Filing Cues Moody's 'D' Rating
---------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of Masonite Corporation to D from Ca following its filing
for protection under Chapter 11 of the U.S. Bankruptcy Code.  In
addition, Masonite International Corporation filed to reorganize
under the Companies' Creditors Arrangement Act in Canada.
Subsequent to Moody's rating action, the rating agency will
withdraw all of Masonite's ratings.

These ratings/assessments have been affected:

  -- Corporate family rating, affirmed at Ca;

  -- Probability of default rating, lowered to D from Ca;

  -- $1.172 billion Gtd. Sr. Sec. Term Loan due 2013, affirmed at
     Caa3 (LGD3, 32%);

  -- $350 million Gtd. Sr. Sec. Revolver due 2011, affirmed at
     Caa3 (LGD3, 32%);

  -- Speculative grade liquidity rating, affirmed at SGL-4.

Moody's most recent announcement concerning the ratings for
Masonite was on November 17, 2008, at which time Moody's lowered
Masonite's corporate family rating to Ca from Caa3.

Masonite is headquartered in Ontario, Canada.  The company is a
leading global manufacturer of doors and door components with
customers in over 70 countries and manufacturing facilities in 18
countries in North America, Europe, Latin America, Asia and
Africa.  Revenues for the trailing twelve month period ended
September 30, 2008, were approximately $1.9 billion.


MEDIANEWS GROUP: Cash Flow Decline Cues S&P's Rating Cut to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
and revised its recovery ratings on the secured debt of newspaper
publishers MediaNews Group Inc. and Freedom Communications Inc.

The revised ratings reflect a more significant decline in cash
flow than that used in S&P's previous analysis, as well as a
reduction in S&P's assumed emergence multiple to 4.5x from 5.0x
due to the challenging operating conditions in the newspaper
sector.

S&P lowered its issue-level rating on the secured credit
facilities of MediaNews to 'CCC' (at the same level as the 'CCC'
corporate credit rating on the company) from 'CCC+'.  The recovery
rating on these loans was revised to '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default, from '2'.

S&P also lowered the issue-level rating on Freedom's secured
credit facilities to 'CCC' (one notch lower than the 'CCC+'
corporate credit rating on the company) from 'CCC+'.  The recovery
rating was revised to '5', indicating S&P's expectation of modest
(10% to 30%) recovery for lenders in the event of a payment
default, from '3'.

                          Ratings List

                      MediaNews Group Inc.

             Corporate Credit Rating    CCC/Negative/--

                    Freedom Communications Inc.

             Corporate Credit Rating    CCC+/Negative/--

                         Ratings Revised

                       MediaNews Group Inc.

                                        To        From
                                        --        ----
             Secured                    CCC       CCC+
               Recovery Rating          4         2

                    Freedom Communications Inc.

                                        To        From
                                        --        ----
             Secured                    CCC        CCC+
               Recovery Rating          5          3


MERCEDES HOMES: Lists $30-Mil. in Assets, $280-Mil. in Debts
------------------------------------------------------------
Mercedes Homes Inc. has filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities.  According to Bloomberg's Bill Rochelle, the Company
said it listed assets on the books for $309 million against debt
of $280 million.  Claims include $224 million owing to secured
creditors.

Mercedes Homes has already received authorization from the
Bankruptcy Court to use its secured lenders' cash collateral.
Mercedes Homes may use the cash collateral until a hearing on
April 9, Bloomberg's Bill Rochelle said.

Mercedes owes almost $159 million to a first-lien lender, and (i)
more than $70 million on a secured revolving loan.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The company and 10 of its affiliates filed for Chapter 11
protection on Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-
11191).  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey,
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed Richard M. Williamson and Alvarez & Marsal North
American LLC as their chief restructuring officer, Odyssey Capital
Group LLC as valuation expert, Michael P. Kahn & Associates LLC as
financial advisor and Kurtzman Carson Consultants LLC as claims
and noticing agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $1 million
to $10 million each.

M. Bryant Gatrell, Esq., at Moore & Van Allen PLLC, represents the
agent for the Debtors' prepetition first lien facilities.  Jay M.
Sakalo, Esq., at Bilzin Sumberg Baena Price & Exelrod, LLP,
represents the agent for the Debtors' prepetition second lien
facility.


MGM MIRAGE: Enters Into Amendment to Senior Credit Facility
-----------------------------------------------------------
MGM Mirage obtained on March 17, 2009, from the lenders under its
senior credit facility a waiver of the requirement that the
Company comply with the senior credit facility's financial
covenants through May 15, 2009.

Under the terms of the amendment, the Company repaid $300 million
of the outstanding borrowings under its senior revolving credit
facility.  The amendment provides for a 100 basis point increase
to the interest rate under the senior credit facility, prohibits
the Company from prepaying or repurchasing any debt or disposing
of assets, and allows the Company to continue to make its required
equity contributions to CityCenter through May 15, 2009.

"We are pleased to have obtained this waiver and amendment of our
senior credit facility.  While there is still work to be done,
this is a positive step that provides us with the opportunity to
continue to work with our financial advisors and our bank group in
addressing the Company's current financial position," said Jim
Murren, Chairperson and Chief Executive Officer of MGM Mirage.
"The current economic climate remains challenging, but we are
still driving high occupancy at our resorts, which are in terrific
shape.  We continue to provide our guests with world-class
customer service and a renewed value proposition."

At December 31, 2008, the Company had approximately $13.5 billion
of total long-term debt.  In late February 2009, the Company
borrowed $842 million under its senior credit facility, which
amount represented -- after giving effect to $93 million in
outstanding letters of credit -- the total amount of unused
borrowing capacity available under its $7.0 billion senior credit
facility.  In connection with the waiver and amendment, the
Company repaid $300 million under the senior revolving credit
facility, which amount is not available for re-borrowing without
the consent of the lenders.

The Company was in compliance with its financial covenants under
its senior credit facility at December 31, 2008.  However, if the
recent adverse conditions in the economy in general -- and the
gaming industry in particular -- continue, the Company believes
that it will not be in compliance with those financial covenants
during 2009.  In fact, given these conditions and the recent
borrowing under its senior credit facility, the Company does not
expect to be in compliance with these financial covenants at March
31, 2009.  As a result, on March 17, 2009, the Company obtained an
amendment to the senior credit facility, as discussed above, which
included a waiver of the requirement to comply with such financial
covenants through May 15, 2009.  Following expiration of the
waiver on May 15, 2009, the Company will be subject to an event of
default related to the expected noncompliance with financial
covenants under the senior credit facility at March 31, 2009.

The Company intends to work with its lenders to obtain additional
waivers or amendments prior to that time to address future
noncompliance with the senior credit facility; however, the
Company provided no assurance that it will be able to secure such
waivers or amendments.  The lenders holding at least a majority of
the principal amount under the Company's senior credit facility
could, among other actions, accelerate the obligation to repay
borrowings under our senior credit facility in such an event of
default.  As a result of such event of default, under certain
circumstances, cross defaults could occur under the Company's
indentures and the CityCenter $1.8 billion senior secured credit
facility, which could accelerate the obligation to repay amounts
outstanding under such indentures and the CityCenter credit
facility and could result in termination of the unfunded
commitments under the CityCenter credit facility.  As a result of
the conditions described above, the report of the Company's
independent registered public accounting firm on the Company's
consolidated financial statements for the year ended December 31,
2008, contains an explanatory paragraph with respect to the
Company's ability to continue as a going concern.

"We view the recently executed waiver and amendment as a strong
show of support by our long-term relationship banks," said
Executive Vice President and Chief Financial Officer of MGM
Mirage, Dan D'Arrigo.  "We look forward to further dialog with our
lenders as we consider all viable options to improve our capital
structure, which may include asset dispositions, raising
additional debt and/or equity capital, and modifying or extending
our outstanding debt."

           Fourth Quarter & Full Year Financial Results

MGM Mirage reported its 2008 fourth quarter and full year
financial results and provided details of a waiver and amendment
of its senior credit facility.

Fourth Quarter Operating Results

The Company reported a fourth quarter diluted loss per share from
continuing operations of $4.15, including a non-cash goodwill and
indefinite-lived intangible asset impairment charge of
$1.2 billion, or $4.25 per share, compared to earnings per share
of $2.85 in the prior year quarter, which included a
$1.03 billion, or $2.23 per share, gain on the CityCenter
transaction.  The Company notes that fourth quarter results were
impacted by global economic conditions and market trends, and that
these trends have continued into the first quarter.  The Company
earned net revenues of $1.6 billion and Property EBITDA(2) of $327
million in the fourth quarter of 2008, which included $27 million
of preopening and start-up expenses and net property transactions.

The non-cash impairment charge, which is included in "Property
transactions, net," relates to goodwill and other indefinite-lived
intangible assets recognized in the 2005 acquisition of Mandalay
Resort Group.  Goodwill was assigned primarily to Mandalay Bay,
Luxor, Excalibur, and Gold Strike Tunica; this impairment charge
represents substantially all of the goodwill recognized at the
time of the Mandalay acquisition and a minor portion of the value
of trade names related to the Mandalay resorts.  The charge
resulted from several factors:

     1) lower market valuation multiples for gaming assets;

     2) higher discount rates resulting from turmoil in the
        credit markets; and

     3) reduced cash flow forecasts for the affected resorts
        based on current market conditions.

Gaming revenues decreased 17% for the fourth quarter.  The
Company's total table games volume (including baccarat) decreased
17% in the quarter, with the overall table games hold percentage
near the midpoint of the Company's normal 18% to 22% range in the
2008 period, lower than the 2007 period when the hold percentage
was near the top end of the range.  Slots revenues decreased 12%
company-wide.

Rooms revenue decreased 21% as market conditions impacted rates
and occupancy leading to a 21% decrease in Las Vegas Strip REVPAR.
Average room rates decreased 15% at the Company's Las Vegas Strip
resorts and occupancy decreased from 93% to 85%.

The Company's non-gaming revenues excluding rooms decreased 9%.
Such revenues were impacted by the decreased customer spending and
lower occupancy at the Company's resorts.  The Company continues
to generate a significant portion of its revenue from its non-
gaming businesses by providing new and exciting experiences for
its guests.  For example, the Company recently opened the Terry
Fator show at The Mirage and, in conjunction with its partners at
Disney Theatrical Productions, plans to open the Broadway
sensation The Lion King at Mandalay Bay in May 2009.
Corporate expense decreased to $26 million compared to
$53 million in the prior year quarter as a result of cost
reduction efforts throughout the year.  The Company continues to
implement new cost saving programs to maximize its margins and
cash flows.

MGM Grand Macau, which opened in December 2007, earned Property
EBITDA of $17 million during the 2008 quarter and Property EBITDA
of $119 million for the full year.  The Company recognized its
share of MGM Grand Macau's fourth quarter results as follows:
$2 million of expense in the "Income from unconsolidated
affiliates" line and $4 million of expense in "Non-operating items
from unconsolidated affiliates."

Operating income decreased 60% on a comparable basis to the prior
year quarter, excluding the non-cash goodwill and indefinite-lived
intangible asset impairment charge in 2008, the CityCenter gain in
2007, property transactions, insurance recoveries, profits from
The Signature at MGM Grand, and preopening and start-up expenses.

Property EBITDA of $327 million was also impacted by certain of
the items discussed above and was down 41% on a comparable basis
to the prior year quarter with a margin of 22% compared to 31%.

Full Year 2008 Results

For the full year 2008, net revenues decreased 6% to $7.2 billion.
The decrease in revenues was largely a result of decreases in
market conditions discussed above which began earlier in the year
and accelerated after the financial and credit market crisis in
the fall of 2008. Las Vegas Strip REVPAR decreased 10% for the
full year compared to 2007.  Property EBITDA was $2 billion for
the full year of 2008.

EPS from continuing operations for the full year was a loss of
$3.06 per share versus income of $4.70 per share earned in 2007.

Liquidity and Financial Position

During the fourth quarter of 2008, these were relevant to the
Company's liquidity and financial position:

     -- Issued $750 million of 13% senior secured notes due 2013
        at a discount to yield 15%, with net proceeds to the
        Company of $687 million.

     -- Repurchased $345 million of face amount of outstanding
        senior notes at a purchase price of $263 million.  A
        substantial portion of the repurchased notes were from
        the October 2009 and September 2010 maturities of senior
        notes.

     -- Redeemed $149 million of senior subordinated notes
        assumed in the Mandalay acquisition as a result of a one-
        time put option by the bondholders.

     -- Announced that the Company's 50% owned venture CityCenter
        closed on a $1.8 billion senior secured bank credit
        facility.  Under the terms of the credit facility, at
        March 16, 2009, the Company and Dubai World were each
        required to fund remaining construction costs of up to
        $494 million; such amounts may be reduced by any
        additional financing obtained by CityCenter.  In addition,
        the Company and Dubai World have each provided partial
        completion guarantees up to $600 million.

     -- Entered into an agreement to sell Treasure Island for
        $775 million, or $755 million if the amount is paid in
        full by April 30, 2009; the sale is expected to close by
        March 31, 2009.

     -- In the fourth quarter of 2008 capital expenditures
        totaled approximately $120 million.

                       About MGM Mirage

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

                        *     *     *

As reported by the Troubled Company Reporter on March 12, 2009,
Moody's Investors Service downgraded MGM Mirage's Probability of
Default rating to Caa2 from Caa1 and its Corporate Family Rating
to Caa1 from B3.

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

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


MIRABILIS VENTURES: Settles Forfeiture With U.S. Government
-----------------------------------------------------------
Mirabilis Ventures Inc. has received from the U.S. Bankruptcy
Court for the Middle District of Florida in Orlando an extension
until May 31 of its exclusive right to propose a Chapter 11 plan.

As reported in yesterday's Troubled Company Reporter, the
Bankruptcy Court has authorized Mirabilis to enter into a
settlement with the U.S. government in connection with a dispute
over whether a forfeiture action against the company's property
was automatically halted when it filed bankruptcy.

According to Bloomberg's Bill Rochelle, Mirabilis had earlier
wanted the U.S. Government held in contempt of the Bankruptcy Curt
for continuing a forfeiture action aimed at taking away the
Company's property based on a fraud the U.S. Attorney says was
perpetrated by Frank Amodeo, the principal of the Company.

The settlement, Bloomberg relates, divided property between what
will go to the government in forfeiture and what the company will
retain.  The settlement obliges Mirabilis to set up a liquidating
trust in which the government will have an oversight role.  The
trust is to receive and distribute money collected in the Chapter
11 case.  In addition, the government has an approved unsecured
claim for $200 million in the bankruptcy.

Mr. Amodeo, Mr. Rochelle recalls, was indicted in August and later
pleaded guilty to four counts.  The government describes him as
having conducted a "systematic and pervasive theft of payroll
taxes" amounting to $182 million.

Orlando, Florida-based Mirabilis Ventures Inc., together with two
of its affiliates, filed for Chapter 11 protection on May 27, 2008
(Bankr. M.D. Fla. Lead Case No. 08-04327).  Elizabeth A. Green,
Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $50 million to $100 million.


MOMENTIVE PERFORMANCE: Risk of Default Cues S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Momentive Performance Inc. and its subsidiaries by two notches,
including its corporate credit rating to 'CCC' from 'B-' and
placed them on CreditWatch with negative implications.

"These rating actions reflect a near-term risk of default.  They
follow a sharp decline in earnings and cash flow during the fourth
quarter of 2008 and management's projection of extremely weak
EBITDA of $5 million to $15 million in the first quarter of 2009,"
said Standard & Poor's credit analyst Cynthia Werneth.  "The
decline is due to a significant, broad-based drop in demand and
production volumes across most of the company's product lines."
If EBITDA does not improve, S&P believes Momentive could violate
the senior secured leverage covenant in its primary bank credit
facility by the third quarter of 2009.  As of Dec. 31, 2008,
Momentive had total adjusted debt of $3.9 billion.  S&P adjust
debt to include about $500 million of seller notes issued by the
holding company parent, $125 million of tax-effected unfunded
postretirement liabilities, and $40 million of capitalized
operating leases.  Total adjusted debt to EBITDA was very
aggressive at more than 12x.

In addition, Momentive and its affiliates including Apollo
Management, the owner of about 90% of the company, are evaluating
potential transactions to reduce Momentive's debt including tender
offers and exchanges that S&P may regard as distressed and treat
as a selective default.

Finally, Momentive has indicated that a Chinese subsidiary expects
to breach a financial covenant in a $60 million construction loan
in April 2009.  The lender could require accelerated payment of
the loan if the borrower is in breach of a financial covenant and
it is not cured within 30 days after notice from the lender.
Momentive's management has indicated that interest on the loan is
current and that it expects to address the situation during the
next several weeks.

Momentive is a leading global producer of silicones used in a wide
variety of end uses and also produces quartz, primarily for
semiconductors.

S&P expects to resolve the CreditWatch during the next several
weeks after evaluating prospects for earnings, cash flow, and
covenant compliance, as well as any developments related to debt
restructuring.


MONTERRA ENTERPRISES: Case Converted to Chapter 7 Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah approved at a
hearing on February 26, 2009, the conversion of the Chapter 11
bankruptcy case of Monterra Enterprises, LLC to one under Chapter
7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on February 5, 2009,
Charles F. McVay, the U.S. Trustee for Region, 19, requested the
Court to dismiss or convert the Debtor's case to one under Chapter
7 of the Bankruptcy Code.

The U.S. Trustee said that relief from the automatic stay has been
granted as to each of the real property interests of the Debtor in
Pheasant Hollow, Fox Hollow, and Heatherwood Subdivision Phases 1
& 2.  Absent substantial business or reliable stream of income,
the Debtor has no current prospects for reorganization, and has no
further need for bankruptcy protection.

In addition, the U.S. Trustee related that the Debtor has not
filed monthly financial reports for the period September through
December 2008.  The Debtor has also failed to pay the quarterly
fees owing the Office of the U.S. Trustee for the last two
quarters of 2008.

Based in St. George, Utah, Monterra Enterprises, LLC filed for
Chapter 11 bankruptcy protection on June 6, 2008 (D. Utah Case No.
08-23641).  Anna W. Drake, Esq., at Anna W. Drake, P.C.,
represents the Debtor as counsel.  When the Debtor filed its
schedules, it disclosed total assets of $31,855,727 and total
liabilities of $36,367,256.


NEIMAN MARCUS: "Very Poor" Q2 Results Cue Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service downgraded Neiman Marcus Group Inc.'s
long term ratings including its Probability of Default Rating to
Caa1 from B1, its Corporate Family Rating to Caa1 from B1, and its
Speculative Grade Liquidity Rating to SGL-3 from SGL-2.  The
rating outlook is negative.

The downgrade reflects Neiman Marcus' very poor second quarter
operating results which resulted in a significant decline in debt
protection measures.  The downgrade also reflects Moody's
expectation that its operating results will continue to be poor as
it weathers a significant contraction in the high end luxury goods
market.  Given this, Moody's expect Neiman Marcus' debt protection
measures to erode quickly over the next six months.  This will
result in the company exhibiting a weak and deteriorating credit
profile as it approaches the September 2010 expiration of its
revolving credit facility.

Moody's believes that the luxury goods market is susceptible to
the risk that the current recession, financial market turmoil, and
material decline in financial wealth of many consumers results in
a fundamental shift in consumer shopping habits over the medium to
longer term.  Given this, Moody's believes that Neiman Marcus'
sales performance will be constrained and is not likely to revert
to its pre-recession levels over the medium term.

The Caa1 probability of default rating reflects the company's very
poor credit metrics, its very high debt levels, as well as Moody's
expectation that the overall luxury market will contract further.
In addition, the rating reflects Moody's expectation that Neiman
Marcus' earnings will remain pressured making it likely that
interest coverage will deteriorate and fall well below one time by
its fiscal year ended August 2009.  The rating also considers the
expiration of the company's $600 million revolving credit facility
in October 2010.  Positive ratings consideration was given to
Neiman Marcus' adequate liquidity and its solid competitive
position within the luxury market.

The SGL-3 Speculative Grade Liquidity rating represents adequate
liquidity.  Neiman Marcus has adequate sources of internal
liquidity including its excess cash and the expectation that it
will be able to generate modestly positive free cash flow.
However, the company will need to address its revolving credit
expiration at a point in time when its credit metrics will be
significantly weaker.  This fact constrains the company's
liquidity rating.

The negative outlook reflects the pressures Neiman Marcus
currently faces from the challenging economic environment and the
overall contraction of the luxury market.

These ratings were downgraded:

  -- Corporate family rating to Caa1 from B1;

  -- Probability of default rating to Caa1 from B1;

  -- Speculative grade liquidity rating to SGL-3 from SGL-2;

  -- Senior secured bank facility to B3 (LGD3, 40%) from Ba3
     (LGD3, 38%);

  -- Senior secured debentures to B3 (LGD3, 40%) from Ba3 (LGD3,
     38%);

  -- Senior unsecured debt to Caa2 (LGD5, 79%) from B3 (LGD5,
     78%);

  -- Senior subordinated debt to Caa3 (LGD6, 93%) from B3 (LGD6,
     93%).

The last rating action on Neiman Marcus was on January 12, 2009
when its long term ratings, including corporate family rating of
B1, were placed on review for possible downgrade.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 21
clearance centers, and a direct business.  Total revenues are
about $4.2 billion.


NEXSTAR FINANCE: Debt-Exchange Offer Cues Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service has downgraded Nexstar Finance Holdings,
Inc.'s Corporate Family rating to Caa1 from B3 and its Probability
of Default rating to Ca from B3 following the company's
announcement that it has commenced a tender offer to exchange its
cash-paying senior subordinated notes for new subordinated notes
of similar amount and maturity, but which do not pay cash interest
until January 2011.  Moody's views this transaction, upon its
assumed successful completion, as tantamount to a default.  The
proposed new exchange notes are not rated.

Moody's has taken these rating actions:

Nexstar Finance Holdings, Inc.

* Corporate family rating -- downgraded to Caa1 from B3

* Probability-of-default rating -- downgraded to Ca from B3

* 11.375% senior discounts notes due 2013 -- downgraded to Ca
  (LGD 5, 84%) from Caa2 (LGD 6, 94%)

Nexstar Broadcasting, Inc. (including Mission Broadcasting, Inc.)

* Revolving credit facilities due 2012 -- affirmed B1 (to LGD 2,
  14% from LGD 2, 25%)

* Senior secured term loans due 2012 -- affirmed B1 (to LGD 2,
  14% from LGD 2, 25%)

* 7% Senior subordinated notes due 2014 -- downgraded to Ca
  (LGD 4, 55%) from Caa1 (LGD 5, 74%)

Nexstar's SGL-4 liquidity rating is unaffected by this rating
action.

The rating outlook is negative.

Moody's does not rate Nexstar's privately-placed $36 million of
senior subordinated notes due 2014.

The downgrade of the CFR to Caa1 reflects Nexstar's reliance upon
the success of a current exchange offer to avert a potential
liquidity squeeze and the likelihood that, even if the proposed
exchange is successfully concluded, the company still faces the
heightened prospect of further default under the terms of its
credit agreement, absent an amendment.  Furthermore, the downgrade
incorporates Moody's view that the company's broadcast assets are
likely worth substantially less than the current level of its
debt, particularly given currently weak investor appetite for
broadcast acquisitions, although above-average recovery for the
corporate enterprise relative to historic norms for large
corporates is noted, nonetheless.  The downgrade of the
subordinated debt rating in particular to Ca specifically reflects
Moody's estimate of ultimate credit losses to be realized by these
creditors at the time of the limited default, consistent with both
terms of the exchange offer and current trading prices for the
securities subject to exchange.

The downgrade of the PDR to Ca reflects Moody's view that
Nexstar's proposed exchange offer, if successfully concluded,
constitutes an effective distressed exchange event of default.
Moody's expects to change the PDR to "Caa2/LD" upon completion of
the exchange offer which is set to expire on or prior to March 26,
2009, incorporating this view of a limited default occurring and
ongoing Caa2-type risk of subsequent default.  While Moody's
recognizes that the proposed exchange will bring an immediate
improvement to the company's covenant compliance cushion, the
forward-looking Caa2 PDR underscores Moody's view that the company
faces a high probability of another subsequent default.  In
conjunction with a meaningful layer of junior capital to cushion
loss absorption for the bank group, this risk is exacerbated by
step-downs in the senior secured bank leverage covenant scheduled
to occur in Q409, which will likely prove difficult to comply with
if the current pace of declining market spending on TV advertising
continues unabated over the near term.  Moody's anticipates that
subordinated debt not subject to the exchange and which remain
cash pay instruments will carry a Caa2 rating when the limited
default event passes.

The negative rating outlook incorporates Moody's concern that the
immediate benefits provided to the company by the proposed debt
exchange (including lower cash interest expense and a wider margin
of covenant compliance), along with the benefits of increasing
digital and retransmission-based revenues and a moderation of
capex (following the completion of major facility upgrades) more
broadly, will be insufficient to offset the effects of continuing
top line erosion in the face very soft market conditions.

On February 27, 2009, Nexstar commenced an offer to exchange up to
$144 million of outstanding 7% Senior Subordinated Notes due 2014
for (i) up to $142 million of new Senior Subordinated PIK Notes
due 2014 and (ii) cash consideration of $93.10 per $1,000
principal amount of old notes and an early participation payment
of $30.00 in cash per $1,000 principal amount of old notes.  The
exchange notes will PIK interest at 0.5% through January 2011, at
which time the notes will commence paying cash at a rate of 7% per
annum.  Management considers that failure to successfully conclude
this transaction (or obtain waivers or amendments from its senior
secured lenders) will raise substantial doubt about the Company's
ability to continue as a going concern.

The last rating action was on December 4, 2008 when Moody's
downgraded Nexstar's CFR to B3 from B2 and revised its outlook to
negative.

Nexstar Broadcasting Group, Inc., based in Irving, Texas, operates
52 television stations in 30 markets pro-forma for announced
acquisitions.  The company recorded revenue of approximately $285
million in 2008.


NOVASTAR FINANCIAL: Court Rules Against Unit's Bankruptcy
---------------------------------------------------------
Kansas City Business Journal reports that the Hon. Dennis Dow at
the U.S. Bankruptcy Court for the Western District of Missouri has
ruled against forcing NovaStar Financial Inc. subsidiary, NovaStar
Home Mortgage Inc., into bankruptcy to collect
$48.9 million it owes for a judgment rendered against it in June
2008.

According to Business Journal, American Interbanc Mortgage LLC won
its judgment after a California court ruled that NovaStar Home had
engaged in false advertising and unfair competition.  The report
says that NovaStar Home is filing an appeal on that ruling.

Business Journal relates that Judge Dow ordered NovaStar Home to
set up a bank account to deposit funds payable to the company
until the amount of the judgment is reached.  According to
Business Journal, this includes tax refunds that the company may
be eligible to receive.

NovaStar Financial, Business Journal states, terminated in
September 2008 its status as a real estate investment trust
retroactive to January 1, 2006.

Business Journal says that the real estate investment trust status
gave NovaStar tax exemptions in return for distributing 90% of its
income in the form of dividends.  NovaStar, since it cancelled
distribution of $157 million in dividends related to its 2006
income, became liable for income taxes, penalties, and interest,
according to Business Journal.  NovaStar said that it would offset
those tax costs with an expected refund generated by carryback of
tax losses in 2007, Business Journal states.

Judge Dow ruled that NovaStar Home already received $50,000 in tax
refund checks, which must now be deposited in the court-ordered
account.

Novastar Financial, Inc. -- http://www.novastarfinancial.com/--
originated and serviced "nonconforming" residential loans to
borrowers who generally did not qualify for conventional
mortgages.  NovaStar retained interests in the nonconforming loans
it originated and purchased through its mortgage securities
investment portfolio and was taxed as a real estate investment
trust.  Exposed by the subprime mortgage crisis, NovaStar ceased
lending operations at the end of 2007.  Its four operating units
were mortgage portfolio management, mortgage lending, loan
servicing and branch operations.  It no longer originates
mortgages, and all servicing rights were sold to Saxon Mortgage
Services, Inc.


PREBUL AUTO: Trustee Wants Millions of Dollars Returned
-------------------------------------------------------
The Chattanoogan reports that Jerry Farinash, the trustee in the
Prebul Auto Group bankruptcy, is asking that Bankruptcy Judge John
Cook direct Joe Prebul's brother-in-law, Bensusan, to return
millions of dollars wired to him in May 2006.

Wdef.com relates that Prebul Automotive filed for Chapter 7
bankruptcy protection, due to the arrest of Mr. Prebul.  According
to Wdef.com, Mr. Prebul was found guilty of 11 counts of wire
fraud, for receiving several million dollars from a relative for
investment purposes but used it instead on his business and a
quote "lavish lifestyle".

"Unfortunately, the family dispute over repayment of a loan which
is the subject matter of yesterday's [February 10] events
involving Joe Prebul has prevented the sale of the dealerships to
other parties who agreed to continue their operation.  Because of
this, 250 jobs will be lost in Chattanooga.  "Mr. Prebul had plans
in place that would protect valued employees and dealerships with
long standing in the community.  He simply had no choice in this
matter and was forced to make this very difficult decision,"
Wdef.com quoted Tom Ray, local bankruptcy counsel for the Prebul
dealerships, as saying.

Prebul Auto was already insolvent at the time and the transfers
should be voided and should be considered "fraudulent", The
Chattanoogan states, citing Mr. Farinash.  The Chattanoogan
relates that Mr. Farinash demanded that these payments be
returned:

     -- May 4, 2006 payment to Brilliant Jewelers;

     -- $600,000 payment to TSE Group on July 10, 2007;

     -- October 15, 2007 payment to Alliance Investments;

     -- $300,000 payment to Danny and Lillie Bensusan on March 13,
        2008;

     -- $1.5 million payment to Haberman and Goldenberg on
        July 23, 2008;

     -- $3 million payment to the Bensusans on July 29, 2008.

According to The Chattanoogan, Danny Bensusan claimed that he is
still owed over $7 million by Mr. Prebul.  Mr. Bensusan said that
he transferred over $15 million to Mr. Prebul over a number of
years believing that it was being invested in a Chrysler account.

The money was "commingled" with funds for use of the Prebul Auto
Group and Mr. Prebul, The Chattanoogan states, citing Mr.
Farinash.  According to the report, Mr. Farinash said that the
account was zeroed out each night to help pay down a large loan
made by FSG Bank.

Lillie Prebul Bensusan -- Mr. Prebul's sister -- and Mr. Bensusan
should be considered "insiders", The Chattanoogan relates, citing
Mr. Farinash.  According to the report, Mr. Farinash said that the
Bensusans, through the transfers, received more than would have
been their share through handling of the case in a Chapter 7
trustee.

Mr. Farinash, according to The Chattanoogan, asked a judgment of
$4.8 million against the Bensusans and $4.3 million against the
other defendants listed as getting transfers.

The Chattanoogan relates that Mr. Farinash asked for approval to
accept offers for these dealerships:

     -- $300,000
        Prebul Jeep, Inc.
        For the sale of Kias
        Attorney John P. Konvalinka, agent for an undisclosed
        buyer

     -- Prebul Imports of Dalton
        For the sale of Kias

     -- Prebul Motors of Dalton
        For the sale of Pontiac, Cadillac, GMC Trucks, Buicks

     -- $85,000
        Prebul Automotive of Dalton
        For the sale of Mazdas
        Edd Kirby's Adventure Chevrolet, Chrysler and Jeep
        1501 West Walnut Ave., Dalton

     -- $125,000
        Prebul Motorcars, LLC
        For the sale of Volvos
        Marshall Mize Ford, Highway 153 at Hixson Pike,
        Chattanooga

     -- $101,000
        Prebul Infiniti of Chattanooga
        For the sale of Infinitis
        LMKS, LLC, 2121 Chapman Road, Chattanooga

Prebul Automotive Group is based in Chattanooga.  It is owned by
car dealer Joe Prebul.


PRESIDENTIAL LIFE: S&P Gives Stable Outlook; Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Presidential Life Corp. and its subsidiary, Presidential Life
Insurance Co., to stable from positive.  At the same time, S&P
affirmed its 'B+' counterparty credit rating on PLFE and S&P's
'BB+' counterparty credit and financial strength ratings on PLIC.
Subsequently, S&P will withdraw its ratings on PLFE and PLIC
at the company's request.

"The ratings on PLIC reflect our view that the company has strong
capital, which is aided by a lack of new-business strain," said
Standard & Poor's credit analyst Adrian Pask.  "However, PLIC is
vulnerable to a broad array of risks, including its narrow
competitive position, a large block of fixed-annuity contracts
with little or no surrender protection, and reliance on investment
income produced by risky limited partnerships."

Partially offsetting these risks is the improvement in its
interest rate risk management through a derivative-use policy
implemented in late 2005.  PLIC's capital position, using either
the regular or enhanced asset stress version of Standard & Poor's
capital model, is well in excess of the levels required by the
rating. Standard & Poor's believes that PLIC has an adequate risk-
management framework, and S&P expects it to improve as the company
focuses on its development.


PRIMUS TELECOM: Files Prepackaged Chapter 11 Plan
-------------------------------------------------
Primus Telecommunications Group Incorporated and its affiliated
debtors submitted their proposed joint Chapter 11 plan of
reorganization dated March 16, 2009, and explanatory disclosure
statement to the United States Bankruptcy Court for the District
of Delaware.

The Plan is built around a plan support agreement reached with
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 have agreed to these terms:

   * 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.

                       Overview of the Plan

According to the Disclosure Statement Under the Plan, there are
seven classes of impaired claims and two classes of impaired
interests.  All other claims and interests are unimpaired.
Holders of class non-tax priority claims, other secured claims,
first lien secured term loan claims, general unsecured claims,
intercompany claims, and equity interests in BearingPoint's
affiliated debtors will be unaffected by the Plan.

To the extent that the Court determines that all or a portion of
any class holding first lien secured term loan claim is an
impaired claim, the Plan will provide the same treatment to such
first lien secured term loan claim and the Debtors reserve the
right to seek confirmation with respect to that claim pursuant to
section 1129(b) of the Bankruptcy Code.

Furthermore, holders of second lien notes have security interests
and a pledge on 65% of the stock in the foreign operating
subsidiaries that are subordinate to the security interests of the
holding first lien secured term lenders.  Based upon the Debtors'
liquidation value analysis, the value available for distribution
to holders of claims and interests upon a liquidation of the
Debtors, after payment of the holding first lien secured term loan
claims, would be substantially less than the amount required to
satisfy the claims held by the holders of second lien notes.  In
the absence of the consensual restructuring of the Debtors' debt
provided for by the plan, the Debtors do not believe that holding
notes claims, group notes claims, general unsecured claims,
intercompany claims, equity interests in affiliate debtors, old
common stock interests, other interests, and subordinated claims
would be entitled to receive or retain any property on account of
such claims and interests in the event of a liquidation.

The Debtors and the consenting noteholders recognize that the
continued dedication of the Debtors' employees, trade, and other
unsecured creditors to the Debtors' business is critical to
maximizing value.  The noteholders have authorized and consented
to the restructuring of their debt to provide for (i) the
reinstatement of general unsecured claims, intercompany claims and
equity interests in affiliate debtors, and (ii) a contingent
distribution of new equity to old common stock interests.
Specifically, the plan provides for the Debtors' balance sheet to
be restructured by:

   -- reinstating the other secured claims and holding first lien
      secured term loan claims, provided that if the Court
      determines that all or a portion of any holding first lien
      secured term loan claim is an impaired claim, the Plan will
      provide the same treatment to such holding first lien
      secured term loan claim and the Debtors reserve the right
      to seek confirmation with respect to such holding first
      lien secured term loan claim pursuant to section 1129(b) of
      the Bankruptcy Code;

   -- modifying the second lien notes and distributing new equity
      to holders of second lien note claims;

   -- distributing new equity to holders of holding notes claims;

   -- issuing warrants to holders of holding notes claims and
      group notes claims;

   -- reinstating all other unsecured creditors; and

   -- granting holders of class old common stock interests
      contingent rights to receive shares of New Common Stock.

Holders of other interests and subordinated claims will not be
entitled to receive or retain any property on account of such
interests or claims under the plan.  The new common stock issued
pursuant to the plan will be subject to the terms and conditions
of the new stockholders agreement, which will be deemed binding on
and enforceable by the reorganized Debtors, the consenting
noteholders, and any party that receives new common stock.

Unsecured claims, other than those based on purchases of the
Debtors' notes or shares of old common stock, are classified in as
general unsecured claims and will be unimpaired.

The Debtors' capital and equity structure:

A. Holding First Lien Secured Term Loan

A $100 million senior secured term loan facility entered into on
Feb. 18, 2005, due in 2011, by the Debtors and certain other
subsidiaries, secured by first priority liens on certain assets of
the Debtors and pledges of 65% of the capital stock of first-tier
foreign subsidiaries.  Approximately $96.25 million remained
outstanding as of the Debtors' bankruptcy filing.

B. Second Lien Notes

Second Lien Notes, issued February 2007, March 2007, and May 2008
by Primus Telecommunications IHC Inc. and due in 2011.  Certain
obligations under the IHC Second Lien Notes are guaranteed by
the Debtors and certain subsidiaries and affiliates and secured by
certain assets of IHC and the guarantor subsidiaries and
additional stock pledges.  In connection with the settlement
embodied in the Plan, and in consideration for the IHC Second Lien
Noteholders' forbearance with respect to guarantee claims against
certain of the Debtors' operating subsidiaries, and as further
provided in the Supplemental Indenture attached to the Plan as
Exhibit 1.65, the definition of "Obligations" secured by the IHC
Second Lien Notes' collateral will be amended to provide that all
obligations of the Issuer and PTII are secured by PTII's assets,
including 65% of voting stock of foreign subsidiaries owned by
PTII.  Approximately $173 million of the IHC Second Lien Notes
remained outstanding as of the Petition Date

C. Holding Notes

     i) Step Up Convertible Subordinated Debentures:

        Issued in January 2004 by Primus Telecommunications
        Holding Inc. and due in 2014.  The 8% Senior Notes are
        guaranteed by the Debtors.  Approximately $186 million of
        8% Senior Notes remained outstanding as of the Debtors'
        bankruptcy filing.

    ii) 5% Exchangeable Senior Notes:

        Issued in June 2006 by Primus Telecommunications
        Holding Inc. and due in 2010.  The 5% Exchangeable Senior
        Notes are guaranteed by the Debtors.  Approximately $23.4
        million of the 5% Exchangeable Senior Notes remained
        outstanding as of the Debtors' bankruptcy filing.

D. Group Notes

     i) Step Up Convertible Subordinated Debentures:

        Issued in February 2006 by Primus Telecommunications
        Group Incorporated and due August 2009.  Approximately
        $8.6 million of the Step Up Convertible Subordinated
        Debentures remained outstanding as of the Debtors'
        bankruptcy filing.

    ii) 3 3/4% Convertible Senior Notes:

        Issued in September 2003 by Primus Telecommunications
        Group Incorporated and due September 2010.  Approximately
        $34.2 million of the convertible senior notes remained
        outstanding as of the Debtors' bankruptcy filing.

   iii) 12 3/4 Senior Notes:

        Issued in October 1999 by Primus Telecommunications Group
        Incorporated and due Oct. 15, 2009.  Approximately
        $14.2 million of the 12 3/4 senior notes remained
        outstanding as of the Debtors' bankruptcy filing.

E. Equity Interests

A total of 300 million shares of common stock was authorized and
142,632,540 shares were issued and outstanding as of Sept. 30,
2008.

The plan classifies interests against and liens in the Debtors in
10 groups.  The classification of interest and Claims are:

                        Treatment of Claims

           Type                          Estimated    Estimated
   Class   of Claims         Treatment   Amount       Recovery
   -----   ---------         ---------   ---------    ----------
   1       non-tax priority  unimpaired
           claims

   2       other secured     unimpaired
           claims

   3       holding first     unimpaired  $96,250,000  [ %]
           lien secured term
           loan claims

   4       IHC second lien   impaired    $173,000,000 [ %]
           note claims

   5       holding note      impaired    $209,400,000 [ %]
           claims

   6       group notes       impaired    $57,000,000  [ %]
           claims

   7       general unsecured unimpaired
           claims

   8       intercompany      unimpaired
           claims

   9       equity interest   unimpaired

   10(a)   old common stock  impaired                  0%

   10(b)   other interest    impaired                  0%

   10(c)   subordinated      impaired                  0%
           claims

A full-text copy of the Debtors' disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?3a6a

A full-text copy of the Debtors' joint Chapter 11 plan of
reorganization is available for free at:

               http://ResearchArchives.com/t/s?3a6b

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- 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.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  Davis L. Wright, Esq., and Eric M. Davis, Esq., at
Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  The Debtor proposed CRT Investment
Banking LLC as financial adviser and investment banker.  When the
Debtors filed for protection from their creditors, they listed
assets between $100 million and $500 million, and debts between
$500 million and $1 billion.


PRIMUS TELECOM: Proposes Alvarez & Marsal as Consultant
-------------------------------------------------------
Primus Telecommunication Group Incorporated and its debtor-
affiliates ask the United States Bankruptcy Court for the District
of Delaware for permission to employ Alvarez & Marsal as financial
advisors and turnaround consultants.

The firm is expected to:

   a) assist in identification and execution of cost reduction
      and operations improvement opportunities;

   b) perform a comprehensive review of the 13-week cash flow
      projections and process;

   c) review and analyze the country unit business plans for 2009
      -- beginning with Canada -- and assist the Debtors on
      executing performance improvements;

   d) review and analyze the company's 3 year business plan and
      assist the company in improving the plan to enhance its
      positioning in 2009;

   e) assist the company in operational improvements, strategic
      and M&A activities requested by the company; and

   f) engage in other activities as are approved by the Company
      and agreed to by the firm.

The firm will receive fees based on these hourly rates:

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

Mark A. Roberts, managing director of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- 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.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  Davis L. Wright, Esq., and Eric M. Davis, Esq., at
Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  The Debtor proposed CRT Investment
Banking LLC as financial adviser and investment banker.  When the
Debtors filed for protection from their creditors, they listed
assets between $100 million and $500 million, and debts between
$500 million and $1 billion.


PRIMUS TELECOM: Taps Epiq Bankruptcy as Claims Agent
----------------------------------------------------
Primus Telecommunication Group Incorporated and its debtor-
affiliates ask the United States Bankruptcy Court for the District
of Delaware for permission to employ Epiq Bankruptcy Solutions,
Llc as their claims, noticing, soliciting, and balloting agent.

The firm is expected to:

   a) establish and maintain the creditor matrix;

   b) prepare and serve required notices in these chapter 11
      cases, including, but not limited to:

      -- a notice of commencement of these chapter 11 cases and
         the initial meeting of creditors under Bankruptcy Code
         section 341(a);

      -- a notice of the claims bar date;

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

      -- other miscellaneous notices as the Debtors or the
         Court may deem necessary or appropriate for an orderly
         administration of these chapter 11 cases; and

      -- assist in the publication of required notices, as
         necessary;

   c) within five business days after the service of a particular
      notice, prepare for filing with the Clerk's Office an
      affidavit of service that includes:

      -- a copy of the notice served;

      -- an alphabetical list of persons on whom the notice was
         served, along with their addresses; and

      -- the date and manner of service;

   d) assist the Debtors preparing and filing their Schedules of
      Assets and Liabilities, Schedules of Executory Contracts
      and Unexpired Leases, and Statements of Financial Affairs;

   e) provide the filing location for all proofs of claim and
      proofs of interest, at its office located at 757 Third
      Avenue, New York, NY 10017; and receive and maintain copies
      of all proofs of claim and proofs of interest filed in
      these cases;

   f) maintain official claims registers in these cases 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:
      -- the 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 Epiq and the Court;

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

      -- the asserted amount and classification of the claim;

   g) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   h) 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;

   i) maintain a current mailing list for all entities that have
      filed proofs of claim or proofs of interest and make such
      list available to the Clerk's Office or any party in
      interest upon request;

   j) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in these
      cases without charge during regular business
      hours;

   k) create and maintain a public access website setting forth
      pertinent case information and allowing access to
      electronic copies of proofs of claim or proofs of interest;

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

   m) assist the Debtors in the reconciliation and resolution of
      claims;

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

   o) assign 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;

   q) provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots, and
      tabulating creditor ballots on a daily basis; and

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

The firm will be paid for it services in accordance to the
engagement agreement.  A full-text copy of the engagement
agreement is available for free at:

               http://ResearchArchives.com/t/s?3a6d

Daniel C. McElhinney, executive director of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- 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.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  Davis L. Wright, Esq., and Eric M. Davis, Esq., at
Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  The Debtor proposed CRT Investment
Banking LLC as financial adviser and investment banker.  When the
Debtors filed for protection from their creditors, they listed
assets between $100 million and $500 million, and debts between
$500 million and $1 billion.


PRIMUS TELECOM: Seeks Court Approval for Skadden Arps as Attorneys
------------------------------------------------------------------
Primus Telecommunication Group Incorporated and its debtor-
affiliates ask the United States Bankruptcy Court for the District
of Delaware for permission to employ Skadden, Arps, Slate, Meagher
& Flom LLP as their attorneys.

The firm is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and
      properties;

   b) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of these Chapter 11 Cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      behalf of the Debtors' estates, the defense of any actions
      commenced against those estates, negotiations concerning
      litigation in which the Debtors may be involved, and
      objections to claims filed against the estates;

   d) prepare, on behalf of the Debtors, motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estates;

   e) prepare and negotiate on the Debtors' behalf plan(s) of
      reorganization, disclosure statement(s) and all related
      agreements and/or documents and taking any necessary action
      on behalf of the Debtors to obtain confirmation of such
      Plan(s);

   f) advise the Debtors in connection with any sale of assets;

   g) perform other necessary legal services and providing other
      necessary legal advice to the Debtors in connection with
      these Chapter 11 Cases; and

   h) appear before this Court, any appellate courts, and the
      United States Trustee and protecting the interests of the
      Debtors' estates before such courts and the United States
      Trustee.

The firm's hourly rates under the bundled rate structure range
are:

       Designation         Hourly Rate
       -----------         -----------
       Partners            $730-$1,050
       Counsel             $695-$835
       Associates          $360-$680
       Legal Assistants    $175-$295

George N. Panagakis, 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 Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- 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.

The company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  Davis L. Wright, Esq., and Eric M. Davis, Esq., at
Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  The Debtor proposed CRT Investment
Banking LLC as financial adviser and investment banker.  When the
Debtors filed for protection from their creditors, they listed
assets between $100 million and $500 million, and debts between
$500 million and $1 billion.


PRIMUS TELECOM: Wants May 15 Extension for Schedules & Statements
-----------------------------------------------------------------
Primus Telecommunications Group Incorporated and its debtor-
affiliates ask the United States Bankruptcy Court for the District
of Delaware to extended until May 15, 2009, to file their (i)
schedules of assets and liabilities, (ii) schedules of executory
contracts and unexpired leases, (iii) schedules of current income
and expenditures, and (iv) statements of financial affairs.

The extension of time, the Debtor says, will ensure that the their
schedules and statements are accurate and avoid the need for the
them to file subsequent amendments.  The Debtors tell the Court
that they require substantial time to gather, review, prepare and
complete the schedules and statements.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- 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.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  Davis L. Wright, Esq., and Eric M. Davis, Esq., at
Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  The Debtor proposed CRT Investment
Banking LLC as financial adviser and investment banker.  When the
Debtors filed for protection from their creditors, they listed
assets between $100 million and $500 million, and debts between
$500 million and $1 billion.


PROTECTION ONE: Reports $50.5 Million Net Loss in 2008
------------------------------------------------------
Protection One, Inc. has issued financial results for the fourth
quarter and the year ended December 31, 2008.  The CEO of the
company., Richard Ginsburg reported a 3% increase in EBITDA to
$28.3 million on a modest increase in revenues during the fourth
quarter.

Consolidated revenue for the fourth quarter of 2008 increased 1.6%
over the fourth quarter of 2007 to $94.0 million as a result of
increases in Wholesale monitoring revenue and in Retail
installation revenue arising from higher amortization of
previously deferred revenue.  Operating income increased to $4.4
million in the fourth quarter of 2008 from $2.4 million one year
earlier on higher contribution from monitoring and service
revenues.  Higher net installation and selling expenses were
offset by lower amortization and depreciation expense.  The
Company's net loss for the fourth quarter improved to $7.2 million
in 2008, from $10.2 million in 2007 on higher operating income and
lower interest expense.

Consolidated full year revenue in 2008 increased 6.9% to $372.0
million in 2007, principally because the Company's 2008 results
included a full year of IASG revenue, while the 2007 results
reflected only nine months of IASG activity.  In addition,
Wholesale revenue in 2008 increased 3.8% over 2007 excluding the
impact of the merger.  Operating income fell to $10.3 million in
2008 compared to $15.4 million in the year ago period, resulting
from higher installation and selling costs in excess of
installation revenues, partially offset by improved monitoring and
service results that included a full year of IASG revenue.  The
Company's net loss for the year fell to $50.5 million in 2008 from
$32.2 million in 2007.  Most of the difference arises from a $12.8
million loss on retirement of debt in connection with the
refinancing of the Company's senior subordinated notes in March
2008, of which $7.0 million was non-cash.  Lower operating income,
for the reasons previously noted, also contributed to the
decrease.

The company, according to Mr. Ginsburg, is focused on delivering
growth in EBITDA and free cash flow for this year. With almost 90%
of Protection One's revenue generated from recurring revenue
streams and an improved cost structure that could lead to lower
the customer acquisition costs in 2009 than in 2008.

The Company ended 2008 with $38.9 million of cash and cash
equivalents, with excess cash and cash equivalents invested in
United States treasury portfolios.  As of March 5, 2009, the
Company also had $19.7 million available for borrowing under its
revolving credit facility.

Protection One's total debt and capital leases, excluding debt
discounts and premiums, as of December 31, 2008 was $522.6
million, compared to $526.0 million as of December 31, 2007. The
net debt decreased to $483.7 million at December 31, 2008 from
$485.0 million at December 31, 2007.

A full copy the company's 2008 earnings release is available at no
charge at:

             http://ResearchArchives.com/t/s?3a69

                     About Protection One

Based in Lawrence, Kansas, Protection One, Inc. (Nasdaq:PONE), and
its affiliate, Protection One Alarm Monitoring, Inc. --
http://www.ProtectionOne.com-- are vertically integrated national
providers of sales, installation, monitoring, and maintenance of
electronic security systems to homes and businesses, as measured
by recurring monthly revenue, and has been recognized as one of
"America's Most Trustworthy Companies" by Forbes.com.  Network
Multifamily, Protection One's wholly owned subsidiary, is the
largest security provider to the multifamily housing market.  The
company also owns the nation's largest provider of wholesale
monitoring services, the combined operations of CMS and Criticom
International.  As of Sept. 30, 2008, the company served
approximately 837,000 residential and business customers and
approximately 1.0 million sites through its wholesale operations.

The company's net loss for the quarter ended Sept. 30, 2008,
increased to $11.1 million, from $8.7 million in 2007 and adjusted
EBITDA declined to $27.1 million from $30.2 million.

As of Sept. 30, 2008, the company's balance sheet shows
$644.9 million in total assets, $708.6 million in total
liabilities, resulting in $63.7 million in stockholders' deficit.


QIMONDA NA: May Enter into Commitment Letter for $40MM Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Qimonda Rimond, LLC, et al., permission to enter into a commitment
letter with GB Merchant Partners, LLC in connection with GBMP's
commitment to provide a $40 million in Debtor-in-Possession
financing for the Debtors, pay GBMP a commitment fee, and
reimburse GBMP for reasonable out-of-pocket expenses incurred with
connection with the DIP Facility and related agreements.

The Commitment Fee and the expenses shall be accorded
administrative priority status of the kind specified in Sections
503(b) and 507(a)(2) of the Bankruptcy Code.

In its motion, the Debtors told the Court that the Court's
authorization is necessary in order to induce GBMP to invest the
requisite time, money and effort to conduct the diligence and
negotiations required to complete a full credit facility.

In papers filed with the Court, the Debtors related that the DIP
Facility is absolutely essential to maintaining the Debtors'
liquidity so they can continue to operate, wind-down and
eventually sell assets with minimal disruption.

The principal terms and conditions of the $40 million DIP Facility
are:

                 Principal Terms and Conditions
               for $40 Million DIP Credit Facility

  Borrower     :  Qimonda North American Corp. and Qimonda
                  Richmond, LLC

  Lenders      :  GB Merchant Partners, LLC or any of its
                  affiliates and possibly, other banks to which
                  Agent may syndicate

  Amount       :  $40,000,000

  Maturity Date:  The date which is the earliest to occur of:

                  -- the one year anniversary of the entry of the
                     Interim Order;

                  -- 25 days after the entry of the Interim Order
                     if the Final Order has not been entered
                     prior to the expiration of such 25-day
                     period;

                  -- the effective date of a plan of
                     reorganization or liquidation that is
                     confirmed pursuant to an order entered by
                     the Bankruptcy Court in the cases; and

                  -- the acceleration of the DIP Loans in
                     accordance with the DIP Credit Agreements.

  Purpose      :  The Senior Credit Facility may be used for
                  working capital and general corporate purposes
                  consistent with the Budget, to pay transaction
                  costs, fees and expenses and to pay the costs
                  and expenses related to the administration of
                  the cases.

  Interest and
Certain Fees :  The DIP Loans will bear interest at a rate
                equal to LIBOR plus the Applicable Margin.
                Interest rate shall be paid on the last day of
                each month during the term of the Senior DIP
                Credit Facility and on the Termination Date.

  Collateral   :  First priority lien on all tangible and
                  intangible property of the Debtors' respective
                  estates in the cases.

Borrowers agree to pay, for GBMP's benefit and the ratable benefit
of any other Lenders, the fees set forth in the Rate and Fee
Letter.  This includes a non-refundable commitment fee in the
amount set forth in the Rate & Fee Letter, to be filed under seal
pursuant to the seal motion and the proposed seal order.

                    About Qimonda Richmond, LLC

Qimonda Richmond, LLC makes semiconductor products.  The Debtor
and its debtor-affiliate filed for separate Chapter 11 protection
on Feb. 20, 2009, (Bankr. D. Del. Case Nos.: 09-10589 to 09-10590)
Simpson Thacher & Bartlett LLP and Mark D. Collins, Esq. and
Michael Joseph Merchant, Esq. at Richards Layton & Finger PA
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal serves as restructuring managers.  Epiq Bankruptcy
Solutions LLC serves as its claims agent.  The Debtors listed
estimated assets of more than $1 billion and estimated debts of
more than $1 billion.


QUIKSILVER INC: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Huntington Beach, California-based Quiksilver Inc.,
including its corporate credit rating, to 'B-' from 'B+'.  At the
same time, S&P placed Quiksilver's ratings on CreditWatch with
developing implications, meaning that S&P could lower the ratings
further, or raise them following the completion of S&P's review.
As of Jan. 31, 2009, Quiksilver had about $1.4 billion in adjusted
debt.

"The downgrade and CreditWatch placement follow Quiksilver's
announcement of an extension on the maturity of its EUR55 million
line of credit agreement, and that it intends to conclude a
strategic or refinancing transaction in the period covered by this
extension," said Standard & Poor's credit analyst Bea Chiem.
Quiksilver's French subsidiary, Pilot S.A.S. (not rated), entered
into an amendment to this line of credit agreement to extend the
maturity from March 14, 2009 to June 30, 2009.  As of Jan. 31,
2009 the company had $42 million in cash and $81 million
available, of which only $41 million was committed, under its
lines of credit and asset-based revolver.

"Standard & Poor's will monitor developments and meet with
Quiksilver's management to review the company's ongoing operating
strategies, capital structure plans, and financial policy," she
continued.  S&P's resolution of the CreditWatch listing will focus
on Quiksilver's ability to meet its near-term debt obligations,
maintain adequate liquidity, and improve its operating business
trends and financial metrics.  If the company can complete a
refinancing or strategic transaction, then S&P may review the
ratings for an upgrade.


RITZ CAMERA: Committee Says DIP Financing Pushing Liquidation
-------------------------------------------------------------
The official committee of unsecured creditors of Ritz Camera
Centers Inc., says the proposed $85 million debtor-in-possession
financing does not benefit the Debtor's estates, and only serves
the purpose of DIP lenders.

The Creditors Committee, Bill Rochelle of Bloomberg News relates,
said in papers submitted to the U.S. Bankruptcy Court for the
District of Delaware that the DIP Loan "provides a phantasm of
increased availability" and serves no purpose "other than to fund
a platform for the rapid liquidation" in a "process controlled
entirely by the DIP lenders."  The Creditors Committee contends
the financing improperly allows the lenders to "convert their pre-
petition debt into post-petition debt, while forcing the debtor to
liquidate its assets, at lightening speed, for their sole benefit
after taking their $1.7 million fee."  The existing secured
lenders are providing for the DIP Loan.

The Court will consider final approval of the proposed DIP
financing on March 19.

The Court will also consider of the proposed auction procedures
for 400 of 800 camera stores.  The Debtor, Bill Rochelle reported,
has said it intends to close 400 camera stores.  According to the
same report, an auction where liquidators can bid for the right to
conduct going-out-of-business sales will be held April 1.

Ritz Camera has received authorization from the Bankruptcy Court
to hold a March 17 auction for the assets of the 130-store
Boater's World Marine Centers.  The Court will seek approval of
the results of the auction on March 19.

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RITZ CAMERA: Final Hearing on DIP Facility Set for March 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Ritz Camera Centers, Inc., permission to obtain postpetition loans
and advances on an interim basis through and including the date of
the Final Hearing from Wachovia, National Association, as agent
for itself and other lenders, to pay employee salaries, payroll,
taxes, and all other expenses, in such amounts as may be made
available in accordance with an initial 13-week budget.

On February 23, 2009, the Debtor sought the entry of interim and
final orders authorizing it to, among others, obtain postpetition
financing from the Lenders of up to $85,000,000 (subject to a
Borrowing Base), in accordance with a Budget.

The final hearing on the motion is scheduled for March 19, 2009,
at 2:00 p.m.

Pursuant to the Court's order, Debtor is authorized to borrow and
use loan proceeds pursuant to the terms and conditions of the
Existing Loan Agreement and the other Financing Agreements, as
amended and ratified by the Ratification Agreement.

As of the Petition Date, the aggregate amount of all loans, letter
of credit obligations and other prepetition obligations owing by
the Debtor and Ray Enterprises, LLC to Lenders amounted to
$54,523,522.

To secure the prompt payment and performance of any and all
postpetition obligations, Lenders are granted valid and perfected
security interests in all of the Prepetition Collateral and the
Postpetition Collateral.  Lenders are also granted an allowed
superpriority administrative claim pursuant to Sec. 364(c) of the
Bankruptcy Code.

The foregoing liens and superpriority claim will be subject only
to the right of payment of "Carve Out" expenses for U.S. Trustee
fees, fees of the Bankruptcy Court, and unpaid and outstanding
reeasonable fees of the Debtor's professionals and other
professionals retained by any Committee in the Debtor's bankruptcy
case.

As further adequate protection, Debtor is authorized to provide
adequate protection to the Lenders in the form of: (a) payment
interest, fees and other amounts due under the Prepetition
Financing Ageement to the Agent on behalf of the Lenders, and (b)
onging payment of the fees, costs and expenses, including
reasonable legal and ther professionals' fees and expenses, of the
Agent and the Lenders as required under the Prepetition Financing
Agreements.

The Official Committee of Unsecured Creditors objects to the
motion of the Debtor for approval of the DIP Facility in its
current form for the follwoing reasons:

(1) The proposed rollup of the prepetition obligations into
     postpetition debt is not only unnecessary, but it is also
     illegal and unauthorized under the bankruptcy law.

(2) A full waiver of the prepetition lenders obligation to
     reimburse the costs of preserving and disposing of their
     Prepetition Collateral pursuant to Sec. 506(c) of the
     Bankruptcy Code should not be allowed.

(3) The imposition of a $1.7 million underwriting fee in
     exchange for providing the DIP Facility is excessive and
     unwarranted.

(4) The Prepetition Lenders should not be granted liens or
     superpriority claims on proceeds of the Debtor's Leases or
     Avoidance Actions.

(5) The DIP Lenders should not be granted a lien on Avoidance
     Actions.

(6) The Prepetition Lenders are not entitled to interest
     payments until confirmation of a Plan of Reorganization.

(7) The Prepetition Lenders have not established that they are
     entitled to any adequate protection.

A full-text copy of the Court's Interim DIP Financing order is
available at:

http://bankrupt.com/misc/RitzCamera.InterimDIPFinancingOrder.pdf

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


ROCKWOOD SPECIALTIES: S&P Downgrades Corp. Credit Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered all its
ratings on Princeton, New Jersey-based Rockwood Specialties Group
Inc. by one notch and placed them on CreditWatch with negative
implications.  S&P lowered the corporate credit rating to 'B+'
from 'BB-'.

"These rating actions reflect our concerns that sales and earnings
will be on a downward trend in the currently weak economic
environment, narrowing the cushion for compliance with the maximum
leverage covenant in the company's primary credit agreement," said
Standard & Poor's credit analyst Cynthia Werneth.  The maximum
leverage covenant tightens in the current quarter.

Although Rockwood could use a portion of its significant cash
balance ($468 million as of Dec. 31, 2008) to reduce debt and
thereby aid covenant compliance, that would reduce liquidity.
Moreover, if EBITDA drops significantly in 2009, it could be
difficult for the company to avert a covenant breach. A covenant
amendment may be possible, but is likely to be costly and would
therefore weaken free cash flow and credit quality.  For the
purposes of the covenant compliance calculation, Rockwood's net
debt was $2.8 billion as of Dec. 31, 2008.  S&P adjust debt to
include about $240 million of tax-adjusted unfunded postretirement
obligations, $50 million of capitalized operating leases, and $35
million of after-tax environmental liabilities, bringing total
debt to $3.1 billion at year-end 2008.

The ratings on Rockwood reflect a strong business risk profile
with an attractive portfolio of specialty chemical businesses, a
highly leveraged capital structure, and narrowing liquidity.

S&P expects to resolve the CreditWatch during the next several
weeks after evaluating early 2009 operating performance and
prospects for near-term earnings, cash flow, liquidity, and
covenant compliance.


RYAN EAST: Public Auction for Inventory, A/R on April 1
-------------------------------------------------------
A.E. Holding Co., Inc., will sell at a public auction to the
highest bidder the assets of Ryan East, Ltd., securing the
obligations to it on Apri1 1, 2009, at 10:30 p.m. at 6325 Erdman
Avenue, in Baltimore, Maryland 21205.

Assets consist of:

   a) Inventory (To be Sold as One Lot) - novelty rubber goods
      and sex toys (approx. wholesale cost $107,344) and
      remainder (out-of-date) x-rated magazines (approx.
      wholesale cost $84,800).

   b) Accounts Receivable: Approximately $109,734, of which
      approximately $48,000 is current and the balance is over 30
      days in arrears.

   c) Fixtures & Equipment: Adjustable steel shelving, 2 shrink
      wrap machines, miscellaneous shop carts and furniture.

Full payment in cash or by certified or cashier's check will be
required of the purchaser at time of sale.  Company checks will be
accepted with approved bank letter of guarantee.  Manner of sale
to be announced on premises.

For more information, please contact A.J. Billig & Co. at (410)
752-8440.


SAKS INCORPORATED: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Saks Incorporated's long term
ratings including its Probability of Default rating to B3 from B1
and its Corporate Family Rating to B2 from B1.  The rating outlook
is negative.  The downgrade reflects Saks' significant level of
operating losses and Moody's expectation that it will continue to
generate operating losses for the next twelve months as it
weathers a significant contraction in the high end luxury goods
market.

Moody's believes that the luxury goods market is susceptible to
the risk that the current recession, financial market turmoil, and
material decline in financial wealth by many consumers results in
a fundamental shift in consumer shopping habits over the medium to
longer term.  Given this, Moody's believe that Saks' sales
performance will be constrained and is not likely to revert to its
pre-recession levels over the medium term.  However, Moody's do
expect Saks to improve its gross margin over the level experienced
in the fourth quarter of 2008 but that this improvement will not
be enough to abate an operating loss during 2009.

The B3 probability of default rating reflects the company's very
poor credit metrics, significant operating losses, as well as
Moody's expectation that the overall luxury market will contract
further.  In addition, the rating reflects Moody's expectation
that Saks' sales will contract further and will result in further
operating losses for fiscal year 2009.  Supporting the rating is
the company's adequate liquidity as provided by both its internal
sources of cash as well as its $500 million asset based revolving
credit facility.  Positive ratings consideration was given to the
fact that Saks has minimal near term debt maturities as well as
the fact that its revolving credit facility does not expire until
September 2011.  In addition, positive rating consideration was
given to the company's unencumbered real estate holdings which
include its flagship store in New York City.

Moody's believe that Saks' unecumbered real estate assets provide
the company with additional financial flexibility.  In addition,
Moody's believe that the value of the company's assets as compared
to its debt levels should provide a higher than average recovery
value in a stress scenario.  Given this, Saks' recovery estimate
increased to 65% from 50% which results in the Corporate Family
Rating being one notch higher at B2 than the B3 Probability of
Default Rating.

The negative outlook reflects the pressures Saks currently faces
from the challenging economic environment and the overall
contraction of the luxury market.

These ratings were downgraded:

  -- Corporate Family Rating to B2 from B1;

  -- Probability of Default Rating to B3 from B1;

  -- Various senior unsecured notes to Caa1 (LGD4, 59%) from B2
     (LGD5, 74%).

The last rating action on Saks was on November 19, 2008 when its
long term ratings, including Corporate Family Rating of B1, were
placed on review for possible downgrade.

Saks Incorporated, headquartered in New York, New York, operates
53 Saks Fifth Avenue luxury department stores, 51 Off Fifth off-
price stores, and saks.com.  Total revenues are about $3 billion.


SIMMONS CO: Robert Burch Resigns as EVP Operations
---------------------------------------------------
Simmons Company says on March 16, 2009, Robert P. Burch announced
his resignation from the position of Executive Vice President -
Operations of Simmons Co. and its operating subsidiary Simmons
Bedding Company.

Mr. Burch will be leaving the Company to assume the position of
President and Chief Executive Officer of Berkline/Benchcraft
Holdings, LLC, an upholstery furniture manufacturer.  Mr. Burch's
last day with the Company will be March 27, 2009.

As reported by the Troubled Company Reporter, on February 5, 2009,
an ad hoc committee of holders of Simmons Bedding Company's
$200 million 7.785% senior subordinated notes approved a
forbearance agreement with the Company, pursuant to which the
members of that committee have agreed to refrain from enforcing
their respective rights and remedies under the Notes and the
related indenture for the duration of the forbearance period,
which runs through March 31, 2009.  The Company and the committee
have agreed not to seek approval from any additional Note holders
but instead to make the agreement effective immediately.

The committee has the obligation under the forbearance agreement
to take any actions that are necessary to prevent an acceleration
of the Notes during the forbearance period.

Moreover, because the committee's holdings represent more than a
majority of the Notes, the committee has the power under the
indenture to rescind any acceleration of the Notes by either the
trustee or the minority holders of the Notes, allowing the
forbearance period to run through March 31, 2009, and providing
time for the Company to pursue an organized financial
restructuring.

"Our restructuring is progressing as planned and we look forward
to its completion," said Stephen G. Fendrich, Simmons Bedding's
President and Chief Operating Officer.  "We thank the ad hoc
committee of the Notes for their support."

                      About Simmons Company

Headquartered in Atlanta, Georgia, Simmons Company --
http://www.simmons.com/-- is a mattress manufacturer and marketer
of a range of products through its indirect subsidiary Simmons
Bedding Company.  Products includes Beautyrest(R), Beautyrest
Black(TM), ComforPedic by Simmons(TM), Natural Care(TM),
BackCare(R), Beautyrest Beginnings(TM) and Deep Sleep(R).  Simmons
Bedding Company operates 21 conventional bedding manufacturing
facilities and two juvenile bedding manufacturing facilities
across the United States, Canada and Puerto Rico.  Simmons also
serves as a key supplier of bedding to hotel groups and resort
properties.

The Troubled Company Reporter reported on January 23, 2009, that
Standard & Poor' Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Simmons Co. to
'SD' from 'CCC'.  S&P also lowered the ratings on wholly-owned
subsidiary Simmons Bedding Co.'s 7.875% subordinated notes due
2014 to 'D' from 'CCC'.  The recovery rating for these notes
remains '3'.  In addition, S&P lowered the ratings on Simmons
Bedding's senior secured bank facility to 'CC' from 'B-', and the
recovery rating remains a '1'.  Standard & Poor's also lowered the
ratings for both Simmons Co.'s unsecured notes and holding company
Simmons Holdco Inc.'s unsecured notes to 'C' from 'CC'.  The
recovery ratings for these remain a '6'.  S&P also removed the
ratings from CreditWatch with developing implications, where S&P
originally placed them with negative implications on Aug. 12,
2008, following the company's drawdown of its revolving credit
facility.  S&P subsequently lowered the ratings to the current
levels following two separate rating actions on Oct. 22, 2008 and
Nov. 14, 2008.  On the latter date, S&P revised the CreditWatch
listing to developing from negative.


SIST: Files for Chapter 11 Bankruptcy Protection With Affiliates
----------------------------------------------------------------
SIST and its affiliates filed on March 16, 2008, a Chapter 11
bankruptcy protection.  The affiliates are:

     -- U.S. Acquisitions & Oil, Inc.;
     -- Midwest Oil of Wisconsin, LLC;
     -- Midwest Hotels & Motels, LLC;
     -- Midwest Oil of Minnesota, LLC;
     -- Midwest Oil of Shawano, LLC; and
     -- Midwest Properties of Shawano, LLC.

"Due to intentional business interference and interference with
our financing relationships by certain persons and entities,
primarily in the form of an intense, wide spread media smear
campaign, the companies were forced to file for Chapter 11
reorganization bankruptcy," according to SIST CEO Naomi Isaacson.
SIST has retained Mark Lane, the internationally famous trial
lawyer and author.

"Outrageous attacks in various forms have been launched against
SIST and its companies based in part upon religious and other
forms of discrimination over a sustained period of time.  SIST has
tried to withstand these attacks and the interference with their
ongoing business affairs but in the face of the current and severe
national economic downturn they have been unable to function
normally," Mr. Lane stated.  "It has been alleged that SIST is
under investigation by the FBI but we have no knowledge that such
an investigation exists.  No one from SIST or any of it's business
subsidiaries has ever been questioned by anyone from FBI," Mr.
Lane said.

"Both Shawano County Judges, Habeck and Grover, have openly stated
that they never believed the allegations about SIST and do not
believe that SIST or its affiliates would harm anyone," according
to Ms. Isaacson, who was referring to the "media smear campaign."

"Plans are underway to counter these outrageous attacks against
SIST with legal action," Mr. Lane continued, "and in the meantime
they are determined to remain in business and to continue to
provide the same high level of customer service in their local
communities throughout the reorganization and into perpetuity."
SIST has been in the community for two and a half decades.  SIST
and its affiliates have done nothing but good for their local
community.  SIST and its affiliates will continue to provide
excellent customer service and quality goods and services at
reasonable prices.


SPECIAL DEVICES: May Face Patent-Infringement Trial from Orica
--------------------------------------------------------------
Bloomberg's Bill Rochelle reports that Special Devices Inc., may
be facing a patent-infringement lawsuit from Orica Explosives
Technology Pty. if the U.S. Bankruptcy Court for the District of
Delaware favors the latter's request.  Orica Explosives Technology
Pty. has filed a motion with the Court for the lifting of the
automatic stay to allow it to pursue a lawsuit it filed against
Special Devices, which is in Chapter 11 protection.

Orica filed a patent-infringement suit against Special Devices
prepetition and three unaffiliated companies.  Orica is seeking
permission from the Bankruptcy Court to move with the suit because
of the "automatic stay", which is imposed against creditors upon
bankruptcy filing by a debtor.  A bankruptcy filing triggers an
injunction against the continuance of any action by any creditor
against the debtor or the debtor's property.

Key constituents in the case want the automatic stay in place.
Special Devices, its official committee of unsecured creditors,
and Wayzata Opportunities Fund LLC, one of the pre-bankruptcy
lenders, oppose Orica's request.  According the Bloomberg report,
Special Devices, for its part, says allowing the suit to continue
"could result in the total loss of the debtor's mining and
blasting business."

Orica has said, according to Mr. Rochelle, IP lawsuit is "poised
for trial" and that cross-motions for summary judgment have been
filed.  The Bankruptcy Court is scheduled to hear the lift stay
request at the end of the week.

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance $73.6
million in debt.  The Hon. Mary F. Walrath oversees the case.
Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtor's counsel.  Gibson,
Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


STATION CASINOS: Will File for Bankruptcy by April 15
-----------------------------------------------------
Kerry E. Grace at The Wall Street Journal reports that Station
Casinos Inc. said that it will file for bankruptcy protection on
or before April 15.

As reported by the Troubled Company Reporter on February 4, 2009,
Station Casinos was negotiating a pre-packaged Chapter 11 plan.
Station Casinos proposed a prepackaged bankruptcy transaction and
said some senior secured lenders agreed to support the plan.

WSJ relates that Station Casinos said on Wednesday that it opposed
a motion brought against it by bondholder S. Blake Murchison
seeking an injunction aimed at stopping its efforts to restructure
more than $5 billion in debt, largely assumed by the Company's
leveraged buyout in 2007.  Mr. Murchison claimed that seeking the
advance consent of Station Casinos qualified institutional
noteholders for the prepackaged bankruptcy will result in those
holders getting "priority ahead of previously equal bond holders,"
making the Company's notes worthless, WSJ states, citing Station
Casinos.  According to the report, Station Casinos said that Mr.
Murchison would get the same new notes and cash as every other
holder of the same class of notes.  Station Casinos said that it
won't discriminate or subordinate against any holder of the senior
notes, the report states.

WSJ relates that Station Casinos said it won't make a scheduled
$9.9 million interest payment that was due Sunday.

Boyd Gaming Corp. told Station Casinos in February that it may be
interested in acquiring most of the Company for $950 million, WSJ
reports.

                       About Station Casinos

Station Casinos, Inc. is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

                           *     *     *

As reported by the Troubled Company Reporter on March 5, 2009,
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Las Vegas, Nevada-based Station Casinos Inc.'s
6.875% senior subordinated notes to 'D' from 'C'.

As reported by the Troubled Company Reporter on February 24,
Moody's Investors Service said Station Casinos's ratings are not
affected by the announcement that it failed to make a February 15,
2009 scheduled interest payment on its 7.75% senior notes due
2016.  Standard & Poor's Ratings Services lowered its issue-level
rating on Station Casinos' 7.75% senior notes to 'D' from 'CC'.
The rating action reflects the missed February 15, 2009 interest
payment on the notes.


TEXTRON FINANCIAL: S&P Downgrades Counterparty Rating to 'BB+/B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit ratings on Providence, Rhode Island-based
Textron Financial Corp., captive finance company of Textron Inc.
(Textron; BBB-/Developing/A-3), to 'BB+/B' from 'BBB/A-2'.

At the same time, S&P removed the ratings on TFC from CreditWatch,
where they were placed with negative implications on Jan. 30,
2009.  The outlook is developing, incorporating the possibility
that S&P could downgrade, upgrade, or affirm the rating.

The main factor in the two-notch downgrade was S&P's assessment of
the stand-alone credit profile of Textron Financial.

"We have lowered our stand-alone rating on TFC's creditworthiness
to 'BB' from 'BBB-' because S&P expects its credit quality to grow
worse and the company to become less diverse as it moves toward
being a captive aircraft and golf equipment lender," said Standard
& Poor's credit analyst Jeffrey Zaun.  "We have also considered
the parent's significant support of TFC by designating the finance
company as strategically important to the parent and incorporating
one notch of support to the finance company."

Although S&P had anticipated credit quality deterioration at TFC
and had factored it into the previous rating, S&P's outlook on the
economy and TFC's aircraft lending business has dimmed.  S&P
believes credit quality at TFC will continue to suffer from both a
weak economy and dislocation due to the finance company's exit
from noncaptive businesses.

S&P's concerns are only partially offset by management's proactive
stance amid poor economic and capital market conditions.


TEXTRON INC: S&P Downgrades Counterparty Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Textron
Inc., including lowering the long-term corporate credit rating to
'BBB-' from 'BBB+' and the short-term corporate credit rating to
'A-3' from 'A-2'.  S&P also lowered its long-term counterparty
credit rating on wholly owned finance unit Textron Financial Corp.
to 'BB+' from 'BBB' and the short-term rating to 'B' from 'A-2'
(please see research update on TFC to be published immediately
following this report for full rating rationale).  All ratings are
removed from CreditWatch, where they were placed with negative
implications on Jan. 30, 2009.  The outlook on both entities is
developing.

"The ratings downgrade on Textron reflects the risks surrounding
plans to exit TFC's noncaptive businesses in the current
recessionary environment and the possible impact on the firm's
liquidity and earnings," said Standard & Poor's credit analyst
Christopher DeNicolo.  "In addition, the downgrade takes into
account weaker earnings and cash flow at the Cessna business jet
unit in 2009."

In December 2008, Textron announced that it would be exiting the
noncaptive portfolio of TFC, reducing the portfolio by
$2.6 billion in 2009.  This resulted in $461 million of charges in
the fourth quarter of 2008 to write down goodwill at TFC and to
mark to market certain receivables held for sale.  In order to
remain in compliance with the fixed-charge coverage covenant in
the TFC support agreement, Textron also made a $625 million
capital contribution in the fourth quarter of 2008 and further
capital contributions are expected in 2009 to maintain compliance.
Further charges and more significant capital contributions could
be required if losses are more than expected or assets are sold at
lower than expected prices.  Textron also replaced management at
TFC, including the CEO, who was also CFO of Textron.

The two-notch rating downgrade on TFC follows the two-notch rating
downgrade on its parent and reflects S&P's assessment of the
finance unit's stand-alone credit profile.  S&P has lowered its
stand-alone assessment of TFC's creditworthiness to 'BB' from
'BBB-' because S&P believes the outlook for its credit quality has
deteriorated and because TFC will become less diverse as it moves
toward being a captive aircraft and golf equipment lender.

S&P has considered the parent's significant support of TFC by
designating the finance company as strategically important to the
parent and incorporating one notch of support to the finance
company.  S&P's ratings on TFC will remain linked to those of
Textron Inc.

The ratings on Providence, R.I.-based Textron are supported by its
leading market positions in selected segments of aircraft (Cessna
business jets and Bell helicopters), fairly steady results of
expanded defense operations, and sufficient cash flow for
operating needs and required capital contributions to TFC.  The
ratings also take into account Textron's exposure to TFC because
of its earnings and funding problems, participation in highly
competitive and cyclical industries, and consolidated profit
margins somewhat below those of its peers.

The challenging economic environment in 2009, larger-than-expected
losses at TFC and possible material additional capital
contributions required by Textron, and reduced liquidity could
lead us to lower the long-term ratings.  Although not expected in
the next year, S&P could raise the ratings on Textron modestly if
the plan to transform TFC into a captive is successful, earnings
and cash generation of the manufacturing businesses are better
than expected, and liquidity improves.


THORNBURG MORTGAGE: May File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Jonathan Stempel at Reuters reports that Thornburg Mortgage Inc.
said that it may file for Chapter 11 bankruptcy protection.

According to Reuters, Thornburg Mortgage has struggled with
liquidity problems since 2007, when the value of mortgages on its
balance sheet started to tumble.  Thornburg Mortgage, says
Reuters, suffered a series of margin calls from its own creditors.

Reuters relates that Thornburg Mortgage has specialized in making
mortgages larger than $417,000 to borrowers with good credit, but
the Company ran short of capital as investors stopped purchasing
its loans.  Thornburg Mortgage, says the report, has continued
operations mainly through a series of agreements to restructure or
otherwise delay paying its debts.

Thornburg Mortgage said in a statement that it is considering
strategic alternatives to restructure its financing agreements,
make deferred payments, and meet obligations to bondholders.

As reported by the Troubled Company Reporter on March 18, 2009,
Thornburg Mortgage said it engaged Kirkland and Ellis LLP as lead
restructuring counsel to advise the Company on restructuring
matters, and Houlihan Lokey Howard & Zukin Capital, Inc., as a
financial advisor to assist the Company in discussions with
creditors, current shareholders, and prospective new investors,
and to help evaluate and implement a recapitalization solution
that addresses the issues currently facing the Company.  Thornburg
Mortgage said that its Amended and Restated Override Agreement
dated December 12, 2008, with JPMorgan Chase Funding Inc.
(formerly Bear Stearns Investment Products Inc.), Citigroup Global
Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse
International, Greenwich Capital Markets, Inc., Greenwich Capital
Derivatives, Inc., The Royal Bank of Scotland plc, and UBS AG,
expired in accordance with its terms.  Thorburg Mortgage said it
had reached agreement with all of the Counterparties to forebear
from demanding payment or exercising any remedies under their
various financing agreements through March 31, 2009, to provide
the Company with additional time to negotiate and implement a
restructuring plan.

Reuters relates that Thornburg Mortgage arranged in March 2008 a
$1.35 billion bailout from the distressed debt investor
MatlinPatterson Global Advisors LLC and other investors to stay
out of bankruptcy.

MatlinPatterson, according to a Tuesday regulatory filing, gave up
its Thornburg Mortgage common stock -- 120.8 million shares -- on
March 12 and 16 without any compensation.  Reuters states that
principals David Matlin and Mark Patterson resigned from Thornburg
Mortgage's board of directors on March 12 due potential conflicts
of interest.

MatlinPatterson will retain a role in the restructuring, Reuters
reports, citing Thornburg Mortgage spokesperson Suzanne O'Leary
Lopez.  "March 31 really is the time frame in which we are working
with all of our constituencies on our restructuring plan," Reuters
quoted Ms. O'Leary Lopez as saying.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Thornburg Mortgage Inc. to 'CC' from 'D'.  At the same
time, S&P also raised its rating on Thornburg's senior notes to
'CC' from 'D'.  The outlook is negative.


TRIBUNE CO: Can Hire PwC as Tax Advisors and Independent Auditors
-----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has authorized Tribune Company and its debtor-affiliates
to employ PricewaterhouseCoopers LLP as compensation and tax
advisors and independent auditors nunc pro tunc to the Petition
Date.  The Debtors entered into an engagement agreement with PwC,
which agreement outlines the firm's responsibilities and
compensation.

PwC acted as the Debtors' outside advisors and independent auditor
for many years, gaining considerable experience with their current
corporate, financial and internal structures.

As tax advisors, PwC will provide five categories of services:

  (1) General Compensation Advisory Services, including:

         -- advising on the design of annual and long-term
            incentive programs;

         -- preparing cost estimates for implementing any
            arrangements;

         -- advising on participant target levels for the
            incentive programs; and

         -- advising on severance and retention programs;

  (b) Integrated Auditing Services at December 28, 2008 and for
      the year then ending;

  (c) a review on Tribune Company's unaudited consolidated
      quarterly financial information;

  (d) General Tax Consulting Services, including:

         -- advising on tax issues resulting from the Debtors'
            Chapter 11 cases;

         -- advising on tax planning or reporting matters; and

         -- preparing or reviewing original and amended returns
            for all taxes including federal, state and local
            income taxes, gross receipts, license, sales and use
            taxes and property taxes;

  (e) Claims Response and Settlement Services including:

         -- assisting in managing, responding to and verifying
            the accuracy of claims submitted for federal income
            taxes, state and local net income taxes, franchise,
            sales use, property and business license or gross
            receipts taxes as a result of the Debtors'
            Chapter 11 cases;

         -- assist in negotiating settlements with taxing
            authorities with respect to claims submitted due to
            the Debtors' Chapter 11 cases, as well as tax
            assessments for which the Debtors requests
            assistance during the pendency of their cases; and

  (f) additional compensation, tax and accounting consulting, as
      requested by the Debtors.

The Engagement Letter provides that:

  (a) PwC will not be entitled to indemnification, contribution,
      or reimbursement for services other than the services
      provided in the Engagement Letter, unless the services and
      the indemnification, contribution, or reimbursement is
      approved by the Court;

  (b) the Debtors will have no obligation to indemnify any
      person or provide contribution or reimbursement for any
      claim or expense to the extent that it is (i) judicially
      determined to have arisen from gross negligence or willful
      misconduct; (ii) for a contractual dispute in which the
      Debtors allege that breach of PricewaterhouseCoopers'
      contractual obligations unless the Court determines that
      indemnification, contribution, or reimbursement would be
      permissible; and

  (c) if before the confirmation of Chapter 11 plan or the
      closing of the Chapter 11 cases, PricewaterhouseCooper
      believes it is entitled to the payment by the Debtors on
      account of indemnification, contribution, or reimbursement
      obligations, the Debtors may not pay any amount without
      the Court's order.

The Debtors propose to pay PricewaterhouseCoopers based on the
firm's hourly rates:

            Partner                    $625-$760
            Managing Director          $600-$625
            Director                   $450-$500
            Manager                    $280-$320
            Senior Associate           $200-$240
            Associate                  $155-$180
            Professional Assistant     $145

The Debtors relate that the estimated fees in connection with the
PwC's auditing services are approximately $1,815,000, not
including out-of-pocket expenses.  Prior to the Petition Date,
the Debtors provided PwC with a retainer of $50,000 for services
rendered and reimbursement of expenses.

William T. England, a partner of PwC, said his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code and as required by Section 327(a).

In a separate filing, Mr. England said that in addition to the
compensation retainer, PwC received total payments of $4,482,990
from the Debtors within one year of the Petition Date.  He adds
that the Debtors have revised PwC's Claims Engagement Letter and
represent that PwC will only be a messenger to their conclusions
and not directly negotiating on their behalf.

Mr. England also said PwC has worked with the Federal
Communications Commission, the Official Committee  of Unsecured
Creditors and the United States Trustee to resolve their concerns
regarding the firm's retention.

Mr. England submitted to the Court a certification of counsel that
includes a revised proposed order to reflect changes in PwC's
representation with the Debtors.  A full-text copy of the revised
proposed order is available for free at:

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

The Court signed the revised proposed order.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TURNKEY E&P: Reorganization Plan Filing Deadline Set for May 15
---------------------------------------------------------------
Turnkey E&P Inc. reported that on March 13, the U.S. Bankruptcy
Court for the Southern District of Texas granted Turnkey's wholly-
owned subsidiary, Turnkey E&P Corporation an extension to file a
Plan to emerge from Chapter 11 of Title 11 of the U.S. Bankruptcy
Code.  The filing deadline has been extended to
May 15, 2009.  The Plan is set to be confirmed by the Court on
July 14, 2009.

Operations Update:

Turnkey has a 25% working interest in the Vieman #1 well in
Brazoria County, Texas, which has been temporarily suspended after
initial tests did not produce hydrocarbons.  Partners will review
the data to determine if the well has potential to be sidetracked.

Turnkey's McPherson #1 well at Hurricane Creek, Louisiana
continues to be gas lifted at a rate of 50 BOPD with 5 % water.
McPherson #2 is currently being evaluated for gas lift pending the
availability of gas on location from McPherson # 1 and the use of
a portable nitrogen production unit.

The Valjean Richard #1 well was placed on production on March 6,
2009, and is currently producing at a rate of 1.3 million SCFPD of
natural gas and 30 barrels of condensate per day from the
Homeseeker E sand.  Before payout Turnkey has a 16.67% working
interest and a 12.46% net revenue.  After payout Turnkey will have
a 15% working interest and an 11.1% net revenue.

Turnkey's total net production is approximately 150 BOE.

Houston, Texas-based Turnkey E&P Corporation --
http://www.turnkeyep.com/-- is engage in gas and oil exploration.
The Company filed for Chapter 11 bankruptcy protection on November
17, 2008 (Bankr. S.D. Texas Case No. 08-37358).  Micheal W.
Bishop, Esq., Mugdha S Kelkar, Esq., at Looper Reed, et al.,
assist the Company in its restructuring effort.  The Company
listed $10 million to $50 million in assets and $10 million to $50
million in debts.


U.S. ACQUISITION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: U.S. Acquisitions & Oil, Inc.
        1206 East Green Bay Street
        Shawano, WI 54166
        Tel: (715) 526-5400

Bankruptcy Case No.: 09-10875

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Dr. R.C. Samanta Roy Institute of Science & Techno 09-10876
Midwest Oil of Wisconsin, LLC                      09-10877
Midwest Oil of Minnesota, LLC                      09-10878
Midwest Oil of Shawano, LLC                        09-10879
Midwest Properties of Shawano, LLC                 09-10880
Midwest Hotels & Motels of Shawano, LLC            09-10881

Type of Business: The Debtors operate gasoline service stations.

Chapter 11 Petition Date: March 16, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Eric J. Monzo, Esq.
                  emonzo@cohenseglias.com
                  Cohen Seglias Pallas Greenhall Furman PC
                  1007 North Orange Street, Suite 1130
                  Wilmington, DE 19806
                  Tel: (302) 425-5089
                  Fax: (302) 425-5097

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

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

The petition was signed by Naomi Isaacson, chief financial
officer.


U.S. ENERGY: Sells All Assets of Biogas to Silver Point
-------------------------------------------------------
The Hon. Robert D. Drain of United States Bankruptcy Court for the
Southern District of New York approved the sale of substantially
all assets of U.S. Energy Biogas Corp., a unit of U.S. Energy
Systems Inc. and its debtor-affiliates, to Silver Point Finance
LLC, which made the highest and best offer for the sale of Biogas
assets submitted at the auction.

As part of the sale, the Debtors' unit, Biogas Financial Corp.
fka Zahren Financial Corporation, will sell and transfer its 10%
general partner interest in Biomass Energy Partners I L.P. to
Silver Point free and clear of the assignment dated Sept. 1, 1994,
between Zahren Financial and ZFC Royalty Trust.

Silver Point will pay the cure amounts after the closing date.

As reported in the Troubled Company Reporter on Feb. 4, 2009,
Silver Point, the designated stalking-horse bidder, agreed to
purchase USEB's assets for about $94.5 million including:

   a) the assumption of the entire amount of the outstanding USEB
      indebtedness, which amount currently is $83.8 million, but
      is subject to adjustment prior to closing in accordance
      with the terms of the USEB indebtedness;

   b) the assumption of the entire outstanding amount under the
      Net Profit Interest agreement dated May 31, 2007, between
      the Debtors and Silver Point, which amount will be fixed
      solely for purposes of calculating the purchase price at
      $5.8 million;

   c) the assumption or release of at least $500,000 of the U.S.
      Energy Overseas Investments LLC indebtedness in accordance
      with the terms of the USEO indebtedness;

   d) cash in the amount of $100,000 payable by wire transfer
      of immediately available funds made to the account of USEY
      designated in writing by the company on behalf of USEY to
      proposed purchaser at least two business days prior to the
      closing date;

   e) the assumption of the reasonable, documented administrative
      expenses of the Debtors under Section 503(b)(1) of the
      Bankruptcy Code in the USEB bankruptcy Case, regardless of
      whether incurred prior to or after the consummation of the
      transactions contemplated by the agreement plus reasonable,
      documented administrative expenses of USEY and the Debtors
      under Section 503(b)(1) of the Bankruptcy Code in the
      USEY bankruptcy case, provided that in no event will the
      administrative expenses assumed and payable by Silver
      Point hereunder exceed $4.3 million in the aggregate; and

   f) the assumption of the other assumed liabilities listed in
      the asset purchase agreement dated Jan. 23, 2009.

A full-text copy of the Debtors' asset purchase agreement is
available for free at: http://ResearchArchives.com/t/s?390b

A full-text copy of the cure amounts is available for free
at: http://ResearchArchives.com/t/s?3a6c

                     About U.S. Energy Systems

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) -- http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.  The
company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.  The Official
Committee of Unsecured Creditors has yet to be appointed in these
cases by the U.S. Trustee for Region 2.  When the Debtors filed
for protection from their creditors, they listed total assets of
$258,200,000 and total debts of $175,300,000.

On Jan. 23, 2009, U.S. Energy Biogas Corp and eight of its
subsidiaries filed their respective voluntary petitions for relief
under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  The USEB Debtors' cases are being jointly administered for
procedural purposes with the cases of the USEY Debtors.


VALLEY VIEW: Moody's Confirms 'Ba1' Rating on $12.7 Mil. Bonds
--------------------------------------------------------------
Moody's Investors Service has confirmed Valley View Hospital
Authority's Ba1 rating and removed the rating from Watchlist.  The
rating applies to $12.7 million of Series 1996 bonds secured by a
1% sales tax and gross revenue pledge of the hospital.  The sales
tax levied by the City of Ada, Oklahoma, is irrevocable and solely
dedicated to the payment of principal and interest related to the
Series 1996 bonds; sales tax revenues are deposited to a lock-box
and not intermingled with hospital revenues, and has been
sufficient to satisfy debt service since 2001.  Any excess sales
tax remains in the lockbox; as of September 30, 2008, the surplus
stands at $4.0 million.  There is also a fully funded debt service
reserve fund of $2.6 million.  The rating outlook is negative,
reflecting continued volume pressures and a challenged liquidity
position.  The confirmation of the rating follows the recent
closing of the Series 2009 bonds in the amount of
$2.3 million; the bonds are secured by a gross revenue pledge of
the hospital only.  The proceeds of the bonds will be used to
reimburse the hospital for prior capital expenditures and fund
working capital needs.  While the transaction relieves immediate
liquidity needs, in the event of further liquidity declines, a
bankruptcy filing by the hospital would represent an event of
default under the loan agreement that could result in acceleration
of the bonds.  For further information, please reference Moody's
November 6, 2008 credit report on VVHA.

                             Outlook

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

  -- Series 1996 ($12.7 million outstanding) rated Ba1

The last rating action was on November 6, 2008, when the ratings
of VVHA were downgraded to Ba1 from Baa1 and remained on Watchlist
for potential downgrade.


VERASUN ENERGY: Court Approves Sale of 7 Facilities to Valero
-------------------------------------------------------------
The U.S. Bankruptcy Court approved the sale of all VeraSun Energy
Corp.'s assets.

On Tuesday, at an auction in Wilmington, Del., VeraSun selected
Valero Renewable Fuels as the successful bidder for assets
contained in the "VSE Group", in addition to ethanol production
facilities in Albion, Neb., and Albert City, Iowa.  The secured
lenders submitted credit bids for each of the remaining
facilities.  The sales are expected to close during the next two
to six weeks.

The VSE Group consists of production facilities in Aurora, S.D.;
Charles City, Fort Dodge and Hartley, Iowa, and Welcome, Minn.,
and a development site in Reynolds, Ind.

Valero Renewable Fuels is a subsidiary of Valero Energy
Corporation, North America's largest petroleum refiner and
marketer based in San Antonio, Texas.  Valero has agreed to
purchase the VSE Group facilities for a base purchase price of
$350 million, $72 million for the US Bio Energy facility in Albert
City, Iowa and $55 million for the ASA facility in Albion, Neb.,
plus working capital and other certain adjustments.

The secured lenders for the remaining facilities submitted
successful credit bids.  Dougherty Funding, LLC submitted a credit
bid of $93 million for the Marion, S.D. production facility. A
group of lenders led by AgStar Financial Services submitted a
credit bid of $324 million for the remaining "US BioEnergy Group",
which includes ethanol production facilities in Central City and
Ord, Neb.; Dyersville, Iowa; Hankinson, N.D.; Janesville, Minn.,
and Woodbury, Mich.  A group of lenders led by West LB AG
submitted a credit bid of $99 million for the remaining "ASA
Group" facilities, consisting of production facilities in
Bloomingburg, Ohio and Linden, Ind.

According to Valero, ethanol plants have an annual production
capacity of 780 million gallons.  Valero said the aggregate
purchase price of $477 million represented roughly 30% of the
plants' replacement cost.  The purchase price excludes working
capital and inventory currently estimated at about $75 million.
Credit Suisse advised Valero on the transaction.

Valero said the purchase of the plants in the original bid -- in
Charles City, Fort Dodge and Hartley, Iowa; Aurora, S.D.; Welcome,
Minn.; and the site under development in Reynolds, Ind. -- is
expected to close on April 1.  The purchase of the additional
plants -- in Albion, Neb. and Albert City, Iowa -- is expected to
close shortly afterward, subject to regulatory approval.  Valero
plans to operate all of the plants through its subsidiaries.

"These are high-quality, relatively new assets in good locations
for buying feedstocks," said Valero Chairman and Chief Executive
Officer Bill Klesse. "We expect increases in the Renewable Fuels
Standard to continue. We are also pleased to have such quality
people join Valero."

This is Valero's initial entry into ethanol production, but it has
made investments in other alternative energy companies in recent
months.  Valero has also completed the first phase of a wind farm
near its McKee Refinery in the Texas Panhandle that when complete
will generate 50 megawatts of electricity.  In 2008, Valero
established an Alternative Energy and Project Development Group to
explore opportunities in alternative and renewable energy sources.

                           About Valero

Valero Energy Corporation -- http://www.valero.com/-- is a
Fortune 500 company based in San Antonio, Texas, with roughly
22,000 employees and 2008 revenues of $119 billion.  The company
owns and operates 16 refineries throughout the United States,
Canada and the Caribbean with a combined throughput capacity of
approximately 3 million barrels per day, making it the largest
refiner in North America.  Valero is also one of the nation's
largest retail operators with roughly 5,800 retail and branded
wholesale outlets in the United States, Canada and the Caribbean
under various brand names including Valero, Diamond Shamrock,
Shamrock, Ultramar, and Beacon.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


VICORP RESTAURANTS: Sells Four Bay Area Restaurants to Shari's
--------------------------------------------------------------
Kevin McCallum at The Press Democrat reports that restaurant chain
Shari's has acquired Vicorp Restaurants Inc.'s four Bay Area
Baker's Square restaurants.

The Press Democrat relates that after Vicorp filed for Chapter 11
bankruptcy protection in April, it closed 56 Bakers Square and
Village Inn restaurants to cut costs, including the Bakers Square
on Farmer's Lane in Santa Rosa.  Vicorp, according to The Press
Democrat, said that its bottom line had been hurt by the poor
economy, heavy debt, and higher operating costs.

The Press Democrat states that the acquisition of the restaurants
will increase the number of Shari's locations to 105 restaurants
in six states.  According to the report, Shari's said that the
restaurants will be converted to the Shari's brand in the coming
weeks, and will start 24-hour service.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W.
Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represent the Official Committee of Unsecured Creditors of the
Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


WILDWOOD INDUSTRIES: Owes $13MM; May Be Forced Into Bankruptcy
--------------------------------------------------------------
The Pantagraph reports that Wildwood Industries, Inc., may be
forced into Chapter 11 bankruptcy due to mounting debts.

Court documents say that debts owed to Lyon Financial Services
Inc., U.S. Bancorp Equipment Financial Inc., and Velocity
Financial Group Inc. total more than $13 million.  Three companies
filed for Wildwood Industries' bankruptcy in the U.S. Bankruptcy
Court for the Central District of Illinois on March 5, The
Pantagraph states.  According to The Pantagraph, Wildwood
Industries asked last week for more time to respond to a claim of
the pending federal action.  Wildwood Industries, says The
Pantagraph, has about 20 days to respond to the bankruptcy action
and may continue operations while the action is pending.

The Pantagraph relates that Wildwood Industries faces more than 20
lawsuits in McLean County court due to failure to make loan
payments.  Most of them, says The Pantagraph, are related to
leasing agreements for manufacturing equipment.  According to The
Pantagraph, six federal lawsuits are pending against Wildwood
Industries for non-payment of debts.  The report states that the
Banc of American federal claim for alleged default is about
$3.8 million.  Wildwood Industries, according to court documents,
is also behind with the final payment of a proposed settlement of
a federal claim.

Investment banking firm Piper Jaffrey claimed in July 2008 that
Wildwood Industries hired its staff to assist with efforts to
locate financing for a warehouse project in Normal, The Pantagraph
relates.  Court documents state that when Wildwood Industries
refused to close on a $23.8 million loan, Piper Jaffrey lost out
on a $357,000 fee.

According to The Pantagraph, a settlement agreement between
Wildwood Industries and Piper Jaffrey required three payments by
the Debtor.  The final payment was due several months ago, says
the report.  Wildwood Industries attorneys told Piper Jaffrey it
is working on refinancing "despite some increasing credit
difficulties," court documents say.

Bloomington, Illinois-based Wildwood Industries, Inc., provides
paper mill services.  Creditors including Lyon Financial Services,
Inc., filed a Chapter 11 bankruptcy petition against the Company
on March 5, 2009 (Bankr. C.D. Ill. Case Number 09-70602).


WL HOMES: Sec. 341(a) Meeting Scheduled for April 14
----------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, has
requested the U.S. Bankruptcy Court for the District of Delaware
to schedule a meeting of creditors of WL Homes, Inc., for
April 14, 2009, at 10:30 a.m., at J. Caleb Boggs Federal Building,
2nd Floor, Room 2112, 844 King Street, in Wilmington, Delaware.

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

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

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between
$500 million to $1 billion.


WOOLD STRUCTURES: Closes Plant & Offices, 180 Workers Laid Off
--------------------------------------------------------------
Ann S. Kim and Noel K. Gallagher at Kennebec Journal & Morning
Sentinel report that Wood Structures Inc. has closed its
manufacturing plant and offices in Biddeford.

Kennebec Journal relates that about 180 employees were laid off.
Wood Structures, according to Kennebec Journal, told workers on
Monday that it was unsure whether it could continue to pay them
and had closed.  The report says that Wood Structures told workers
in a memo that they would be on an "unpaid leave of absence" and
that their future employment status would be determined by the
trustee in charge of the case.

Kennebec Journal states that Wood Structures expects to file for
Chapter 7 bankruptcy this week.  Wood Structures CEO Frank Paul
said that the Company has to liquidate its assets because it was
unable to reach an agreement with its creditors, says Kennebec
Journal.

Wood Structures said in court documents that it has been
struggling mainly due to the sharp decline in housing, which has
dropped 63% since 2005.

The Biddeford, Maine-based Wood Structures Inc. is a manufacturer
of trusses and other wood products for residential and commercial
construction.

As reported by the Troubled Company Reporter on March 10, 2009,
Wood Structures filed for Chapter 11 protection before the U.S.
Bankruptcy Court for the District of Maine (Portland).  Wood
Structures filed after the secured lender, Orix Financial
Corp., declared the Company in default under a $28.9 million
secured debt.


WYNN RESORTS: Prices Public Offering of Shares at $19 Per Share
---------------------------------------------------------------
Wynn Resorts, Limited, has priced a public offering of 9,600,000
newly issued shares of its common stock at a price to the public
of $19 per share.  The net proceeds to Wynn Resorts after
deducting discounts and commissions and estimated expenses, will
be approximately $175 million.  The offering is expected to close
on March 20, 2009, subject to the satisfaction of customary
closing conditions.

Kerry E. Grace at The Wall Street Journal reports that Wynn
Resorts is selling the shares at a 3.3% discount to Monday's
closing price on the Nasdaq Stock Market.  WSJ relates that if
demand is sufficient, as many as 1.4 million more shares could be
sold.  Wynn Resorts, says WSJ, will use the proceeds for debt
repayment and other purposes.  According to the report, Wynn
Resorts said on Monday that it would offer seven million shares.
The report says that Wynn Resorts has 107 million shares
outstanding.

Wynn Resorts' stock, due to the dilution from the increased share
count, dropped 1.2% to $19.42 early Tuesday, WSJ reports.
According to WSJ, the share price has declined 60% in the past
three months.

In connection with the offering, Wynn Resorts granted an option to
purchase up to an additional 1,440,000 shares of common stock to
Deutsche Bank Securities Inc. and Merrill Lynch & Co., who acted
as joint book running managers and underwriters for the offering,
and J.P. Morgan Securities Inc., Moelis & Company and Wachovia
Capital Markets, LLC, who acted as co-managers and underwriters
for the offering.  Additionally, Moelis & Company served as
financial adviser to the Company in connection with this
transaction.  Wynn Resorts intends to use the proceeds for general
corporate purposes, including repayment of debt.

                        About Wynn Resorts

Headquartered in Las Vegas, Wynn Resorts Limited (Nasdaq: WYNN) --
http://www.wynnresorts.com/-- owns and operates Wynn Las Vegas
and Wynn Macau.

                          *     *     *

As reported by the Troubled Company Reporter on March 2, 2009,
Standard & Poor's Ratings Services affirmed its ratings on Wynn
Resorts Ltd. and its wholly owned subsidiary, Wynn Las Vegas LLC,
including the 'BB' corporate credit rating.  At the same time, S&P
revised its rating outlook on each entity to negative from stable.

According to the TCR on July 22, 2008, Moody's Investors Service
changed the rating outlook of Wynn Resorts, Limited to negative.
Wynn Resorts' Ba3 Corporate Family Rating and long-term debt
ratings were affirmed, as were the long-term debt ratings of Wynn
Las Vegas, LLC.


* Fitch Extended Launch on Liquidity Scores and Rankings
--------------------------------------------------------
Fitch Solutions, a division of the Fitch Group, has now extended
the launch of its liquidity scores and percentile rankings for
widely traded credit derivative assets to buy-side market
participants, to help them strengthen their liquidity risk
management procedures and meet regulatory commitments.

Buy-side users are able to benefit from new features including
regional sector scores for corporate assets in Asia-Pacific,
Europe and the Americas, as well as global sovereigns.  As of 13
March, Korea Development Bank, British Telecom plc, General
Electric Capital Corporation and the United Mexican States were
the most liquid CDS names respectively.

"Our research has highlighted that whilst global CDS market
liquidity hit an all time low in January, liquidity has begun to
return to the market during this year and, for the first time, the
Americas region became more liquid than Europe earlier this
month," said Thomas Aubrey, Managing Director, Fitch Solutions,
London.  "Better understanding the relative liquidity of an asset
remains a critical market issue and through this launch the buy-
side community will now be able to assess the relative liquidity
of global CDS assets and the global CDS market," he added.

To coincide with the launch, and in a step to further enhance
transparency in the CDS market, Fitch Solutions will now publish
on its free public website a fortnightly list of the top five most
liquid CDS corporate names in Europe, North America and Asia-
Pacific, as well as the top five most liquid global sovereigns.

The liquidity scores and rankings are derived from Fitch's
proprietary statistical model which provides a unique insight into
the liquidity of the CDS market, covering over 3,000 of the most
widely traded CDS assets.  Each asset is assigned a score,
representing the most through to least liquid names, and then
given a global percentage ranking according to its liquidity
profile against the overall CDS universe.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Infinity Home Builders, Inc.
   Bankr. E.D. Ark. Case No. 09-11654
      Chapter 11 Petition filed March 10, 2009
         See http://bankrupt.com/misc/areb09-11654.pdf

   In Re Southern Pine Homes, Inc.
      Bankr. E.D. Ark. Case No. 09-11655
         Chapter 11 Petition filed March 10, 2009
            See http://bankrupt.com/misc/areb09-11655.pdf

In Re Breland, Charles K. Jr.
   Bankr. S.D. Ala. Case No. 09-11139
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/alsb09-11139.pdf

In Re Bahrami-Daghigh, Navid
      aka Bahrami, Navid
      aw Navid Bahrami DDS, Inc. dba Dr. Bahrami's Dental Care
      aw Navid Bahrami DDS, Inc. fdba Access Dental
   Bankr. C.D. Calif. Case No. 09-15490
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/cacb09-15490.pdf

In Re Gyurec, Ernesto Daniel
      aka Daniel Gyurec
   Bankr. C.D. Calif. Case No. 09-14497
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/cacb09-14497.pdf

In Re La Cofradia Restaurant, LLC
   Bankr. S.D. Fla. Case No. 09-14143
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/flsb09-14143.pdf

In Re Delta Delivery Service LLC
   Bankr. N.D. Ga. Case No. 09-66431
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/ganb09-66431.pdf

In Re Kevin Misch Trucking & Excavating, Inc.
   Bankr. N.D. Ind. Case No. 09-20794
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/innb09-20794p.pdf
         See http://bankrupt.com/misc/innb09-20794c.pdf

In Re PWP, Inc.
      dba The Artful Hand
   Bankr. D. Mass. Case No. 09-11964
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/mab09-11964.pdf

In Re Button Hill Estates, Inc.
   Bankr. D. N.J. Case No. 09-15856
      Chapter 11 Petition filed March 11, 2009
         Filed as Pro Se

In Re Phoenix Family Trust
      aka Shari J. Galardi
   Bankr. D. Ore. Case No. 09-60962
      Chapter 11 Petition filed March 11, 2009
         Filed as Pro Se

In Re All Vending Services Inc.
   Bankr. D. P.R. Case No. 09-01847
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/prb09-01847.pdf

In Re Low Country Custom Construction, Inc.
      fdba Property Maintenance Professionals, Inc.
   Bankr. D. S.C. Case No. 09-01832
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/scb09-01832.pdf

In Re RPM Outlet, Inc.
   Bankr. S.D. Tex. Case No. 09-31675
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/txsb09-31675p.pdf
         See http://bankrupt.com/misc/txsb09-31675c.pdf

In Re High Maintenance Bitch LLC
   Bankr. W.D. Wash. Case No. 09-12228
      Chapter 11 Petition filed March 11, 2009
         See http://bankrupt.com/misc/wawb09-12228.pdf

In Re Selma ZX1, LLC
   Bankr. N.D. Ala. Case No. 09-70622
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/alnb09-70622.pdf

In Re Coverston, Kirk D.
      Coverston, Cynthia R.
   Bankr. E.D. Calif. Case No. 09-11998
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/caeb09-11998.pdf

In Re Team Resurrection Inc.
      dba Resurrection Enterprises Inc.
      dba Resurrection Custom & Hot Rods
   Bankr. C.D. Calif. Case No. 09-12093
      Chapter 11 Petition filed March 12, 2009
         Filed as Pro Se

In Re Via Sierra LLC
   Bankr. N.D. Calif. Case No. 09-51741
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/canb09-41869.pdf

In Re Floor Factory Outlet - Palatka, LLC
   Bankr. M.D. Fla. Case No. 09-01786
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/flmb09-01786.pdf

In Re Clective GA, Incorporated
   Bankr. N.D. Ga. Case No. 09-66475
      Chapter 11 Petition filed March 12, 2009
         Filed as Pro Se

In Re Bender Corporation, Inc.
      dba Petals in Bloom
   Bankr. E.D. Mich. Case No. 09-47278
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/mieb09-47278.pdf

In Re Commercial Driver License Training School, LLC
   Bankr. E.D. Mich. Case No. 09-47235
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/mieb09-47235.pdf

In Re Douglas R. Wilbur, Inc.
      dba DRW Electric
   Bankr. E.D. Mich. Case No. 09-47293
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/mieb09-47293p.pdf
         See http://bankrupt.com/misc/mieb09-47293c.pdf

In Re DTS Inc.
   Bankr. E.D. Mich. Case No. 09-47272
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/mieb09-47272p.pdf
         See http://bankrupt.com/misc/mieb09-47272c.pdf

In Re Bass, Jerry L.
   Bankr. D. Mont. Case No. 09-60325
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/mtb09-60325.pdf

In Re Lusitano Wine Imports, Inc.
   Bankr. D. N.J. Case No. 09-15979
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/njb09-15979.pdf

In Re Singh, Dalbir
   Bankr. E.D. N.Y. Case No. 09-41817
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/nyeb09-41817.pdf

In Re Williams, Valerie Denise
   Bankr. W.D. N.C. Case No. 09-30570
      Chapter 11 Petition filed March 12, 2009
         Filed as Pro Se

In Re Brown, Terrence Dion
      Montague Brown, Karla
      aka Montague-Brown, Karla Patrice
   Bankr. M.D. Tenn. Case No. 09-02819
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/tnmb09-02819.pdf

In Re Second Missionary Baptist Church
   Bankr. M.D. Tenn. Case No. 09-02837
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/tnmb09-02837.pdf

In Re Grupo Victoria Corporation, Inc.
      dba Los Tejanos Meat Market
   Bankr. S.D. Tex. Case No. 09-50079
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/txsb09-50079.pdf

In Re Agave Azul, Inc.
   Bankr. S.D. Tex. Case No. 09-50078
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/txsb09-50078.pdf

In Re Brian Lee Day
   Bankr. S. Tex. Case No. 09-70203
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/txsb09-70203p.pdf
         See http://bankrupt.com/misc/txsb09-70203c.pdf

In Re SNH Aerospace Services Inc.
      dba SNH Aerospace Services
   Bankr. W.D. Tex. Case No. 09-50920
      Chapter 11 Petition filed March 12, 2009
         See http://bankrupt.com/misc/txwb09-50920.pdf

In Re Gallery Heights Partners LLC
   Bankr. C.D. Calif. Case No. 09-14639
      Chapter 11 Petition filed March 13, 2009
         Files as Pro Se

In Re Gelhart, Robert Preston
      Gelhart, Heather Star
   Bankr. C.D. Calif. Case No. 09-12167
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/cacb09-12167.pdf

In Re Affordable Dental Group, Inc.
      fdba Austin R. Rust D.M.D., P.C.
      fdba Ozark Family Dentistry
      fdba Rust Family Dentistry
   Bankr. W.D. Mo. Case No. 09-60455
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/mowb09-60455.pdf

In Re Pacific Sun Tanning Company, LLC
   Bankr. D. Nev. Case No. 09-50667
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/nvb09-50667.pdf

In Re Ronald M. Staub, D.D.S., P.C.
   Bankr. E.D. N.Y. Case No. 09-41869
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/nyeb09-41869.pdf

In Re Cornerstone Health Systems, LLC
   Bankr. M.D. Tenn. Case No. 09-02915
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/tnmb09-02915.pdf

In Re Hathaway, Kevin Wayne
      Hathaway, Laura Devonne
   Bankr. M.D. Tenn. Case No. 09-02872
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/tnmb09-02872.pdf

In Re Americas Flags & Poles, Inc.
   Bankr. N.D. Tex. Case No. 09-41516
      Chapter 11 Petition filed March 13, 2009
         See http://bankrupt.com/misc/txnb09-41516.pdf

In Re Wineman, Donald Leonard
   Bankr. D. S.C. Case No. 09-01906
      Chapter 11 Petition filed March 15, 2009
         See http://bankrupt.com/misc/scb09-01906.pdf

In Re Tuscaloosa ZX1, LLC
   Bankr. N.D. Ala. Case No. 09-70646
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/alnb09-70646p.pdf
         See http://bankrupt.com/misc/alnb09-70646c.pdf

In Re Downey, Patrick Michael
      Downey, Norma Marie
   Bankr. C.D. Calif. Case No. 09-10860
      Chapter 11 Petition filed March 16, 2009
         Filed as Pro Se

In Re Binkowski, James
   Bankr. N.D. Ill. Case No. 09-08668
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/ilnb09-08668.pdf

In Re Dass, Sanjiv K.
      Dass, Judith M.
   Bankr. D. Md. Case No. 09-14388
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/mdb09-14388.pdf

In Re Rodriquez, Michael Antonio
   Bankr. D. Md. Case No. 09-14390
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/mdb09-14390.pdf

In Re K2 Restaurant Concepts, Inc.
   Bankr. W.D. Mo. Case No. 09-60481
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/mowb09-60481.pdf

In Re Skin City Tattoo, Inc.
   Bankr. W.D. Mo. Case No. 09-60482
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/mowb09-60482.pdf

In Re RLADH Properties LLC
   Bankr. S.D. Ohio Case No. 09-11383
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/ohsb09-11383.pdf

In Re Mullins, Newton C.
      fdba Chadds Ford Dental Associates
      fdba Drexel Hill Dental Associates
   Bankr. W.D. Va. Case No. 09-70595
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/vaeb09-70595.pdf

In Re Cota-Birenbaum, Nidia
      aka Cota, Nidia
      aka Birenbaum, Nidia
   Bankr. C.D. Calif. Case No. 09-12923
      Chapter 11 Petition filed March 17, 2009
         Filed as Pro Se

In Princess Taylor
   dba Vigor Business Enterprises, LLC
   Bankr. N.D. Ga. Case No. 09-66933
      Chapter 11 Petition filed March 17, 2009
         Filed as Pro Se

In Re Munoz-Garcia Enterprises, Inc.
      dba Tamazula Grill
   Bankr. N.D. Ill. Case No. 09-08932
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/ilnb09-08932.pdf

In Re Hunt, Sharon Jean
      Hunt, David Wayne
   Bankr. S.D. Ind. Case No. 09-03163
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/insb09-03163.pdf

In Re Hawks Watch, LLC
   Bankr. D. Md. Case No. 09-14492
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/mdb09-14492.pdf

In Re Penn Shop, LLC
   Bankr. D. Md. Case No. 09-14469
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/mdb09-14469.pdf

In Re Modern Industries, Inc.
   Bankr. E.D. Mich. Case No. 09-31333
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/miwb09-31333p.pdf
         See http://bankrupt.com/misc/miwb09-31333c.pdf

In Re BJM Construction, Inc.
   Bankr. D. N.J. Case No. 09-16393
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/njb09-16393.pdf

In Re Duemilla, Inc.
   Bankr. W.D. Pa. Case No. 09-21839
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/pawb09-21839.pdf

In Re Tri City Homes Inc.
   Bankr. W.D. Tenn. Case No. 09-22965
      Chapter 11 Petition filed March 17, 2009
         Filed as Pro Se

In Re j c Pohick Valley Real Estate LLC
   Bankr. E.D. Va. Case No. 09-11946
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/mdb09-11946.pdf

In Re B&D Excavating Inc.
   Bankr. W.D. Va. Case No. 09-50359
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/vawb09-50359.pdf



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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.

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