TCR_Public/090320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 20, 2009, Vol. 13, No. 78

                            Headlines


ACP AMERI-TECH: Case Summary & 20 Largest Unsecured Creditors
ALCOA INC: Moody's Assigns 'Baa3' to $575-Mil. 2014 Notes
ALERIS INT'L: Court Enters Orders on First Day Motions
ALERIS INT'L: DIP Loan Won't Alter Priority of Lenders' Liens
ALERIS INT'L: Seeks Court OK to Hire PwC as Special Accountants

ALERIS INT'L: To Employ Baker & McKenzie as Environmental Counsel
AMERICAN INT'L: Former House Speaker Opposes More Bail-Outs
AMERICAN INT'L: Names of Bonus Recipients Now with Atty. Gen.
ANDERSON HOMES: Taps Gerald Jeutter & John Northen as Counsel
ANDERSON HOMES: Wants to Use Construction Lenders Cash Collateral

ANDERSON HOMES: Wants to Assume Deals, Sell and Transfer Assets
ANDREWS CAPITAL: Voluntary Chapter 11 Case Summary
ARIZONA ASPHALT: Voluntary Chapter 11 Case Summary
ARMSTRONG FAMILY: Voluntary Chapter 11 Case Summary
ATA AIRLINES: Plan Confirmation Hearing on March 25

ATA AIRLINES: JJL Consultants Named as Creditor Trustee
ATA AIRLINES: May Settle $7 Million in Govt. Agencies' Claims
ATA AIRLINES: Gets Green Light to Hire Morten as Consultant
B&K PROPERTY INVESTMENTS: Voluntary Chapter 11 Case Summary
BARRY CLARK: Voluntary Chapter 11 Case Summary

BEST VALUE: Voluntary Chapter 11 Case Summary
BILTRITE RUBBER: Voluntary Chapter 15 Case Summary
BIOPORE INC: Voluntary Chapter 11 Case Summary
BORGWARNER INC: Moody's Cuts Ratings on Senior Notes to 'Ba1'
BOSCOV'S INC: To Present Plan Outline to Court Today

BROWN'S GRADING: Voluntary Chapter 11 Case Summary
CACTUS AND BULLARD: Case Summary & 20 Largest Unsecured Creditors
CARLOS RODRIGUEZ: Voluntary Chapter 11 Case Summary
CHAMATKAR HOSPITALITY: Voluntary Chapter 11 Case Summary
CHARLES BUCKELEW: Voluntary Chapter 11 Case Summary

CHEMTURA CORP: Chapter 11 Filing Cues Moody's Junk Rating
CHEMTURA CORP: Bankruptcy Filing Has Limited Impact on TETRA
CHEMTURA CORP: List of 50 Largest Unsecured Creditors
CHRYSLER LLC: Faces July Cash Crunch, Doubts Survival in Ch. 11
CIRCLE EAST: Voluntary Chapter 11 Case Summary

CITGO PETROLEUM: S&P Affirms Corporate Credit Rating at 'BB'
CITIGROUP INC: Senator Wants Unit's Retention Payments Blocked
CITY OF NEW ORLEANS: Moody's Affirms 'Baa3' Rating on Tax Bonds
CLARK PROPERTIES: Voluntary Chapter 11 Case Summary
CMP SUSQUEHANNA: Launches Exchange Offer to Refinance $187MM Notes

COEUR D'ALENE: Swaps $18MM in 2024, 2028 Senior Notes for Equity
CORE STATES: Voluntary Chapter 11 Case Summary
DANA HOLDING: Auction off Assets Left in Old Headquarters
DAUFUSKIE ISLAND: Closes, Lays Off Workers; Court to Name Trustee
DAVID CLARKSON: Case Summary & Six Largest Unsecured Creditors

DBSI INC: Files Schedules of Assets and Liabilities
DENNIS SPIELBAUER: Voluntary Chapter 11 Case Summary
DCNC NORTH CAROLINA: Voluntary Chapter 11 Case Summary
DELTA AIR: To Shrink 10% of Overseas Flights in September 2009
E-CON LLC: Voluntary Chapter 11 Case Summary

EAST CAMERON: Sukuk Bondholders Ask Court to Name Ch. 11 Trustee
EAST RIDGE: Voluntary Chapter 11 Case Summary
ENTRAVISION COMMUNICATIONS: S&P Affirms 'B+' Corp. Credit Rating
FAIRCHILD CORP: Wants to Obtain $23 Million DIP Facility from PNC
FANNIE MAE: Will Pay Out Up To $611,000 in Retention Bonuses

FLEETWOOD ENTERPRISES: Gets Interim OK to Use Cash Collateral
FLYING J: Big West Reduces Staff in Bakersfield
FORUM HEALTH: Schedules Filing Deadline Extended Until April 30
FREDDIE MAC: Raises Doubts About Ability to Be Profitable Again
FREDDIE MAC: Will Pay Bonuses to Keep Key Employees

FREEDOM COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'Caa3'
FRESH AIR: Voluntary Chapter 11 Case Summary
FRONTIER AIRLINES: Insists on Waiver of Matching 401(k) to Pilots
FRONTIER AIRLINES: Eyeing Investors; New Loan Has Dec. Maturity
GARY VAUGHT: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: SAAB Axes 750 Jobs, Biz Draws Interest from Rivals
GERALD MAYO: Voluntary Chapter 11 Case Summary
GHOST TOWN: Case Summary & 18 Largest Unsecured Creditors
GOOSE MARSH: Voluntary Chapter 11 Case Summary
GRAND PRIX: Voluntary Chapter 15 Case Summary

GREENBRIER HOTEL: Files Chapter 11, Sells Resort to Marriott
GREENBRIER HOTEL: Case Summary & 20 Largest Unsecured Creditors
GREYSTONE STAFFING: Voluntary Chapter 11 Case Summary
GUFFEY BROTHERS: Voluntary Chapter 11 Case Summary
HAROLD REYNOLDS: Voluntary Chapter 11 Case Summary

HENRY MORROW: Voluntary Chapter 11 Case Summary
HIGHQ BPO: Voluntary Chapter 11 Case Summary
IDEARC INC: Largest Stockholder Seeks Election as a Director
INDIANA DATA: Voluntary Chapter 11 Case Summary
INDYMAC FEDERAL: FDIC Sells Assets & Deposits to OneWest

PRECISION PARTS: Wins Nod to Sell Biz. to Lone Bidder Cerion
INTERMET CORP: Warns of Liquidation; 2 Unions Oppose CBA Changes
JACK BARRETT: Voluntary Chapter 11 Case Summary
JAMES SIMS: Voluntary Chapter 11 Case Summary
JAMSHID ASHRAFI: Voluntary Chapter 11 Case Summary

JDA LITHOGRAPHIC: Voluntary Chapter 11 Case Summary
JJTJ LLC: Voluntary Chapter 11 Case Summary
JOHNSON DAIRY: Owner Charged With Filing False Income Tax Returns
JOSE VILLELA-GUZMAN: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: Shareholder & Utility Firms Object Bankruptcy

LANDSBANKI ISLANDS: Sues Deutsche Bank for $10 Million
LIFE SCIENCES: Voluntary Chapter 11 Case Summary
LOUIS DIBERNARDO: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Attempt to Terminate BASF Appeal Bond Denied
MARINE GASKET: Voluntary Chapter 11 Case Summary

MARK MURPHY: Voluntary Chapter 11 Case Summary
MASONITE INT'L: Disclosure Statement Hearing Slated for April 17
MASONITE INT'L: U.S. Units' Enterprise Value Set at $500,000,000
MASONITE INT'L: Solicitation and Confirmation Timeline Proposed
MASONITE INT'L: Court Grants Interim OK to Use Cash Collateral

METALS USA: S&P Puts 'CCC' Senior Ratings on Negative CreditWatch
MICHAEL CONTI SR: Voluntary Chapter 11 Case Summary
MIDWAY GAMES: May Continue to Use Cash Collateral Until April 2
MONTEREY CAPITOLA: Voluntary Chapter 11 Case Summary
MORGAN & FINNEGAN: Files for Chapter 7 Liquidation

MORNING STAR: Voluntary Chapter 11 Case Summary
MTR GAMING: Liquidity Concerns Prompt Moody's Junk Rating
MYSTIC TENNIS: Operations Unaffected by Chapter 11 Filing
NC CAPITAL FACILITIES: Fitch Cuts $12.67-Mil Revenue Bonds to 'BB'
NEXSTAR GROUP: Reports Full Year 2008 Net Loss of $78.1 Million

NOBLE INT'L: Obtains $4MM in Funds from Comerica, Customers
NORTEL NETWORKS: Court Moves Schedules Filing Deadline to May 29
NORTEL NETWORKS: Sec. 341 Creditors Meeting Adjourned to April 22
NORTEL NETWORKS: Seeks Permission to Hire Huron as Consultant
NORTEL NETWORKS: Seeks to Tap Mercer as Compensation Specialist

NORTEL NETWORKS: Committee Wants Richards Layton as Counsel
NORTEL NETWORKS: In Talks to Sell Assets to Rivals
NY WATERWAY: May Have to File for Bankruptcy Protection
OWENS CORNING: Delaware Unit's 4th Quarter 2008 Summary Report
OWENS CORNING: Directors, Harbinger Disclose Equity Stake

PACIFIC PARTNERS: Voluntary Chapter 11 Case Summary
PEACH HOLDINGS: S&P Puts 'B' Counterparty Rating on WatchNeg.
PILGRIM'S PRIDE: Growers & Cities Oppose Shutdown of 3 Plants
PLAZA DE RETIRO: Voluntary Chapter 11 Case Summary
POLARIOD CORP: Ex-CEO Wants $7.2 Million Slice From Sale Proceeds

PRECISION PARTS: Wins Nod to Sell Biz. to Lone Bidder Cerion
PRIMEDIA INC: Corrects Erroneous 2008 Cash Flow Report
PRIMUS TELECOMMUNICATIONS: Chapter 11 Filing Cues Moody's D Rating
RALEIGH DURHAM: Case Summary & Two Largest Unsecured Creditors
REFCO INC: $29.4 Million Goodman Claim Reduced to $750,000

REFCO INC: Allied World Not Required to Advance Defense Costs
REFCO INC: Special Reserve Distribution Deferred Until June 30
ROCK-TENN CO: S&P Raises Issue-Level Rating One Notch to 'BB+'
ROGER SHIFFMAN: Voluntary Chapter 11 Case Summary
RONI RABIN: Voluntary Chapter 11 Case Summary

RH DONNELLEY: Approves Amendment to Severance Plan for SVP
RH DONNELLEY: Board Approves 2009 Long-Term Incentive Program
RH DONNELLEY: Delays Annual Report; In Talks With Lenders
SAMSUN LOGIX: Voluntary Chapter 15 Case Summary
SEMGROUP LP: Creditors Panel May Pursue Actions Against Kivisto

SEMGROUP LP: Producers Allege Systematic Error in Debt Schedule
SEMGROUP LP: Sunoco Sued Over Payment of Oil Sold to Semcrude
SHARPER IMAGE: Motorola to Pay $185,000 to Settle Avoidance Suit
SHARPER IMAGE: Court Approves $207,339 Settlement with Canon
SERVE HOLDINGS: Court Okays Sale of 20 Captain D's Restaurants

SIX FLAGS: S&P Downgrades Corporate Credit Rating to 'CCC'
SMOKE 05: Voluntary Chapter 11 Case Summary
SOUTHEAST BANKING: Court Confirms Trustee's Third Amended Plan
SPECTRUM BRANDS: Equity Panel Taps Allen & Co. as Bankers
STAR TRIBUNE: Workers Okay Concessionary Pact With Firm

STERLING MINING: Sec. 341(a) Meeting Scheduled for April 8
STERLING MINING: Files Schedules of Assets and Liabilities
STEVEN NOBLE: Voluntary Chapter 11 Case Summary
STUART PROPERTY: Voluntary Chapter 11 Case Summary
TALLYGENICOM LP: U.S. Court OKs Sale; German Liquidator Appeals

TALLYGENICOM AG: Voluntary Chapter 15 Case Summary
TARRAGON CORPORATION: Court Sets May 4 General Claims Bar Date
TONY CHARONDO: Voluntary Chapter 11 Case Summary
TRUCK ACQUISITION: Case Summary & 10 Largest Unsecured Creditors
TRUE TEMPER: Failure to Pay Facility Cues S&P's 'D' Rating

TRUMP ENTERTAINMENT: D. Trump Blocks Atty. Fees for Noteholders
UNIQUE PREMIUM METALS: Voluntary Chapter 11 Case Summary
VICTORIA SPROUSE: Voluntary Chapter 11 Case Summary
WAVERLY GARDENS: Can Use Lender's Cash Collateral Until June 15
WISE METALS: S&P Changes Outlook to Negative; Keeps 'CCC' Rating

WOOD TREATERS: Voluntary Chapter 11 Case Summary

* Moody's Sees High Refunding Risks for $300 Bil. in Corp. Bonds
* Nearly 15% of Hedge Funds Closed in 2008, Report Says
* Casinos Still Generating Interest from Buyers Despite Crisis

* Andrew DeNatale Rejoins Stroock's Financial Restructuring Group

* House Passes Legislation to Curb Bonuses
* Report Reveals Bailouts & Climate Change Burden Fed Superfund
* Treasury Unveils $5 Billion Auto Supplier Support Program

* BOOK REVIEW: Performance Evaluation of Hedge Funds


                            *********


ACP AMERI-TECH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ACP Ameri-Tech Holding, LLC
        dba Ameri-Tech Building Systems
        1084 State Hwy. 7 East
        Center, TX 75935

Bankruptcy Case No.: 09-90078

Chapter 11 Petition Date: March 11, 2009

Court: Eastern District of Texas (Lufkin)

Judge: Bill Parker

Debtor's Counsel: Jason R. Searcy, Esq.
                  jrspc@jrsearcylaw.com
                  PO Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399
                  Fax: (903) 757-9559

                  Patrick Kelley, Esq.
                  patkelley@icklaw.com
                  Ireland, Carroll, & Kelley
                  6101 South Broadway, Suite 500
                  Tyler, TX 75701
                  Tel: (903) 561-1600

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fabral                                           $387,142
3370 Payshare Circle
Chicago, IL 60674
Tel: (800) 477-2741

Lincoln Lumber Co.                               $224,056
PO Box 1868
Conroe, TX 77305
Tel: (936) 539-4421

Steel Building Supply                            $203,560
1154 Hwy. 7 East
Center, TX 75935
Tel: (936) 539-4421

Lengefield Lumber Co.                            $134,110

Patrick Industries Inc.                          $123,443

C&L Supply                                       $123,066

Allen Millwork Inc.                              $114,404

Pocahontas Aluminum                              $113,274

General Electric                                 $100,080

Morrison Supply                                  $90,793

Stine                                            $90,536

Grainger Inc.                                    $89,752

Loran International Sales Inc.                   $88,577

Wichita Metal Products Inc.                      $80,194

Geary Pacific Supply                             $77,285

Wildcat Electric Supply Ltd.                     $76,674

Whirlwind Steel Buildings Inc.                   $73,985

Dave Carter & Associates                         $65,596

Southern Fastening Systems Inc.                  $55,575

Captivaire Commercial Kitchen                    $54,567

The petition was signed by Ronald M. Miller, secretary and
treasurer.


ALCOA INC: Moody's Assigns 'Baa3' to $575-Mil. 2014 Notes
---------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Alcoa's
issuance of up to $575 million in convertible notes due 2014,
which are being issued under the company's well-known seasoned
issuer shelf registration (rated (P)Baa3 for senior unsecured debt
securities).  At the same time, Moody's affirmed Alcoa's Baa3
senior unsecured rating, the Baa3 rating on its senior unsecured
bank credit facility, the Ba2 preferred stock rating, the (P)Baa3
senior unsecured shelf rating, and the Prime-3 short-term rating.
The rating outlook is stable.

The Baa3 senior unsecured rating considers the relatively weak
debt protection measures, increased debt levels and leverage
ratios and negative free cash flow position of Alcoa going into a
major economic downturn.  The rating also reflects Moody's
expectations that aluminum industry conditions, end use demand,
and pricing will not evidence sufficient improvement in 2009 to
restore earnings levels or allow for the generation of free cash
flow.  "However, the recent actions announced by Alcoa, including
the approximate 82% reduction in the dividend and issuance of
equity better position the company from both a financial strength
and liquidity perspective during this difficult operating
environment" said Carol Cowan, Vice President and Senior Credit
Officer.  In addition, the further actions to reduce the company's
cost structure is expected to benefit the company over the medium
to longer term although most are unlikely to be fully realized
until 2010.  As a consequence, 2009 is still viewed as a
challenging year although the recent actions better position Alcoa
in its rating category.  The rating also considers Alcoa's leading
position in the global alumina and aluminum markets and the depth
and breadth of its operating footprint.

The stable outlook reflects Moody's view that the current actions
being undertaken by the company both financial and operational,
together with the monetization of its share in Rio Tinto, will
allow the company to significantly reduce its short-term debt
position, minimize expected cash burn in 2009 and enhance its
liquidity profile comfortably above requirements.

Assignments:

Issuer: Alcoa Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Baa3

Moody's last rating action on Alcoa was on February 13, 2009 when
the senior unsecured rating was downgraded to Baa3 from Baa1 with
a stable outlook.

Headquartered in New York City, New York, Alcoa is a leading
global producer of alumina, primary aluminum, and downstream
products.  Alcoa generated revenues of $26.9 billion in 2008.


ALERIS INT'L: Court Enters Orders on First Day Motions
------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware issued a slew of orders and amended orders
related to so-called First Day Motions filed by Aleris
International Inc. and its debtor-affiliates.

Judge Shannon authorized the Debtors to pay, up to $5,600,000, to
critical vendors who agree to continue supplying good and services
to the Debtors on the parties' customary trade terms.  The Court
authorized the Debtors to undertake appropriate efforts to cause
the Critical Vendors to enter into an agreement to continue
providing goods or services to the Debtors.

A full-text copy of the Critical Vendors Order is available for
free at http://bankrupt.com/misc/aleris_CriticalVndrsORD.pdf

Judge Shannon entered an amended order with respect to the
Debtors' request for authority to pay:

  (i) undisputed prepetition claims of certain common carriers,
      mechanic lien claimants and warehousemen who have
      possessory lien on the Debtors' assets;

(ii) certain common carrier charges to ensure timely delivery to
      customer goods in transit; and

(iii) administrative fees to third party agents to effectuate
      transportation of goods and payment to common carriers.

The Court directed the Debtors to provide to the advisors to the
Official Committee of Unsecured Creditors and the agents under
the DIP Facility, bi-weekly written reports of all payments made,
as well as reasonable and timely access to information that will
enable the advisors to monitor liens asserted, goods affected,
payments made, obligations satisfied and other actions taken
under the Carrier Charges Order.  The Court, however, prohibits
the advisors from disclosing the information to their clients.

The Committee will have at least 30 days from the payment date to
evaluate the payment and the sufficiency of the lien asserted,
Judge Shannon ruled.

The Amended Order is in response to the Committee's request for
modification to certain provisions in the previous order on
Carrier Charges Motion.

The Court authorized the Debtors, on a final basis, to pay their
foreign creditors up to $3.5 million in the aggregate.

The Debtors are permitted to pay prepetition use and property
taxes.

The Court entered a supplemental order, authorizing the Debtors
to pay employee obligations and to continue certain benefit
programs, a full-text copy of which is available for free at:

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

Prior to entry of the Supplemental Order, L. Katherine Good,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, explained that certain requests sought in the Employee
Obligations Motion were not considered at the original hearing
and thus, the need for a supplemental order.

Ms. Good has also certified that no timely objections were filed
with respect to the proposed form of the supplemental order.

                    About Aleris International

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

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

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


ALERIS INT'L: DIP Loan Won't Alter Priority of Lenders' Liens
-------------------------------------------------------------
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in
Wilmington, Delaware, counsel to Aleris International, Inc., told
the U.S. Bankruptcy Court for the District of Delaware at a
hearing on March 16, 2009, that the Debtors' $1.075 billion
postpetition secured credit facilities do not change the priority
of all or substantially all of the liens on the Debtors' assets.
According to Mr. Karotkin, the Debtors seek to roll up to about
$540 million of the proposed financing, which is roughly 45% of
the Liens.

"Because 45% is far from all or substantially all of the Liens,
any rights of [J. Aron & Company] and [TPG Partners V, L.P.] under
the Intercreditor Agreement are not triggered by the DIP Motion,"
Mr. Karotkin emphasizes.

Mr. Karotkin also adds that the roll-up portion of the DIP Credit
Facilities merely maintain the relative status quo between J.
Aron, TPG and the Debtors' Prepetition Lenders that existed
prepetition because the Prepetition Term Loan Agreement already
provides for voluntary prepayments of the Prepetition Term Loans.

As reported by the Troubled Company Reporter, the Court has
authorized the Debtors, on a final basis, to borrow under the DIP
Facilities.  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 Debtors' normal operating
and working capital requirements during its reorganization
process.

At Monday's hearing, the Debtors asked the Court to deny the
objections lodged by Babson Capital Management LLC, GSC Group,
J. Aron & Company, and TPG Partners, to the postpetition financing
request.

Mr. Karotkin said the signatories to the Second Amendment of the
Debtors' Prepetition Term Loan Agreement and Forbearance
Agreement, which includes Babson Capital and GSC, have consented
to (i) the lien priority and adequate protection delineated in the
DIP Term Sheet and ABL DIP Term Sheet, and (ii) the refinancing of
prepetition debt pursuant to the roll-up feature set forth in the
DIP Term Sheet.  Babson and GSC executed the Second Amendment on
February 10, 2009, he said.

Babson and GSC have argued that the granting of the replacement
liens to the Prepetition Lenders and the roll-up feature of the
DIP Credit Facilities is improper.

Because Babson is to receive precisely the adequate protection
that it bargained for when it entered into the Second Amendment,
Babson's objection must be overruled, Mr. Karotkin said.  He said
Babson, a sophisticated financial investor, cannot credibly allege
now that they are not adequately protected or that they were
somehow "duped" into executing the Second Amendment, after binding
itself under the Second Amendment.

The Debtors further asserted that they are not required to obtain
the consent of J. Aron or TPG with respect to the proposed priming
liens and adequate protection.

J. Aron and TPG have argued that the proposed roll-up in the DIP
Credit Facilities violates their rights under an Intercreditor
Agreement dated December 2006, as amended.  The Intercreditor
Agreement provides that any holder of Secured Hedging Obligations
will not exercise any voting or consent rights with respect to the
Collateral, provided that the consent of each Secured Hedge
Counterparty is required at all times which respect to all of
substantially all of the Liens or changes in the priority of that
holder's liens.

Representing Deutsche Bank AG, New York Branch, Oak Tree Capital
Management and Apollo ALS Holdings, LP, Jeffrey M. Schlerf, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, contends that
Babson's assertion -- that its consent to the Second Amendment
was given under duress or based on incomplete information -- rings
hollow and should be disregarded.

Deutsche Bank is the administrative agent of the Debtors'
Prepetition Credit Facilities.  Oak Tree Capital and Apollo ALS
Holdings are backstop lenders under the New Money Term Facility of
the postpetition financing facility.

                            Red Herring

Babson argued that the Debtors' and Deutsche Bank, et al.'s
argument that the Second Amendment precludes the objecting lenders
from opposing the DIP Motion is a red herring.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, told the Court that terms of the DIP facilities, as
set forth in the Second Amendment, materially differ from the
terms of those facilities that the Objecting Lenders approved.
The Debtors and Deutsche Bank ignore the fundamental principle
that a secured creditor's right to seek adequate protection for
its security under the Bankruptcy Code cannot be altered via a
contract prior to the bankruptcy filing, he said.

William Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, representing J. Aron, argued that the Intercreditor
Agreement does not take away Aron's rights, but will be triggered
should the Court decide to elevate the term loans to roll-up
loans.

The amount of collateral with respect to which the new liens are
granted an elevated priority relative to the total amount of
collateral will be used to determine if there is a change in the
priority of all or substantially all of the liens, not, as the
Debtors assert, the amount of debt secured by those liens, Mr.
Bowden said.

The Official Committee of Unsecured Creditors had said it was in
discussion with the Debtors to resolve certain informal objections
to the DIP Motion.

                    About Aleris International

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

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

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


ALERIS INT'L: Seeks Court OK to Hire PwC as Special Accountants
---------------------------------------------------------------
Aleris International Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ PricewaterhouseCoopers LLC as their special
accountants, nunc pro tunc to February 12, 2009.

In addition to performing certain international tax advisory
services, PwC has been designing a short-term cash flow
forecast on behalf of the Debtors' corporate offices in
Beachwood, Ohio, and offices of non-debtor affiliates in Koblenz,
Germany, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP,
in New York, relates.  As a result, PwC has become familiar with
the Debtors' business, financial affairs, and capital structure.

Mr. Karotkin asserts that the Debtors, their creditors and
estates would be unduly prejudiced if the Debtors are required to
employ other special accountants to help prepare the cash flow
forecast, by the time and expense required for those accountants
to become familiar with the intricacies of the Debtors' business
operations and financial situation.

As special accountants to the Debtors, PwC will:

-- further refine the Debtors' current 13-week cash flow
    forecast model and process;

-- further develop the process and procedures to assist the
    Debtors in creating sustainable short term cash forecast;
    and

-- develop recommendations and a high-level action plan to the
    Debtors to continue the evolution of the 13-week cash
    forecast process, improve its effectiveness and efficiency
    and further embed the cash forecast within the Debtors'
    processes.

For the contemplated services, the Debtors will pay PwC its
customary hourly rates:

       Professional                 Hourly Rate
       ------------                 ------------
       Partner/Managing Directors   $600 to $750
       Director/Senior Manager      $425 to $550
       Manager                      $300 to $400
       Senior Associate             $200 to $300
       Associate                    $150 to $200

The Debtors will also reimburse the firm for all reasonable and
necessary expenses incurred in connection with the
representation.

PwC and the Debtors' other professionals will undertake every
reasonable effort to avoid any duplication of their services, Mr.
Karotkin assures the Court.

John J. Klee, a partner at PricewaterhouseCoopers, in New York,
relates that the Debtors paid his firm $2,464,903 for the cash-
forecasting project, international tax advisory services, and
other tax related fees.

As of the Petition Date, the Debtors owed PwC about $32,000 in
fees associated with the international tax advisory services,
which the firm agreed to waive upon approval of the Debtors'
employment application of the firm.

Mr. Klee notes that PwC is unable to state with certainty that
every client relationship or other connection has been disclosed.
He believes, however, that his firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code, as
modified by section 1107(b) of the Bankruptcy Code.

PwC intends to file a supplemental disclosure with the Court
should additional information that has a bearing on the firm's
disinterestedness be discovered.

The Court will consider the application at a hearing on April 8,
2009.  Objections are due no later than April 1.

                    About Aleris International

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

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

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


ALERIS INT'L: To Employ Baker & McKenzie as Environmental Counsel
-----------------------------------------------------------------
Aleris International Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Baker & McKenzie, as their special counsel,
nunc pro tunc to the Petition Date, to assist them in matters
relating to environmental and international laws.

Aleris International Inc. Executive Vice President and Chief
Financial Officer Sean M. Stack says that with Baker & McKenzie's
prior and continuing general environmental and international work
for the Debtors through the Petition Date, and the firm's
extensive and longstanding knowledge of the Debtors' operations
and affairs, it is aptly qualified to serve as special counsel to
the Debtors during these Chapter 11 cases.

As special counsel, Baker & McKenzie will be:

  (a) advising the Debtors on recurring environmental compliance
      and regulatory matters arising in connection with their
      business operations;

  (b) representing the Debtors in enforcement and other
      proceedings initiated by or involving federal, state and
      local environmental authorities and other governmental
      agencies under applicable environmental laws and
      regulations;

  (c) representing the Debtors in litigation and other
      proceedings arising out of the operation of the Debtors'
      business pursuant to applicable environmental laws and
      regulations and common law;

  (d) advising the Debtors on the environmental aspects of
      corporate acquisitions and divestitures, and representing
      them with respect to contractual issues and disputes
      involving waste management and business operations;

  (e) providing the Debtors with recurring corporate and other
      counsel arising out of their international business
      operations;

  (f) consulting with the Debtors' general bankruptcy counsel,
      as needed, on issues pertaining to postpetition
      environmental and international matters; and

  (g) providing additional services within the area of
      environmental and international laws that may arise in
      connection with these Chapter 11 cases, as the Debtors'
      bankruptcy counsel and Baker & McKenzie may agree from
      time to time.

The Debtors will pay for Baker & McKenzie's services based on the
firm's customary rates for professionals involved in the
assignment:

      Professional                 Hourly Rate
      ------------                 -----------
      John W. Watson, Esq.             $535
      Steven Murawski, Esq.            $460
      Douglas Sanders, Esq.            $460
      Sasha Reyes, Esq.                $395
      Jessica Wicha, Esq.              $280

The Debtors will also reimburse the firm for actual and necessary
expenses incurred in connection with the representation.

John W. Watson, Esq., a principal at Baker & McKenzie, in Chicago,
Illinois, disclosed that as of the Petition Date, the Debtors owe
the firm about $143,402 for billed but unpaid fees and expenses
and $2,237 in unbilled and unpaid fees and expenses.

Mr. Watson assures the Court that Baker & McKenzie is a
"disinterested person," as the term is defined in Section 101
(14) of the Bankruptcy Code, as modified by Section 1107(b).

The Court will convene a hearing on April 8, 2009, to consider
the application.  Written objections must be filed no later than
April 1 at 4:00 p.m.

                    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 INT'L: Former House Speaker Opposes More Bail-Outs
-----------------------------------------------------------
Newt Gingrich, the former Speaker of the House, said that the only
options for American International Group is receivership or
bankruptcy and that it shouldn't be allowed to choose more
bailouts from the taxpayers.

Mr. Gingrich called on the Obama administration to abandon the
strategy of bailing out failing companies, and instead insist that
companies choose bankruptcy or receivership as the only way to
restore a sense of order and fairness to the economic system.
This includes AIG, which reports suggest is going to need another
bailout even while rewarding its executives $165 million in
bonuses.

Mr. Gingrich said, "The cure for our outrage is not merely, as
President Obama is demanding, that AIG be prevented from paying
its executives... Nor is it acceptable to ask Americans to keep
throwing their tax dollars at failed companies and their leaders.
The answer is an old fashioned one: AIG should choose between
receivership or bankruptcy."

"Thanks to the Bush-Obama-Geithner policy of bailing out failing
companies, we now have the worst of all possible scenarios: A
taxpayer subsidized, government supervised private company; an
unsustainable public/private hybrid that is too public to make its
own decisions and too private to be responsible to the taxpayers
that are keeping it alive.  Outrages like the fat cat bonuses
currently dominating the headlines will only continue as long as
the rule of politicians supplants the rule of law on Wall Street.
Bankruptcy would replace the rule of politicians over U.S.
financial institutions with the rule of law," Mr. Gingrich stated.

                   About American International

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

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

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

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

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

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

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

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


AMERICAN INT'L: Names of Bonus Recipients Now with Atty. Gen.
-------------------------------------------------------------
Liz Rappaport at The Wall Street Journal reports that New York
Attorney General Andrew Cuomo said that he has received from
American International Group the list of workers who received
retention bonuses.

According to WSJ, Mr. Cuomo won't disclose the names of the
workers at this time.  WSJ relates that Mr. Cuomo decided to
conduct a review of the security risks before releasing any
individual's name.

WSJ states that Mr. Cuomo had subpoenaed AIG on Monday requesting
the names of the bonus recipients and information surrounding the
bonus contracts.  Mr. Cuomo threatened on Wednesday to go to court
if he didn't receive the names, according to the report.

Mr. Cuomo said that he will work with AIG over the next few days
to determine which workers received payments and which have not
returned their bonus money, WSJ relates.

As reported by the Troubled Company Reporter on March 19, 2009,
AIG CEO Edward Liddy called on AIG Financial Products employees
who received retention payments of $100,000 or more to return at
least half of those payments.

           Timothy Geithner Criticized Over Bonuses

Deborah Solomon at WSJ relates that lawmakers have questioned why
Treasury Secretary Timothy Geithner didn't do more to block the
bonus payments.  Two Republicans asked him to resign, WSJ says.

WSJ notes that Mr. Geithner has been operating with a skeleton
crew of advisers and has:

     -- launched a new bank-bailout plan, including "stress
        tests" for the nation's largest banks;

     -- rolled out an effort to assist troubled homeowners; and

     -- launched a plan to boost the availability of consumer
        loans.

WSJ says that Mr. Geithner didn't stop the AIG bonus payments, but
he slashed hundreds of millions of dollars in additional payments.

Mr. Geithner, WSJ states, was one of the original architects of
the AIG rescue while he was president of the Federal Reserve Bank
of New York.  According to the report, the New York Fed has had
primary oversight of AIG and has been involved in several
revisions of the bailout, which now includes a $173 billion loan.

According to WSJ, President Barack Obama expressed support for Mr.
Geithner, saying that the Treasury secretary is dealing with more
crises early on than any of his predecessors.  The report quoted
President Obama as saying, "He is making all the right moves in
terms of playing a bad hand."  The report states that President
Obama took ultimate responsibility for the bonus flap.

WSJ reports that administration officials said that they didn't
have enough time to deal with bonuses before AIG was required to
pay them on March 15.  Mr. Geithner learned of the payments on
March 10, a few days after the Treasury lent another $30 billion
to AIG, WSJ states, citing the officials.

Mr. Geithner, WSJ notes, asked Mr. Liddy to determine whether the
bonuses could be canceled and had government lawyers study it.
Mr. Liddy and the government agreed they were contractual
obligations, according to WSJ.  Mr. Geithner then decided there
was nothing he could do to stop the bonuses, but demanded that Mr.
Liddy cancel or curtail additional payouts, WSJ relates.

      Nancy Pelosi Blames Ben Bernanke for AIG's Bonuses

Corey Boles at WSJ relates that House of Representatives Speaker
Rep. Nancy Pelosi has blamed Federal Reserve Board Chairperson Ben
Bernanke for AIG executives getting $165 million in bonuses at
taxpayer expense.

According to WSJ, Rep. Pelosi said during a press conference on
Thursday that it was the Federal Reserve that initially provided
financial aid to AIG in September, with little involvement from
the congress.  The report quoted Rep. Pelosi as saying, "The
announcement was made by the chairman of the Fed [it] would be
making this big infusion of cash into AIG without any prior
notification to us.  We didn't even know [the Fed] had that kind
of money . . . That's when it all started."

The Bush administration resisted in 2008 any attempts to include
executive compensation in the initial legislation creating the
Troubled Asset Relief Program, WSJ relates, citing Rep. Pelosi.

WSJ notes that Rep. Pelosi wanted to separate House Democrats from
any responsibility for the bonus fiasco.  According to the report,
Rep. Pelosi said that the House Democrats were never involved in
the talks in the "watering down of the compensation language" in
the economic stimulus bill, as it was a matter between the Obama
administration and Sen. Christopher Dodd, the chairman of the
Senate Banking Committee.

WSJ relates that a Senate version of the legislation included
three amendments that would place limits on executive compensation
at companies receiving the TARP funds.  WSJ notes that in the
last-minute talks on the day the final version of the legislation
was agreed to between House and Senate lawmakers, the compensation
language was altered.  WSJ states that the House passed
legislation in January 2009 that would have imposed significant
limits on financial firms getting taxpayer money, but the Senate
never took up the legislation.  The Obama administration, says
WSJ, pledged to attach similar restrictions on companies as a
condition of Congress releasing the second
$350 billion of the TARP money to the Treasury Dept.

           House Passes Legislation to Curb Bonuses

Greg Hitt and Aaron Lucchetti at WSJ report that the House has
passed legislation that would restrict bonuses this year, imposing
a 90% surtax on workers who earn more than $250,000 at firms that
get at least $5 billion from the government's financial rescue
program.

As reported by the Troubled Company Reporter on March 18, 2009,
AIG planned to pay about $450 million in bonuses to workers at its
financial products unit.  The unit caused AIG massive losses and
was mainly responsible for the Company's collapse in 2008.  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.

WSJ relates that the bonus tax would be retroactive to
December 31, 2008, if the Senate approves it and signed it into
law.

WSJ says that these banks each received more than $5 billion from
the government's Troubled Asset Relief Plan:

     -- Citigroup Inc.,
     -- J.P. Morgan Chase & Co.,
     -- Wells Fargo & Co.,
     -- Bank of America Corp.,
     -- Goldman Sachs Group Inc.,
     -- Morgan Stanley,
     -- PNC Financial Services Group Inc., and
     -- US Bancorp.

According to WSJ, the House bill also would be implemented on the
Fannie Mae and Freddie Mac.

WSJ relates that the Senate will also craft a bill that would tax
a larger number of workers and companies.  The bill, says the
report, would impose a 70% surtax on most bonuses, with half paid
by employees and half by firms.

WSJ quoted Sen. Charles Grassley as saying, "Using bailout dollars
for bonuses after companies have been run into the ground adds
insult to injury against taxpayers."

Bankruptcy Law360 relates that AIG has argued that its failure
could shake the global economic system to its core and so far, the
federal government has obliged, granting the Company bailout
funds.  Some legal experts are beginning to rethink whether AIG
really is "too big to fail", the report states.

                   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: Taps Gerald Jeutter & John Northen as Counsel
-------------------------------------------------------------
Anderson Homes, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of North Carolina for
authority to employ (i) the law firm of Gerald A. Jeutter, Jr.,
Attorney at Law, P.A., and (ii) John A. Northen and the firm
Northen Blue, L.L.P. as bankruptcy attorneys.

The firms of Messrs. Jeutter and Northen will:

   a) advise the Debtors with respect to its duties and rights in
      the Chapter 11 cases;

   b) assist the Debtors in the operation of the business, the
      ability and means by which some or all of its assets could
      be refinanced or liquidated to generate cash for the
      payment of the claims as may be allowed in these
      proceedings and any other matter relevant to the cases or
      to the formulation of a Plan;

   c) assist the Debtors in the preparation and filing of all
      necessary schedules, statements of financial affairs,
      reports, a disclosure statement, and a Plan;

   d) assist the Debtors in the examination and analysis of the
      conduct of the Debtors' affairs and the causes of
      insolvency;

   e) assist and advise the Debtors with regard to communications
      to the general creditor body regarding any matters of
      general interest and any proposed Plan of Reorganization;

   f) prepare, review or analyze all applications, orders,
      statements of operations, and schedules filed with the
      Court by the Debtors or other third parties, advise the
      Debtors as to their propriety, and after approval by the
      Debtors, consent to orders; and

   g) perform other legal services as may be required and in the
      interest of the Debtors, including but not limited to the
      commencement and pursuit of the adversary proceedings as
      may be authorized, and the removal and and pursuit of the
      civil actions as may be pending as of the petition date.

The Debtors relate that Messrs. Jeutter and Northen will manage
and apportion the legal services so as to minimize any duplication
or unnecessary expense.

The law firm of Mr. Jeutter received a sum of $18,500 fro services
rendered prior to the petition date.  The firm also received a
$36,500 retainer for postpetition fees.  The retainer is held in
co-counsel's trust account as security for postpetition fees and
expenses.

Prior to the petition date, Mr. Northen's firm was paid a sum of
$9,731 for services rendered.  At the time of the filing, the firm
maintained a trust account balance/retainer for the benefit of the
Debtors in the amount of $30,269.

Messrs. Jeutter and Northen assure the Court that each of their
firms are "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Mr. Jeutter can be reached at:

     The law firm of Gerald A. Jeutter, Jr., Attorney at Law, PA
     615 Oberlin Road
     P.O. Box 12585
     Raleigh, North Carolina 27605
     Tel: (919) 334-6631
     Fax: (919) 833-9793

Mr. Northen can be reached at:

    P.O. Box 2208
    Chapel Hill, NC 27515
    Tel: (919) 638-4441
    Fax: (919) 942-6603

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shereholder is David Servoss, who is also
the president. AHI has built homes and developed neighborhoods in
the Research triangle region, and in the year 2008 built over 300
homes, and has had sales revenue in excess of $60,000,000

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.


ANDERSON HOMES: Wants to Use Construction Lenders Cash Collateral
-----------------------------------------------------------------
Anderson Homes, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of North Carolina for
authority to:

   a) use of cash collateral securing the repayment of the loan
      from the construction lenders; and

   b) provide the construction lenders with adequate protection.

The Debtors own, construct improvements on, and sell (i) single-
family houses and town homes in subdivisions known and referred to
as Edgewater, Bridgewater, Bridgewater West, Cobblestone, Haw
Village, Ridgefield, Amberlynn Valley, Cane Creek, Muirfield
Village, Pine Valley, Quail Meadows, Thornton Commons Place,
Willow Ridge, Creekside at Landon Farms, Keystone Crossing,
Sterling Ridge, Jeffries Creek, Briar Chapel, and Vilas at Forest
Hills; and (ii) condominiums known as Blount Street Commons.

The net proceeds from the sale and transfer of the sale properties
constitute the cash collateral.  The sale properties are subject
to liens in favor of construction lenders, in each instance
securing indebtedness which in the aggregate is greater blanket
deeds of trust which secure than the value of the individual
property, either by means of the promissory notes without
allocation among particular properties or by means of trust which
are expressly cross-collateralized.

In relation to the acquisition and development of the sale
properties, the Debtors arranged financing with a number of
lenders, each of whom hold deeds of trust to secure the funds
advanced to complete the improvements.  The construction lenders
holding liens on certain sale properties are:

   a. Bank of America is owed approximately $253,000 pursuant to
      a loan agreement which reduced the line of credit to the
      amount, secured by first mortgage liens upon two properties
      having an aggregate value of approximately $355,000.

   b. Capital Bank is owed approximately $2.6 million pursuant to
      a non-revolving line of credit in the amount of
      $6.0 million, secured by first mortgage liens upon
      properties known as the Blount Street Commons condominium
      project, having an aggregate present value of approximately
      $3.5 million.

   c. KeySource Bank is owed approximately $1.1 million pursuant
      to a promissory note in the amount of $2.5 million, secured
      by first mortgage liens upon a number of properties in
      Bridgewater, Cobblestone, Edgewater, and Haw Village having
      an aggregate value of approximately $1.3 million.

   d. Paragon Commercial Bank is owed approximately $4.3 million
      pursuant to (i) an A&D revolving line of credit in the
      amount of $3.8 million; (ii) an A&D non-revolving line of
      credit in the amount of $1.3 million, and (iii) a Guidance
      line of credit in the amount of $5.0 million, all secured
      by first mortgage liens upon a number of properties in
      Briar Chapel, Bridgewater and Bridgewater West, having an
      aggregate value of approximately $6.3 million.

   e. RBC Centura Ban is owed approximately $2.0 million pursuant
      to (i) a residential construction line of credit in the
      amount of $5.0 million and (ii) promissory notes in the
      amounts of  $302,432, $104,250, $228,750, $915,000,
      $1.0 million, and $101,550, all secured by first mortgage
      liens upon a number of properties in Cobblestone,
      Ridgefield, and Vilas at Forest Hills, having an aggregate
      value of approximately $2.4 million.

   f. Regions Bank is owed approximately $4.9 million pursuant to
      a builder line of credit in the amount of $15.0 million,
      secured by first mortgage liens properties in Amberlynn
      Valley, Bridgewater, Cane Creek, upon a number of
      Cobblestone, Edgewater, Haw Village, Muirfield Village,
      Pine Valley, Quail Meadows, Thornton Commons, and Willow
      Ridge, having an aggregate value of approximately
      $5.8 million.

   g. Wachovia Bank is owed approximately $4.8 million pursuant
      to a construction line of credit in the amount of
      $8.5 million secured by first mortgage liens upon a number
      of properties in Amberlynn Valley, Briar Chapel, Creekside
      at Landon Farms, Keystone Crossing, Edgewater, Quail
      Meadows, Ridgefield, and Sterling Ridge, having an
      aggregate value of approximately $5.5 million.

In addition, certain secured creditors holding deeds of trust on
certain sale properties are:

   a. James D. Goldston and William Goldston are owed
      approximately $568,000 pursuant to a promissory note
      secured by a second mortgage lien upon a number of
      properties in Bridgewater and Bridgewater West, having an
      aggregate value of approximately $3 million, subject to the
      prior lien of Paragon.

   b. Stock Building Supply, Inc. is the holder of a promissory
      note, loan agreement, and several deeds of trust recorded
      with 90 days prepetition to secure antecedent debt in the
      stated amount of $1.5 million.  In many but not all
      instances, the Stock deed of trust is junior to liens of
      one or more of construction lenders.  The Stock deed of
      trust is subject to bona fide dispute, avoidance and
      preservation for the benefit of the estate.

In a separate motion, the Debtors have sought an order (i)
approving the assumption of certain sale contracts, (ii)
authorizing the Debtors to convey certain properties and pay
certain closing costs, including broker's commissions, from the
sale proceeds, and (iii) transferring all actual or potential
liens to the proceeds of the sales.

The Debtors will need to receive and use the proceeds of sales to
pay on-going costs of operating, insuring, preserving, and
protecting the business and property of the estate.

Debtors offer to provide each of the construction lenders with
adequate protection for the use of their cash collateral as:

   a. The Debtors will pay the construction lenders interest
      accruing post-petition on the outstanding indebtedness at
      the contract rate, monthly in arrears.

   b. At each closing of a sale property, apply the gross sale
      proceeds to (i) the payment of ordinary and customary
      closing costs and, where applicable, a  broker's commission
      if the sale was co-brokered through a third-party; (ii)
      payment of or reimbursement for any post-petition costs to
      complete the improvements on the property; and (iii)
      payment of in-house sales commissions.

   c. The remaining proceeds will be disbursed (i) as adequate
      protection payments to each of the construction lenders
      upon closing of a sale property which is subject to their
      first priority lien, an amount equal to 75% of the net sale
      proceeds; and (ii) to the Debtors, an amount equal to 25%
      of the net sale proceeds.

   d. The Debtors will limit the use of cash collateral as
      projected in the Budget, pending further orders of the
      Court after notice and hearing.

   e. The Debtors will provide the construction lenders with a
      continuing post-petition lien and security interest in the
      Adequate Protection Lots, and the proceeds thereof,
      equivalent to a lien granted, but (i) only to the extent of
      cash collateral used and (ii) only to the extent the use of
      cash collateral, after application of the proceeds of the
      replacement collateral, results in a decrease in the value
      of the entity's interest in the property.  The validity,
      enforceabilty, and perfection of the post-petition liens on
      the Post-Petition Collateral will not depend upon filing,
      recording, or any other act required under applicable
      state or federal law, rule, or regulation.

   f. The Debtors will provide the construction lenders with an
      administrative expense claim to the extent the use of cash
      collateral, after application of the proceeds the Post-
      Petition Collateral, results in a decrease in the value of
      the proceeds of entity's interest in the property.

   g. The Debtors will provide the construction lenders with (i)
      financial reports for the Debtors in form and frequency
      reasonably acceptable to the Debtors and the construction
      lenders.

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shereholder is David Servoss, who is also
the president. AHI has built homes and developed neighborhoods in
the Research triangle region, and in the year 2008 built over 300
homes, and has had sales revenue in excess of $60,000,000

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.


ANDERSON HOMES: Wants to Assume Deals, Sell and Transfer Assets
---------------------------------------------------------------
Anderson Homes, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of North Carolina for
authority to:

   (i) assume certain sale contracts;

  (ii) sell, transfer and convey certain properties and pay
       certain closing costs, seller concessions and, where
       applicable, a broker's commissions, if the sale was co-
       brokered through a third-party; and

(iii) transfer all liens, claims or interests of any creditor or
       other party in interest to the sale proceeds.

The Debtors relate that each of the sale contracts was negotiated
in good faith and at arm's length, entered into prepetition, and
reflects a sale of the property for full, fair and adequate
consideration.  Assumption of the sale contracts is within the
Debtors' sound business judgment and in the best interest of the
estate.

The Debtors propose to sell, free and clear of liens, claims,
interests and encumbrances (i) single-family houses and town homes
in subdivisions known and referred to as Edgewater, Bridgewater,
Bridgewater West, Cobblestone, Haw Village, Ridgefield, Amberlynn
Valley, Cane Creek, Muirfield Village, Pine Valley, Quail Meadows,
Thornton Commons Place, Willow Ridge, Creekside at Landon Farms,
Keystone Crossing, Sterling Ridge, Jeffries Creek, Briar Chapel,
and Vilas at Forest Hills; and (ii) condominiums known as Blount
Street Commons.

In relation to the acquisition and development of the sale
properties, the Debtors arranged financing with a number of
lenders, each of whom hold deeds of trust to secure the funds
advanced to complete the improvements.  the construction lenders
holding liens on certain sale properties include (a) Bank of
America (b) Capital Bank; (c) KeySource Bank; (d) Paragon
Commercial Bank; (e) RBC Centura Bank; (f) Regions Bank; and (g)
Wachovia Bank.

In addition, certain secured creditors holding deeds of trust on
certain sale properties include (a) James D. Goldston and William
Goldston; and (b) Stock Building Supply, Inc.

The Debtors relate that none of the construction Lenders object to
the proposed sales.

The Debtors add that the transfer of all liens to proceeds will
enable the Debtors to convey clear title and preserve the value of
the sale properties for the benefit of the Debtors' estates.  No
creditors are harmed by the transfer of their claims, liens or
interests to the proceeds of sale.

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shereholder is David Servoss, who is also
the president. AHI has built homes and developed neighborhoods in
the Research triangle region, and in the year 2008 built over 300
homes, and has had sales revenue in excess of $60,000,000

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.


ANDREWS CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Andrews Capital Holding Corp.
        1511 E Commercial Blvd. #61
        Ft. Lauderdale, FL 33334

Bankruptcy Case No.: 09-14456

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: David W. Langley, Esq.
                  8551 W Sunrise Blvd #303
                  Fort Lauderdale, FL 33322
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451
                  Email: dave@flalawyer.com

Total Assets: $800,000

Total Debts: $3,836,408

The petition was signed by Jayson R. Oneschuk, president of the
company.

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

             http://bankrupt.com/misc/flsb09-14456.pdf


ARIZONA ASPHALT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Arizona Asphalt, Inc.
        430 W. Warner Rd., Ste 119
        Tempe, AZ 85284

Bankruptcy Case No.: 09-04308

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
           District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Nathan E. Carr, Esq.
                  The Law Office of Nathan E. Carr
                  1830 S Alma School Rd #104
                  Mesa, AZ 85210
                  Tel: 480-278-1278
                  Email: natecarrlaw@yahoo.com

Total/Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/azb09-bk-04308.pdf

The petition was signed by Charles G. Herbert, president of the
company.


ARMSTRONG FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Armstrong Family Limited Partnership
        220 Station Road
        Auburn, ME 04210

Bankruptcy Case No.: 09-20320

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Auto Center                                        09-20321

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: D. Sam Anderson, Esq.
                  Bernstein Shur Sawyer & Nelson
                  100 Middle St., West Tower
                  Portland, ME 04101
                  Tel: (207) 774-1200
                  Fax: (207) 774-1127
                  Email: sanderson@bernsteinshur.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors, together with its petition.

The petition was signed by Robert Armstrong, a Partner at the
company.


ATA AIRLINES: Plan Confirmation Hearing on March 25
---------------------------------------------------
Counsel for ATA Airlines, Inc., Terry E. Hall, Esq., at Baker &
Daniels LLP, in Indianapolis, Indiana, notifies parties-in-
interest that the hearing to consider confirmation of the
Debtor's First Amended Chapter 11 Plan scheduled for March 25,
2009, will start at 3:00 p.m., and will take place at:

  Indiana University School of Law
  211 S. Indiana Avenue
  Bloomington, Indiana 47405

The telephonic dial-in number for the Plan Confirmation Hearing
is 1-866-499-9766, passcode: 7013697, followed by the pound ("#")
key, Ms. Hall says.

Parties have until March 19, 2009, to file objections to Plan
Confirmation.  Voting Classes also have until March 19 to vote on
whether to accept or reject the Plan.

Under the Plan, ATA Airlines proposes to pay unsecured creditors
about 1.3 percent of their claims totaling almost $420 million
while it proposed to pay secured creditors about 13.9 percent of
their claims totaling $365 million.  Secured creditors agreed to
share proceeds from potential lawsuits against suppliers that
could yield as much as $12.2 million in damages under the
proposed plan.

ATA Airlines filed its proposed plan barely two weeks after the
bid proposal of Southwest Airlines to purchase the Debtor's
assets, including its takeoff and landing slots at LaGuardia
Airport in New York, for $7.5 million was approved.  The sale
can't go through until a final plan is confirmed.

             ATA Files Purchase Agreement, Et Al.

Pursuant to the Court's order approving its First Amended
Disclosure Statement, ATA Airlines filed with the U.S. Bankruptcy
Court for the Southern District of Indiana a copy of its purchase
agreement with Southwest.

The 14-page purchase agreement provides the terms and conditions
governing the sale of ATA Airlines' assets to Southwest Airlines,
including its takeoff and landing slots at LaGuardia Airport in
New York.  A copy of the purchase agreement is available for free
at: http://bankrupt.com/misc/ATAPurchaseContract.pdf

Pursuant to the Disclosure Statement Order, ATA Airlines also
filed a notice of claims register for its employees who are
members of the Association of Flight Attendants-CWA, Air Line
Pilots Association, Aircraft Mechanics Fraternal Association,
International Association of Machinists and AeroSpace Workers,
Transport Workers Union of America and those employees not
affiliated with the labor unions.  A copy of the employee claims
register is available for free at:

  http://bankrupt.com/misc/AFAClaimRegister.pdf
  http://bankrupt.com/misc/ALPAClaimRegister.pdf
  http://bankrupt.com/misc/AMFAClaimRegister.pdf
  http://bankrupt.com/misc/BatmanClaimRegister.pdf
  http://bankrupt.com/misc/IAMClaimRegister.pdf
  http://bankrupt.com/misc/TWUClaimRegister.pdf

ATA Airlines also submitted a notice of filing of schedule of
assumed executory contracts, disclosing that it is not assuming
any executory contracts under its Plan.

Southwest Airlines' bid proposal initially requires ATA Airlines
to have its Chapter 11 plan confirmed by the Court by March 2,
2009.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: JJL Consultants Named as Creditor Trustee
-------------------------------------------------------
Pursuant to ATA Airlines Inc.'s First Amended Chapter 11 Plan,
the Official Committee of Unsecured Creditors, Kevin Batman, the
Air Line Pilots Association and four other labor unions
designated JJL Consultants Inc. as Unsecured Creditor Trustee.

JJL will serve as the trustee of the Unsecured Creditors Trust,
which will be established under the Plan to provide a mechanism
for the liquidation of the $2.5 million in unsecured settlement
fund, net proceeds from the recovery of preference actions and
other assets.

JJL's engagement will be governed by these terms:

  (1) JLL would serve as Trustee at a monthly fee of $10,000 for
      the first year, $7,500 per month for months 13 to 18,
      $5,000 for months 19 to 24, with further compensation to
      be subject to negotiation with the Oversight Committee
      proposed for the Trust, plus reimbursement for reasonable
      and necessary expenses in connection with the engagement.

  (2) JLL would be responsible for managing and overseeing the
      claims reconciliation and objection process, with final
      say on settlements, unless otherwise provided for in
      either the Plan or the Trust document.

  (3) JLL would (i) retain Hostetler & Kowalik, P.C., as local
      counsel to file any objections regarding claims at its
      usual hourly rate, and Otterbourg Houston Steindler &
      Rosen PC at its usual hourly rate for any Trust matters
      the Trustee deems appropriate; and (ii) be authorized to
      also retain a financial advisor to assist with functions
      of the trust, including the preparation and filing of
      periodic reports as may be required by the Plan or Trust
      document, and tax returns for the Trust.

  (4) JLL would be responsible for making distributions from the
      Trust to holders of allowed claims as provided for in the
      Plan or Trust document.

  (5) JLL will be authorized to pursue avoidance and other
      Chapter 5 actions as authorized by the Plan or Trust
      document.  As to preference avoidance matters, JLL would
      be entitled to a contingent fee for actual recoveries to
      be paid from preference avoidance recoveries:

        * on matter of less than $50,000 -- 15 % of gross
          recovery

        * on matters settled at $50,001 to $500,000 -- 10% of
          gross recovery

        * on matters settled for greater than $500,000 -- 5% of
          gross recovery and an additional 15% of the
          distributive percentage of allowed claims based on
          claims reductions and waivers of claims 502(h) claims.

  (6) If litigation is commenced on any avoidance actions, then,
      in addition to the continent fees to be paid to H&K as
      counsel, JLL will be ent1tled to 2 1/2% of any actual
      recovery to be paid from preference avoidance recoveries
      and an additional 2 1/2% of the distributive percentage of
      allowed claims based on claims reductions and waivers of
      502(h) claims.

  (7) H&K will be retained by the Trust to file all objections
      to claims that may be necessary in the case, at its usual
      hourly rate.

  (8) H&K will be retained by the Trust to prosecute litigation
      for preference avoidance actions on these bases:

        * H&K would receive a non-contingent suit fee of $750
          for each action filed, to be credited against actual
          recoveries.

        * H&K would be entitled to a contingent fee of 22.5% of
          any actual recovery between $0 and $25,000; 17.5% on
          recoveries between $25,001 and $500,000; and 12.5%
          on recoveries greater than $500,000; to be paid from
          preference avoidance recoveries and an additional
          12.5% of the distributive percentage of allowed claims
          based on claims reductions and waivers of 502(h)
          claims.

        * For cases settled within four weeks of trial or
          matters tried, H&K would receive a contingent fee of
          27.5% on gross recoveries of less than $50,000; 22.5%
          on recoveries between $25,001 and $500,000; and 17.5%
          on recoveries over $500,000, to be paid from
          preference avoidance recoveries and an additional
          12.5% of the distributive percentage of allowed claims
          based on claims reductions and waivers of 502(h)
          claims.

        * H&K would also be entitled to reimbursement for
          ordinary and reasonable expenses incurred in
          connection with both the claims process and preference
          avoidance actions.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: May Settle $7 Million in Govt. Agencies' Claims
-------------------------------------------------------------
ATA Airlines Inc. sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to execute
its settlement agreement with five government agencies.

The agreement permits ATA Airlines to settle more than $7 million
of claims filed against it by the Department of Defense, Federal
Aviation Administration, Department of Agriculture, Department of
Homeland Security and Transportation Security Administration, and
the Customs and Border Protection.  The claims were filed on
account of civil penalties, unpaid aircraft support services,
aviation security infrastructure fees, and customs inspection
charges, among other things.

Under the court-approved settlement deal, an allowed secured
claim of:

  * $5,891,876 will be granted to the Department of Defense;
  * $1,121,168 to the Department of Homeland Security;
  * $190,129 to the Federal Aviation Administration;
  * $29,757 to the CBP; and
  * $90,604 to the Department of Agriculture.

Any and all other claims of the agencies will be disallowed in
their entirety, except for certain unliquidated claims asserted
by the CBP or scheduled by ATA Airlines on behalf of the agency.
Once liquidated, CBP's claims will be satisfied solely from the
proceeds of any surety bonds posted by ATA Airlines to satisfy
those claims.  Neither the airline nor its bankruptcy estate will
be liable for the payment of those claims.

Under the deal, the government agencies are authorized to set off
or recoup the allowed secured claims against the $11,576,107 they
owe to ATA Airlines, and pay the airline a net sum of $4,252,571.

The Court, however, held that the approval of the settlement deal
does not constitute a release, waiver or other limitation on any
preference claim that may exist against the government agencies.
The Court also held that the approval does not constitute a
release, waiver or other limitation on the part of the government
agencies regarding any defense to the preference claim, provided
that the amounts set-off by the agencies pursuant to its order
should not be avoidable or subject to disgorgement.

                  Creditors Committee Objects

Prior to the approval, the Official Committee of Unsecured
Creditors objected to the settlement, saying that ATA Airlines
failed to address the propriety of the "preference actions
waiver" and the value of any preference claims being released.

"On its face, the Motion appears to trade away unfairly the
general unsecured creditors' bargained-for rights to
distributions from preference recoveries in exchange for release
of cash to the estate that (a) will not benefit the general
unsecured creditors; and (b) it appears the Debtor would be
entitled to even absent the grant of releases of the Preference
Actions," said Jeffrey A. Hokanson, Esq., at Hostetler & Kowalik,
P.C., in Indianapolis, Indiana.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: Gets Green Light to Hire Morten as Consultant
-----------------------------------------------------------
ATA Airlines Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Indiana to employ
Morten Beyer & Agnew as its consultant effective Feb. 11, 2009.

The airline tapped the services of Morten, a global aviation
consulting firm, in connection with the civil lawsuit it filed
against Federal Express Corporation.

To recall, ATA Airlines filed the lawsuit after FedEx, which
leads a team of airline conducting military charter flights,
booted the airline out of the group early last year in alleged
violation of their 2006 contract.  The lawsuit seeks $180,000,000
in damages.

Attorney for ATA Airlines, Terry Hall, Esq., at Baker & Daniels
LLP, in Indianapolis, Indiana, said that Morten Beyer has an
"excellent reputation for providing high quality services and
expert testimony regarding the aviation industry."

Ms. Hall said that the firm's knowledge of the aviation industry
including the Air Mobility Command and Civil Reserve Air Fleet
programs where ATA Airlines previously participated in as part of
the team, will be important in assisting the airline in the
lawsuit.

Morten Beyer's personnel will be paid for their consulting
services at these hourly rates:

    Principal                           $400
    COO/Senior Vice-President           $350
    Vice-President/Senior Associate/
       Managing Director                $275
    Director/Associate                  $200
    Manager/Associate                   $160
    Analyst                             $115
    Administrative                       $88

The current customary hourly rates for the firm's personnel
providing testimonies during deposition, among other things, are:

    Principal                           $450
    COO/Senior Vice-President           $400
    Managing Director/Vice-President/
       Senior Associate                 $400
    All other Staff                     $325

Morten Beyer, however, requested that those rates be revised to
the rates that are in effect at the time the services are
rendered, according to Ms. Hall.  She further said that Morten
Beyer will also be reimbursed of any expenses incurred in
connection with its employment.

Robert Agnew, a principal at Morten Beyer, assured the Court that
his firm does not hold or represent interest adverse to the
interest of ATA Airlines' estate.  He says that the firm is a
"disinterested person" under section 101(14) of the Bankruptcy
Code.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


B&K PROPERTY INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: B & K Property Investments, Inc.
        P.O. Box 259
        Waynesville, MO 65583

Bankruptcy Case No.: 09-60477

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Debtor's Counsel: M. Brent Hendrix, Esq.
                  P.O. Box 3373
                  Springfield, MO 65808
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  Email: brenthendrix@sbcglobal.net

Estimated Assets: $0 to $50,000

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

The petition was signed by Michael Liebig, CFO of the company.

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

             http://bankrupt.com/misc/mowb09-60477.pdf


BARRY CLARK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Barry Gene Clark
        dba Joe Clark Residential Care Home
        P.O. Box E
        Nevada, MO 64772

Bankruptcy Case No.: 09-30199

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Debtor's Counsel: J. Kevin Checkett, Esq.
                  Checkett & Pauly
                  P.O. Box 409
                  Carthage, MO 64836
                  Tel: 417-358-4049
                  Fax : 417-358-6341
                  Email: maw@cp-law.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bryan Cave                     Legal Services    $889.52
C/O James Lawrence
One Kansas City Place
1200 Main Street, Ste. 3500
Kansas City, MO 64105-2100

Medical Business Bureau        Collection for    $413.87
1175 Devin Drive, Ste. 173     Apogee Medical
Muskegon, MI 49441             Group

St. Johns Hospital             Medical           $177.23
2727 McClelland Blvd.
Joplin, MO 64804

St. Joseph Medical Center      Medical           $1,971.64
1000 Carondelet Drive
Kansas City, MO 64114

Sunbelt Fire Protection        Sprinkler system  $25,525.00
7924 E. 15th Street
Tulsa, OK 74112

The petition was signed by Barry Gene Clark.


BEST VALUE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Best Value, Inc.
        P.O. Box 947
        Postville, IA 52162
        Tel: (563) 864-6090

Bankruptcy Case No.: 09-00591

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Northern District of Iowa (Dubuque)

Company Description: The debtor is a trucking operator.

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  Bradshaw, Flowler, Proctor & Fairgrave
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  Email: goetz.jeffrey@bradshawlaw.com

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

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

The petition was signed by Candy Seibert, general manager of the
company.

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


BILTRITE RUBBER: Voluntary Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: RSM Richter Inc.
                       Allen & Overy LLP
                       1221 Avenue of the Americas
                       New York, NY 10020

Chapter 15 Debtor: Biltrite Rubber (1984) Inc.
                   170 North Queen Street
                   Toronto Ontario Canada M9C1A8

Chapter 15 Case No.: 09-31423

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Biltrite Rubber, Inc.                              09-31425

Type of Business: The Debtors engage in custom rubber mixing and
                  compounding market with manufacturing facilities
                  located in Canada and the United States.

                  See: http://www.biltriteindustries.com/

Chapter 15 Petition Date: March 12, 2009

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Chapter 15 Petitioner's Counsel: Ronald E. Gold, Esq.
                                 rgold@fbtlaw.com
                                 Frost Brown Todd LLC
                                 2200 PNC Center
                                 201 East Fifth Street
                                 Cincinnati, OH 45202-4182
                                 Tel: (513) 651-6156
                                 Fax: (513) 651-6981

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


BIOPORE INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: BioPore, Inc.
        P.O. Box 182
        Boalsburg, PA 16827

Bankruptcy Case No.: 09-01694

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Erik Sobkiewicz, Esq.
                  Campbell and Levine LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: 412 261-0310
                  Fax : 412 261-5066
                  Email: es@camlev.com

Total Assets: $1,300,687.42

Total Debts: $261,705.79

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

            http://bankrupt.com/misc/pamb09-bk-01694.pdf

The petition was signed by the company's President, Treasurer,
Secretary & Sole Director, Sandra R. Hay.


BORGWARNER INC: Moody's Cuts Ratings on Senior Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service lowered BorgWarner Inc.'s senior
unsecured notes to Ba1 from Baa3, and assigned Corporate Family
and Probability of Default Ratings of Ba1.  In a related action a
Speculative Grade Liquidity Rating of SGL-4 was assigned.  The
rating outlook is negative.

In lowering the ratings, Moody's noted that BorgWarner is an
important supplier of power train components to the automotive
industry, and that the company's technological capabilities and
global presence should enable it to sustain a leading position in
its industry.  Nevertheless, the severe downturn in automotive
production has led to a significant erosion of earnings and cash
flow, and even with the benefits of aggressive restructuring
initiatives being implemented by the company, credit metrics are
not expected to return to levels consistent with an investment
grade rating over the intermediate-term.

Moody's notes that BorgWarner is largely a holding company and its
unsecured notes are structurally subordinated to considerable
liabilities that exist at its various operating subsidiaries.
However, the indenture governing the notes contains negative
pledge provisions.  Consequently, the granting of security to bank
lenders in connection with the renegotiation of the credit
facility could result in the unsecured notes sharing in the
granting of any security or subsidiary guarantee enhancements in
excess of lien basket limitations under the unsecured note
indentures.  Under Moody's Loss Given Default rating methodology,
the unsecured notes are currently given rating benefit due to this
consideration.  Upon the resolution of the credit facility
renegotiations, Moody's will reassess its rating of the notes
within the context of its Loss Given Default methodology.  To the
extent that the notes remain subject to a material degree of
structural subordination relative to the liabilities of
BorgWarner's operating subsidiaries, the rating of the notes could
be further adversely affected under the Loss Given Default
methodology.

BorgWarner holds a well established position as a supplier of
automotive products which enhance fuel economy, reduce emissions
and improve vehicle performance.  The company's strong position in
these markets, along with its technological leadership, has
historically supported revenue growth and expansion in
international markets.  With only 12% of revenues derived from the
North American operations of the Big-3 U.S. automakers, BorgWarner
has good customer and geographic diversification in its business.
However, global economic conditions are expected to pressure
BorgWarner's operating performance and credits metrics, as
automotive original equipment manufacturers reduce productions
levels to meet weak consumer demand.

Actions taken by the company to help mitigate industry conditions
and preserve operating flexibility include headcount reductions of
approximately 4,400 (or 24%) by year-end 2008, moving to 4-day
work weeks in certain European locations, plant closings, and the
temporary suspension of dividends.  While these actions should
help to stem the losses incurred in the latter part of 2008,
overall profitability and cash flow generation are likely to
remain pressured at least through 2009.  Importantly, BorgWarner
maintains a book of net new business awards totaling $2.1 billion
that should provide a basis for future earnings growth.  These
awards include products such as turbochargers and dual clutch
transmission technologies that will be needed by automakers to
enhance vehicle performance and meet regulatory requirements.  The
company continues to invest in product development initiatives
that should enable it to maintain its product leadership and
support continued new business awards.

The negative outlook considers BorgWarner's weak near-term
liquidity profile combined with the risk of further reductions in
global automotive original equipment production.  The company
faces the refinancing risk of its $600 million multi-currency
revolving credit facility which matures in July 2009.  While the
company is in the process of replacing the facility, tight credit
markets combined with the deterioration in the automotive industry
will challenge the company's ability to maintain the size and
terms of the existing facility.  The ratings may be stabilized
upon completion of a new revolving credit facility which provides
sufficient liquidity and covenant cushion to manage through the
current industry downturn.

The Speculative Grade Liquidity Rating of SGL-4 indicates weak
liquidity over the next twelve months and is heavily influenced by
the need to replace the expiring revolving credit facility.  As of
12/31/08, the company maintained cash balances of about $103
million, a large portion of which was subsequently used in meeting
the $137 million February 15th bond maturity.  The company is
expected to generate free cash flow, in part due to the benefits
of restructuring actions, lower capital expenditures, and the
announced temporary dividend suspension.  Nevertheless, weak
industry conditions are likely to constrain the magnitude of free
cash generation in the near term.  There are no near term bond
maturities, but the company does have about $184 million of short
term borrowings outstanding and a $50MM receivables securitization
facility that expires in April 2009.  The $600 million multi-
currency revolving credit facility matures in July 2009.  This
facility had no cash drawings and no outstanding letters of credit
at 12/31/08.  The near term maturity of the revolving credit
facility is a key consideration in the Speculative Grade Liquidity
Rating.  A replacement of this facility in an amount of sufficient
size and duration to weather the current industry downturn could
improve the company's Speculative Grade Liquidity Rating.

Future events that have potential to drive BorgWarner's ratings
lower include: further declines in global OEM production; failure
to successfully implement the restructuring initiatives to help
offset industry conditions; elevated working capital levels
resulting in continuing negative free cash flow; and the inability
to renew the current revolving credit facility in sufficient size
to maintain adequate liquidity.  Lower rating could arise if any
combination of these factors were to detract from the company's
ability to return operating profit margins to 6% during 2009, or
if the company continues to sustain negative free cash flow
generation.

The rating outlook could be stabilized if BorgWarner is able to
improve its liquidity profile through an adequate refinancing of
its bank credit facility and receivable securitization facility.
Future events that could also be beneficial to the rating or
outlook include a stabilization of production levels in the
automotive markets, restoration of stronger margins and higher
levels of free cash flow generation over the intermediate term
resulting in improved leverage.  A stabilized rating outlook could
arise if any combination of these factors were to lead to
EBIT/Interest coverage being sustained above 4.0x, or a reduction
in leverage approaching 2.0x.

Ratings assigned:

BorgWarner, Inc.

  -- Corporate Family Rating, Ba1
  -- Probability of Default Rating, Ba1
  -- Speculative Graded Liquidity Rating, SGL-4

                         Ratings lowered

  -- Senior unsecured notes, to Ba1 (LGD4, 63%), from Baa3;

  -- Senior unsecured shelf, to (P)Ba1 (LGD4, 63%), from (P)Baa3;

  -- Subordinated shelf filing, to (P)Ba2 (LGD6, 97%), from
     (P)Ba1;

  -- Preferred shelf filing, to (P)Ba3 (LGD6, 97%), from (P)Ba2

BorgWarner Capital Trusts I, II and II

  -- Shelf filing for trust preferred securities, to (P)Ba2 (LGD6,
     97%), from (P)Ba1

The last rating action on BorgWarner was on December 24, 2008 when
the company's senior unsecured ratings were lowered to Baa3 and
left under review for further downgrade.

BorgWarner, Inc. headquartered in Auburn Hills, Michigan, is a
global tier-1 automotive supplier focused on engine and drivetrain
products.  In 2008, revenues were approximately $5.3 billion.  The
Company operates manufacturing facilities serving customers in the
Americas, Europe, and Asia, and is an original equipment supplier
to every major automotive OEM in the world.


BOSCOV'S INC: To Present Plan Outline to Court Today
----------------------------------------------------
Boscov's Inc., now known as BSCV Inc. following the sale of its
business to the Boscov and Lakin families, will present its
disclosure statement to its proposed Chapter 11 plan of
liquidation to the bankruptcy court today.

The disclosure statement submitted to the U.S. Bankruptcy Court
for the District of Delaware details on the proposed treatment and
recovery of claims against, and interests in, the Debtors.
Pursuant to the Plan, unsecured creditors with claims totaling
between $140 million and $160 million are expected to obtain a
6.3% to 14.4% recovery.  Holders of existing equity interests
won't receive anything.

A full-text copy of the Liquidation Plan is available for free
at http://bankrupt.com/misc/BSCV_Ch11LiquidationPlan.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/BSCV_DisclosureStatement.pdf

Bloomberg's Bill Rochelle notes that the Plan was made possible by
the sale of 39 stores in December to the controlling Boscov and
Lakin families.  According to the same source, the buyers took
over the first- and second-lien loans while paying $11 million
cash in part to cover specified expenses of the Chapter 11 case.

                       About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No. 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.

(Boscov's Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BROWN'S GRADING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Brown's Grading & Grinding, Inc.
        Post Office Box 707
        Easley, SC 29641
        fdba
        Brown & Rampey
        fdba
        Brown's Landscaping

Bankruptcy Case No.: 09-01975

Type of Business: Brown's Grading & Grinding, Inc., provides lawn
                  and garden services.

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Randy A. Skinner. Esq.
                  Skinner and Associates Law Firm, LLC
                  P.O. Box 1843
                  Greenville, SC 29602
                  Tel: (864) 232-2007
                  Fax: (864) 232-8496
                  Email: 1ras@bellsouth.net

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

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

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

            http://bankrupt.com/misc/scb09-01975.pdf

The petition was signed by Cory L. Brown, corporate secretary of
the Company.


CACTUS AND BULLARD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cactus And Bullard, LLC
        3534 E. Cochise Drive
        Phoenix, AZ 85028

Bankruptcy Case No.: 09-04292

Chapter 11 Petition Date: March 10, 2009

Court: District of Arizona (Phoenix)

Judge: G. Case II

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  arboledac@abfirm.com
                  Arboleda Brechner
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: (602) 482-0123
                  Fax: (602) 482-4068

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
   ------                      ---------------   ------------
Meridian Bank NA               judgment          $6,304,000
Kierland Office -
Construction Division
7077 E Marilyn Rd, Ste 150
Scottsdale, AZ 85254

Kevin Reilly                   business debt     $200,000
9 Belle Harbor Ct
Center Moriches, NY 11934

Zone Commercial                business debt     $148,450
2125 E 5th St, Ste 122
Tempe, AZ 85281

Paul Bonheim                   business debt     $125,000

Christopher Reilly             business debt     $100,000

Orlando And Julia Montano      business debt     $100,000

Schoolhouse Finance, LLC       business debt     $100,000

Thomas And Lori Schellinger    business debt     $100,000

James Neville                  business debt     $75,000

Thomas Knobbe                  business debt     $59,150

Paul And Judith Hochhouser     business debt     $50,000

Melissa Sapan                  business debt     $50,000

Chid Associates                business debt     $50,000

SKD, Inc                       business debt     $50,000

The Schwartz Trust             business debt     $42,000

Stephen And Patricia           business debt     $40,000
Burke

Mastracci & Sons, LLC          business debt     $35,000

Thomas And Concetta            business debt     $31,300
Napolitano

Timothy And Lisa Wintz         business debt     $30,000

Roy And Jill Bruno             business debt     $30,000

The petition was signed by Thomas Knobbe, manager.


CARLOS RODRIGUEZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Carlos E. Rodriguez
        10633 Chiquita St.
        North Hollywood, CA 91602

Bankruptcy Case No.: 09-12891

Chapter 11 Petition Date: Marc 17, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Douglas D. Kappler, Esq.
                  Robinson Diamant & Wolkowitz
                  1888 Century Pk., East Ste. 1500
                  Los Angeles, CA 90067
                  Tel: (310) 277-7400
                  Fax: (310) 277-7584
                  Email: aolvera@rdwlawcorp.com

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

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

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

            http://bankrupt.com/misc/cacb09-12891.pdf

The petition was signed by Carlos E. Rodriguez.


CHAMATKAR HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Chamatkar Hospitality, LLC
        c/o Mr. Malwinder Waraich
        9854 Kapalua Lane
        Elk Grove, CA 95624

Bankruptcy Case No.: 09-20169

Type of Business: Chamatkar Hospitality, LLC, is a single-asset,
                  real estate debtor.

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Debtor's Counsel: Wade N. Kelly, Esq.
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax : 337-433-1274
                  Email: wnkellylaw@yahoo.com

Total Assets: $4,297,200.00

Total Debts: $7,252,833.50

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

            http://bankrupt.com/misc/lawb09-20169.pdf

The petition was signed by Harbhajan Kandola, managing member of
the company.


CHARLES BUCKELEW: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Charles O. Buckelew
        1005 Section Line Rd.
        Albertville, Al 35950

Bankruptcy Case No.: 09-40739

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Carla Handy, Esq.
                  McCord and Martin
                  PO Box 45
                  Gadsden, AL 35902
                  Tel: (256) 546-0448
                  Email: mccordandmartin@comcast.net

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/alnb09-40739.pdf

The petition was signed by Charles O. Buckelew.


CHEMTURA CORP: Chapter 11 Filing Cues Moody's Junk Rating
---------------------------------------------------------
Moody's Investors Service downgraded Chemtura Corporation's
Corporate Family Rating to Ca from B3, and the Probability of
Default Rating was lowered to D from Caa1 following the company's
announcement that it has filed voluntary petitions under Chapter
11 of the United States Bankruptcy Code with the United States
Bankruptcy Court for the Southern District of New York.  The
ratings on the company's debt issues were also downgraded.

The ratings had been under review for downgrade, with the new
ratings being Moody's final ratings for the company.  These
ratings will be withdrawn in the near future due to the
bankruptcy.

These summarizes the ratings changes:

Chemtura Corporation

  * Corporate Family Rating -- Ca from B3

  * Probability of Default Rating -- D from Caa1

  * Senior notes, $500 million due 2016 -- Caa3 from B3 -- LGD3
    (41%)

  * Senior Unsecured Notes, $150 million due 2026 -- Caa3 from B3
    -- LGD3 (41%)

  * Senior Unsecured Notes, $370 million due 2009 -- Caa3 from B3
    -- LGD3 (41%)

Our last rating action was to lower Chemtura's PDR to Caa1 from
B2, its CFR to B3 from B2, the and the company's outstanding debt
ratings to B3 on February 5, 2009 as Chemtura's operational
performance and asset sale program had not resulted in liquidity
improvement in line with Moody's prior expectations and the
concern that covenants in the revolver would remain breached.

Headquartered in Middlebury, Connecticut, Chemtura manufactures a
variety of polymer additives, petroleum and lubricant additives,
castable urethane pre-polymers, crop protection chemicals,
brominated flame-retardants, recreational water treatment
chemicals, and brominated specialty chemicals.  For the LTM period
ending December 31, 2008, the company had revenues of $3.5
billion.


CHEMTURA CORP: Bankruptcy Filing Has Limited Impact on TETRA
------------------------------------------------------------
The Woodlands, Texas-based TETRA Technologies, Inc. in 2006
entered into a number of agreements with Chemtura Corp. relating
to Tetra's Arkansas operations.  In light of Chemtura's bankruptcy
filing, Tetra said that, although it is impossible to predict the
outcome of contractual arrangements as a result of the bankruptcy
filings, Tetra does not believe that Chemtura's filing will have a
material impact on its own operations.  However, Tetra has
contingency plans for the procurement of alternative feedstock
supplies.

"We believe that the agreements with Chemtura are symbiotic, in
that they benefit both parties.  We further believe that Chemtura
has an incentive to continue our existing agreements and we are
optimistic that the bankruptcy filing will not affect our existing
arrangements; however, no assurances can be given that the
agreements will survive the bankruptcy proceeding.  TETRA did not
base its Arkansas investment solely on the operations of one
third-party plant.  If necessary, TETRA potentially can turn to
another bromine producer that has a plant in close proximity to
our El Dorado facility, as a way to mitigate the impact of any
adverse action by Chemtura.  Furthermore, starting in the 1990s,
TETRA acquired approximately 33,000 gross acres of brine leases in
the area.  With additional capital expenditures, these leases
could allow us to supply our own brine to the facility, if
necessary.  In summary, while we believe that our agreements with
Chemtura are mutually beneficial to the parties and that Chemtura
has an incentive to continue our agreements, TETRA does have other
options regarding feedstock to our El Dorado fluids plant, should
issues arise regarding Chemtura's ability to supply those
feedstocks," concluded Geoffrey M. Hertel, President and Chief
Executive Officer of TETRA.

TETRA is an oil and gas services company, including an integrated
calcium chloride and brominated products manufacturing operation
that supplies feedstocks to energy markets, as well as other
markets.

                       About Chemtura Corp.

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

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D. N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.

As of December 31, 2008, the Debtors had total assets of
$3.06 billion and total debts of $1.02 billion.


CHEMTURA CORP: List of 50 Largest Unsecured Creditors
-----------------------------------------------------
Chemtura Corporation and its debtor-affiliates filed with the
United States Bankruptcy Court for the District of Delaware a list
of 50 largest unsecured creditors.

The Debtor's Largest Unsecured Creditors are:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo Bank, N.A.         Corporate Notes   $500,000,000
Lynn M. Steiner                2016
Vice President
Corporate Trust Services
MAC N9311-110
Minneapolis, MN 55479
Tel: (262) 361-4376

The Bank of New York Melon     Corporate Notes   $370,000,000
Trust Company, N.A.            2009
Irina Bogomolny
N. LaSalle Street, Suite 1020
Chicago, IL 60602
Tel: (312) 827-8691
Fax: (312) 827-8542

Manufacturers & Traders Trust  Corporate        $150,000,000
Co./Deutsche Bank              Debentures 2016
Kevin Ebert, CCTS
Corporate Trust Officer
25 South Charles Street
16th Floor
Baltimore, MD 21201
Tel: (410) 244-4632

CITIBANK, N.A. Bank Loan       Syndicated Loan  $132,800,000
Syndications Department
Two Penns Way
New Castle, Delaware 19720

Occidental Chemical Corp.      Trade Claim      $3,455,642
P.O. Box 406422
Atlanta, GA 75356

SAP Americas                   Trade Claim      $3,349,859
3999 Westchester Pike
Newton Square, PA 19073

Nisso America, Inc.            Trade Claim      $2,986,973
Attn: Mr. Nakamura
45 Broadway, Suite 2120
New York, NY 10006
Tel: (212) 490-0350
Fax: (212) 972-9361

Lyondell Chemical Co.          Trade Claim      $2,734,761
2640 Collections Dr Ctr
Chicago, IL 60693
Tel: (610) 359-3241

Synthesia                      Trade Claim      $2,718,619
Aliachem A.S., Odstepny Zavod
Se Sidlem:Pardubice
Pardubice - Semtin
53217
Tel: 420-466-821-111
Fax: 420-466-821-020

Sinon Corporation              Trade Claim     $2,382,450
111, Chung Shan Road
Ta-Tu Hsiang, Taichung Hsien
00432
TW
Tel: 886-4-26934261
Fax: 886-4-26934265

Preston Park 2004 LLC          Trade Claim     $1,160,443
The Hampshire Partners Fund
VI LLC
P.O. Box 9020
Hicksville, NY 11802

Caremark                       Trade Claim     $1,145,345
Prescription Services Division
P.O. Box 840336
Dallas, TX 75284
Tel: (847) 559-5762

Greenberg Traurig PA           Trade Claim     $1,124,613
1221 Brickell Avenue
Miami, Fl 33131
Tel: 305-579-0500
Fax: 305-579-0717

Thermphos International BV     Trade Claim     $1,094,960
P.O. Box 406
Ak Vlissingen - NL 4380NL
Tel: 0031-113-689557
Fax: 0031-113-689501

Yash Technologies, Inc.        Trade Claim     $1,020,340
605 17th Avenue
East Moline, IL 61244
Tel: 309-755-0433
Fax: 309-796-1242

Shell Chemicals Americas Inc.  Trade Claim     $948,325
Box 240 STN-M
Calgary, Alberta T2P 2H6
Tel: 866-897-4355
Fax: 800-567-8862
Philippe.Godin@shell.com

Gulf Stabilizers Industries    Trade Claim     $918,000
Box 35625
Jubail Industrial City 31961
Tel: 966-3341-7727
Fax: 00966-3341-6033

Invista, S.A.R.L.              Trade Claim     $874,877
P.O. Box 905624
Charlotte, NC 28290-5624
Tel: 704-586-7300
Fax: 704-586-7500

PPG Industries Inc.            Trade Claim    $841,891
Box 360175M
Pittsburgh, PA 15251-6175
Tel: 800-323-2487
Fax: 724-325-5049

Weil, Gotshal and Manges       Trade Claim    $832,986
1300 Eve St. NW. Ste 900
Washington, DC 20005
Tel: 202-682-7000
Fax: 202-857-0940

Acid Chem (USA) Inc.           Trade Claim    $771,344
201 W. Passaic Street
Suite 100
Rochelle Park, NJ 07662
Tel: 201-909-0305
Fax: 201-909-9892

BASF Corporation Box 360941    Trade Claim    $764,931
Pittsburgh, PA 15251-6941
Tel: 973-895-8256
Fax: 973-426-5039

CIBA Corporation               Trade Claim    $740,956
Box 7247-7318
Philadelphia, PA 19170-7318

BMR-Landmark At Eastview LLC   Trade Claim    $737,296
Attn: General Counsel/Real
Estate
Box 51918A
Los Angeles, CA 90051-6218
Tel: 858-485-9840
Fax: 858-485-9843

Shell Chemical LP              Trade Claim    $710,922
P.O. Box 7247-6189
Philadelphia, PA 19170-6189
Tel: 800-872-7435

DLA Piper US LLP               Trade Claim    $692,943
111 S Calvert St. Ste. 1950
Baltimore, MD 21202-6193
Tel: 410-580-3000
Fax: 410-580-3665

O'Melveny & Myers, LLP         Trade Claim    $670,101
PO Box 894436
Los Angeles, CA 90189-4436

WS Packaging Group Inc.        Trade Claim    $665,472
P.O. Box 127
Algoma, WI 54201
Tel: 920-487-3424
Fax: 920-866-6483

Sapient Corp                   Trade Claim    $652,430
P.O. Box 4886
Boston, MA 02212

Plastican Inc.                 Trade Claim    $651,216
P.O. Box 868
Leominster, MA 01453
Tel: 978-537-4911
Fax: 978-537-6376

Lyondell Chemical Company      Trade Claim    $614,394
P.O. Box 3234
Carol Stream, IL 60132-3234
Tel: 713-652-4151
Fax: 713-652-4151

Merrill Lynch Global Markets   Trade Claim    $598,120
and Investment Banking
Chase Manhattan Plaza
New York, NY 10081-6500
Tel: 212-449-4630

SI Group, Inc.                 Trade Claim    $571,505
Lockbox 088168
Chicago, IL 60695-1168
Tel: 518-347-4200

PPG Industries Inc.            Trade Claim    $559,002
1 PPG PI
Pittsburgh, PA 15272-0001
Tel: 412-434-3131
Fax: 412-434-2448

Sedgwick, Detert,              Trade Claim    $551,069
Moran & Arnold
Steuart Tower, 8th Floor
San Francisco, CA 94105

Kyowa Hakko U.S.A. Inc.        Trade Claim    $549,357
W502085
Box 7777
Philadelphia, PA 19175-2085
Tel: 212-319-5353
Fax: 212-421-1283

Synasia Inc.                   Trade Claim    $528,971
240 Amboy Ave
Metuchen, NJ 08840
Tel: 732-205-9880
Fax: 732-205-1788

AG Processing, Inc.            Trade Claim    $511,132
Box 3480
Omaha, NE 68103-0480
Fax: 402-492-7721

Skadden, Arps, Slate,          Trade Claim    $496,825
Meagher & Flom LLP
Four Times Square
New York, NY 10036
Tel: 212-735-3000
Fax: 212-735-2000

Patrick Products Inc.          Trade Claim    $483,171
150 S Werner St.
Leipsic, OH 45856
Tel: 419-943-3733
Fax: 419-943-3734

American Chemistry Council     Trade Claim    $470,360
Inc.
Department 6044
Washington, DC 20042-6044

Holly Oak Chemical Inc.        Trade Claim    $456,028
P.O. Box 266
Fountain Inn, SC 29644
Tel: 800-552-5363
Fax: 864-862-1474

Packaging Corp of America      Trade Claim    $454,951
PO Box 532058
Atlanta, GA 30353

Covalence Specialty Coatings   Trade Claim    $448,222
Dept. CH10372
Palatine, IL 60055-0372

ADM Archer Daniels Midland     Trade Claim    $427,514
Box 92572
Chicago, IL 60675-2572
Tel: 651 388-7111
Fax: 217-424-6196

PMC Biogenex, Inc.             Trade Claim    $425,315
PO Box 8500-7346
Philadelphia, PA 19178
Tel: 800-872-1117
Fax: 856-533-1896

Jiangsu Yabang Import          Trade Claim    $425,243
& Export Co. Ltd.
R 205 Niutang Bridge
Changzhou City
Jiangsu, China 213163
Tel: 86-519-86390292
Fax: 86-519-86390287

M L Smith Jr. Inc.             Trade Claim    $414,404
P.O. Box 1717
Ruston, LA 71273-1717
Tel: 318-255-4474
Fax: 318-255-8661

AKZO Nobel Functional          Trade Claim    $412,850
Chemicals LLC
Box 905361
Charlotte, NC 28290-5361
Tel: 800-906-9977
Fax: 312-544-7159

Rimex Supply Ltd.              Trade Claim    $406,340
9726 186th St
Surrey, British Columbia,
Canada
V4N 3N7
Tel: 604-888-0025
Fax: 604-888-7642

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.


CHRYSLER LLC: Faces July Cash Crunch, Doubts Survival in Ch. 11
---------------------------------------------------------------
Even if Chrysler LLC gets additional government loans, it could
face another cash shortage in July when revenue dries up as the
company shuts down its factories for two weeks to change from one
model year to the next, its Chief Financial Officer Ron Kolka,
said, according to The Associated Press.

"Chrysler's viability plan submitted to the Treasury Department on
Feb. 17, calls for the additional government aid.  Following that,
the next critical low point in cash is July shutdown," Mr. Kolka,
as quoted by The Associated Press, said.

Tom Krisher at The Associated Press reports that the Company's
Chief Financial Officer, in a brief telephone interview, said the
Company planned for the $4 billion it received Jan. 2 to last
through March 31.  The Company is talking with the Obama
administration's autos task force about getting another $5
billion, and faces a March 31 deadline to complete its plan to
show how it can become viable and repay the loans.

Sources say that automakers generally book revenue from a vehicle
once it leaves the factory and heads for a dealership.  But when
it doesn't produce cars during the shutdown, the revenue stops
flowing.  Mr. Kolka said Chrysler planned conservatively so the
Company can be viable even at the current U.S. industry annual
sales rate of 9.1 million vehicles, the lowest level in 27 years.

General Motors Corp. and Chrysler admitted in their viability
plans submitted to the U.S. Treasury on February 17 that they
considered bankruptcy scenarios, but ruled out the idea, citing
that a Chapter 11 filing would result to plummeting sales, more
loans required from the U.S. government, and the collapse of
dealers and suppliers.

              Chrysler Still Says No to Bankruptcy

Chrysler has reiterated its stance against a bankruptcy filing.
Chrysler Chairman Robert Nardelli said he doubts the struggling
automaker would survive a government-sponsored bankruptcy, the New
York Times reported.  Chrysler's restructuring plan, submitted to
the U.S. government Feb. 17, estimated the company would require
as much as $25 billion in assistance if bankruptcy protection were
sought, the Times said.

According to Gene Laverty of Bloomberg, Mr. Nardelli told the
newspaper he doesn't have a lot of confidence that Chrysler could
emerge from bankruptcy in the current environment. The automaker
is seeking $4 billion in loans from the U.S. government in
addition to $4 billion in aid already received.

Chrysler said in its viability plan that it is considering three
alternatives -- (i) to stay as a stand alone company, (ii) seek a
strategic partnership or consolidation with other automakers, and
(iii) file for Chapter 11 as a first step in an orderly wind down.
Chrysler's management said that it has recommended that Chrysler
continue its stand-alone plan while it pursues an alliance.  The
stand-alone plan requires additional $5 billion from the U.S.
government, on top of the $4 billion it had earlier provided, and
requires concessions from unions and other parties.

Chrysler said that if its not able to restructure its balance
sheet, negotiated the targeted concessions from constituents, and
receive additional $5 billion in government funding, its only
alternative is to file for Chapter 11 as a first step in an
orderly wind down.

Chrysler stated that in the event of a bankruptcy filing, it would
seek debtor-in-possession financing from both private sector
lenders and the U.S. Government.  "We believe the estimated size
of the financing need is $24 billion over a two year period."
Chrysler added that without adequate DIP financing, it estimates
that:

  -- First lien lenders will only realize a 25% recovery.

  -- The U.S. government will recover five cents on the dollar.

  -- All other creditors will receive nothing.

A copy of the Chrysler viability plan is available at:

               http://ResearchArchives.com/t/s?39a3

A copy of GM's viability plan is available at:

               http://researcharchives.com/t/s?39a4

                         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.


CIRCLE EAST: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Circle East Manor Apartments, LLC
        P.O. Box 50221
        Colorado Springs, CO 80949

Bankruptcy Case No.: 09-14304

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: John Randolph Torbet, Esq.
                  320 E. Costilla St.
                  Colorado Springs, CO 80903
                  Tel: (719) 471-9300
                  Fax: (719) 578-5671
                  Email: JRTorbet@aol.com

Total Assets: $1,802,000.00

Total Debts: $1,480,000.00

The Debtor did not file a list of its 20 largest unsecured
creditors, together with its petition.

The petition was signed by Kevin R. Ryan, Manager of the Company.


CITGO PETROLEUM: S&P Affirms Corporate Credit Rating at 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on CITGO Petroleum Corp. including its 'BB' corporate
credit rating, and removed them from CreditWatch with negative
implications.  The outlook is negative.

"The ratings, which S&P placed on CreditWatch on Feb. 2, 2009,
were removed from Watch due to the company's improved liquidity
position" said Standard & Poor's credit analyst Amy Eddy.
"CITGO's liquidity profile improved after successfully amending
certain technical definitions in its $450 million accounts
receivable securitization program.  The amendment has allowed
CITGO to repay a considerable amount of funds previously borrowed
under its $1.15 billion senior secured revolving credit facility."
As a result of repaying borrowings under the revolving credit
facility, the cushion under the company's maximum total debt to
capital covenant of 55% also improved; though, the cushion is
expected to remain tight in 2009.

The rating reflects S&P's expectations that refining margins will
be weak in 2009, which will weigh on the company's profitability
and cash flow levels.  The company has deferred significant
capital spending until 2010, much of it regulatory, on account of
poor market conditions.  Although this will alleviate near-term
cash flow uses, if market conditions do not improve materially in
2010, S&P would expect the company to have to outspend cash flow
by a wide margin and seek alternate sources of funding.  The
rating also reflects the heightened risk and uncertainties
associated with CITGO's parent, Petroleos de Venezuela S.A.
(PDVSA; BB-/Negative/--), and the potential impact to CITGO's
credit quality.  In light of lower oil prices combined with robust
social spending programs in Venezuela, PDVSA could implement
measures to optimize its returns from CITGO that could prove
detrimental to CITGO's financial profile.  The rating on CITGO is
one notch higher than PDVSA because of the relative strength of
the refiner's financial profile and the asset protection afforded
to CITGO's creditors, but S&P believes it is not entirely immune
to the financial pressures at PDVSA and in the Republic of
Venezuela.  S&P will review further challenges at PDVSA and the
related impact on CITGO as they occur.

CITGO's satisfactory business risk profile reflects the company's
strength as a stand-alone entity and is based on the scale and
complexity of its refining operations, which have net crude
processing capacity of 750,000 barrels per day through three fuel
refineries.  Over the past two years the company has sold several
of its assets, including two asphalt refineries, its interests in
major refined-products pipelines, and its 41% nonoperating
interest in the Lyondell-CITGO Refining L.P. (LCR; unrated) joint
venture to Lyondell Chemical Co. in 2006.  The company upstreams
proceeds from asset sales to PDVSA.  Although the reduction in
CITGO's asset base is unfavorable for credit quality, the
company's refining operations following the sales remain
considerable and are adequate to support the ratings.

CITGO's remaining throughput still places it among the largest
refiners in the U.S.  The company gains substantial competitive
advantage from its ability to process large volumes of heavy sour
crude oils -- which, typically trade at sharp discounts to better-
quality crude oil -- into high-margin products, and from its
relatively large refineries, which give it economies of scale.

The outlook on CITGO is negative.  The negative outlook reflects
S&P's expectations that CITGO's profitability measures will likely
be weaker in the near-term, which combined with high capital
spending requirements could pressure the rating.  S&P could also
lower the rating if liquidity declines from current levels or if
its owner PDVSA implements actions that could prove detrimental to
CITGO's credit quality.  Conversely, S&P could revise the outlook
to stable if S&P has greater confidence that credit measures will
not weaken due to its ownership by PDVSA and that its near-term
credit measures remain acceptable in light of current market
conditions and considerable capital spending plans in 2010.


CITIGROUP INC: Senator Wants Unit's Retention Payments Blocked
--------------------------------------------------------------
James R. Hagerty and Aaron Lucchetti at The Wall Street Journal
report that Sen. Robert Menendez has asked Treasury Secretary
Geithner to "use every legal means available" to stop $3 billion
in previously disclosed retention payments to brokers at a joint
venture being formed by Morgan Stanley and Citigroup Inc.'s Smith
Barney unit.  Citigroup and Morgan Stanley will jointly own the
joint venture, WSJ relates.

WSJ quoted Mr. Menendez as saying, "These payouts constitute
misuse of taxpayer money and are an insult to hardworking families
who are saving every penny."

Morgan Stanley denied in a statement that the payments are
bonuses.  According to Morgan Stanley's statement, the payments
are loans that won't start paying until 2010 and can't be kept in
full unless the broker stays at the company for nine years.  "The
program is necessary because our financial advisers are being
poached by competitors," Morgan Stanley said.

             Citigroup Causes Hedge Funds Losses

Susan Pulliam and Jenny Strasburg at WSJ relate that some hedge
funds have suffered losses on a trade they thought would be easy
money based on the latest bailout of Citigroup.  WSJ notes that
hedge funds, hoping to get a quick profit based on the conversion
terms being offered by Citigroup to preferred shareholders, bought
preferred shares of the Company after it said in February that it
would convert preferred shares into common stock.  WSJ states that
the hedge funds' strategy of buying Citigroup preferred shares
while selling short the common stock backfired.  The price of
Citigroup common shares has tripled since March 5, including a 23%
rise on Wednesday that left the stock at $3.08 in the New York
Stock Exchange composite trading.

According to WSJ, the hedge funds' losses from Citigroup appears
to be the government's gain, since preferred holders would be
converting each share of preferred stock into common stock that
has risen mightily in value.  WSJ says that the difference between
the preferred and common shares as of Wednesday was $8.45, based
on the conversion rate of 7.31.

                       About Citigroup

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

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


CITY OF NEW ORLEANS: Moody's Affirms 'Baa3' Rating on Tax Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 rating and stable
outlook on the City of New Orleans' general obligation unlimited
tax bonds affecting $523.9 million in outstanding debt.  In
addition, Moody's have also affirmed the Baa3 rating on the City's
Downtown Development District Bonds, Series 2001 and Drainage
System Limited Tax and the Ba1 rating on the Limited Tax Bonds,
Series 2005 and the Audubon Commission Limited Tax Bonds, Series
1997.  Finally, Moody's affirmed the Ba3 rating on the City's
Pension Obligation Bonds, Series 2000. All of the City's ratings
carry a stable outlook.

Assignment of the Baa3 rating on the GOULT debt reflects the Board
of Liquidation's strong management and willingness to adjust rates
as necessary.  The rating also takes into consideration the
recovery in key revenues streams and a five year forecast that
projects the City will be self sufficient by 2011.  The rating
also takes into consideration ongoing pressures on financial
operations in the General Fund.

The Baa3 ratings on certain limited tax debt take into
consideration strong debt service coverage of 8.67 times on the
Downtown Development District Bond, Series 2001 and 6.59 times on
Drainage System Limited Tax debt.  The Ba1 ratings on the
remaining limited tax debt reflect adequate yet narrower debt
service coverage of 1.10 times for Limited Tax Bonds, Series 2005
and 1.80 times on Audubon Commission Limited Tax Bonds, Series
1997.

Finally, maintenance of the Ba3 rating on the pension obligation
bonds reflects the weaker pledge of excess revenues from general
fund operations and the exposure to insured variable rate demand
obligations, and interest expenditures exceeding those anticipated
when the bonds were first issued

      Board Of Liquidation Key Factor In Rating Assignments

The Board of Liquidation was established by the State of Louisiana
legislature in 1880 and made a "body corporate" separate and
distinct from the City in 1890.  The Board has exclusive control
and direction of all matters related to the issuance and repayment
of the city's general obligation unlimited tax bonds.  The
repayment of these bonds is therefore separated and excluded from
the City's operating budget and a dedicated source and security
exists for the payment of the City's GOULT.  All ad valorem taxes
levied by the City for the payment of GO bonds are transferred to
the Board.  The Board has the authority to enforce imposition and
collection of sufficient taxes for the payment of GO bonds upon a
failure of the City Council to do so.  Because of this authority
and its distinct separation from the City, Moody's believes this
provides strong protection for bondholders.  The Board
demonstrated its conviction to amply meet debt service when it
increased the debt service tax rate for unlimited tax bonds from
$28.4 mills in fiscal 2005 to $38.2 mills in fiscal 2006, in
response to projected declines in assessed value as a result of
damage caused by Hurricane Katrina.  After collecting 150% of the
amount forecasted for 2006, the tax rate was decreased to $31.7
mills for fiscal 2007.  The tax rate has decreased further to
$23.80 mills in 2008 and 2009 in order to keep revenues more
aligned with annual debt service requirements.  Moody's believes
that the Board's actions demonstrate its willingness to adjust the
tax rate as necessary and this is a key factor in the Baa3 rating.

Although the Board is not required to maintain reserves for the
payment of GO bonds, it has been the policy of the Board, since
1951, to maintain reserves of approximately one-half of the
maximum amount of principal and interest on GO bonds payable in
one year.  The Board had to rely on some of the reserves in 2006
to service debt; however, these reserves were completely
replenished to prior year levels and are now at an estimated $30
million.  The presence of the reserve was significant and provided
bondholders comfort in the early months after Katrina, when damage
to the tax base and the affects on pledged revenues were unknown;
therefore, Moody's notes that it is significant that the Board
continues to maintain a strong debt service reserve.

              Positive Growth In Assessed Valuations

Hurricane Katrina resulted in a 5-month delay in the mailing of
property tax bills for fiscal 2006.  Without knowing the full
extent of damage to the tax base, City officials created a budget
that assumed a 50% reduction in property values.  The actual
valuation loss was only 25% for fiscal 2006.  Moody's has noted in
prior reports that real property in Orleans Parish qualify for a
$7,500 homestead exemption on the assessed value of an owner
occupied home, which is set at 10% of full value.  Therefore, on a
$100,000 valued home, the assessed value is only $2,500 and homes
valued at $75,000 or less are effectively not taxed.  For fiscal
2007, the assessment cycle returned to the normal schedule and tax
bills were mailed in December of 2006 and due by January 31st of
2007.  Total valuations for fiscal 2007 increased 11% over 2006
and remain only 12% below 2005.  For fiscal 2008, the full
valuation increased another 33% to a sizable $21 billion which
exceeds levels even before the storm.  Although the assessed
valuation increase only 2.8% in fiscal 2009, millions of Federal
dollars are currently beginning to flow which should attract
additional population and business growth.  Population is
currently estimated to be 329,000 which approximates 72% of the
pre-Katrina level.

                Recovery In Key Revenues Continues

In fiscal 2007, sales tax revenues provided 28% of total General
Fund operating revenues making it the primary revenue source for
the City's general fund.  Sales tax revenues are displaying faster
than expected recovery which is significant for the Baa3 rating
given the City's reliance on this revenue source.  Sales tax
revenues for 2005 were 24% below 2004 at $116 million.  In 2006,
collections totaled $124 million which was 19% below 2004 but
better than earlier estimates that projected a 30% decline.
Fiscal 2004 serves as a base year given it was the last full
fiscal year before the hurricane.  Sales taxes increased but
remained 11% under 2004 for fiscal 2007 to $133 million.  Sales
taxes are projected to increase in fiscal 2008 to $142 million
which would be 29% of General Fund revenues.

Over the last three fiscal years, the City has been able to
establish a higher General Fund balance than before the storm and
has created an emergency fund equal to 8% of General Fund
expenditure.  The total fund balance increased from $21 million,
equal to 4.8% of revenues, in fiscal 2003 to a peak of $99 million
in fiscal 2006 which was equal to 27% of revenues.  During this
period, the unreserved fund balance increased from $11.4 million
to $95 million.  In fiscal 2007, the total fund balance decreased
to $95 million and the unreserved balance was $78 million.  During
the 2005 fiscal year, City officials enacted significant staffing
and other cuts to bring expenditures in line with available
revenues and appeared committed to making additional cuts if
needed.  The improvement in the fund balance was assisted by the
budget cuts but primarily driven by influxes of cash from Federal
and State government funds received after the hurricane.
Therefore, during fiscal 2008, the General Fund reserves are
expected to decrease significantly as designated funds for capital
outlay were spent.  Additionally, during 2008, the City
experienced cost overruns associated with police overtime which
they plan to control during fiscal 2009.

City officials have identified their emergency fund reserve as
$32.5 million equal to 7.98% and close to the 8% target for fiscal
2007.  Although this reserve will be $34 million in fiscal 2008,
the 7.2% of expenditures is below the 8% target.  For fiscal 2009,
the Mayor's budget amended the originally adopted budget to cut
expenditure and ensure the emergency fund would equal 8% of
expenditures.  Moody's believes that this fund balance reserve is
significant to demonstrating prudent fiscal management.  A trend
of healthy reserves will continue to be a consideration in the
City's rating assignments.

City officials have provided reasonable financial projections
which indicate that the use of one time funding from government
sources will end in the 2010 fiscal year so that City revenues are
projected to be sufficient for supporting General Fund
expenditures during 2011.  City officials continue to demonstrate
the use of long term projections which is also a favorable factor
in the rating.  Moody's believes the projections are reasonable
and include some conservative amounts.  The projections include
the increased interest rate costs associated with the pension
obligation bonds.

                Risk In Pension Obligation Bonds

In 2000, the City issued Pension Obligation Bonds, Series 2001
that are secured by excess revenue of the General Fund.  Moody's
notes that an important distinction in this rating is the bonds
were not issued through the Board of Liquidation and there is no
authority to increase taxes to repay the bonds.

This variable rate debt is enhanced by a standby bond purchase
agreement with JP Morgan (senior unsecured rated Aa3/Stable) and
insured by Ambac (Baa1 Financial Strength rating/negative outlook)
Ambac's downgrades impacted the ability to remarket the bonds and
triggered a change in interest rates on the liquidity facility.
The total outstanding variable rate amount of $138.5 million is
hedged by a swap with UBS.  With a failed remarketing, the bonds
have been held by the bank since February of 2008.  The trigger on
the bank bonds to become a term loan is the expiration date of the
standby agreement.  The current standby agreement was extended on
December 18, 2008 and expires on December 18, 2009.  JP Morgan has
provided the City with four annual extensions since December 18,
2006.  If the agreement is not extended on December 18, 2009, the
term loan will required the city to begin accelerated repayment in
semiannual principal payments over 5 years beginning on June 18,
2010.  In order to be conservative, officials are planning to
include this accelerated payment of almost $30 million in
development of the 2010 budget.  However, the City is currently
working to provide an alternative solution to prevent the
accelerated payments and is working to successfully remarket the
variable rate demand bonds.  The City is also negotiating with JP
Morgan to provide an annual extension to the standby purchase
agreement.

Also as a result of the downgrade on Ambac, the interest rate on
the variable rate bonds changed from SIFMA to prime plus one which
is currently at 4.25%.  Under the swap with UBS, the City pays a
fixed 6.95% rate and received one month LIBOR.  With LIBOR
currently at 0.56%, the City is paying approximately 10.6% in
interest when the original swap was initiated as a cost of tender
swap to net the 6.95% fixed rate cost.  The rising cost in
interest rates resulted in an increase of approximately $4 million
during the 2008 fiscal year.  The 2009 budget includes the higher
interest rate for total debt service repayment.  Favorably, the
UBS swap does not require collateral posting by the city.  The
current mark to market on the swap is a $43 million against the
City.  Termination of the swap could be triggered if one or more
of the City's outstanding senior debt falls below Baa3 or BBB- for
both Moody's and S&P, respectively.  Moody's notes that when the
City's highest rating was below investment grade following
Hurricane Katrina, by both agencies, UBS worked with the City and
did not terminate the swap.

Key Statistics:

  -- Population (2000): 455,000

  -- Population 2007: 329,000

  -- 2008 Full valuation: $19 billion

  -- 2008 Assessed valuation: $2.2 billion

  -- 2000 Per Capita Income: 17,258 (79.9% of US)

  -- Payout (10 years): 52%

  -- 2007 General Fund balance: $95 million (22.5% of General Fund
     revenues)

  -- 2007 Unreserved General Fund balance: $78.6 million (18.6%
     General Fund revenues)

Outstanding Debt:

  -- GOULT: $523.9 million
  -- Drainage Tax bond: $22.7 million
  -- Downtown Development District: $6.1 million
  -- Limited Tax Bonds, Series 2005: $28.4 million
  -- Audubon Limited Tax Bonds: $2.4 million
  -- Pension Obligation Bonds: $138.5 million

The last rating action for the City of New Orleans was on October
30, 2007 when the Baa3 GOULT rating was affirmed.


CLARK PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Clark Properties of Missouri, Inc.
        P.O. Box E
        Nevada, MO 64772

Bankruptcy Case No.: 09-30198

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Joplin)

Debtor's Counsel: Norman E. Rouse, Esq.
                  Collins, Webster & Rouse
                  20th St and Prosperity Rd
                  P.O. Box 1846
                  Joplin, MO 64802-1846
                  Tel: 417-782-2222
                  Fax : 417-782-1003
                  Email: twelch@cwrcave.com

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

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


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

            http://bankrupt.com/misc/mowb09-30198-11.pdf

The petition was signed by Barry Clark, president and secretary of
the Company.


CMP SUSQUEHANNA: Launches Exchange Offer to Refinance $187MM Notes
------------------------------------------------------------------
CMP Susquehanna Radio Holdings Corp. and CMP Susquehanna Corp.,
its wholly owned subsidiary, have commenced an exchange offer and
consent solicitation to refinance CMPSC's 9-7/8% Senior
Subordinated Notes due 2014.  The aggregate principal amount of
the Existing Notes outstanding as of March 6, 2009, was
$187.6 million.

The exchange offer and consent solicitation will expire at 12:00
midnight, New York City time, on April 3, 2009, unless extended or
earlier terminated by CMPSC and the Company.  To be eligible to
receive the total exchange amount, including the early exchange
premium, eligible holders of Existing Notes must tender their
Existing Notes prior to 5:00 p.m., New York City time, March 23,
2009, unless the deadline is extended by CMPSC and the Company.

The exchange offer and consent solicitation are only being made,
and copies of the exchange offer documents will only be made
available, to holders of Existing Notes that have certified
certain matters to CMPSC, including their status as either
"qualified institutional buyers," as that term is defined in Rule
144A under the Securities Act of 1933, or persons other than "U.S.
persons," as that term is defined in Rule 902 under the Securities
Act of 1933.

The Company and CMPSC are offering to exchange all of the
outstanding Existing Notes held by eligible holders in exchange
for:

   (1) up to $15 million aggregate principal amount of Variable
       Rate Senior Subordinated Secured Second Lien Notes due 2014
       of CMPSC;

   (2) up to $35 million in shares of Series A preferred stock of
       the Company; and

   (3) warrants exercisable for shares of the Company's common
       stock representing, in the aggregate, up to 40% of the
       outstanding common stock on a fully diluted basis.

The New Notes will be secured on a second-priority basis by a
security interest in substantially all of CMPSC's existing and
future assets and will be subordinated to all first priority
senior secured indebtedness of CMPSC, including its senior credit
facilities.  In addition, the New Notes will be initially
guaranteed on a second-priority senior secured subordinated basis
by the Company and each subsidiary of the Company that guarantees
the CMPSC's senior credit facilities.

The New Preferred Stock, with an initial stated value of $10 per
share, will pay dividends semi-annually in arrears, only when, as
and if declared by the Company's board of directors from funds
legally available, payable in additional shares of New Preferred
Stock at an annual rate equal to 9.875% of the stated value per
share.  Dividends will be cumulative from the date of first
issuance, and will be calculated and compounded semiannually.
Shares of New Preferred Stock will be redeemable at the option of
the Company at specified prices determined based on the date of
redemption.

The New Warrants will be immediately exercisable for shares of the
Company's common stock at an exercise price of $0.01 per share, to
comprise, as of the date of issuance, up to 40% of the outstanding
shares of common stock on a fully diluted basis. Holders of the
New Warrants will have customary "tag-along" rights, preemptive
rights and anti-dilution protections.

Eligible Holders of Existing Notes that validly tender their
Existing Notes prior to the Early Participation Deadline, and
whose notes are accepted for exchange by CMPSC, will receive the
total exchange amount set forth below for each $1,000 in principal
amount of Existing Notes:

   Principal             Early               Total Exchange
   Exchange              Participation       Amount (Includes
   Amount                Amount              Participation Amount)
   ---------             -------------       ---------------------
   $63.97 in New Notes   $15.99 in New Notes  $79.96 in New Notes

    $149.26 in shares    $37.31 in shares     $186.57 in shares
    of New Preferred     of New Preferred     of New Preferred
    Stock                Stock                Stock

    New Warrants         New Warrants         New Warrants
    exercisable for      exercisable for      exercisable for
    17.06 shares         4.26 shares          21.32 shares
    of Radio Holdings    of Radio Holdings    of Radio Holdings
    Common Stock         Common Stock         Common Stock

Eligible Holders of Existing Notes that validly tender their
Existing Notes after the Early Participation Deadline but prior to
the Expiration Time, and whose notes are accepted for exchange,
will receive the principal exchange amount but not the early
participation amount.  Holders will not be entitled to withdraw
tenders of their Existing Notes except under certain limited
circumstances.

Concurrently with the exchange offer, CMPSC is soliciting consents
from Eligible Holders that held Existing Notes as of March 6,
2009, to proposed amendments to the indenture governing the
Existing Notes that would eliminate substantially all of the
restrictive covenants, certain events of default and other related
provisions in the indenture.  No consideration is being paid to
holders of Existing Notes in connection with the consent
solicitation.

Consummation of the exchange offer is subject to certain
conditions, including, without limitation, the receipt of the
requisite consents required to amend the indenture governing the
Existing Notes -- a condition that may not be waived -- and the
tender of at least 98% of the outstanding amount of Existing
Notes, as well as certain additional conditions, which must also
be satisfied or waived.

The settlement date in respect of any Existing Notes that are
validly tendered and accepted for exchange and the consents that
are validly delivered prior to the Early Participation Deadline
will be promptly after the Early Participation Deadline and is
expected to be on or about March 24, 2009, the first business day
following the Early Participation Deadline, unless the exchange
offer or consent solicitation is extended or earlier terminated by
the Company and CMPSC in their sole discretion.  The settlement
date in respect of any Existing Notes that are validly tendered
and accepted for exchange and the consents that are validly
delivered after the Early Participation Deadline but prior to the
Expiration Time will be promptly after the Expiration Time and is
expected to be on April 4, 2009, the first business day following
the Expiration Time, unless the exchange offer or consent
solicitation is extended or earlier terminated by the Company and
CMPSC in their sole discretion.

Prior to launching the exchange offer and consent solicitation,
the Company and CMPSC entered into agreements with Eligible
Holders of approximately 72% of the outstanding aggregate
principal amount of the Existing Notes pursuant to which such
Eligible Holders have agreed to validly tender their Existing
Notes and validly deliver and not validly revoke the corresponding
consents with respect to such Existing Notes, subject to the terms
and conditions of such agreements and the offer documents.

Eligible Holders may request documents by contacting the
information agent, Global Bondholders Services Corporation, at
(toll-free) 866-873-7700.

The New Securities have not been and are not expected to be
registered under the Securities Act of 1933 or any state
securities laws.  Therefore, the New Securities may not be offered
or sold in the United States absent registration or any applicable
exemption from the registration requirements of the Securities Act
of 1933 and any applicable state securities laws.  Further, the
New Warrants may only be offered or sold to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act or to persons in offshore transactions in reliance on
Regulation S under the Securities Act.

                Fourth Quarter Financial Highlights

For the quarter ended December 31, 2008, Radio Holdings had net
revenues of $48.5 million, as compared to $57.4 million for the
fourth quarter 2007, down 15.5%, primarily the result of weak
demand for advertising across our station platform.  Station
operating income for the quarter was down 25.5% from the prior
year's period, from $27.0 million in the fourth quarter 2007 to
$20.1 million in the fourth quarter of 2008, primarily due to the
weak demand for advertising, partially offset by a general
decrease in operating expenses across our station platform coupled
with a format change in the Atlanta market.

                  Year End Financial Highlights

The Company for the year ended December 31, 2008, had net revenues
of $203.4 million, as compared to $223.4 million for the prior
year, down 9.0%, primarily the result of a general weak demand for
advertising across our station platform coupled with a format
change in the Atlanta market.  Station operating income for the
year was down 16.6% from the prior year, from $100.0 million in
2007 to $83.4 million in 2008, primarily due to the weak demand
for advertising and the format change in the Atlanta market,
partially offset by a general decrease in operating expenses
across our station platform coupled with a format change in the
Atlanta market.

The Company as of December 31, 2008, had $657.5 million of
borrowings outstanding under Company's term-loan facility and had
drawn $96.7 million on the revolving facility.

The complete Offering Memorandum including the tables for
Reconciliation of Non-GAAP Financial Measure is available at no
charge at: http://ResearchArchives.com/t/s?3a70

Radio Holdings performs its annual impairment tests for goodwill
and indefinite-lived intangibles December 31. The annual
impairment tests require Radio Holdings to make certain
assumptions in determining fair value, including assumptions about
the cash flow growth rates of its businesses. Additionally, the
fair values are significantly impacted by macro-economic factors,
including market multiples at the time the impairment tests are
performed.

The current general economic pressures now impacting both the
national and a number of local economies in which Radio Holdings'
operates, and their downward effects on its forecasted operating
profit margins or expected cash flow growth rates, industry
forecasted operating profit margins, advertising market revenues
within the markets Radio Holdings operates stations, and the
selling prices of radio stations, have resulted in non-cash
impairments in the fourth quarter of 2008 expected to be
approximately $600 million.  The exact amount of the impairment,
however, has yet to be finalized.

Meanwhile, the Company disclosed that on February 24, 2009, it
received the resignation of Holcombe T. Green, Jr. from its board
of directors and the board of directors of CMP Susquehanna Corp.,
its wholly owned subsidiary, effective on such date.  Mr. Green's
resignation was not the result of any disagreement.  Neither the
board nor the Company's stockholder have appointed or elected a
replacement director to date.

CMP Susquehanna Radio Holdings Corp. is the third-largest
privately owned radio broadcasting company in the United States
and is believed to be the 10th largest radio broadcasting company
overall in the United States based on 2008 revenues.  The Company
owns 32 radio stations, of which it operates 23 FM and 9 AM
revenue generating stations in 9 metropolitan market in the United
States.  The Company's headquarters are in Atlanta, Georgia.

                           *     *     *

The Troubled Company Reporter said March 16, 2009, that Standard &
Poor's Ratings Services lowered its corporate credit rating on CMP
Susquehanna Radio Holdings Corp. to 'CC' from 'CCC+'.  In
addition, S&P lowered the issue-level rating on the company's
9.875% senior subordinated notes due 2014 to 'C' from 'CCC-'.  The
corporate credit rating and all issue-level ratings on CMP
Susquehanna, including the 'CCC+' rating on the company's
$800 million secured credit facilities, remain on CreditWatch with
negative implications.


COEUR D'ALENE: Swaps $18MM in 2024, 2028 Senior Notes for Equity
----------------------------------------------------------------
Coeur d'Alene Mines Corporation agreed to exchange:

   -- $12,026,000 aggregate principal amount of its 1.25%
      Convertible Senior Notes due 2024; and

   -- $6,291,000 of its 3.25% Convertible Senior Notes due 2028,

for an aggregate of 15,361,918 shares of its common stock, par
value $1.00, pursuant to privately-negotiated agreements dated
March 9, 2009, March 12, 2009 and March 13, 2009.

The Company expects all the Shares to be issued between March 10
and 19, and will issue the Shares pursuant to the exemption from
the registration requirements afforded by Section 3(a)(9) of the
S.A. of 1933, as amended.

                       About Coeur d'Alene

Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold. The
company has mining interests in Nevada, Idaho, Alaska, Argentina,
Chile, Bolivia and Australia.

                       *     *     *

Coeur d'Alene Mines Corp.'s US$180 Million notes due Jan. 15,
2024, carry Standard & Poor's Ratings Services B- rating.


CORE STATES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Core States Management, Inc.
        1243 Water Avenue
        P.O. Box 499
        Hillsboro, WI 54634

Bankruptcy Case No.: 09-11497

Chapter 11 Petition Date: March 15, 2009

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: William J. Rameker, Esq.
                  Murphy Desmond S.C.
                  33 East Main Street, Suite 500
                  Madison, WI 53701-2038
                  Tel: (608) 257-7181
                  Fax: (608) 257-4333
                  Email: wrameker@murphydesmond.com

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

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

The petition was signed by Robert Feala, president of the company.

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

             http://bankrupt.com/misc/wiwb09-11497.pdf


DANA HOLDING: Auction off Assets Left in Old Headquarters
---------------------------------------------------------
Dana Holding Corp., which hasn't made a profit since emerging from
bankruptcy last February 2008, is hoping to do better selling
candelabras, go-karts, and a gold-plated warrior helmet, Alex
Ortolani of Bloomberg reported.

Those items were among more than 200 the company put up for
auction before it moves from its Toledo, Ohio, headquarters with
rolling lawns and Georgian, colonial-style buildings to a
technical center in nearby Maumee. According to the report, the
goods, many of which were in storage, include mahogany wine
cabinets, a scale for weighing gold and a 20-piece Wedgewood China
set that sold for $800.

Spokesman Chuck Hartlage said that about 175 Dana employees will
move out of the old headquarters in September, after which all of
the office furniture currently in use will join the auction list.
He declined to provide an estimate of the amount the company might
raise selling large candlesticks and other furnishings, adding
that some of the proceeds will go to Dana's charitable foundation,
Bloomberg added.

Mr. Hartlage according to the source points out, "It's not about
the money. It's about assets that we will no longer have a use
for. We're moving to a fully furnished, modern facility."

The source says Dana is doing more than moving headquarters to cut
costs after reporting $435 million in net losses over the past
three quarters. The supplier said Nov. 6 it's working to close 10
plants by 2010 and shed 5,000 employees.

                        About Dana Holding

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 Dec. 22, 2008, Moody's Investors Service
has lowered the ratings of the Dana Holding Corporation --
Corporate Family Rating and Probability of Default Rating to Caa1
from B2.  Moody's also lowered the ratings on the company's senior
secured asset based revolving credit facility to B2 from Ba3, and
lowered the rating for the senior secured term loan to B3 from B1.
The ratings remain under review for possible further downgrade.
The Speculative Grade Liquidity Rating of SGL-3 was affirmed.
The downgrades result from the expectation of continued erosion in
the North American market for SUVs and light trucks over the near
term.  Reduced demand, according to Moody's, is expected to be
driven by weakening economic conditions and consumer aversion of
purchasing automobiles from distressed OEMs.


DAUFUSKIE ISLAND: Closes, Lays Off Workers; Court to Name Trustee
-----------------------------------------------------------------
Michael Welles Shapiro at Beaufortgazette.com reports that the
Daufuskie Island Resort & Breathe Spa owners Bill and Gayle Dixon
have closed and laid off the rest of its skeleton staff.

Beaufortgazette.com relates that Melrose Inn, the Melrose golf
course and clubhouse, and ferry operations from Salty Fare on
Squire Pope Road on Hilton Head Island have been closed.

The court ruled on Tuesday that a trustee will be appointed to run
the resort, which could lead to a reopening, Beaufortgazette.com.
"It could be two days or two weeks until a trustee is picked and
the resort's back in business," Beaufortgazette.com quoted Russ
Brown -- chairperson and CEO of RBC Enterprises, which develops
and sells real estate at the resort -- as saying.

The Dixons have relinquished control of Daufuskie Island,
Beaufortgazette.com relates, citing Mr. Brown.  According to
Beaufortgazette.com, the court ruled last week that the Dixons
could not sell or lease portions of the resort without the consent
of a select group of resort members.

Rich Silver, a member involved in a lawsuit against the resort,
and Mr. Brown said that a lender was willing to give the Dixons
money if the court let them sell or lease its assets freely, which
the court wouldn't allow, Beaufortgazette.com states.  the report
quoted Mr. Silver as saying, "As a result of this ruling, the one
lender that was willing to lend (the Dixons) monies to keep
operatingis no longer willing to make that loan."

The Dixons, after the lender pulled out, agreed to let the court
appoint a trustee, Beaufortgazette.com relates, citing Mr. Brown.

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operates the Daufuskie Island Resort & Breathe Spa.  The company
was owned by Gayle and Bill Dixon, a San Francisco Bay area
couple.

As reported by the Troubled Company Reporter on January 22, 2009,
Daufuskie Island Properties LLC, also known as Daufuskie Island
Resort & Breathe Spa, sought bankruptcy protection from creditors
before the U.S. Bankruptcy Court for the District of South
Carolina.


DAVID CLARKSON: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: David G. Clarkson
        1705 32nd St.
        Evans, CO 80620

Bankruptcy Case No.: 09-13890

Chapter 11 Petition Date: March 11, 2009

Court: District of Colorado (Denver)

Debtor's Counsel: Jon S. Nicholls, Esq.
                  jon.nicholls@nichollslaw.com
                  1850 Race St.
                  Denver, CO 80206
                  Tel: (303) 329-9700

Total Assets: $ 3,017,250

Total Debts: $31,222,939

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
New Frontier Bank              potential         $11,410,337
2425 35th Ave                  personal
Greeley, CO 80634              liability

Wells Fargo Bank               potential         $2,456,000
5801 W 11th St                 personal
Greeley, CO 80634              liability

Bank of Choice                 potential         $1,689,928
3635 23rd Ave                  personal
Evans, CO 80620                liability

1st Horizon Home Loans         property          $1,570,000
4000 Horizon Way               personal
Irving, TX 75063               liability

Farmers Bank of Ault           potential         $1,461,066
119 1st St                     personal
Ault, CO 80610                 liability

Colorado Community Bank        potential         $647,000
175 E 1st St                   personal
Akron, CO 80720                liability


DBSI INC: Files Schedules of Assets and Liabilities
---------------------------------------------------
DBSI Inc. filed with the U.S. Bankruptcy Court for the District of
Delaware a schedule of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            ------------    ------------
  A. Real Property                $10,460,549
  B. Personal Property           $345,801,655
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $2,002,651
     Secured Claims
  E. Creditors Holding                             $6,692,394
     Unsecured Priority
     Claims
  F. Creditors Holding                           $145,615,082
     Unsecured Non-priority
     Claims
                                 ------------    ------------
     TOTAL                       $356,262,205    $154,310,128

  [Content redacted on June 16, 2009.]

                         About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  On November 10, 2008, and
other subsequent dates, DBSI and 167 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP as its bankruptcy counsel.  Kurtzman
Carson Consultants LLC is the Debtors' notice claims and balloting
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.

General Information: On November 10, 2008, and other subsequent
dates, each of the Debtors filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code").  The 168 Debtors cases were assigned case
numbers listed here (collectively, the "Bankruptcy Cases") and are
jointly administered under case no. 08-12687.  The Bankruptcy
Cases are pending before the Honorable Peter J. Walsh in the
United States Bankruptcy Court for the District of Delaware.


DENNIS SPIELBAUER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dennis S. Spielbauer
        dba Royal Pacific Properties
        dba Golden Gate Financial Management
        P.O. Box 720835
        San Jose, CA 95172-0000

Bankruptcy Case No.: 09-51654

Chapter 11 Petition Date: March 10, 2009

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: David A. Boone, Esq.
                  ecfdavidboone@aol.com
                  Law Offices of David A. Boone
                  1611 The Alameda
                  San Jose, CA 95126
                  Tel: (408)291-6000

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Roberts & Elliott              Services Rendered $20,000
Ten Almaden Blvd, Ste. 500
San Jose, CA 95113

Kathleen Denney                Personal Loan     $15,000
484 S. Fifth Street
San Jose, CA 95112

Warren's Heating & Air         Conditioning      $3,500
Conditioning
6022 E Lathrop Rd
Manteca, CA 95336

Robert Sturges                 Legal Services    $3,500

Discover Card                  Credit Card Debt  $3,089

Cal Coast Credit Services      Collection Agent  $2,739
                               for Mindy Pelz

Washington Mutual                                $2,485

Johst Floor Coverings          Services Rendered $1,450

ER Solutions                   Collection Agent  $739

Bally Total Fitness            Services Rendered $232

Professional Recovery          Collection Agent  $6


DCNC NORTH CAROLINA: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: DCNC North Carolina I, L.L.C.
        401 City Avenue, Suite 710
        Bala Cynwyd, PA 19004-1150

Bankruptcy Case No.: 09-11825

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Leslie Beth Baskin, Esq.
                  Spector Gadon Rosen
                  1635 Market Street
                  Philadelphia, PA 19103
                  Tel: (215) 241-8888
                  Fax: (215) 241-8844
                  Email: lbaskin@lawsgr.com

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

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

The petition was signed by Maurice H. Johnson, vice president and
treasurer of the company.

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


DELTA AIR: To Shrink 10% of Overseas Flights in September 2009
--------------------------------------------------------------
As widely reported, Delta Air Lines Inc., will implement 10%
international capacity cuts starting in September 2009, in light
of plunging customer demand for international travel.  The 10%
capacity reduction adds to the 6% to 8% capacity cuts the airline
previously confirmed in December 2008.

Delta has it is trimming 3% to 6% of international seats in 2009.
The carrier disclosed that it was cutting, among others, Atlanta-
Shanghai flying by 40% in the second quarter of 2009, by operating
four days a week instead of seven, according to Bloomberg News.

"By and large, Delta is managing necessary capacity reductions
through fewer weekly frequencies, and in some cases, smaller
aircraft," spokeswoman Betsy Talton told Bloomberg.

Delta reported in January 2009, that it was also experiencing low
demand in its domestic routes, as spurred heavily by pullbacks in
business travel by the automotive industry and in leisure travel
by worried consumers.  Delta's combined traffic results with
Northwest Airlines Corporation fell 10% in February.

Other large U.S. airlines are cutting seats on routes to London,
Tokyo and other overseas business centers by as much as one-third
of their overall capacity, Bloomberg notes.

"The airlines aren't competing with each other right now.
They're just trying to manage their own revenues and survive,"
Bloomberg quotes Roger King, a debt analyst at CreditSights Inc.,
in New York, as saying.

                     Company's Statement

In a memo dated March 10, 2009, addressed to more than 70,000
Delta employees worldwide, Delta Chief Executive Officer Richard
Anderson and President Edward H. Bastian confirmed that the
airline is undertaking measures to combat the "worsening global
economy," including capacity cuts:

The memo reads:

   "The worsening global economy continues to place
   additional pressure on the airline industry.  In just the
   few months since we last announced capacity reductions,
   revenues have weakened, particularly in international
   markets.  Once again, we must move quickly to adjust our
   capacity and stay in front of demand changes.

   This morning at an investor conference in New York, we will
   announce plans to reduce international capacity an
   additional 10% beginning in September.  These reductions
   will be targeted to areas where we've seen the most revenue
   weakness -- the Atlantic and Pacific networks.  Trans-
   Atlantic capacity this winter will be down 11 to 13% and
   trans-Pacific down 12 to 14% compared to winter 2008.  To
   achieve these capacity changes, we will exit low performing
   markets, down-gauge certain routes, adjust frequencies, and
   move some markets to seasonal service.

   We remain focused on our goal to build a diversified,
   profitable worldwide network.  To this end, even as we
   reduce our Atlantic and Pacific capacity, our Latin America
   capacity will be up slightly in the fourth quarter, as we
   take advantage of targeted growth opportunities through new
   routes and increased frequencies.

   These reductions are in addition to the December
   announcement to reduce systemwide 2009 capacity by 6 to 8%
   year over year.  As a result of the voluntary programs just
   concluded, nearly 2,100 of our colleagues will be
   voluntarily leaving over then next several months.  While
   these voluntary reductions met our overall target, there are
   certain positions and geographic locations where we fell
   short of achieving the goals of the voluntary programs.

   With the additional capacity reductions noted above, we
   again must reassess our staffing needs.  As in the past,
   voluntary programs are always our first consideration to
   adjust staffing needs.

   Our merger provides the silver lining to these turbulent
   economic times as we begin to see tangible evidence of the
   benefits of our integration and understand how the merger
   positions Delta ahead of our competitors.  Above all, your
   focus on executing the Flight Plan and providing superior
   customer service is our most prized attribute.

   We will continue to make decisions that are in the long-term
   interest of employees, customers, shareholders and the
   communities we serve.  Remaining focused on our 2009 Flight
   Plan will be key to our success.  This will require teamwork
   from all divisions and departments working toward this
   common goal.  Thank you for the incredible work you do for
   our customers every day.  Together, we are building a
   stronger Delta."

                 Integration of Airport Operations

In light of their merger in October 2008, Delta and Northwest are
integrating various aspects of their operations.

At the Tampa International Airport in Florida, Northwest will
relocate to Airside E in April 2009, to be with Delta, airport
director Louis Miller told the Tampa Tribune.  Delta and
Northwest have also have begun to shift destination schedules at
the TIA, including Tampa-Los Angeles and Tampa-Hartford routes,
as reflected on both airlines' Web sites, the newspaper noted.

Similarly, the Northwest ticket counter at the Eppley Airfield in
Omaha, Nebraska will close at the end of April 2008, while the
Delta counter at the south end of the terminal will expand to
handle passengers for both airlines, reported Tom Shaw of Omaha
World-Herald.  The Northwest brand at Eppley will eventually will
be phased out and integrated into Delta, with the merged airline
using gates 3, 4 and 5, the report added.

The integration of Delta and Northwest operations are resulting
to job cuts in June 2009, for up to 25 ground services crews at
the Buffalo Niagara International Airport, reported Sharon
Linstedt of The Buffalo News, citing a notification from the New
York State Department of Labor.  Delta spokesman Anthony Black
told the Buffalo News that while there will be a new ground
services structure in place for the merged airline as of June 2,
it is possible that current workers will be hired by a firm which
secures a single service contract.  Mr. Black said that the
combined airline operations at the Buffalo Airport "will work out
of the same ticket counters and gate space."

The Delta-Northwest integration in China has also started in
March 2008, with the airlines' air ticketing and booking services
being merged, according to China Hospitality News.

The move allows customers to purchase air tickets for both
airlines from one office, the report added, quoting Sandeep Bahl,
general manager of Northwest Airlines China.

Delta has begun in January 2009, the consolidating and re-branding
of Northwest facilities in more than 200 airports worldwide in
order to seamlessly integrate the carriers.  Delta expects to
complete re-branding in all airports by 2010.

             Progress on Seniority Integration Efforts

Delta confirmed March 16, 2009, that the remaining seniority
integration committees representing pre-merger Delta employees in
the larger workgroups presented their recommendations for fair and
equitable seniority integration methods for the combined
workgroups.

In a memo issued to update Delta employees on the "merger
milestones," Mike Campbell, executive vice president of Human
Resources and Labor Relations at Delta, explained that the
recommendations made cover ACS/Cargo, Reservation Sales and
TechOps Stores employees.  "If these recommendations were to be
agreed to by representatives of pre-merger Northwest Airlines
Corporation employees, and accepted by the company, we would have
seniority integration issues resolved for the vast majority of
our combined employee groups." Mr. Campbell said.

Mr. Campbell noted that pre-merger Northwest training
representatives, production planners, line maintenance planners,
technical writers, reliability analysts and technical analysts,
represented by the Aircraft Technical Support Association, voted
to approve a transition plan.  The transition plan provides that
they will now file a notice with the National Mediation Board
requesting that the NMB terminate their certification, according
to Mr. Campbell.

In addition, Mr. Campbell confirmed that Delta also resolved
representation issues for planners, trainers, and reliability and
technical analysts in Northwest's Technical Operations group.

To recall, the Delta TechOps Seniority Integration Committee and
the Northwest Committee partnered in December 2008, to reach a
tentative agreement on a combined seniority list covering
approximately 6,000 aircraft technicians and other TechOps
employees of the new Delta.

Mr. Campbell noted that Delta has already resolved seniority
integration issues with respect to its pilots, dispatchers, AMTs,
and meteorologists.  The Company has also supported a "seniority
date methodology" method in integrating the Delta and Northwest
flight attendant workgroups, as was proposed by the Flight
Attendant Seniority Integration Committee.

Mr. Campbell applauded the efforts of the seniority integration
teams, and commended ATSA "for working with [the airline] to
resolve representation for these employees."

He affirmed that the Delta's progress on seniority integration of
pre-merger employees will allow the airline "to align
[employees'] pay, benefits and work rules with similarly situated
salaried and merit-based employees of Delta.

                    Progress "Stalled"

While Delta moves ahead with the ironing out of its merger issues
with Northwest's workforce, the Association of Flight Attendants
and International Association of Machinists and Aerospace
Workers, which represent 16,000 pre-merger Northwest employees,
have to file for an election with the National Mediation Board,
The Detroit News reports.

AFA-CWA and IAMAW "[are] facing the distinct possibility of
losing elections when combined with non-union Delta counterparts
. . . [standing] to lose tens of millions each year in dues
collected from members," the newspaper notes.

In a letter sent to Delta executives, Machinists Union president
Stephen Gordon called the airline's promises to protect employee
interests "hollow." "Be assured that we will not allow you to
roll over our members," Mr. Gordon wrote, according to The
Detroit News.

Joseph Tiberi, spokesman for the International Association of
Machinists, has told the Atlanta Journal-Constitution that a
seniority list is "meaningless" without a contract that discusses
how employees can use their seniority.

         Lord Abbett Holds 10.10% Stake In Reorganized Delta

In an amended Form 13G filed with the Securities and Exchange
Commission dated March 10, 2009, Lord, Abbett & Co. LLC
disclosed that it beneficially owns 30,689,022 shares of Delta
common stock, constituting 10.10% of shares outstanding.  The firm
has the sole voting power on 27,750,818 shares and has the sole
option to dispose of 30,598,273 shares.

Delta had 698,464,807 shares outstanding as of January 31, 2009.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and
$17.9 billion in total debts.  On May 21, 2007, the Court
confirmed the Northwest Debtors' amended plan.  That amended plan
took effect May 31, 2007.  (Northwest Airlines Bankruptcy News
Issue No. 114; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on Sept.
26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


E-CON LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: E-CON, LLC
        4555 Investment Drive Suite 200
        Troy, MI 48098

Bankruptcy Case No.: 09-47159

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Michael P. DiLaura, Esq.
                  105 Cass Ave.
                  Mt. Clemens, MI 48043
                  Tel: (586) 468-5600
                  Fax : (586) 465-9113
                  Email: miked@mikedlaw.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors, together with its petition.

The petition was signed by Djeamourty Ramkumar, CEO of the
company.


EAST CAMERON: Sukuk Bondholders Ask Court to Name Ch. 11 Trustee
----------------------------------------------------------------
Camulos Master Fund LP, Cheyne Capital Management (UK) LLP, The
DuPont Pension Trust, Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, and Plainfield Direct Inc. (the "Sukuk
Certificateholders"), and East Cameron Gas Company ask the U.S.
Bankruptcy Court for the Western District of Louisiana to appoint
a Chapter 11 trustee for East Cameron Partners, L.P.

The movants charges the management of the Debtors of incompetence
and gross mismanagement, on the following grounds:

  a) Debtor's management has lost the right to operate in the
     Outer Continental Shelf because of the Minerals Management
     Service's disqualification of an affiliate of the Debtors.

  b) Debtor's management has wantonly and without explanation
     drained funds from the estate amounting to over $1.2 million
     in less than four months through several unauthorized
     transfers to the Debtor's affiliates, some possibly in
     payment of prepetition claims.

  c) Revenues of the Debtor are being used to pay the costs and
     expenses of non-debtor affiliates.

  d) Debtor, through the use of contrived "invoices", has
     deceptively drained money from a capital expenditure
     account, the purpose of which is the legitimate, reasonable
     development of mineral leasehold interests obtained from the
     MMS, specifically East Cameron Blocks 71 and 72 (the
     "Subject Leases").

  e) Debtor has used monies specifically escrowed for capital
     expenditures for operational expenses, and has used monies
     specifically escrowed for operational expenses for
     capital expenditures.

  f) Debtor has made specious management decisions, including
     (a) refusing or inexplicably being unable to procure and
     install a compressor on the Subject Leases, while admitting
     that the piece of equipment will cause a substantial ramping
     of gas production, and (b) purchasing an unnecessary and
     over-priced quarters building from a non-debtor affiliate of
     the Debtor.

  g) Debtor has squandered nearly $38 million which was intended
     to complete the entire leasehold development program
     anticipated as part of the Sukuk transaction.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million in assets and over
$100 million in debts.


EAST RIDGE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: East Ridge Associates, LLC
        103 Remsen Street
        Cohoes, NY 12047

Bankruptcy Case No.: 09-10761

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: David Brickman, Esq.
                  David Brickman PC
                  1664 Western Ave.
                  Albany, NY 12203
                  Tel: 518-464-6464

Total Assets: $2,635,000.00

Total Debts: $2,226,890.00

The Debtor does not have any creditors who are not insiders.

The petition was signed by Steve T. Noble, managing member of the
company.


ENTRAVISION COMMUNICATIONS: S&P Affirms 'B+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit rating on Santa Monica, California-based Spanish-language
media company Entravision Communications Corp.  The rating was
removed from CreditWatch, where it was placed with negative
implications on Feb. 4, 2009, due to S&P's concerns regarding
covenant compliance.  The rating outlook is negative.

At the same time, S&P revised its recovery rating on the company's
secured credit facilities to '3', reflecting 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 these
facilities was lowered to 'B+' (at the same level as the 'B+'
corporate credit rating on the company) from 'BB-' in accordance
with S&P's notching criteria for a '3' recovery rating.  S&P
removed the issue-level rating from CreditWatch along with the
corporate credit rating.

"The affirmation of the corporate credit rating reflects S&P's
expectation that Entravision will remain in compliance with
financial covenants over the intermediate term following its March
16, 2009 credit amendment, despite the potential for continued
meaningful EBITDA declines in 2009," said Standard & Poor's credit
analyst Michael Altberg.

S&P estimate that debt to EBITDA (pro forma for the company's
$40 million of debt repayment as required by the amendment) was
roughly 5.0x, versus a 6.75x covenant, which steps down to 6.5x on
March 31, 2010.  Based on S&P's assumptions regarding cost-cutting
initiatives and retransmission consent revenue in 2009, S&P
project that the company could withstand 30% to 35% EBITDA
declines in 2009 and still remain in compliance with covenants
without further debt repayment.  As of Dec. 31, 2008, cash
balances were $64.1 million, prior to the $40 million debt
repayment in March 2009.  S&P believes Entravision will generate
positive discretionary cash flow in 2009, which could also be
directed toward debt repayment for compliance purposes.

For the fourth quarter of 2008, revenue and EBITDA declined 16%
and 37%, respectively, due to advertising demand weakness and
significant declines in the key automotive category.  The
company's EBITDA margin declined to roughly 30.4% for 2008--still
very healthy, but down from the mid-30% area in previous years.
The company expects to lower its operating costs by a minimum of
$11 million in 2009 due to cost-cutting initiatives, but S&P is
still projecting further margin compression throughout the year.

Lease-adjusted debt to EBITDA was 5.7x as of Dec. 31, 2008, and
roughly 5.2x pro forma for the $40 million debt repayment
associated with the credit amendment subsequent to the quarter-
end.  EBITDA coverage of cash interest was 2.4x as of Dec. 31,
2008.  Based on the 375-basis-point increase in LIBOR spreads that
accompanied the amendment and S&P's projections for EBITDA
declines throughout the year, S&P estimates that EBITDA coverage
of cash interest could decline to roughly 1.5x in 2009, which is
slightly weak for the rating.  The company converted a healthy 46%
of EBITDA to discretionary cash flow for the 12 months ended Dec.
31, 2008.  Based on the credit amendment, capital expenditures
will be limited to $10 million for 2009 and 2010.  Still, S&P
expects that conversion could decline to the 30% area in 2009 due
to pressure on EBITDA.


FAIRCHILD CORP: Wants to Obtain $23 Million DIP Facility from PNC
-----------------------------------------------------------------
The Fairchild Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   -- authorize (i) its affiliates to obtain debtor in possession
      financing in an aggregate amount not to exceed $23 million
      from PNC, Bank National Association; and (ii) Fairchild to
      (A) guaranty the DIP Borrowers obligations under the PNC DIP
      facility and (B) pledge its equity interests in Banner
      Aerospace Holding Company I, Inc.;

   -- authorize the DIP Borrowers to execute and enter into the
      PNC DIP agreements and to perform the other and further acts
      as may be required in connection with the PNC DIP facility;

   -- grant security interest, liens and superpriority claims to
      lenders to secure all obligations of the DIP borrowers, but
      subject in the case of priority to the Wells Fargo lien to
      the extent it is a permitted lien and the Carve Out;

   -- allow it to immediately apply a portion of the proceeds of
      the PNC DIP facility to satisfy in full the Debtors'
      obligations under the prepetition financing documents and
      the other terms;

   -- authorize it to waive and release all claims against the
      lenders, including to contest the validity, extent or
      priority of the lenders' claims, subject to the rights of a
      party with requisite standing to challenge same within 45
      days of the petition date;

   -- authorize it to waive the rights to seek use cash collateral
      of the lenders or obtain other postpetition loans or
      financial accommodations;

   -- prohibit any other party to foreclose or otherwise seek to
      enforce any junior lien or claim in any of the collateral
      that secures the PNC DIP facility;

   -- schedule a final hearing on the motion 20 days after the
      petition date to consider entry of the final orders;

   -- certain notice procedures for the hearings hereon; and

   -- grant the lenders a security interest in all causes of
      action and recovery rights and barring any surcharge of the
      lenders' collateral.

Prior to the petition date, the operations of the Debtors were
financed by the lenders pursuant to a $28 million revolving credit
facility under the prepetition financing documents.  The
prepetition financing documents consisted of two inter-related
credit and security agreements, (a) the Domestic Prepetition
revolving credit agreement; and (b) the Export-Import revolving
credit agreements.  Amounts outstanding as of the petition date
were approximately $20 million.  The prepetition obligations to
the lenders are secured by first-priority liens in and continuing
pledges and and security interest of and against substantially all
of the Debtors' assets and the Debtors' equity interest in Banner
in favor of PNC, subject to the lien in favor of Wells Fargo
Financial Leasing lien to the extent it is a permitted lien.

In addition, the Pension Benefit Corporation has filed a notice of
federal lien in the amount of about $2 million against Matrix, one
of the Debtors, which lien is dated Feb. 16, 2009.  The lien
relates to pension payments the Debtors were unable to make due to
their deteriorating financial condition.  The Debtors relate that
the PBGC lien is both subordinate to PNC and lenders' prepetition
liens and is unsecured.

               Salient Terms of the PNC DIP Facility

DIP Borrowers:          Banner Aerospace Holding Company I, Inc.,
                        GCCUS, Inc., NASAM Incorporated,
                        Professional Aviation Associates, Inc.,
                        DAC International, Inc. Professional
                        Aircraft Accessories, Inc.

PNC DIP Facility:       A senior secured, priming super-priority
                        debtor in possession credit facility
                        consisting of a revolving credit facility
                        in the maximum aggregate amount equal to
                        $23 million sublimit for advances under
                        the DIP Ex-Im credit agreement.
                        Availability under the PNC DIP facility
                        will be reduced dollar for dollar by the
                        amounts outstanding under the DIP Ex-Im
                        credit agreement.

Lenders:                PNC Bank, National Association and other
                        financial Institutions from time to time
                        to the PNC DIP facility.

Guarantors and
Guaranty:               The Fairchild Corporation will guaranty
                        the obligations of the DIP borrowers and
                        pledge its holdings of Banner's Stock to
                        secure its obligations under the guaranty.

Designated Purposes:    The proceeds will be used solely for the
                        items, in the amounts and at the times
                        set forth in the Budget to fund pending
                        the sale of DIP borrowers, the working
                        capital needs of DIP borrowers and
                        repayment of the prepetition obligations.

Borrowing Base:         The facility will include up to a
                        $23 million revolving credit facility
                        that includes up to a $12 million
                        sublimit for advances under the DIP Ex-Im
                        credit agreement.

Priority of Security
Interest in
DIP Collateral:         All obligations of the Debtors will be
                        secured by a first priority, perfected
                        lien on all prepetition collateral and
                        postpetition collateral of the DIP
                        borrowers and the senior lien on the
                        pledge of all the stock of Banner by
                        Holdings, subject only to Carve Out,
                        including without limitation, all
                        prepetition obligations.  All liens and
                        security interest of the lenders in the
                        DIP Collateral will be deemed valid and
                        perfected upon the entry of the interim
                        order, without further action required by
                        the lenders.  The lenders will not be
                        required to marshal the DIP Collateral
                        and may foreclose upon and liquidate any
                        of the DIP collateral in any order.

Superpriority:          All of the obligations of the DIP
                        borrowers and Holdings under the PNC DIP
                        Facility will constitute allowed
                        superpriority administrative expense
                        claims in the DIP borrowers' Chapter 11
                        cases with priority over any and all
                        administrative expense claims in the DIP
                        Borrowers' Chapter 11 cases.

Carve Out:              The lenders' liens and security interest
                        in the DIP Collateral and any proceeds
                        received by the lenders from the DIP
                        Collateral after an event of default will
                        be subject to the prior payment of (a)
                        the statutory fees payable to the U.S.
                        Trustee; and (b) the unpaid and
                        outstanding reasonable fees and expenses
                        actually incurred on or after the
                        petition date, with respect to the
                        services performed and approved by a
                        final orders of the Court, by attorneys,
                        accountants, and other professionals
                        retained by the borrowers and any
                        committee appointed, less the amount of
                        any retainers, if any, then held by the
                        persons in a cumulative, aggregate
                        sum not to exceed in the case of all the
                        allowed professional fees incurred on or
                        after Carve Out termination date, the
                        lesser of (I) the actual amount of the
                        allowed professional fees incurred on or
                        after the petition date, and (II)
                        $300,000 less the amount of all payments
                        made by or on behalf of the borrows on
                        account of all payments made by or on
                        behalf of the borrowers on account of
                        allowed professional fees and statutory
                        fees after the Carve Out termination date.

Interest Rate:          The sum of (a) the alternate base rate
                        plus 3% with respect to domestic rate
                        loans and (b) the sum of 4% plus the
                        higher of (i) the Eurodollar Rate and
                        (ii) 2% with respect to Eurodollar Rate
                        loans.

Conditions:             Lenders' obligation to make available the
                        interim borrowing is conditioned on: (i)
                        all of the "first day orders" entered;
                        (ii) the Budget being satisfactory to the
                        agent; (iii) entry of the interim order
                        approving the interim borrowing without
                        appeal, stay or modification; (iv) entry
                        of an order acceptable to the agent
                        approving on an interim basis the PNC DIP
                        facility; (v) all PNC DIP liens will have
                        been deemed valid and perfected upon
                        entry of the interim order, (vi) a cash
                        management acceptable to the agent; (vii)
                        the entry of an order approving the
                        subordinated DIP facility; (viii) the DIP
                        Borrowers will have filed a satisfactory
                        motion to establish bidding procedures
                        and authorizing a sale of the DIP
                        borrowers' assets; (ix) the facility fee
                        will have been paid to the lenders; and
                        (x) lenders' expenses and fees will have
                        been paid and reimbursed simultaneous
                        with interim borrowing.

Termination Date:       The date which is the earliest of (a) the
                        date that is 100 days after the petition
                        date; (b) the effective date of a
                        confirmed Plan of Reorganization; (c) the
                        date that is 21 days after the entry of
                        the interim order if the final order has
                        not been entered by the Court by the
                        date; (d) the date of the closing of a
                        sale of substantially all of the DIP
                        borrowers assets; (e)the date of
                        conversion of any DIP borrowers cases to
                        a case under Chapter 7 of the Bankruptcy
                        Code; (f) the date of dismissal of the
                        case; and (g) the earlier date on which
                        all obligations become due and payable
                        under the terms of the PNC DIP agreements.

Fees and Expenses:      Commitment fee of 2% or $460,000, which
                        is not refundable and fully earned upon
                        the entry of the interim order and
                        payable as: (i) $230,000 upon the entry
                        of the interim order and (ii) $230,000 on
                        the earlier of the 60th day after the
                        petition date or the occurrence of an
                        event of default, collateral monitoring
                        fee of $58,000 per month; an unused line
                        fee of 0.25% on the average unused
                        advances under the PNC DIP facility; the
                        agents' reasonable legal fees and
                        expenses; and a field exam fee
                        $850 per man-day plus expenses.

The agreement contained certain events of default.

               The Phoenix Subordinated DIP Financing

The Debtors relate that they requested PNC to extend credit, but
except as set forth in the Budget, PNC was unwilling to increase
its funding levels to permit its loan proceeds to be used other
than for the DIP Borrowers.

The Debtors require additional financing because the PNC DIP
Facility may not be used for the benefit of the Debtors, except as
set forth in the Budget.  The Debtors do not have sufficient cash
and require liquidity to operate their businesses and provide
corporate overhead, administrative and professional support
necessary to facilitate the sale of the assets of the Debtors and
the further sale, reorganization or winddown of the Debtors' other
operations pursuant to the Phoenix Sale.  Thus Banner/Holdings
Debtors and Fairchild Realty LLC have agreed to enter into a $4
million subordinated financing with Phoenix Banner LLC.

The subordinated DIP facility is to be quaranteed by all the
Debtors other than the DIP Borrowers and Realty and subordinated
in all respects to the obligations under the PNC DIP facility.

The subordinated DIP facility is essentially a bridge facility to
allow the Debtors to funs the costs of pursuing the sale of the
DIP borrowers, the proceeds of which sale will in turn be used to
fund the costs of sale, reorganization or winddown of the Debtors'
other operations.

                 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.

The Debtors and its debtor-affiliates filed for Chapter 11
protection on March 18, 2009, (Bankr. D. Del Lead Case No.: 09-
10899)Jason M. Madron, Esq. and Michael Joseph Merchant, Esq.
at Richards Layton & Finger, P.A. represents the Debtors in their
restructuring efforts.  The Debtors' financial condition as of
Jan. 31, 2009, showed total assets of $89,433,000 and total debts
of $228,095,000.


FANNIE MAE: Will Pay Out Up To $611,000 in Retention Bonuses
------------------------------------------------------------
James R. Hagerty and Aaron Lucchetti at The Wall Street Journal
report that Fannie Mae will pay retention bonuses of as much
$470,000 to $611,000 to some executives this year, despite posting
losses.

As reported by the Troubled Company Reporter on March 2, 2009,
Fannie Mae recorded a net loss of $58.7 billion and a diluted loss
per share of $24.04 for 2008.  The Company's results for 2008 were
driven primarily by escalating credit-related expenses, consisting
primarily of additions to the Company's combined loss reserves;
significant fair value losses; investment losses from other-than-
temporary impairment; and a non-cash charge of
$21.4 billion in the third quarter of 2008 to establish a partial
deferred tax asset valuation allowance.

WSJ relates that Fannie Mae is receiving increasing amounts of
funding from the U.S. Treasury.  According to the report, the
Treasury has agreed to provide as much as $200 billion of capital
each to Fannie Mae and Freddie Mac in exchange for preferred
stock.  Fannie Mae and Freddie Mac said that they will need a
combined $60 billion of that money to cover their losses, the
report states.

Fannie Mae said in a securities filing that chief operating
officer Michael Williams is due to receive cash retention awards
of $611,000 this year, atop a similar award of $260,000 last year.
According to WSJ, Mr. Williams' base salary is $676,000 per year.

WSJ states that Fannie Mae said that it will pay retention awards
this year to these executive vice presidents:

     -- David Hisey, $517,000;
     -- Thomas Lund, $470,000; and
     -- Kenneth Bacon, $470,000;.

WSJ notes that the bonuses this year will be paid in two
installments -- one in April and another in November.  According
to WSJ, the installments will be paid only if the executives
remain in their posts at the payment dates.  Other Fannie Mae
employees are also eligible for retention awards, but the Company
disclosed only the largest of the bonuses, the report states.
Fannie Mae said that it won't give a retention bonus for the chief
executive officer Herbert Allison, who chose to work without any
salary or bonus last year, according to the report.

The bonuses that Fannie Mac and Freddie Mac are paying are
"critical" to keep people needed to support the mortgage market
and work on foreclosure-prevention efforts, WSJ says, citing James
Lockhart, director of the Federal Housing Finance Agency, of FHFA,
which regulates Fannie Mae and Freddie Mac.  Mr. Lockhart, WSJ
relates, said that after the companies' chief executives were
ousted in September 2008, "it would have been catastrophic to lose
the next layers down and other highly experienced employees."
Compensation has declined for many workers as other types of
bonuses weren't paid in 2008 and "past stock grants are virtually
worthless," the report states, citing Mr. Lockhart.  The report
says that until last year, Fannie Mae and Freddie Mac executives
were compensated largely in the form of common stock.

According to WSJ, U.S. Rep. Edolphus Towns said that bonuses for
executives at companies that have received government financial
assistance are "definitely wrong," as "they are rewarding folks
who have not done a good job."  WSJ says that Mr. Towns didn't
think that executives would leave the companies if they didn't get
retention bonuses.  "Where are these people going?  Everybody's
laying off," WSJ quoted Mr. Towns as saying.

    Fannie Stops Guaranteeing Mortgages in Condo Buildings

Nick Timiraos at WSJ relates that Fannie Mae stopped guaranteeing
mortgages in condo buildings where fewer than 70% of the units
have been sold, up from 51%.  Fannie Mae, says WSJ, won't back
loans for sales in buildings where 15% of current owners are
delinquent on association fees or where more than 10% of units are
owned by a single-entity.  According to the report, the new policy
became effective on March 1, 2009.  Most lenders, states the
report, have begun to implement Fannie Mae's guidelines.

The new rules protect borrowers from purchasing units in buildings
that have a high risk of failure while also preventing the
companies from throwing money into troubled developments, WSJ
states, citing Fannie Mae.  According to WSJ, developers can ask
Fannie Mae for an exemption from the rule.  More than 50
exceptions have been made, says the report.

WSJ reports that Fannie Mae and Freddie Mac will increase fees on
condo buyers in April.  WSJ notes that buyers without at least a
25% down payment should pay closing-cost fees equal to 0.75% of
their loan, regardless of the borrower's credit score.  The fees
are necessary to protect against higher default rates, WSJ states,
citing Fannie Mae and Freddie Mac.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

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


FLEETWOOD ENTERPRISES: Gets Interim OK to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has authorized Fleetwood Enterprises Inc. to use its lenders' cash
collateral until March 29, Bloomberg's Bill Rochelle said.

The Court approved the cash collateral use on an interim basis.
The Court will convene a hearing to consider final approval on
March 26.

Fleetwood hopes to have negotiated a secured financing arrangement
"as early as next week."

Reuters relates that Fleetwood has said it 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."

Meanwhile, Erik Larson of Bloomberg has earlier reported that
Fleetwood Enterprises Inc., the maker of motor homes and camping
vans that filed for bankruptcy, was sued for back wages by two ex-
workers who claim more than 800 employees were fired without
required warning.

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.


FLYING J: Big West Reduces Staff in Bakersfield
-----------------------------------------------
Flying J Inc.'s Big West of California LLC has reduced operations
at its Bakersfield oil refinery in Southern California to the
point where the only staff left are there to maintain the plant, a
spokesman said, according to Bloomberg News.

Bloomberg's Samantha Zee relates that in January, Big West said it
would curtail operations at the Bakersfield refinery after failing
to secure adequate crude oil supplies. The company is seeking to
sell the refinery or find a partner to share in running the plant.

An outside spokesman for the company Peter Hill was quoted saying
in an interview, "Operations are now wound down to the extent that
they can be. There have been layoffs in the past few weeks and the
end point in terms of staffing is still under discussion with the
union."

The source relates that last month, Ed Huhn, secretary treasurer
of the United Steelworkers of America Local 219 at the refinery,
said Big West was expected to reduce the number of staff at the
Bakersfield plant "down to 36 to 40 people."

The remaining staffs are "needed to ensure the safety of the
facility and that the refinery's baseline functionality is
protected," Mr. Hill said, according to the Bloomberg report.  And
he stressed, "The intention is still to seek a resolution to the
financial and operational difficulties that have been experienced.
To the extent that a resolution can be reached, then all of this
is being done with an eye on resuming operations in the future."

                          About Flying J

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


FORUM HEALTH: Schedules Filing Deadline Extended Until April 30
---------------------------------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio extended until April 30, 2009, Forum Health and
its debtor-affiliates' time to file (a) schedule of assets and
liabilities; (b) statement of financial affairs; (c) schedule of
current income and expenditures; (d) a statement of executory
contracts and unexpired leases; and (e) a list of equity security
holders.

The Debtors related that the extension will provide sufficient
time to gather necessary information, prepare and file the
Schedules and Statements.

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.


FREDDIE MAC: Raises Doubts About Ability to Be Profitable Again
---------------------------------------------------------------
Dawn Kopecki of Bloomberg reports that Freddie Mac announced that
it needs more financial help from the government and consequently
raised doubts about its ability to become profitable again.

Freddie's decision to tap an additional $31 billion in aid in
return for preferred stock will raise its annual dividend payment
to the Treasury to $4.6 billion, a figure the McLean, Virginia-
based company said may be beyond its means.

Bloomberg quoted Freddie Mac as saying, "This dividend obligation
exceeds our annual historical earnings in most periods, and will
contribute to increasingly negative cash flows in future periods".

The Company has posted earnings large enough to cover such a
payment in only two of the past 19 years, according to data
compiled by Bloomberg.  The source says an inability to make good
on dividends may force the Treasury to raise the interest, write
off the debt or assume full control of Freddie, which was put
under government control along with its larger competitor, Fannie
Mae, on Sept. 6.

"Basically, there is no exit strategy. There is no way they can
repay the taxpayer even when credit losses tail off," Rajiv Setia,
a fixed-income strategist at Barclays Capital in New York, said in
an interview.

Bloomberg relates that the conflicting demands of meeting
government initiatives and pursuing profit were cited by Freddie
as a reason for "significant uncertainty" about its capital needs
and "long-term financial sustainability."

Jim Vogel, the head of agency debt research at FTN Financial in
Memphis, Tennessee, as cited by Bloomberg said that policy makers
won't be able to make an accurate assessment about the companies'
future for at least six months. "It's probably too strong to say
that they'll never be profitable. You could say that it will be
difficult for them to stay consistently profitable and earn the
return required," Moshe Orenbuch, an analyst at Credit Suisse in
New York, said in an interview.

Freddie and Fannie Mae own or guarantee about $5.2 trillion of the
$12 trillion U.S. residential mortgage market. Since the takeover,
regulators have been pressuring the companies to offer low-cost
mortgage refinancings and waive loan standards to help curb
foreclosures amid the worst U.S. housing market since the Great
Depression, the report added.

Freddie and Fannie are part of President Obama's plan to help 9
million Americans avoid foreclosure.  The Obama administration on
March 4 said a program using Fannie and Freddie to refinance as
many as 5 million loans would have the companies buy mortgages on
properties that have less than 20 percent equity without requiring
new appraisals or additional mortgage insurance, Bloomberg said.

"They are being used as a public policy tool to save the housing
market. That is just going to make it more difficult for them to
be floated out as public companies down the road," Paul Miller, an
analyst at FBR Capital Markets in Arlington, Virginia, said in an
interview.  Freddie's ability to return to profitability depends
on how long the government keeps using the company to push its
housing agendas, Mr. Miller said.

According to the report, the Federal Housing Finance Agency put
the companies under its control and forced out management after
examiners said the two may be at risk of failing.  The Treasury
pledged to buy $100 billion of each company's preferred stock as
needed when the value of their assets drops below the amount they
owe on obligations. On Feb. 18, it doubled that funding
commitment.

                       About Freddie Mac

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

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

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

                         Conservatorship

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


FREDDIE MAC: Will Pay Bonuses to Keep Key Employees
---------------------------------------------------
James R. Hagerty and Aaron Lucchetti at The Wall Street Journal
report that Freddie Mac plans to pay retention bonuses but hasn't
yet disclosed details.

As reported by the Troubled Company Reporter on March 12, 2009,
Freddie Mac reported a net loss of $23.9 billion for the quarter
ended December 31, 2008, compared to a net loss of $25.3 billion
for the quarter ended September 30, 2008.  For the full-year 2008,
the Company reported a net loss of $50.1 billion, compared to a
net loss of $3.1 billion for the full-year 2007

WSJ relates that Freddie Mac is receiving increasing amounts of
funding from the U.S. Treasury.  According to the report, the
Treasury has agreed to provide as much as $200 billion of capital
each to Fannie Mae and Freddie Mac in exchange for preferred
stock.  Fannie Mae and Freddie Mac said that they will need a
combined $60 billion of that money to cover their losses, the
report states.

The bonuses that Fannie Mac and Freddie Mac are paying are
"critical" to keep people needed to support the mortgage market
and work on foreclosure-prevention efforts, WSJ says, citing James
Lockhart, director of the Federal Housing Finance Agency, of FHFA,
which regulates Fannie Mae and Freddie Mac.  Mr. Lockhart, WSJ
relates, said that after the companies' chief executives were
ousted in September 2008, "it would have been catastrophic to lose
the next layers down and other highly experienced employees."
Compensation has declined for many workers as other types of
bonuses weren't paid in 2008 and "past stock grants are virtually
worthless," the report states, citing Mr. Lockhart.  The report
says that until last year, Fannie Mae and Freddie Mac executives
were compensated largely in the form of common stock.

According to WSJ, U.S. Rep. Edolphus Towns said that bonuses for
executives at companies that have received government financial
assistance are "definitely wrong," as "they are rewarding folks
who have not done a good job."  WSJ says that Mr. Towns didn't
think that executives would leave the companies if they didn't get
retention bonuses.  "Where are these people going?  Everybody's
laying off," WSJ quoted Mr. Towns as saying.

                       About Freddie Mac

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

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

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

                         Conservatorship

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

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


FREEDOM COMMUNICATIONS: Moody's Cuts Corp. Family Rating to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service downgraded Freedom Communications Inc.'s
Corporate Family Rating and Probability of Default Rating each to
Caa3, from Caa1 and Caa2, respectively.  Moody's also lowered the
company's senior secured bank credit facility ratings to Caa3 from
Caa1.  These actions conclude Moody's review for possible
downgrade, originally initiated in September 2008, and follow the
recent disclosure that the company is, as expected, currently in
default under the financial covenants of its senior secured loan
agreements.

Details of the rating action are:

Ratings downgraded:

* Corporate Family Rating - to Caa3 from Caa1

* Probability of Default Rating - to Caa3 from Caa2

* Senior secured revolving credit facility due 2011 - to Caa3,
  LGD3, 48% from Caa1, LGD3, 33%

* Senior secured term loan A due 2011 - to Caa3, LGD3, 48% from
  Caa1, LGD3, 33%

* Senior secured term loan A-1 due 2012 - to Caa3, LGD3, 48% from
  Caa1, LGD3, 33%

The rating outlook is negative.

The rating actions follow Freedom's disclosure that it has
received a default notification from its lenders in connection
with its failure to comply with the September 30, 2008 financial
ratio tests stipulated by the terms of its senior secured loan
agreement.  The company and its lenders remain in discussions in
an attempt to resolve the current default; however, the company's
lenders have not yet announced whether they intend to commence
legal rights and remedies as creditors as provided by the terms of
the loan agreement.

The downgrade of the CFR to Caa3 largely reflects the ongoing
adverse conditions placed upon Freedom by continuing soft market
spending on newspaper advertising (especially in the company's
hard-hit sub-prime California and Arizona markets), which has
substantially reduced the company's free cash flow, as well as the
increase in Freedom's debt burden following the complete drawdown
of its revolving credit facility in September 2008.

The downgrade of the Probability of Default rating to Caa3
incorporates Moody's concern that Freedom is currently in
technical default under the terms of its senior secured credit
agreement and that it lacks sufficient liquidity to fund the
repayment of approximately $881 million of loans in the event that
lenders exercise their legal rights to accelerate payment of their
full outstanding balance.  Moody's consider that lenders will be
willing to provide a waiver (or amendment) to Freedom's already-
elevated financial ratio tests, albeit at substantially higher
cost to the company, which in turn would place yet further
pressure on the company's liquidity profile, heightening the
probability of near- to- intermediate term default.  Moreover,
even assuming that a waiver is granted Moody's consider that the
company will face an elevated probability of default once
scheduled amortization payments step up, should the current pace
of advertising sales declines continue over the near term.

Moreover, the Caa3 CFR reflects Freedom's heavy debt burden (which
substantially exceeds the total value of the company, according to
Moody's estimates), and its high leverage (which Moody's
calculates at approximately 10 times total debt to EBITDA at the
end of September 2008, including a partial debt attribution to
Freedom's putable common stock and adjusting for underfunded
pension obligations and operating leases).

The negative rating outlook underscores Moody's view that
recessionary market conditions are likely to continue unabated
over the near term, placing further pressure on Freedom's
liquidity and leverage metrics.  In addition, the negative rating
outlook incorporates the overhang of a potential put by Freedom's
minority owners, last valued at approximately $430 million (based
upon a December 2007 appraisal) although subject to extremely high
uncertainty as to any value at the present time.

The last rating action for Freedom Communications occurred on
October 7, 2008, when Moody's downgraded Freedom's CFR to Caa1 and
its PDR to Caa2.

Freedom Communications is a newspaper and television broadcasting
operator based in Irvine, California.  The company recorded total
revenues of $767 million for the LTM period ended September 30,
2008.


FRESH AIR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Fresh Air Dispatch, LLC
        4222 East Thomas Rd., Ste. 220
        Phoenix, AZ 85018

Bankruptcy Case No.: 09-04804

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Harold E. Campbell, Esq.
                  Harold E. Campbell, PC
                  1811 S. Alma School Road, Suite 225
                  Mesa, AZ 85210
                  Tel: (480) 839-4828
                  Fax: (480) 897-1461
                  Email: heciii@haroldcampbell.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/azb09-04804.pdf

The petition was signed by Richard Barrett, manager of the
Company.


FRONTIER AIRLINES: Insists on Waiver of Matching 401(k) to Pilots
-----------------------------------------------------------------
Bloomberg News' Bill Rochelle said March 18 that Frontier Airlines
Inc. sued the pilots' union in bankruptcy court this week,
contending the pilots are reneging on $7 million in concessions
that they have voluntary agreed to provide.

Last year, Frontier conveyed its intent to reject collective
bargaining agreements with unions if it couldn't obtain voluntary
concessions.  The cost savings provided for in the concessions,
Frontier asserts, are necessary for it to maintain operations and
exit bankruptcy.

The Debtor and the Frontier Airlines Pilots Association reached an
agreement in December, the pilots ratified it early January, and
the U.S. Bankruptcy Court for the Southern District of New York
days later.

The parties will be back to Court in light of a dispute regarding
matching contributions to 401(k) plans.  Mr. Rochelle said some
pilots assert that Frontier remains obligated to provide matching
contributions, while Frontier asserts that it is not required to
do so beginning June 2008 until they are gradually restored after
January 2010.  According to the report, Frontier says the waiver
of matching contributions was "heavily negotiated," has saved the
airline $1.7 million so far, and will bring a $7 million savings
for the life of the contract.

Rank-and-file FAPA members in January overwhelmingly voted in
favor of the Restructuring Participation Agreement, dated as of
December 20, 2008, which provides for certain wage and benefit
concessions until December 2011.  Pilots agreed to these wage
reductions:

    Compensation Period                 Pay Rate
    -------------------                 --------
  01/20/2009 to 01/05/2011     reduced by 10%

  01/20/2011 to 07/05/2011     reduced by 7% for all pilots with
                               at least one year of service

  07/20/2011 to 01/05/2012     reduced by 4% for all pilots with
                               at least one year of service

A full-text copy of the FAPA Restructuring Agreement is available
for free at http://bankrupt.com/misc/FAPARestructuringPact.pdf.

                   About Frontier Airlines Inc.

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

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

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


FRONTIER AIRLINES: Eyeing Investors; New Loan Has Dec. Maturity
---------------------------------------------------------------
Chief executive of Frontier Airlines Sean Menke has a tough job of
looking for investors in an airline, Joshua Freed at The
Associated Press reported.  For the past few weeks Mr. Menke and
Chief Financial Officer Ed Christie have been visiting dozens of
potential investors, looking both for an extended bankruptcy loan
and a financier to take them out of bankruptcy. They got the
first, but still need the second.

"We believe that if we can find the appropriate plan sponsor that
this organization could be out mid- to late summer, and that's our
focus right now," Mr. Menke said in an interview.

According to The Associated Press, the new $40 million debtor-in-
possession loan from Republic Airways announced last week runs
through Dec. 1, replacing a loan that would have been due April 1.
Frontier's unsecured creditors include Republic and act as a sort
of de-facto board of directors in bankruptcy, and they support the
new loan with the Dec. 1 deadline.

Mr. Menke, as cited by the report, said, "It tells you that
they're comfortable going out that far".  He called the Dec. 1
date "validation of the time that they're giving the
organization."  The source says Mr. Menke said that some of the
potential investors had little interest in financing Frontier's
exit from bankruptcy, but others asked for more information and
appeared to be giving it serious thought. He said he has meetings
with more potential investors scheduled in coming weeks. And he
stressed, "We could continue to go for a while where we are, but
we do need to find that plan sponsor, that is something this
organization needs to do."

Frontier's current bankruptcy court deadline to submit a
reorganization plan is June 4; after that, creditors can step in
and propose their own plan. That deadline has been extended before
and could be again, said The Associated Press.

                      About Frontier Airlines

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

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

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


GARY VAUGHT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gary W. Vaught and Susan C. Vaught
        205 Kodiak
        Jacksonville, AR 72076

Bankruptcy Case No.: 09-11653

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: John Alexander Flynn, Esq.
                  Flynn Law Firm
                  P.O. Box 1344
                  Cabot, AR 72023-1344
                  Tel: (501) 843-8886
                  Fax : (501) 843-8887
                  Email: flynnlaw@centurytel.net

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors, together with its petition.

The petition was signed by Gary W. Vaught and Susan C. Vaught.


GENERAL MOTORS: SAAB Axes 750 Jobs, Biz Draws Interest from Rivals
------------------------------------------------------------------
Saab Automobile, which filed for bankruptcy protection in Sweden
last month, will cut 750 jobs at its main factory in southern
Sweden in response to falling demand, Niklas Magnusson and Toby
Alder of Bloomberg reported.

Gunilla Gustavs, Saab spokeswoman, as cited by Bloomberg said by
telephone from Gothenburg, that about 650 of the affected workers
are tied to production, while the remaining 100 jobs are
administrative positions.

According to the report, Saab Chief Executive Officer Jan-Aake
Jonsson told Swedish national radio, "We've had too many employees
for a very long time. The market is difficult and going into this
reorganization we have to adjust our production accordingly".

Bloomberg relates that Mr. Jonsson said March 4 that the carmaker
has drawn interest from rivals as well as investment companies as
it seeks a new owner.  Parent General Motors Corp. said it wants
to cut ties with Saab by the beginning of 2010 at the latest after
years of losses.

"We're hopeful that when we find a new investor and can introduce
the new models, which are waiting and are almost ready, demand
will increase and we can then hopefully increase production again
and hire people again," Ms. Gustavs said.  The report say that
Ms. Gustavs added that among potential buyers is a group of
undisclosed Swedish investors and that, as many as eight investors
have shown an interest in the company.

Stephen Pope, chief global strategist at Cantor Fitzgerald in
London, said, "In a tough market, a product with no unique
identity or selling proposition will not sell.  Saab is a pale
shadow of the beast it was right up to the end of the 1980s. Now
it's just a re-skinned Opel or Vauxhall, that won't catch a Beemer
or Mercedes buyer."

Meanwhile, PSA Peugeot Citroen and Tata Motors Ltd. will not bid
for a stake in Adam Opel GmbH, the newspaper Handelsblatt
reported.  According to Joseph Mapother of Bloomberg, Tata, the
company that owns Jaguar Land Rover, is not interested in buying
into General Motors' German subsidiary.  "An unidentified PSA
official said an Opel stake "isn't part of our current working
strategy," Handelsblatt said on its Web site.

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GERALD MAYO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gerald D. Mayo
        Suzanne J. Mayo
        PO Box 1841
        265 Lookout St.
        Estes Park, CO 80517

Bankruptcy Case No.: 09-14276

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: William A. Richey, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: lkraai@weinmanpc.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors, together with its petition.

The petition was signed by Gerald D. Mayo and Suzanne J. Mayo.


GHOST TOWN: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ghost Town Partners, LLC
        c/o Lynn Sylvester, CPA
        675 S. Haywood Street
        Waynesville, NC 28786

Bankruptcy Case No.: 09-10271

Chapter 11 Petition Date: March 11, 2009

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  judyhj@bellsouth.net
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254.6315

Total Assets: $13,035,300

Total Debts: $12,305,672

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Industrial Service Group                         $316,217
PO Box 265
Dallas, GA 30132

Moore & Van Allen                                $192,248
PO Box 65045
Charlotte, NC 28265-0045

Hank P. Woodbum                                  $178,656
2315 Beach Blvd., Suite 203
Jax Beach, FL 32250

North Carolina Dept. of                          $136,662
Bankruptcy Unit - Collec

Gaines Kriner Elliott                            $73,328

Lynn A. Sylvester, CPA, PA                       $70,444

Liberty Mutual Ins. Co.                          $66,710

Jennings Builders Supply                         $55,616

RG Consultants                                   $52,185

Parris Mfg. Co.                                  $45,189

IFH Food Service Dist.                           $42,545

Lamar                                            $41,518

Ideal Software Systems                           $40,917

BB&T Card Center                                 $36,325

Harden & Associates, Inc.                        $29,511

Carolina-A-Contracting                           $28,866

Haywood Co. Tax Collector                        $26,902

Cherokee Boys Club Bus Serv.                     $26,525

The petition was signed by Roy S. Shiver, member and manager.


GOOSE MARSH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Goose Marsh, L.L.C.
        401 City Avenue, Suite 710
        Bala Cynwyd, PA 19004-1150

Bankruptcy Case No.: 09-11827

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Leslie Beth Baskin, Esq.
                  Spector Gadon Rosen
                  1635 Market Street
                  Philadelphia, PA 19103
                  Tel: (215) 241-8888
                  Fax: (215) 241-8844
                  Email: lbaskin@lawsgr.com

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

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

The petition was signed by Maurice H. Johnson, vice president and
treasurer of the company.

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

             http://bankrupt.com/misc/paeb09-11827.pdf


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


GREENBRIER HOTEL: Files Chapter 11, Sells Resort to Marriott
------------------------------------------------------------
The Greenbrier Hotel Corporation, owner of The Greenbrier resort
in White Sulphur Springs, has sought Chapter 11 protection to help
ensure the viability of the resort.

As part of the filing, GHC asked for approval of financing from
CSX Corporation to support the resort s ability to operate in the
normal course in the near-term.  The filing should have no effect
on the day-to-day operations of the resort or its ability to
accept and fulfill advance bookings.

Also, GHC has signed an Asset Purchase Agreement with Marriott
Hotel Services, Inc. for the sale of The Greenbrier, subject to
substantial conditions.

"A sale to Marriott would be a great outcome for everyone
associated with The Greenbrier," said Michael Gordon, president
and managing director of the resort.

The agreement with Marriott contemplates that CSX Corporation
would provide $50 million, through an affiliate, to be used in the
operation of the resort after completion of the sale.  These funds
would be paid over a two-year period following the closing of the
transaction.  In turn, Marriott would pay GHC between $60 million
and $130 million within approximately seven years, with the actual
amount depending on the timing of the payment and The Greenbrier s
financial performance.

The transaction, which is not expected to be completed until later
in the year, is contingent on the ability of The Greenbrier and
its unions to negotiate labor contracts that are satisfactory to
Marriott as The Greenbrier competes in a very difficult market
environment.  It is also subject to a court-supervised auction
process in which other qualified purchasers will have an
opportunity to bid on the resort. Marriott would assume management
responsibility for the resort as soon as the transaction is
closed.

The Chapter 11 petition was submitted to the United States
Bankruptcy Court for the Eastern District of Virginia in Richmond.

Based in White Sulphur Springs, West Virginia, The Greenbrier
Hotel Corporation -- http://www.greenbrier.com-- is a wholly
owned subsidiary of The Greenbrier Resort and Management
Corporation, which is wholly owned by CSX Corporation.


GREENBRIER HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Greenbrier Hotel Corporation
        fka CSX Hotels, Inc.
        fka The White Sulphur Springs Co.
        300 West Main Street
        White Sulphur Springs, WV 24986

Bankruptcy Case No.: 09-31703

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
The Greenbrier Resort and Club Management Company  09-31702
Greenbrier IA, Inc.                                09-31704
Greenbrier Golf and Tennis Club Corporation        09-31705
Old White Club Corporation                         09-31706
The Old White Development Company                  09-31707

Type of Business: The Debtors own The Greenbrier resort in White
                  Sulphur Springs.

                  See: http://www.greenbrier.com

Chapter 11 Petition Date: March 19, 2009

Court: Kevin R. Huennekens

Judge: Eastern District of Virginia (Richmond)

Debtor's Counsel: Dion W. Hayes, Esq.
                  dhayes@mcguirewoods.com
                  Patrick L. Hayden, Esq.
                  phayden@mcguirewoods.com
                  McGuireWoods LLP
                  1345 Avenue of the Americas
                  Seventh Floor
                  New York, NY 10105
                  Tel: (212) 548-2163
                  Fax: (212) 548.2171

Corporate Counsel: Huddleston Bolen LLP

Special Labor Counsel: Dinsmore & Shohl LLP

Claims Agent: Kurtzman Carson Consultants LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Micros Systems Inc.                              $228,176
PO Box 23747
Columbia, MD 21046-2289
Tel: (443) 285-6821
Fax: (443) 587-2327

Allegheny Power                                  $73,252
PO Box 2809
Lewisburg, WV 24901
Tel: (800) 255-3443
Fax: (800) 453-9366

Sysco Food Services of VA, LLC                   $55,841
PO Box 20020 Rt. 11 South
Acct. No. 109108
Harrisonburg, VA 22801
Tel: (800) 927-9726
Fax: (540) 433-1698

Donahoe Construction Companies                   $40,000

Trinity Turf Inc.                                $35,781

City of White Sulphur Spr.                       $35,640

Frieshens-Book Division                          $33,900

Mountaineer Gas Company                          $23,819

Growth Enhancer Turf Consultant                  $20,822

Beth Daniel                                      $20,000

Cardiac Science                                  $19,350

Coastal Sunbelt Produce Co.                      $18,188

St. John Knits                                   $18,162

Alleghany T-Shirts                               $13,766

John B. Tudor                                    $12,177

First Citizens Bank                              $12,148

Kent Cartridge America Inc.                      $11,435

Chris Lilly                                      $10,600

Goesyntec Consultants                            $10,000

Janpak/Paper Supply                              $9,756

The petition was signed by Michael McGovern, chief financial
officer.


GREYSTONE STAFFING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: GreyStone Staffing, Inc.
        6175 Sunrise Highway
        Massapequa, NY 11758
        Tel: (212) 840-6810
        Fax: (212) 840-6805

Bankruptcy Case No.: 09-71715

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        GreyStone Healthcare Staffing of           09-71717
        Central Jersey, LLC
        GreyStone Healthcare Staffing of NY, LLC   09-71719
        GreyStone Staffing of Central Jersey, LLC  09-71720

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Company Description: GreyStone Staffing is a recognized leader
                     in the staffing industry, and has attracted
                     and placed tens of thousands of temporary
                     and permanent employees for business on
                     Long Island, New Jersey, and the
                     metropolitan New York area.
                     See: http://www.greystonestaffing.com

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  McBreen & Kopko
                  500 North Broadway, Suite 129
                  Jericho, NY 11783
                  Tel: (516) 364-1095
                  Fax: (516) 364-0612
                  Email: kreynolds@mklawnyc.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Phillip Missirlian, CEO of the company.

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

             http://bankrupt.com/misc/nyeb09-71715.pdf


GUFFEY BROTHERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Guffey Brothers, Inc.
        14179 Lincoln Way
        North Huntingdon, PA 15642
        Tel: (412) 751-2821
        Fax: (412) 751-0953

Bankruptcy Case No.: 09-21830

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Company Description: The Company operates a flower shop.
                     See: http://www.johnstontheflorist.com/

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Mark Guffey, president of the company.

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


HAROLD REYNOLDS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Harold B. Reynolds
        aka Harold Bruce Reynolds
        P.O. Box 198
        Kiamesha Lake, NY 12751

Bankruptcy Case No.: 09-35537

Chapter 11 Petition Date: March 11, 2009

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

Judge: Cecelia G. Morris

Debtor's Counsel: Lawrence M. Klein, Esq.
                  Drake Loeb Heller Kennedy Gogerty
                  Gaba & Rodd, PLLC
                  555 Hudson Valley Avenue
                  Suite 100
                  New Windsor, NY 12553
                  Tel:(845) 561-0550
                  Fax : (845) 561-1235
                  Email: lklein@drakeloeb.com

Total Assets: $775,985.11

Total Debts: $3,527,467.24

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

            http://bankrupt.com/misc/nysb09-35537.pdf

The petition was signed by Harold B. Reynolds.


HENRY MORROW: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Henry Walton Morrow, Jr.
        Jeannette Hinz Morrow
        P.O. Box 718
        Shepherdstown, WV 25443
        aka Bucky Morrow

Bankruptcy Case No.: 09-00511

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Debtor's Counsel: David A. Camilletti, Esq.
                  Campbell Miller Zimmerman, PC
                  201 North George St., Suite 202
                  Charles Town, WV 25414
                  Tel: (304) 725-5325
                  Fax: (304) 724-8009
                  Email: dcamilletti@cmzlaw.com

Total Assets: $2,229,622

Total Debts: $1,632,281

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

             http://bankrupt.com/misc/wvnb09-00511.pdf


HIGHQ BPO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: HighQ BPO LLC
        100 S. Alto Mesa
        El Paso, TX 79912
        fka International Oustsourcing Services, LLC
        Tel: (866) 797-4690

Bankruptcy Case No.: 09-30511

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Leif M. Clark

Company Description: HighQ BPO outsources labor-intensive jobs
                     that pertain to the accurate capture of
                     data.

                     See: http://www.highqbpo.com/

Debtor's Counsel: Harrel L. Davis, III, Esq.
                  Gordon Mott & Davis P.C.
                  P. O. Box 1322
                  El Paso, TX 79947-1322
                  Tel: (915) 545-1133
                  Email: vrust@gmdep.com

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

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Max Boedder, president of the company.

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

             http://bankrupt.com/misc/txwb09-30511.pdf


IDEARC INC: Largest Stockholder Seeks Election as a Director
------------------------------------------------------------
Based upon growing concerns over the governance of Idearc, Inc.
(Pink Sheets: IDAR), Jack Corwin, the Company's largest
shareholder, has notified the Company of his request to be
included on the slate of directors to be voted upon at the
upcoming stockholders meeting.

"In order to ensure that the interests of shareholders are
regarded as paramount at the Board level, I have decided to step
to the plate," said Mr. Corwin, an experienced businessman and
professional investor. "This company [Idearc, Inc.] has tremendous
potential, and frankly, the Board and Management have tremendous
responsibility . . . to its investors, its employees, and its
customers. Given the particulars of the company's financial
situation, bankruptcy proceedings, indicated by the company as
likely, would leave many constituencies greatly disadvantaged and
in some cases literally wiped-out," Mr. Corwin continued.  "In
addition, I'm concerned that the Company's customers --
particularly its biggest national customers -- will not want to
place advertising with a bankrupt company."

"I have received a steady wave of communications from numerous
Idearc shareholders indicating that their concerns parallel those
that I have raised," said Mr. Corwin, who recently sent a letter
to each member of Idearc's Board of Directors urging that
bankruptcy could be avoided by pursuing other readily-available
alternatives.  In that letter, Mr. Corwin reminded the Board that
Idearc has sufficient cash on hand -- $510 million at year-end
2008 -- to pay down enough of its outstanding debt to avoid the
need for a bankruptcy, and failure to do so would be a breach of
the Board's fiduciary duty to its shareholders.

Mr. Corwin's commitment to Idearc is significant.  As contrasted
from the existing Directors who are only minimal stakeholders both
individually and collectively -- one director holds 30,000 shares,
while most others own less than 10,000 shares each -- Mr. Corwin
holds greater than 12 million shares of Idearc stock.

On March 16, 2009, Mr. Corwin said he was shocked Sunday to find,
buried in a 17-page press release announcing 2008 financial
results, language that indicated Idearc would likely file for
bankruptcy.

Mr. Corwin sent a letter to each member of the Board of Directors
urging that bankruptcy could be avoided by pursuing other readily-
available alternatives.  Mr. Corwin reminded the Board that Idearc
has sufficient cash on hand -- $510 million at year-end 2008 -- to
pay down enough of its outstanding debt to avoid the need for a
bankruptcy, and failure to do so would be a breach of the Board's
fiduciary duty to its shareholders.

There is growing speculation that the possible bankruptcy filing
is part of a broader plan on the part of the company to decrease
its fair market value, and in doing so make it possible for it to
capture future appreciation from its currently-distressed
valuation.

"This comes at a time when all eyes are on Corporate America to
behave with the utmost fiduciary responsibility. Where
alternatives may exist for companies to avoid bankruptcy it is
highly unusual for a corporation to choose the route of bankruptcy
at the risk of damaging their business and harming their employees
and other stakeholders," Mr. Corwin said on Monday.

"The impact on local and national communities and economies is
significant, to put it mildly," Mr. Corwin continued, "which is
why I have sent a letter to each member of the Board of Directors
asking them to consider all the other viable alternatives."

                         About Idearc Inc.

Headquartered in Dallas, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, its information directory for wireless
subscribers.

The company is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  The company uses the Verizon
brand on its print directories in its incumbent markets, as well
as in its expansion markets.

                           *     *     *

In February 2009, Moody's Investors Service downgraded Idearc
Inc.'s Corporate Family Rating to Caa2 and its Probability of
Default Rating to Caa3, reflecting concerns that the company may
determine that a complete debt restructuring represents the best
alternative to address its currently challenged capital structure.
Standard & Poor's Ratings Services also lowered its corporate
credit and issue-level ratings on Idearc Inc.; the corporate
credit rating was lowered to 'CCC' from 'B-'.  At the same time,
S&P removed these ratings from CreditWatch, where they were placed
with negative implications Oct. 31, 2008.  The rating outlook is
negative.


INDIANA DATA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Indiana Data, Inc.
        1700 W. Bloomfield Rd.
        Bloomington, IN 47403

Bankruptcy Case No.: 09-30516

Debtor-affiliate filing a separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
HighQ BPO, LLC                                     09-30511

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Leif M. Clark

Debtor's Counsel: Harrel L. Davis, III, Esq.
                  Gordon Mott & Davis P.C.
                  P. O. Box 1322
                  El Paso, TX 79947-1322
                  Tel: (915) 545-1133
                  Email: vrust@gmdep.com

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

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

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

            http://bankrupt.com/misc/txwb09-30516.pdf

The petition was signed by Rex Furr, Vice President of the
company.


INDYMAC FEDERAL: FDIC Sells Assets & Deposits to OneWest
--------------------------------------------------------
The Federal Deposit Insurance Corporation has completed the sale
of IndyMac Federal Bank FSB, Pasadena, California, to OneWest
Bank, FSB, a newly formed Pasadena, California-based federal
savings bank organized by IMB HoldCo LLC.  OneWest will assume all
deposits of IndyMac Federal.  IMB HoldCo signed a letter of intent
with the FDIC on December 31, 2008, to purchase IndyMac Federal.

The 33 branches of IndyMac Federal will reopen as branches of
OneWest on Friday, March 20, 2009.  Depositors of IndyMac Federal
will automatically become depositors of OneWest.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.

As of January 31, 2009, IndyMac Federal had total assets of $23.5
billion and total deposits of $6.4 billion.  OneWest has agreed to
purchase all deposits and approximately $20.7 billion in assets at
a discount of $4.7 billion.  The FDIC will retain the remaining
assets for later disposition.

FDIC and OneWest have entered into a loss share transaction on the
single family residential portfolio.  Under terms of the loss
share agreement, OneWest will continue the FDIC's existing loan
modification program.

IndyMac Federal sustained losses of $2.6 billion in the fourth
quarter 2008 due to deterioration in the real estate market. The
total estimated loss to the Deposit Insurance Fund is
$10.7 billion.  No further payments on receivership claims for
uninsured funds from former IndyMac Bank, F.S.B. will be
distributed as a result of this transaction.


PRECISION PARTS: Wins Nod to Sell Biz. to Lone Bidder Cerion
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Precision Parts International Services Corp. to sell
its business to Cerion LLC for $18.5 million, Bloomberg's Bill
Rochelle reports.  According to the report, did not have rival
bids for Precision Parts' six plants that produce auto-parts.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


INTERMET CORP: Warns of Liquidation; 2 Unions Oppose CBA Changes
----------------------------------------------------------------
Intermet Corp. has submitted to the U.S. Bankruptcy Court for the
District of Delaware a motion to reject collective bargaining
agreements with two unions representing 400 employees in order to
cut costs.

Intermet asserts that without the concessions they could gain from
the rejections of the CBAs with the Service Workers International
Union (USW) and the Glass, Molders, Pottery, Plastics and Allied
Workers International Union (GMP), there will be "no prospects of
successfully reorganizing."  The International Association of
Machinists (IAM) was not covered by the termination request
because it has already agreed to concessions with the Debtor.

The Company has 1,100 employees, with USW representing 316
employees and GMP 65.

Intermet has requested authority to (ii) reject under Section 1113
of the Bankruptcy Code the CBAs of the two unions unless they
reach an agreement; and (ii) terminate under Section 1114 the
provision of retiree welfare benefits to existing retirees as of
May 31.  Pursuant to Section 1113, a court can only approve a CBA
rejection if the debtor (1) has submitted to the union a proposal
for modifications that are necessary to permit its reorganization
and assures that all parties are treated fairly and equitably, (2)
the union has refused to accept the proposal without good case,
and (3) the balance of equities clearly favors the rejection of
the CBA.  Under Section 1114, the court may allow the debtor from
modifying or not paying retiree benefits if the court finds that
(i) the debtor has submitted to the retirees' representative a
proposal for modifications that are necessary to permit its
reorganization, (ii) the representative has refused to accept the
proposal without good cause, and (iii) the modification is
necessary to permit the reorganization of the debtor and assures
that all parties are treated fairly and equitably, and is clearly
favored by the balance of equities.

                  Intermet Proposed Modifications

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, with respect to the CBAs, Intermet developed an
initial proposal pursuant to Section 1113 to the USW, the IAM and
the GMP to modify the terms of the CBAs and, to a limited extent,
certain retiree benefits associated therewith.  The Section 1113
Proposal is identical for all CBAs and all hourly employees, and
includes these provisions:

    a. Pension Plans and Retiree Welfare Benefits.  Any obligation
       in any CBA to provide for the continued accrual of defined
       benefit pension plan benefits and/or to maintain or to fund
       a defined benefit pension plan on behalf of employees
       covered by such CBA shall terminate effective immediately.
       The Unions will consent to the termination of the defined
       benefit pensions plans, whether through a distress
       termination or other proceeding.  Any obligation in any CBA
       for Intermet to make any company contributions to any
       401(k) or other defined contribution plan shall terminate
       effective immediately.  Any express or implied obligation
       in any CBA to provide medical coverage or life insurance to
       an employee who retires during the term of such CBA shall
       terminate (i) if such employee has retired prior to the
       date hereof, then effective on February 28, 2009, or (ii)
       otherwise, effective on the date such employee retires.
       Any claim, as that term is defined in section 101(5) of the
       Bankruptcy Code, of the Unions or of an employee covered by
       any CBA with respect to pension or retiree welfare benefits
       shall be a prepetition unsecured claim.

    b. Asset Sale or Liquidation. In the event that either
       (i) Intermet consummates a sale of substantially all of its
       assets, whether pursuant to Section 363 of the Bankruptcy
       Code or a plan of reorganization, or (ii) Intermet's
       bankruptcy case is converted to Chapter 7 or Intermet
       liquidates its assets or business pursuant to a plan of
       liquidation, each CBA shall terminate and be of no further
       force and effect on the effective date of such sale, plan
       of reorganization or liquidation or conversion to chapter
       7.  Intermet shall use reasonable efforts to obtain
       recognition of the Unions as the bargaining representative
       of hourly employees, as applicable, who are offered
       employment by an acquirer of some or all of Intermet's
       assets.  In the event of such termination, any claim, as
       that term is defined in Section 101(5) of the Bankruptcy
       Code, of the Unions or of an employee covered by any CBA
       arising with respect to the CBA shall be a prepetition
       unsecured claim.

With respect to retiree welfare benefits, Intermet formulated an
initial proposal pursuant to section 1114 of the Bankruptcy Code
to the USW, the IAM and the official committee of retirees.  The
Section 1114 Proposal is identical for the salaried retirees and
the IAM- and USW-represented employees who receive benefits under
one of the postretirement plans, and states the following:
"Intermet proposes to terminate all Retiree Welfare Plans and to
end coverage as to each staff and hourly retiree participating in
such Retiree Welfare Plans, effective February 28,2009."  This
date was later modified to May 31, 2009.

The IAM accepted both Proposals as to the employees and retirees
for which it serves as Authorized Representative on March 4, 2009.

                         Two Unions Object

USW says that in its counterproposal to the Debtor, it has
consented to termination of the defined-benefit plans and the
health and life insurance benefits for retirees, and that it is
asking "only for certain modest items in exchange for the enormous
sacrifice that these terminations will impose upon the workers
whose skill and effort make this company run and upon the
financially vulnerable retirees who gave many years of their lives
to the company."  However, according to USW, Intermet is refusing
to give virtually anything of substance in exchange for the
termination of the USW pension and retiree welfare benefits:

  -- In response to the termination of retiree welfare benefits at
     the end of May 2009, USW seeks one additional month of
     benefits before the termination -- at a cost that will almost
     certainly be less than the cost of the bonuses that Intermet
     expects to pay to a handful of management employees at its
     corporate headquarters.  Intermet, however, has refused to
     budge beyond its proposed May 2009 termination date.

  -- USW also seeks a modest profit-sharing plan for the retirees,
     to be paid based on the financial performance of the plants
     where the USW employees work.  Third Circuit law
     makes clear that a debtor seeking sacrifice from its workers
     should allow them to share in the "upside" in the event that,
     after their sacrifice is made, the debtor achieves improved
     financial performance. Intermet, however, has flatly refused
     any such "upside" for the retirees.

  -- In response to Intermet's Section 1113 proposal seeking
     permission to terminate the DB Plans and employer
     contributions to certain 401(k) plans, USW seeks a
     "successorship" clause that would require a potential buyer
     of one or more of the plants where USW-represented employees
     work to hire those employees, recognize the union and assume
     the existing labor contract as modified by the USW's
     proposal.  Intermet, however, has refused any "successorship"
     clause that would preserve the employees' terms of
     employment, proposing only that it would use "reasonable
     efforts" to have a buyer of a plant recognize the USW.

  -- While demanding enormous sacrifice from the USW employees and
     retirees, Intermet makes no mention of any real sacrifice by
     top management.

According to Bloomberg's Bill Rochelle, the second target of the
motion, the GMP takes a different tack.  The GMU says Intermet
hasn't complied with bankruptcy law on the rejection of union
contracts because it demanded an expansive confidentiality
agreement as a condition for access to financial information.  The
union says the Company was obliged to bargain over
confidentiality.

             Customers Require Plan Approval by June 30

Intermet wants the Court to rule on its rejection request at the
March 23 hearing.  Intermet has noted that its accommodation
agreement with customers require certain milestones.  If the
Debtor fails to achieve these requirements, it will be in default
of its obligations under the agreement and the customers may
terminate the pricing and other accommodations necessary to its
continued survival.

    Date                     Item                     Status
    ----                     ----                     ------
10/31/08    Obtain Financing through 6/30/09        Achieved
03/31/09    Elimination or significant reduction
               in legacy costs In Progress           In Progress
04/30/09    File a reorganization plan, execute a
               merger or asset purchase agreement    In Progress
06/__/09    Achieve 50% increase
               in capacity utilization               In Progress
06/30/09    Confirmed plan of reorganization,
               close merger or asset purchase
               transaction                           In Progress

"If Intermet can neither submit a plan of reorganization nor
consummate an asset purchase agreement by April 30, 2009, it could
be forced into a liquidation and cease all business operations."

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represents the Debtors.  In their previous bankruptcy
filing, they listed $735,821,000 in total assets and $592,816,000
in total debts.  Intermet Corporation emerged from this first
bankruptcy filing in November 2005.


JACK BARRETT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jack A. Barrett
        Dawn E. Barrett
        34806 N. 80th Way
        Scottsdale, AZ 85266

Bankruptcy Case No.: 09-04743

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  Email: dlh@ashrlaw.com

Company Description: The debtor is engaged in real estate
                     development.

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


JAMES SIMS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: James Sims
        3025 Grandview Farms Place
        Bethel Park, PA 15102

Bankruptcy Case No.: 09-21812

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


JAMSHID ASHRAFI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jamshid Ariel Ashrafi
        1814 10th St #3
        Santa Monica, CA 90404

Bankruptcy Case No.: 09-16026

Chapter 11 Petition Date: March 17, 2009

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

Judge: Barry Russell

Debtor's Counsel: Robert M. Aronson, Esq.
                  Law Office of Robert M. Aronson
                  7438 Darnoch Way
                  West Hills, CA 91307
                  Tel: (818) 667-3880

Estimated Assets: $4,564,074

Estimated Debts: $4,912,086

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

            http://bankrupt.com/misc/cacb09-16026.pdf

The petition was signed by Jamshid Ariel Ashrafi.


JDA LITHOGRAPHIC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: JDA Lithographic Group, L.L.C.
        dba Inove Graphics
        2016 American Way
        Kingsport, TN 37660
        Tel: (423) 246-8022

Bankruptcy Case No.: 09-50702

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Mark S. Dessauer, Esq.
                  Hunter, Smith & Davis
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801
                  Email: dessauer@hsdlaw.com

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

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

The petition was signed by Dana C. Wolfe, manager of the company.

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

             http://bankrupt.com/misc/tneb09-50702.pdf


JJTJ LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: JJTJ, LLC
        c/o Joseph Murphy
        13012 Justice Ave.
        Baton Rouge, LA 70816

Bankruptcy Case No.: 09-10324

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Corsey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: avingiello@steffeslaw.com

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

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

The petition was signed by Joseph Murphy, member of the company.

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

             http://bankrupt.com/misc/lamb09-10324.pdf


JOHNSON DAIRY: Owner Charged With Filing False Income Tax Returns
-----------------------------------------------------------------
Greeley Tribune reports that Johnson Dairy LLC's owner, John
Johnson, has been charged with filing false state income tax
returns during a three-year period.

Greeley Tribune relates that after filing for Chapter 11
protection, Mr. Johnson filed a complaint against New Frontier
Bank of Greeley, alleging that bank officials:

     -- disguised his loans as lease agreements,
     -- moved his money to avoid regulator scrutiny,
     -- orchestrated kickbacks to themselves and others, and
     -- harmed him financially.

According to Greeley Tribune, bank officials deny those charges,
saying that they've done nothing wrong and called the complaint an
act of desperation.

The Weld District Attorney's Office, Greeley Tribune says, filed
on Tuesday three counts of filing a false state tax return against
Mr. Johnson, one count each for 2006, 2007, and 2008.  Mr.
Johnson, if convicted of the three counts, could face up to nine
years in prison, the district attorney's office said in a
statement.  According to the statement, the charges were filed
after an 11-month probe by the Colorado Department of Revenue.

The district attorney's office said that Mr. Johnson will be
served with a felony summons, and he has been ordered to appear in
court for an arraignment on April 26.

Headquartered in Eaton, Colorado, Johnson Dairy LLC --
http://www.johnstondairyfarm.com-- is a family-owned dairy
company.

As reported by the Troubled Company Reporter on January 9, 2009,
Johnson Dairy LLC and owner John D. Johnson made a voluntary
filing under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Colorado.


JOSE VILLELA-GUZMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Jose Evariato Villela-Guzman
        7004 S. 34TH Ln.
        Phoenix, AZ 85041
        aka
        Jose E. Villela

Bankruptcy Case No.: 09-04857

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Nathan E Carr, Esq.
                  The Law Office Of Nathan E. Carr
                  1830 S. Alma School Rd #104
                  Mesa, AZ 85210
                  Tel: (480) 278-1278
                  Email: natecarrlaw@yahoo.com

Total Assets: $1,655,727

Total Debts: $1,783,123

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

            http://bankrupt.com/misc/azb09-04857.pdf

The petition was signed by Jose Evariato Villela-Guzman.


JOURNAL REGISTER: Shareholder & Utility Firms Object Bankruptcy
---------------------------------------------------------------
Paul Bass at New Haven Independent reports that a major
shareholder and a group of utility companies have filed objections
against Journal Register Company's bankruptcy.

New Haven relates that a challenge from Journal Register
shareholder Richard M. Freeman was scheduled to be heard by the
Hon. Allan L. Gropper on Tuesday.  Mr. Freeman owns 8% of the
Company's stock, says the report.  According to the report, Mr.
Freeman wants court permission to question Journal Register
officials about who is running the shop these days.  The court
approved Robert Conway as Journal Register's interim CEO,
according to New Haven.

Mr. Freeman also filed a motion under Rule 2004 of the Federal
Rules of Bankruptcy Procedure seeking to learn more about Journal
Register's termination agreement and other documents suggesting
that CEO James Hall may have left the Company with a golden
parachute, New Haven says.   That motion, the report states, was
pulled from Tuesday's schedule pending negotiations between the
parties.

New Haven reports that seven utilities from various states,
including Southern Connecticut Gas Co. and Connecticut Light &
Power, are objecting Journal Register's bankruptcy filing.
According to New Haven, the utilities want Judge Gropper to deny
Journal Register's bid to prevent them from demanding more than
two-week advance payments.  The utilities claimed that they have
back-due bills and feared larger unpaid debts, New Haven states.
The utilities, New Haven relates, want the court to require six-
month up-front payments.

New Haven relates that Journal Register's bankruptcy filing
included a proposal to give 31 key executives $1.7 million in
bonuses if they meet certain goals, which mainly consist of
closing down newspapers and laying off about 450 more full-time
workers by March 31.  New Haven states that Connecticut Attorney
General Richard Blumenthal is opposing the bonuses, as the Company
owes the state $21.5 million in unpaid corporate, sales, and other
taxes.  New Haven quoted Mr. Blumenthal as saying, "The growing
[national] outrage about executives being rewarded for failure
should . . . certainly help us.  It heightens the credibility of
our argument."  The court will hear the objection on the bonuses
on April 2, 2009, New Haven says.

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, assist the company in its restructuring
effort.  The company's financial advisor is Lazard Freres & Co..
Its restructuring advisor is Conway, Del Genio, Gries & Co., LLC.
Robert P. Conway is the Company's chief restructuring officer.
The Company listed $100 million to $500 million in total assets
and $500 million to $1 billion in total debts.


LANDSBANKI ISLANDS: Sues Deutsche Bank for $10 Million
------------------------------------------------------
Landsbanki Islands hf has filed a complaint against Deutsche Bank
AG New York Branch before the U.S. Bankruptcy Court for the
Southern District of New York.

According to a report by Bloomberg's Bill Rochelle, Landsbanki
says it was among a group of lenders led by Deutsche Bank that
made a loan of some $1.1 billion to Huntsman International LLC.
Huntmain repaid the loan.  Landsbanki, however, says Deutsche has
refused to give its $10 million share of the repayment, despite
numerous demands.

The U.S. Bankruptcy Court in January granted Landsbanki's Chapter
15 petition, and acknowledged that that Iceland is home to the
"foreign main proceeding."

The Troubled Company Reporter - Europe reported Dec. 9, 2008 that
a resolution committee has been appointed by the Icelandic Finance
Supervisory Authority to run operations of Landsbanki with the aim
of maximizing the value of the assets for all creditors.  While
saying that the bank is not in administration or liquidation, the
Committee has obtained an Icelandic legislation setting forth a
moratorium that bars creditors will be prevented from bringing
enforcement proceedings against Landsbanki.

                     About Landsbanki Islands

Landsbanki Islands hf, also commonly known as Landsbankinn in
Iceland, is an Icelandic bank.  On October 7, 2008, the Icelandic
Financial Supervisory Authority took control of Landsbanki and two
other major banks.

Landsbanki filed for Chapter 15 protection on Dec. 9, 2008 (Bankr.
S.D. N.Y. Case No.: 08-14921).  Gary S. Lee, Esq., at Morrison &
Foerster LLP, represents the Debtor.  When it filed for protection
from its creditors, it listed assets and debts of more than US$1
billion each.


LIFE SCIENCES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Life Sciences, Inc.
        2900 72nd St. N.
        Saint Petersburg, FL 33710

Bankruptcy Case No.: 09-04322

Chapter 11 Petition Date: March 9, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Scott A Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax : 813-229-1811
                  Email: sstichter.ecf@srbp.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors, together with its petition.

The petition was signed by Alex Burns, president of the company.


LOUIS DIBERNARDO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Louis Joseph DiBernardo
        Sherry Lynne DiBernardo
        35925 Rancho California Road
        Temecula, CA 92589

Bankruptcy Case No.: 09-14788

Chapter 11 Petition Date: March 15, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Debtor's Counsel: Stuart J. Wald, Esq.
                  36154 Coffee Tree Place
                  Murrieta, CA 92562
                  Tel: (310) 429-3354
                  Email: stuart.wald@gmail.com

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

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

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

             http://bankrupt.com/misc/cacb09-14788.pdf


LYONDELL CHEMICAL: Attempt to Terminate BASF Appeal Bond Denied
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York ruled on March 18, 2009, that BASF Corporation could not
force Lyondell Chemical Company to prosecute an appeal at this
time, but that BASF's $200 million appeal bond securing the
judgment remains in place.

On August 13, 2007, BASF won a unanimous jury verdict of
$169,932,670.17 against Lyondell in a breach of contract case in a
New Jersey trial court.  Inclusive of pre-judgment interest,
BASF's judgment is currently valued at roughly $200 million.

Lyondell's appeal of the judgment is pending before the New Jersey
Appellate Division and BASF's judgment is secured by an appeal
bond worth $200 million.

When Lyondell filed for bankruptcy in a New York federal court,
other legal proceedings against the company were stayed under the
U.S. bankruptcy code, including its appeal of the BASF judgment.

Lyondell argued that the appeal bond had terminated by reason of
an order of the New Jersey appellate court -- which did not refer
to or mention the bond -- and that BASF's judgment was no longer
secured.  The bankruptcy court found Lyondell's argument would
lead to a "counterintuitive result, or even an absurdity" and
denied Lyondell's request for relief.

The bankruptcy court also ruled that a New Jersey court -- and not
the bankruptcy court -- would be the proper forum for interpreting
the appeal bond going forward if Lyondell wants to continue to
press the issue.  BASF argued for this result since the New Jersey
court put the bond in place in the first instance to ensure that
BASF would be protected from further action by Lyondell.

Mark Stephenson, BASF spokesperson, commented that BASF was
pleased with the result of the order, which will permit the appeal
to go forward in the future and protect BASF's judgment in the
meantime.

BASF Corporation -- http://www.basf.com/usa-- headquartered in
Florham Park, New Jersey, is the North American affiliate of BASF
SE, Ludwigshafen, Germany. BASF has more than 15,000 employees in
North America, and had sales of approximately $17.5 billion in
2008.   BASF is the world's leading chemical company, with
portfolio ranging from chemicals, plastics and performance
products to agricultural products, fine chemicals, as well as oil
and gas.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MARINE GASKET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Marine Gasket, LLC
        4250 Central Avenue
        Saint Petersburg, FL 33711

Bankruptcy Case No.: 09-04824

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  Joel S. Treuhaft Law Offices
                  2656 West Lake Road
                  Palm Harbor, FL 34684
                  Tel: (727) 797-7799
                  Fax: (727) 230-9518
                  Email: jstreuhaft@yahoo.com

Estimated Assets: $100,001 to $500,000

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

The petition was signed by James P. Naset, manager of the company.

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

             http://bankrupt.com/misc/flmb09-04824.pdf


MARK MURPHY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mark D. Murphy
        Melissa K. Murphy
        4307 Timberidge Avenue NW
        Massillon, OH 44646-1376

Bankruptcy Case No.: 09-60854

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Anthony J. DeGirolamo, Esq.
                  116 Cleveland Ave., N.W., Suite 307
                  Canton, OH 44702
                  Tel: (330) 588-9700
                  Fax: (330) 588-9713
                  Email: ajdlaw@sbcglobal.net

Total Assets: $1,212,515.00

Total Debts: $1,790,689.00

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

            http://bankrupt.com/misc/ohnb09-60854.pdf

The petition was signed by Mark D. Murphy and Melissa K. Murphy.


MASONITE INT'L: Disclosure Statement Hearing Slated for April 17
----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware will hold on April 17, 2009, at 3:00 p.m., a
hearing to consider the approval of:

  (a) Masonite Corporation and its affiliates' Disclosure
      Statement explaining their Joint Chapter 11 Plan of
      Reorganization as containing "adequate information"
      pursuant to Section 1125 of the Bankruptcy Code;

  (b) procedures for soliciting, receiving and tabulating votes
      on the Plan and for filing objections to the confirmation
      of the Plan; and

  (c) April 17, 2009, as the voting record date for determining
      holders of claims that are eligible to vote on the Plan.

Objections, if any, to the adequacy of the Disclosure Statement
must be filed and served on these parties on or before April 13,
2009:

  * Kirkland & Ellis, LLP
    Attn: Jonathan S. Henes, Esq.
    Attn: Christopher J. Marcus, Esq.
    Attn: Chad J. Husnick, Esq.
    Citigroup Center
    153 East 53rd Street
    New York, NY 10022-4611
    (Counsel to the Debtors)

  * Richards, Layton & Finger, P.A.
    Attn: Daniel J. DeFranceschi, Esq.
    Attn: Katisha D. Fortune, Esq.
    One Rodney Square
    920 North King Street
    Wilmington, DE 19801
    (Counsel to the Debtors)

  * Paul, Weiss, Rifkind, Wharton & Garrison LLP
    Attn: Andrew Rosenberg, Esq.
    Attn: Margaret Phillips, Esq.
    1285 Avenue of the Americas
    New York, NY 10019-6064
    (Counsel to the Informal Noteholder Committee)

  * Wachtell, Lipton, Rosen & Katz
    Attn: Richard G. Mason, Esq.
    Attn: Gregory E. Pessin, Esq.
    51 West 52nd Street
    New York, NY 10019-6064
    (Counsel to the Senior Secured Agent)

  * Office of the U.S. Trustee
    Attn: David Buchbinder
    844 King Street, Suite 2207
    Wilmington, DE 19801

In support of their Disclosure Statement, the Debtors assert that
the Disclosure Statement contains the pertinent information
necessary for the holder of claims entitled to vote on the Plan
to make informed decisions about whether to vote to accept or
reject the Plan, including, among others, these key sections and
information:

  (a) executive summary, which includes the statement of the
      Debtors, certain Holders of Senior Secured Claims, and the
      Informal Noteholder Committee support for the Plan, the
      purpose of the Plan and the overview of the classes of
      claims and equity interests;

  (b) the Debtors' corporate history and capital structure, an
      overview of their business operations, their indebtedness,
      and the events leading to their Chapter 11 cases;

  (c) the classification and treatment of claims and equity
      interests under the Plan and the means for implementation
      of the Plan;

  (d) procedures for soliciting votes to accept or reject the
      Plan, Confirmation procedures, statutory requirements for
      Confirmation of the Plan and the consummation of the Plan;

  (e) certain risk factors that may affect the Plan, the value
      of any securities to be issued under the Plan, and the
      Debtors' businesses as well as certain risks associated
      with forward-looking statements and overall disclaimer as
      to the information provided by the Disclosure Statement;

  (f) liquidation under Chapter 7 of the Bankruptcy Code,
      including liquidation analysis, or the filing of
      alternative plans of reorganization;

  (g) Section 1145 of the Bankruptcy Code and the issuance of
      New Common Stock under the Plan;

  (h) certain U.S. federal income tax law consequences of the
      Plan with respect to Holders of Allowed Claims and the
      reorganized Debtors;

  (i) the reorganized Debtors' projections and valuations; and

  (j) the Debtors' recommendation that Holders of Claims
      entitled to vote on the Plan vote to accept the Plan, the
      Informal Noteholder Committee's recommendation that
      Holders of Claims entitled to vote on the Plan vote to
      accept the Plan, and certain Holders of Senior Secured
      Claim's recommendation that Holders of Claims entitled to
      vote on the Plan vote to accept the Plan.

Pursuant to Section 1125, the proponent of a proposed Chapter 11
plan must provide holders of impaired claims and interests
entitled to vote on the plan "adequate information" regarding
that plan.  Section 1125(a)(1) states, in relevant part, that
"adequate information" means information of a kind, and in
sufficient detail, about the debtor and the condition of the
debtor's books and records.

                      New Term Loan

On the Effective Date, the Reorganized Debtors will enter into
the New Term Loan consisting of a first lien secured term credit
facility in the maximum amount of $200,000,000, and secured by
first priority liens on and security interests on substantially
all of the assets of the Reorganized Debtors.

The New Term Loan will have a maturity date of December 31, 2013.
Cash interest under the New Term Loan will be payable quarterly
at LIBOR plus 700 basis points and amortization of the New Term
Loan will be effected on a quarterly repayment schedule of 0.25%
of the principal amount.

The New Term Loan will not have any affirmative or negative
covenants other than covenants requiring payment of principal and
interest under the New Term Loan and limiting the Reorganized
Debtors ability to incur liens that are pari passu with or senior
to the liens securing the New Term Loan, with customary carve-
outs and baskets, and a basket for first-priority liens on
accounts receivable and inventory to secure up to $150 million of
obligations in respect of receivables securitizations, or
revolving credit facilities and an additional $25 million of
obligations in respect of letter of credit facilities or debt to
cash collateralize letters of credit.  New liens will be subject
to an intercreditor agreement on terms set forth in the New Term
Loan or on other customary terms reasonable acceptable to the
agent under the New Term Loan.  The Reorganized Debtors are also
limited to engage in consolidations, mergers or sales of all or
substantially all of its assets.  The New Term Loan will have
customary events of default.

                          New PIK Loan

On the Effective Date, the Reorganized Debtors will enter into
the New PlK Loan consisting of a second lien secured term
facility in an amount equal to or greater than $100 million plus
$200 million less the amount of New Term Loan actually issued.
The New PIK Loan will be secured by second priority liens upon
and security interests on substantially all of the assets of the
Reorganized Debtors.  The New PIK Loan will have a maturity date
of December 31, 2015.

The interest rate under the New PlK Loan will be 8.00%.  The New
PIK Loan will not have any affirmative or negative covenants
other than covenants requiring payment of principal and interest
under the loan and limiting the Reorganized Debtors' ability to
engage in certain consolidations, mergers or sales of all or
substantially all of its assets.  The New PIK Loan will have
customary events of default.

The Debtors and the Reorganized Debtors will be entitled to
transfer funds between and among themselves as they determine to
be necessary or appropriate to enable the Reorganized Debtors to
satisfy their obligations under the Plan.  Any changes in
intercompany account balances resulting from those transfers will
be accounted for and settled in accordance with the Debtors'
historical intercompany account settlement practices and will not
violate the terms of the Plan.

                 Issuance of New Common Stock

Upon Confirmation, the Reorganized Debtors will issue the New
Common Stock, including options, or other equity awards, if any,
reserved for the Management Equity Incentive Plan, by New
Masonite Holdings.  An unlimited number of common shares will be
authorized under the New Certificate of Incorporation of New
Masonite Holdings.  On the Effective Date, an initial number of
shares of New Common Stock will be issued and distributed to:

  -- Holders of Claims in Class 2; and
  -- Holders of Claims in Class 4.

For purposes of distribution, the New Common Stock will be deemed
to have the value assigned to it based on, among other things,
the New Masonite Total Enterprise Value, regardless of the date
of distribution. Distributions of New Common Stock will only be
made through broker accounts and New Masonite Holdings will not
issue separate stock certificates.  Furthermore, the New Board of
New Masonite Holdings will implement the Management Equity
Incentive Plan, which will consist of restricted stock units,
stock options, and stock appreciation rights in an amount up to
10% of the New Common Stock, some portion of which will be
allocated to management by the New Board of New Masonite Holdings
within 30 days of the Effective Date.

On the Effective Date, the Reorganized Masonite Debtors will
issue the New Warrants to the Holders of Claims in Class 4,
pursuant to the terms of the New Warrant Agreement.

              Pension Plan & Other Benefit Plans

The Pension Plan will be continued in accordance with its terms,
and the Debtors will satisfy the minimum funding standards to the
Pension Benefit Guaranty Corporation.

In addition, all employment, retirement, indemnification, and
other agreements in place as of the Effective Date with the
Debtors' officers, directors, and employees, or retirement income
plans or welfare benefit plans will remain in place after the
Effective Date, provided that the provision will not apply to any
stock-based compensation or incentive plan existing as of the
Petition Date.

A full-text copy of the Prepackaged Plan is available for free
at: http://bankrupt.com/misc/masonite_plan.pdf

A full-text copy of the Disclosure Statement is available for
free at: http://bankrupt.com/misc/masonite_ds.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: U.S. Units' Enterprise Value Set at $500,000,000
----------------------------------------------------------------
Masonite Corporation and its debtor-affiliates have been advised
by their investment banker, Perella Weinberg Partners LP, with
respect to the estimated hypothetical reorganization value of the
Reorganized Debtors.  Together with the preparation of their Joint
Chapter 11 Plan of Reorganization, the Debtors, together with
Perella Weinberg, prepared valuation analysis.

Perella Weinberg estimated the New Masonite Total Enterprise
Value of the Reorganized Masonite Debtors to be approximately
$500,000,000.

The New Masonite Total Enterprise Value consists of the
theoretical enterprise value of the Reorganized Debtors through
the application of various relative and intrinsic valuation
methodologies.  Perella Weinberg has estimated the New Masonite
Total Enterprise Value as of June 8, 2009.

The imputed reorganization equity value of the Reorganized
Masonite Debtors, which takes into account estimated debt
balances and other obligations under the Plan as of the assumed
Effective Date, is estimated to be approximately $264,000,000.

The debt balances were calculated based on the assumption that
the combined principal amount of the New Term Loan and the New
PIK Loan will be approximately $300,000,000.  If the Combined
Amount is determined to be a different amount, then the Equity
Value will be adjusted accordingly.

The estimates of the New Masonite Total Enterprise Value and the
Equity Value of the Reorganized Masonite Debtors are based on a
number of assumptions, including a successful reorganization of
the Debtors' business, the implementation and realization of the
Reorganized Debtors' business plans, the achievement of the
forecasts reflected in management's projections, and the Plan
becoming effective on the assumed Effective Date.

In preparing its estimate of the New Masonite Total Enterprise
Value, Perella Weinberg, among other things:

  (a) reviewed certain historical financial information of the
      Debtors for recent years and interim periods;

  (b) reviewed certain internal financial and operating data of
      the Debtors and financial projections relating to their
      business and prospects;

  (c) met with certain members of the senior management of the
      Debtors to discuss the Debtors' operations and future
      prospects;

  (d) reviewed publicly available financial data and considered
      the market values of public companies that Perella
      Weinberg deemed generally comparable to those of the
      Debtors as a whole or a significant part of their
      operations;

  (e) considered certain economic and industry information
      relevant to the Debtors' operations; and

  (f) reviewed other information and conducted other analyses as
      Perella Weinberg deemed appropriate.

Although Perella Weinberg conducted a review and analysis of the
Debtors' businesses, operating assets and liabilities and
business plans, Perella Weinberg assumed and relied on the
accuracy and completeness of all (a) financial and other
information furnished to it by the Debtors and by other firms
retained by the Debtors and (b) publicly available information.

Perella Weinberg did not independently verify any financial
projections prepared by management of the Debtors in connection
with its estimate of the New Masonite Total Enterprise Value.
Perella Weinberg has assumed that those projections have been
prepared reasonably, in good faith and on a basis reflecting the
currently available estimates and judgments of the Debtors as to
the future operating and financial performance of the Debtors.
Those projections assume that the Debtors will operate the
businesses reflected in the financial forecast and that those
businesses will perform as expected in the financial forecast.
To the extent that the Debtors operate at higher or lower
capacity utilizations or have higher or lower raw material
margins during the period contemplated in the projections and to
the extent that all or a portion of the businesses perform at
levels inconsistent with those expected by management in the
financial forecast, those adjustments may have a material impact
on the projections and the valuations as presented in the Plan.

Hypothetical valuation estimates reflect computations of the
estimated New Masonite Total Enterprise Value and Equity Value of
the Reorganized Debtors through the application of various
valuation techniques, including, among others:

  (a) a comparable company analysis, in which Perella Weinberg
      analyzed the enterprise values of public companies that
      Perella Weinberg deemed generally comparable to all or
      parts of the operating businesses of the Debtors as a
      multiple of certain financial measures, including, but
      not limited to, earnings before interest, taxes,
      depreciation and amortization and then applied multiples
      derived from those analysis, among other statistics, to
      the projected EBITDA of the Reorganized Masonite Debtors;
      and

  (b) a discounted cash flow analysis, in which Perella
      Weinberg, using a weighted average cost of capital,
      computed the present value of free cash flows and the
      terminal value of the Reorganized Debtors.

                 Reorganization Beats Liquidation

Section 1129(a)(7) of the Bankruptcy Code requires that each
holder of an impaired allowed claim or interest either (i) accept
the plan of reorganization or (ii) receive or retain under the
plan property of a value, as of the effective date, that is not
less than the value that holder would receive or retain under the
plan of reorganization if the debtor were liquidated under
Chapter 7 of the Bankruptcy Code on the effective date.  This is
referred to as the "best interests" test.

To demonstrate compliance with the "best interests" test, the
Debtors prepared a liquidation analysis that shows the estimated
a range of proceeds that would be generated from a hypothetical
Chapter 7 liquidation.  The Debtors assumed a liquidation date of
June 8, 2009.  The Effective Date is expected to be the same as
the Liquidation Date.

The Debtors first determined the dollar amount that would be
generated from a hypothetical Chapter 7 liquidation of their
assets where a Chapter 7 trustee would be appointed and charged
with reducing to cash any and all of the assets.  In this
hypothetical liquidation scenario, the trustee would be required
to either (i) sell the assets owned by the Debtors and their non-
Masonite Debtor affiliates as going-concerns or (ii) shut down
the Debtors' businesses and sell the individual assets of the
Debtors and their non-Masonite Debtor affiliates.  The gross
amount of cash available from liquidation would be the sum of the
proceeds from the disposition of the Debtors' assets and cash
held by the Debtors at the time of the commencement of the
hypothetical Chapter 7 cases.  The Debtors then reduced the total
amount by the amount of any claims secured by those assets, the
costs and expense of liquidation, and additional administrative
expenses and priority claims that may result from the termination
of the Debtors' businesses and the use of Chapter 7 for purposes
of the hypothetical liquidation.  Any net cash would be allocated
to creditors and stockholders in strict priority in accordance
with Section 726 of the Bankruptcy Code.  Finally, the Debtors
compared their hypothetical liquidation value to the value and
returns provided for under the Plan.

The Debtors' management assumed that (i) the Debtors would have
access to cash collateral over the course of the hypothetical
Chapter 7 liquidation, (ii) all operating divisions would be
liquidated, and (iii) the Debtors would be able to complete an
expedited liquidation.  The Debtors did not include estimates for
additional claims that may arise as part of any conversion to a
Chapter 7 liquidation, including potential rejection damages
claims associated with the rejection of executory contracts or
unexpired leases pursuant to Section 365, potential claims
associated with the rejection of various management employment
contracts, and potential claims that would arise in connection
with the Worker Adjustment and Retraining Notification Act.  In
addition, the Debtors have not performed a comprehensive analysis
of potential avoidance actions and, therefore, the Liquidation
Analysis does not account for the proceeds, if any, of those
avoidance actions.

A full-text copy of the Liquidation Analysis is available for
free at: http://bankrupt.com/misc/masonite_liquidanalysis.pdf

              Financial Projections Underpinning Plan

In connection with the negotiations between Masonite
International, Inc., and the Senior Secured Agent and the
Informal Noteholder Committee relating to the restructuring
transaction, Masonite provided the Senior Secured Agent and the
Informal Noteholder Committee with certain non-public financial
information under confidentiality agreements.

The information provided by Masonite included projections of the
company's operations and financial conditions from 2009 through
2013, prepared as of February 2009.

The projections are based on a variety of estimates and
assumptions, including:

  (a) Masonite's ability to maintain sufficient working capital
      to self-fund operations or access to financing sources to
      fund any deficiencies, including the company's ability to
      complete the proposed restructuring transaction and gain
      consent from its lenders to decrease the size of the
      company's outstanding debt obligations, the existence of
      stable foreign exchange and capital markets, and the
      continuing support of trade creditors and the ability to
      obtain enhanced trade credit support;

  (b) current and projected market conditions in each of the
      company's markets, including assumptions regarding
      stabilization of the market for raw materials and the
      company's ability to pass along any increases in raw
      material costs to its customers if increases occur;

  (c) an estimate of the company's ability to maintain and grow
      its existing product lines and customer relationships in
      2009 and beyond, including the timing of that growth in
      both its North American and the rest of the world segments
      based on the pace of global economic recovery;

  (d) cost savings opportunities at its manufacturing
      operations, including the ability to rationalize and exit
      certain low margin products, the ability to optimize its
      manufacturing footprint through rationalizing excess
      capacity in certain of its operations, and the ability to
      achieve cost savings related to manufacturing and
      purchasing efficiencies.

                        2008A  2009E  2010E  2011E  2012E  2013E
                       ------ ------ ------ ------ ------ ------
Balance Sheet
($ in millions)

Cash                      $194   $177   $157   $176   $200   $250
Accounts Receivable        239    144    148    162    189    220
Inventory                  233    188    219    248    284    316
Prepaid                     23     18     14     17     20     22
Net fixed assets           867    813    768    725    699    688
                       ------ ------ ------ ------ ------ ------
  Total assets         $1,556 $1,340 $1,306 $1,328 $1,392 $1,496
                       ====== ====== ====== ====== ====== ======

Revolving facility        $336     $0     $0     $0     $0     $0
Accounts payable,          287    164    196    227    255    273
accrued debts &
other short-term
debt

Long-term debt           1,909    303    310    317    325    334
Net tax liabilities         46     44     44     44     44     44
Other long-term debts       32     26     22     19     17     15
Non-controlling interest    27     30     31     34     36     39
Equity                  (1,081)   774    703    688    715    791
                       ------ ------ ------ ------ ------ ------
  Total liabilities
  and equity           $1,556 $1,340 $1,306 $1,328 $1,392 $1,496
                       ====== ====== ====== ====== ====== ======

A full-text copy of the Financial Projections is available for
free at: http://bankrupt.com/misc/masonite_finlprojections.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: Solicitation and Confirmation Timeline Proposed
---------------------------------------------------------------
Masonite Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
proposed timeline for soliciting plan votes and obtaining
confirmation of their plan.

The Debtors ask the Court to establish these dates and deadlines:

  April 24, 2009 -- Deadline for distributing solicitation
                    packages, including Ballots, Beneficial
                    Holder Ballots, and Master Ballots, to
                    Holders of Claims entitled to vote on the
                    Plan

  April 27, 2009 -- The last date by which the Debtors will
                    publish notice of the Confirmation Hearing

  May 12, 2009   -- The date by which the Debtors must file the
                    Plan Supplement with the Court and serve the
                    2002 List with a notice that will (i) inform
                    the parties that the Debtors filed the Plan
                    Supplement, (ii) list the information
                    contained in the Plan Supplement, and (iii)
                    explain how parties may obtain copies of the
                    Plan Supplement

  May 25, 2009   -- Deadline by which all Ballots and Master
                    Ballots must be properly executed, completed
                    and delivered so that they are actually
                    received by Financial Balloting Group, LLC

                 -- Deadline by which objections to the Plan
                    must be filed with the Court

  May 28, 2009   -- Date by which the Debtors must file the
                    Voting Report with the Court

  June 1, 2009   -- Confirmation Hearing Date

The Debtors also ask the Court to approve uniform procedures for
soliciting, receiving, and tabulating votes to accept or reject
their Joint Chapter 11 Plan of Reorganization, voting to accept
or reject the Plan, and filing objections to the Plan.

The Debtors also ask the Court to approve beneficial ballots and
the master ballots in the form substantially similar to Official
Form 14.  The Debtors will distribute solicitation packages to
Holders of Claims entitled to vote on the Plan.

Certain Holders of Claims and all Holders of Equity Interests are
not entitled to vote on the Plan.  As a result, these parties
will not receive solicitation packages and, instead, will receive
an appropriate form of Non-Voting Status, if any, in lieu of
solicitation materials.

                      Voting Record Date

The Debtors ask the Court to set April 22, 2009, as the record
date for determining (a) the Holders of Claims entitled to
receive a Solicitation Package; (b) the Holders of Claims
entitled to vote to accept or reject the Plan; and (c) whether
Claims have been properly transferred to an assignee pursuant to
Rule 3001(e) of the Federal Rules of Bankruptcy Procedure.

            Solicitation for Class 4 Claim Holders

Because of the added complexity of identifying and reaching
Beneficial Holders of Class 4 Senior Subordinated Note Claims,
advance notice of the Voting Record Date is necessary to enable
the assembly of record ownership lists as of the Voting Record
Date.  To help ensure the highest likehood of an efficient and
cost-effective solicitation process, prior to the Solicitation
Deadline, the Voting Agent will contact known Nominees to provide
them with advance notice of the Voting Record Date and inform
them of the proposed solicitation procedures.

Once the Voting Record Date has passed, the Debtors will
distribute Solicitation Packages to each Nominee identified as
holding Senior Subordinated Notes on behalf of Beneficial Holders
as of the Voting Record Date.

                  Notices to Holders of Claims
                       Not Entitled to Vote

Under the Plan, Classes 1, 3, 5, 6, and 7 are unimpaired and are
deemed to have accepted the Plan.  Classes 8 and 9 are receiving
no distribution under the Plan and are deemed to reject the Plan.
Holders of claims under Classes 1, 3, 5, 6, 7, 8, and 9 will not
receive any solicitation packages and, instead, will receive an
appropriate form of Non-Voting Status Notice.

The Debtors will not provide the Holders of Intercompany Claims
or Intercompany Interests with a Solicitation Package or any
other type of notice.  Counterparties to executory contracts and
unexpired leases will receive a "Contract/Lease Party Notice" in
lieu of a Non-Voting Status Notice.

                Voting & Tabulation Procedures

Ballots will not be counted or considered for any purpose in
determining whether the Plan has been accepted or rejected if:

  -- the Ballot is illegible or contains insufficient
     information to permit identification of the Holder of the
     Claim;

  -- the Ballot does not hold a Claim in a Class that is
     entitled to vote on the Plan or is not otherwise entitled
     to vote pursuant to the solicitation procedures;

  -- the Ballot is sent to the Debtors or their representatives
     other than the Voting Agent;

  -- the Ballot is unsigned; or

  -- the Ballot is not marked to accept or reject the Plan or is
     marked both.

                   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: Court Grants Interim OK to Use Cash Collateral
--------------------------------------------------------------
Masonite Corporation and its debtor affiliates use cash on hand
and cash flow from operations to fund working capital, capital
expenditures, research and development efforts, and for other
general corporate purposes.  An inability to use these funds
during the Chapter 11 cases could cripple the Debtors' business
operations, their proposed counsel, Richard M. Cieri, Esq., at
Kirkland & Ellis, LLP, in New York, said.

Indeed, Mr. Cieri said, the Debtors must use their cash to,
among other things, continue the operation of their businesses in
an orderly manner, maintain business relationships with vendors,
suppliers and customers, pay employees and satisfy other working
capital and operation needs -- all of which are necessary to
preserve and maintain the Debtors' going-concern value and,
ultimately, effectuate a successful reorganization.

Accordingly, the Debtors sought and obtained, on an interim basis,
authority from the U.S. Bankruptcy Court for the District of
Delaware to use the cash collateral securing their $1,500,000,000
prepetition indebtedness from a consortium of lenders led by The
Bank of Nova Scotia, as administrative agent.

The Prepetition Lenders, according to Mr. Cieri, have consented
to the Debtors' use of Cash Collateral in the ordinary course of
business pursuant to certain terms.

As adequate protection, the Debtors will provide the Prepetition
Lenders with these forms of adequate protection:

  (a) additional and replacement continuing valid, binding,
      enforceable, non-avoidable and automatically perfected
      postpetition security interests in and liens on all
      property and assets of the Debtors, which will be:

         -- junior only to the Carve-Out, the charges ordered by
            the Ontario Superior Court of Justice in some of the
            Debtors' affiliates' proceedings under the Canadian
            Companies' Creditors Arrangement Act, and the
            Permitted Prior Liens; and

         -- senior to all other security interests in, liens on,
            or claims against any of the Collateral;

  (b) superpriority claim pursuant to Section 507(b) to the
      extent of any diminution in the value of their interest in
      the Prepetition Collateral, which will:

         -- be junior only to the Carve-Out and the CCAA
            Charges; and

         -- have priority over all administrative expense claims
            and unsecured claims against the Debtors or their
            estates.

The Debtors will provide adequate protection payments to the
Prepetition Lenders in the form of:

  * payments in cash on a monthly basis of all cash-pay
    interest, fees, and other amounts due under the Prepetition
    Credit Documents; and

  * ongoing payments of the reasonable postpetition fees, costs,
    and expenses of the Prepetition Agent, including, without
    limitation, the reasonable postpetition fees and expenses of
    legal, financial advisory, investment banking and other
    professionals.

The Debtors will also continue to maintain and insure the
Collateral in the amounts and for the risks, and by the entities,
required under the Prepetition Credit Documents.

"Carve-Out" means the (a) unpaid fees of the Clerk of the
Bankruptcy Court and the U.S. Trustee; (b) unpaid fees and
expenses of professional persons retained by any Debtor or
statutory committee incurred prior to delivery of a Carve-Out
Trigger Notice; and (c) unpaid Professional Fees in an aggregate
amount not to exceed $5,000,000 of Professionals incurred
subsequent to delivery of a Carve Out Trigger Notice.

Use of the Cash Collateral is subject to customary affirmative
covenants and events of default, including the Debtors'
maintenance of a rolling 13-week cash flow forecast in form and
substance consistent with the Cash Flow Projected provided to the
Prepetition Agent before the Petition Date.

A full-text copy of the 13-Week Cash Flow Projection commencing
on the week ended March 22, 2009, until the week ended June 12,
2009, is available for free at:

        http://bankrupt.com/misc/masonite_13weekcash.pdf

The Interim Order provides that any statutory committee appointed
in the Chapter 11 cases will have until May 31, 2009, to object
or challenge the validity, extent, priority, or perfection of the
Prepetition Liens, or the validity, allowability, priority, full
secured status, or amount of the Prepetition Obligations.

The Court will convene a hearing on April 13, 2009, at 3:30 p.m.,
to consider final approval of the motion.  Objections are due
April 6.

A full-text copy of the Interim Order is available for free
at: http://bankrupt.com/misc/masonite_interimord.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)


METALS USA: S&P Puts 'CCC' Senior Ratings on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Houston-based Metals USA Holdings Corp. and its wholly owned
subsidiary, Metals USA Inc. on CreditWatch with negative
implications.  This includes the 'B-' corporate credit ratings and
the 'CCC' ratings on the senior secured notes and senior unsecured
pay-in-kind toggle notes.

"The CreditWatch listing reflects our concern that because of the
sharp deterioration in steel market conditions in North America
over the past several months, and our expectation that operating
conditions will remain challenging in the near term, Metals USA's
profitability, cash flow, and credit measures will weaken
materially during 2009, potentially pressuring its liquidity
position," said Standard & Poor's credit analyst Maurice Austin.
S&P deem the company's current liquidity to be adequate because of
Metal USA's working capital management.

In resolving the CreditWatch listing, S&P will evaluate Metals
USA's full-year 2008 operating results and incorporate S&P's
expectation for 2009 operating performance.  S&P's analysis will
focus on the company's liquidity profile and its ability to remain
in compliance with financial covenants.  The company's credit
facility has a minimum fixed-charge covenant requirement of 1x
that takes effect when its availability dips below
$45 million.


MICHAEL CONTI SR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Michael Frank Conti, Sr.
        Michelle Davis Conti
        8221 Stoney Creek Rd.
        Somerset, CA 95684

Bankruptcy Case No.: 09-24596

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: David Foyil, Esq.
                  18 Bryson Dr.
                  Sutter Creek, CA 95685
                  Tel: (209) 223-5363

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

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

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

            http://bankrupt.com/misc/caeb09-24596.pdf

The petition was signed by Michael Frank Conti, Sr. and Michelle
Davis Conti.


MIDWAY GAMES: May Continue to Use Cash Collateral Until April 2
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved at
a hearing on March 10, 2009, the stipulation of Midway Games Inc.,
et al., Acquisition Holdings Subsidiary I LLC, and the Official
Committee of Unsecured Creditors extending the period for the
continued interim use of cash collateral to April 2, 2009, in
accordance with a revised cash collateral budget.

A final evidentiary hearing on the request will be held on
April 1, 2009, at 10:00 a.m. EST.

As reported on February 18, 2009, the Court approved Midway's
request for the interim use of Cash Collateral for the period from
February 12, 2009, through March 10, 2009, despite objections by
holders of Midway's $150 million in aggregate principal
obligations under the Senior Convertible Notes, who balked at the
some of the protections Midway proposed for the secured lender who
is also the controlling shareholder.

As adequate protection, Acquisition Holdings will receive (i)
payment of accrued and unpaid prepetition interest under the
prepetition facility as well as current postpetition interest
under the prepetition facility at the non-default rate of interest
under a certain loan and security agreement, and (ii) payment of
out-of-pocket expenses for reasonable professional fees and
disbursements.

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

      http://bankrupt.com/misc/MidwayGames.RevisedBudget.pdf

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on Feb. 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).  David
W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of
Sept. 30, 2008, showed $167,523,000 in total assets and
$281,033,000 in total debts.


MONTEREY CAPITOLA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Monterey Capitola, LLC
        206 Hollister Avenue
        Capitola, CA 95010

Bankruptcy Case No.: 09-51826

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Joan M. Chipser, Esq.
                  Law Offices of Joan M. Chipser
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650) 697-1564
                  Email: joanchipser@sbcglobal.net

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

Estimated Debts: $50,001 to $100,000

The petition was signed by Steve Davis, managing member of the
Company.

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


MORGAN & FINNEGAN: Files for Chapter 7 Liquidation
--------------------------------------------------
JD Journal reports that Morgan & Finnegan has filed for Chapter 7
bankruptcy.

Debra Cassens Weiss at ABA Journal relates that Morgan &
Finnegan's bank accounts were reportedly frozen and its severance
checks were bouncing.

Court documents say that Morgan & Finnegan listed $6.37 million in
assets and $10 million in liabilities, and the Company listed
"multiple former partners" as unsecured creditors owed capital
totaling $3.9 million.

Morgan & Finnegan, according to ABA Journal, said that it is owed
money from two former partners whose draws exceeded their capital
accounts: Day Pitney partner Keith McWha and Cadwalader special
counsel Tod Melgar.

ABA Journal relates that Morgan & Finnegan's revenues declined by
almost a half in 2008 as it lost partners to law firms like
Cadwalader, Wickersham & Taft and Dickstein Shapiro.  According to
court documents, Morgan & Finnegan earned $36.99 million in
revenue last year, compared to $60.63 million in 2007.

JPMorgan Chase, Morgan & Finnegan's lender, will file a lawsuit
against Morgan & Finnegan for more than $4 million, ABA Journal
reports.

Morgan & Finnegan, LLP was a New York Law firm.  Locke Lord
Bissell & Liddell hired 30 of the Morgan & Finnegan's lawyers,
including 13 out of 17 remaining partners, in February 2009.


MORNING STAR: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Morning Star Restaurant Group, LLC
        aka Amy Ruth's Restaurant
        68 West 120th Street
        New York, NY 10027

Bankruptcy Case No.: 09-11189

Type of Business: Morning Star operates a restaurant.

Chapter 11 Petition Date: March 17, 2009

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

Judge: Allan L. Gropper

Debtor's Counsel: Edward B. Mendy, Esq.
                  Mendy & Beekman, PLLC
                  2 Penn Center, Suite 200
                  Philadelphia, PA 19102
                  Tel: (215) 854-4057

Estimated Assets: $100,001 to $500,000

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

The Debtor did not file a list of its 20 largest unsecured
creditors together with its petition.

The petition was signed by Lawrence Jordan, Managing Partner of
the company.


MTR GAMING: Liquidity Concerns Prompt Moody's Junk Rating
---------------------------------------------------------
Moody's Investors Service lowered MTR Gaming's probability of
default rating to Caa1 from B2 and corporate family rating to B3
from B2.  The rating for the senior unsecured notes was affirmed
at B2.  Further, the rating for the 9% senior subordinated notes
was lowered to Caa2 from Caa1.  The rating outlook remains
negative.  The downgrade of the probability of default rating and
corporate family rating reflect liquidity concerns due to MTR's
near-term debt maturities and tight financial covenants, as well
as the risk that the more challenging competitive environment
pressures the company's earnings.  The affirmation of the rating
for the senior unsecured notes incorporates Moody's view of above-
average recovery prospects in a default scenario.

MTR faces significant near-term debt maturities related to the
senior unsecured notes and the senior secured revolver, for a
total amount exceeding $230 million.  The refinancing of the
senior notes at reasonable conditions might be a challenge for
MTR, should the credit markets remain highly risk adverse in 2009.
From a liquidity perspective, the tightening of the total leverage
covenant in the course of 2009 due to several step downs
represents another hurdle for the company.

Additionally, MTR is expected to deal with stronger competitive
pressures in 2009, related to the expansion of the Meadows
"racino" and the subsequent opening of Rivers Casino, a slot
parlor in Pennsylvania.  The expected cost savings might not fully
offset the increasing competitive pressures at the EBITDA level.
Longer term, key risk factors also include the legalization of
table games in Pennsylvania or the legalization of casino gambling
in Ohio in case it does not involve MTR's Scioto Downs racetrack.

More positively, Moody's also consider the material reduction in
senior secured revolver borrowings that occurred in 2008 and the
expected solid coverage for the senior unsecured notes, based on
Moody's near-term EBITDA estimate.

The rating outlook remains negative at this junction given the
large amount of debt maturing and the risk of covenant violation.
Should the company fail to refinance its senior unsecured notes in
the very near term, further negative rating pressures are likely.

Ratings downgraded:

  -- Probability of Default Rating to Caa1 from B2

  -- Corporate Family Rating to B3 from B2

  -- Senior Subordinated Notes to Caa2 from Caa1 (LGD assessment
     revised to LGD4, 70% from LGD5, 87%)

Rating affirmed:

  -- Senior Unsecured Notes at B2 (LGD assessment revised to LGD3,
     31% from LGD4, 54%)

The last rating action was on August 26, 2008 when Moody's changed
the rating outlook to negative from stable.

MTR, through its subsidiaries, owns and operates Mountaineer
Casino, Racetrack & Resort in Chester, West Virginia; Presque Isle
Downs & Casino in Erie, Pennsylvania and Scioto Downs in Columbus,
Ohio.  MTR reported net revenues of approximately $471 million in
2008.


MYSTIC TENNIS: Operations Unaffected by Chapter 11 Filing
---------------------------------------------------------
Lee Howard at Theday.com reports that Sport & Wellness LLC's
manager Beth Albrikes said that the Company has filed for Chapter
11 bankruptcy protection, but the club will remain open.

According to Theday.com, Ms. Albrikes had denied rumors that the
club might close down, saying that it has been making money for
the past five years.  Other tennis clubs in the Sport & Wellness
group have led to financial problems, Theday.com states, citing
Ms. Albrikes.

While Sport & Wellness workers still get paid, the Company hasn't
been able to pay for outside contractors who have done work at the
club, Theday.com relates, citing Ms. Albrikeses.

Ms. Albrikes said that she has yet to hear whether the club might
be sold, Theday.com states.

North Salem, New York-based Sport & Wellness, LLC, owns the Mystic
Indoor Tennis in Old Mystic.  The Company filed for Chapter 11
bankruptcy protection on February 25, 2009 (Bankr. S.D. N.Y. Case
No. 09-22266).  Jonathan S. Pasternak, Esq., at Rattet, Pasternak
& Gordon Oliver, LLP, assists the Company in its restructuring
effort.  The Company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


NC CAPITAL FACILITIES: Fitch Cuts $12.67-Mil Revenue Bonds to 'BB'
------------------------------------------------------------------
Fitch Ratings has downgraded the long-term rating on the
approximately $12.67 million of outstanding North Carolina Capital
Facilities Finance Agency's educational facilities revenue
refunding bonds, Brevard College Corporation, series 2007 to 'BB'
from 'BBB-'.  The bonds are a general obligation of Brevard
College (Brevard), payable from all legally available funds.  The
Rating Outlook is Stable.

The downgrade to 'BB' primarily reflects Brevard's weak liquidity
levels, continued negative operating performance, and small size,
which limits operating flexibility.  Offsetting these negative
credit factors include Brevard's adequate student demand, a base
level of fundraising through annual giving, and moderate debt
burden, with no additional debt plans in the near term.  Brevard
is also considering new development efforts, although the success
of such fundraising is questionable at this time given the current
economic environment.

For fiscal 2008, available funds, defined by Fitch as unrestricted
and temporarily restricted cash and investments, were $2.5 million
and covered operating expenses ($19.9 million) and total debt
($14.2 million) by a very low 12.4% and 17.3%, respectively.
While Brevard's endowment totaled $23.8 million as of May 31,
2008, a majority of funds were permanently restricted for student
financial aid.  Furthermore, the market value of Brevard's
endowment declined approximately 25% from May 31, 2008 to Dec. 31,
2008, as a result of the current financial market turbulence.

Brevard's operating margin has been volatile over the past several
years.  The operating margin was negative in both fiscal years
2007 and 2008, and was negative for three of the past five fiscal
years.  The operating margin was negative 7.2% for fiscal 2008,
following a negative 9.8% margin for fiscal 2007.  Fluctuations in
enrollment have partly contributed to Brevard's operating
performance as well as a decline in gifts and contributions
following the previous capital campaign, which concluded in 2006.

Full-time equivalent enrollment fell 1.8% and 2.1% in fall 2007
and fall 2008, respectively, although FTE enrollment has grown by
14.4% since fall 2004.  While enrollment has fluctuated in recent
years, Brevard's management team has taken measures to improve its
enrollment management.  Among other strategies, it hired an
enrollment consultant to help improve the admissions process and
grow enrollment.  This is evident in the 29.7% increase in
applications received for fall 2008.  In addition, the number of
applications received for fall 2009 is currently 7.7% higher than
for fall 2008.

Brevard's debt burden remains manageable with maximum annual debt
service of approximately $1 million representing a moderate 5.5%
of fiscal 2008 unrestricted operating revenues.  Brevard's debt
burden has gradually improved from 6.7% in fiscal 2004.  Brevard's
near-term capital improvement plan calls for various renovations
and minor capital projects, all of which are expected to be funded
through fundraising.

Brevard College is a four-year private college located on 120
acres in Brevard, North Carolina (140 miles west of Charlotte).
It was founded in 1934 and is affiliated with the Western North
Carolina Conference of the United Methodist Church.  Fall 2008
full-time equivalent enrollment was 644, down slightly from 658
students in fall 2007.


NEXSTAR GROUP: Reports Full Year 2008 Net Loss of $78.1 Million
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc. reported its financial results
for the fourth quarter and year ended December 31, 2008.

The Company's net revenue for the quarter ended December 31, 2008,
rose 12.3% to $80.3 million from $71.6 million in the fourth
quarter of 2007.

Nexstar's fourth quarter 2008 net loss was roughly $21.3 million.
During the 2008 fourth quarter, Nexstar incurred a non-cash
impairment charge of $33.9 million.

For the 2008 full year, net revenue was $284.9 million, an
$18.1 million increase over $266.8 million for 2007.  Reflecting a
total of approximately $89.6 million of non-cash contract
termination fees and non-cash impairment charges, Nexstar's full
year 2008 net loss was approximately $78.1 million.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented, "Nexstar's double
digit fourth quarter net revenue growth highlights strong year-
over-year increases in political, retransmission consent and e-
MEDIA revenues which helped to offset the impact of the current
economy and soft general advertising environment.  Fourth quarter
net revenue of $80.3 million included approximately $16.6 million
of net political advertising revenue and full year 2008 net
political advertising revenue reached $28.0 million, in line with
our expectations.  In 2008, e-MEDIA revenue increased 100% over
2007 levels while full year retransmission consent revenue rose
27% to $21.8 million.

"On February 19, Nexstar announced renewed and new multi-year
retransmission consent agreements which will contribute more than
$75 million in revenues to the Company over the lives of these
agreements.  Approximately one third of this revenue is expected
to be realized in 2009".

According to Mr. Sook, the Company is projecting another year of
significant e-MEDIA revenue growth based on the full year benefits
of approximately fifteen revenue generating applications that the
Company is now offering across all markets in its platform.  The
Company will also launch Nexstar's community portal e-MEDIA
offerings in any new markets that it enters.

Nexstar's pending and de-leveraging acquisitions of WCWJ-TV in
Jacksonville, Florida and KARZ-TV in Little Rock, Arkansas, will
also contribute to offsetting the impact of lower political
revenues and ongoing industry softness in 2009, according to Mr.
Sook.  In light of the current economic conditions and the absence
of significant political revenues this year, Nexstar is taking
steps to reduce expenses on all fronts at both the station and
corporate levels.

Moreover, Mr. Sook stressed that the Fourth quarter and full year
2008 cap ex spending was approximately $12.7 million and
$30.8 million, respectively, with approximately $9.7 million and
$23.3 million of these respective amounts allocated to digital
conversions.  The Company will incur approximately $5.4 million of
capital expenditures in early 2009 to complete the remaining
stations' digital television requirements."

                      Outstanding Debt

The Company's total net debt at December 31, 2008, was
$646.3 million, compared to $665.0 million at December 31, 2007.
The total net debt consists of $356.2 million of bank debt,
$190.8 million of senior subordinated 7% notes, $37.3 million of
senior subordinated 12% PIK notes and $77.8 million of 11.375%
senior discount notes, less cash on hand of $15.8 million.

During the fourth quarter, the Company repurchased approximately
$7.5 million of the 7% senior subordinated notes, resulting in a
$2.9 million pre-tax gain.  The purchase of these notes was funded
with cash flows from operations.

Consolidated total net debt was $609.7 million at December 31,
2008.  The Company's total leverage ratio at December 31, 2008 was
6.18x compared to a permitted leverage covenant of 6.50x.

Total interest expense in the fourth quarter of 2008 was
$12.4 million, compared to $13.8 million for the same period in
2007.  Cash interest expense for the fourth quarter of 2008 was
$10.7 million, compared to $10.0 million for the same period in
2007.

                           Debt Exchange
On February 27, 2009, Nexstar Broadcasting, Inc., an indirect
subsidiary of Nexstar Broadcasting Group, commenced an offer to
exchange up to $143.6 million aggregate principal amount of its
outstanding $191.51 million in aggregate principal amount of 7%
Senior Subordinated Notes due 2014 in exchange for:

   (i) up to $142.3 million in aggregate principal amount of
       Nexstar Broadcasting's 7% Senior Subordinated PIK Notes due
       2014, to be guaranteed by each of the existing guarantors
       to the Old Notes, and

  (ii) cash.

The exchange offer is being conducted upon the terms and subject
to the conditions set forth in the Offering Memorandum dated
February 27, 2009, as supplemented, and the related letter of
transmittal.

The exchange offer is subject to certain conditions, including the
minimum tender condition, that Nexstar Broadcasting receive valid
tenders, not validly withdrawn, of at least $114.9 million of the
aggregate principal amount of Old Notes.  Documents relating to
the exchange offer will only be distributed to holders of Old
Notes who complete and return a letter of eligibility confirming
that they are within the category of eligible investors for this
private offer.

                        Pending Acquisition

On January 28, 2009, Nexstar Broadcasting Group entered into a
definitive agreement to acquire the assets of WCWJ-TV, the CW
affiliate serving the Jacksonville, Florida market, from Media
General, Inc.  This acquisition marks Nexstar's entr‚e into the
State of Florida and will represent the 52nd television station
that the Company owns or for which it provides sales, programming
or other services.  Additionally, the Company's acquisition of
KARZ-TV (formerly KWBF-TV) in Little Rock, Arkansas, which was
announced on October 7, 2008, was approved on February 26 by the
bankruptcy court and closing will occur before the end of March.
Guidance

Given the uncertain economic environment, the Company has elected
to discontinue the practice of providing quarterly guidance for
net revenue, station operating expenses and corporate overhead.

Upon the completion of announced transactions, Nexstar
Broadcasting Group will own, operate, program or provide sales and
other services to 52 television stations in 30 markets in the
states of Illinois, Indiana, Maryland, Missouri, Montana, Texas,
Pennsylvania, Louisiana, Arkansas, Alabama, New York and Florida.
Nexstar's television station group includes affiliates of NBC,
CBS, ABC, FOX, MyNetworkTV and The CW and pro-forma for the
completion of all announced transactions, reaches approximately 10
million U.S. television households or approximately 8.8% of all
U.S. television households.

                          *     *     *

As reported by the Troubled Company Reporter on December 3, 2008,
pursuant to the company's Form 10-Q, as of September 30, 2008,
Nexstar's balance sheet shows $665.2 million in total assets,
$809.5 million in total liabilities, resulting in $144.3 million
in stockholders' deficit.

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NOBLE INT'L: Obtains $4MM in Funds from Comerica, Customers
-----------------------------------------------------------
Noble International, Ltd., amended its forbearance agreements with
respect to its credit facility with Comerica Bank and another
forbearance agreement with respect to its Mexican units.

On February 24, 2009, Noble International entered into a
forbearance agreement with Comerica, as agent for itself and other
lenders under the Company's U.S. and Canadian credit facility.
Under the Forbearance Agreement, the Lenders agreed to refrain
from exercising remedies under the Credit Facility until March 23,
2009, subject to earlier termination.  One event of termination
under the Forbearance Agreement is a default under the Revolving
and Term Credit Agreement dated as of July 31, 2006 among the
Company's Mexican subsidiary, Pullman de Queretaro, S.A. de C.V.
as borrower, the Company and the Company's Mexican subsidiaries,
Pullman de Mexico, S.A. de C.V. and Pullman de Puebla, S.A. de
C.V., as guarantors, and Comerica as lender.

Under the Mexican Credit Agreement, Pullman de Queretaro was
obligated to repay outstanding principal of roughly $9.2 million
on March 2, 2009.  Concurrently with the execution of the
Forbearance Agreement, Comerica Bank agreed that if a partial
payment of the outstanding principal owed under the Mexican Credit
Agreement was repaid on or before March 2, 2009, it would forbear
through the Expiration Date from exercising remedies it had under
the Mexican Credit Agreement.

On March 6, 2009, the parties to the Mexican Credit Agreement
entered into a forbearance agreement.  As consideration for the
Mexican Forbearance Agreement, Pullman de Queretaro made a
principal payment of $1.5 million to Comerica Bank.  Pursuant to
the Mexican Forbearance Agreement, interest on amounts owed under
the Mexican Credit Agreement will now accrue at the interest rates
set forth in the Mexican Credit Agreement plus an additional 2%
per annum.  Other terms of the Mexican Forbearance Agreement are
substantially similar to those of the Forbearance Agreement.  The
Mexican Forbearance Agreement, like the Forbearance Agreement,
expires on March 23, 2009.

Concurrently with the signing of the Comerica Forbearance
Agreement, the Company entered into a 30-day, binding memorandum
of understanding dated February 23, 2009, with General Motors
Corporation, Ford Motor Company, Chrysler, LLC and Comerica, as
agent for itself and the other lenders.  In the MOU, the Customers
agreed to expedited payment of amounts owed to the Company and
other accommodations of financial benefit to the Company.  The
Customers also agreed to provide a limited amount of short-term
financing through the purchase of subordinated participations in
the Credit Facility.

The Company requested short-term funding through March 23, 2009,
from the Customers in addition to that agreed to by the Customers
in the MOU.  The Company also requested short-term funding from
Comerica.  The Company indicated that given its cash and credit
position, it is unlikely that the Company will be able to maintain
operations to March 23, 2009, absent funding.

On March 17, 2009, the Customers provided $2 million to the
Company pursuant to the terms of the MOU in exchange for the
purchase of subordinated participations in the Credit Facility.

On March 18, 2009, the Company entered into first amendments to
the Comerica Bank Forbearance Agreement and the Mexican
Forbearance Agreement.

Pursuant to the terms of the Forbearance Agreement Amendment,
Comerica agreed to provide $2 million to the Company on March 19,
2009, under the terms of the Credit Facility.  Under the
amendments the Lenders also agreed to maintain the Forbearance
Agreement and the Mexican Forbearance Agreement through March 23,
2009.

Early termination of the forbearance agreements may occur if there
are new defaults under the Credit Facility or Mexican Loan
Agreement or defaults under the forbearance agreements and the
amendments thereto, if there is further deterioration in the
financial condition of the Company or further deterioration in the
Lenders' collateral position, or if the Lenders believe that the
prospect of payment or performance is impaired.

The Company believes that the funding from the Customers and
Comerica will provide the Company with credit sufficient to meet
its ongoing and routine obligations to March 23, 2009, but this is
not assured.  The Company remains in discussions with Comerica and
the Customers to identify funding solutions for its liquidity
needs beyond March 23, 2009.  The Company is also continuing to
analyze and consider strategic alternatives.

               Noble Defaults Under $32.5MM 4% Notes,
                  $50MM ArcelorMittal Sub Note, &
                   $12.5MM GECC Promissory Note

In October 2006, Noble International issued $32.5 million of 4%
convertible notes that are now held by affiliates of Whitebox
Advisors, LLC.  The Notes mature in October 2011.  The Company's
obligations under the Notes are set forth in several Amended and
Restated Convertible Subordinated Notes dated October 11, 2006.

On March 1, 2009, the Company did not make an interest payment on
the Notes required to be made on that date.  On March 10, 2009,
the Company received a notice from Whitebox declaring a default on
the Notes and purporting to require that the Company redeem the
Notes.

Pursuant to the terms of the Notes, the redemption price to be
paid to Whitebox by the Company as of March 10, 2009, was
$40 million.  Whitebox is prevented from taking action to collect
on, or otherwise enforce its rights under, the Notes, however,
until amounts owed under the Mexican Credit Agreement are paid or
waived by Comerica, or 270 days after Comerica is notified of the
default on the Notes, whichever is earlier.

The default under the Notes is an event of default under the
Convertible Subordinated Note issued by the Company to
ArcelorMittal, S.A. on March 20, 2008 in the principal amount of
$50 million and a promissory note issued by certain of the
Company's subsidiaries to General Electric Capital Corporation on
September 19, 2008 in the principal amount of $12.5 million, which
is guaranteed by the Company.

The default under the Notes gives the Lenders the right to
terminate the Comerica Forbearance Agreement.  In response to the
default under the Notes and pursuant to the Forbearance Agreement,
the Lenders have off-set a significant portion of the Company's
cash on hand to satisfy the Company's obligations to the Lenders.
Further, the Lenders notified the Company that no additional
borrowings are available to the Company under the Credit Facility.

                  About Noble International

Based in Troy, Michigan, Noble International, Ltd., provides of
21st Century Auto Body Solutions primarily to the automotive
industry.  Noble utilizes laser-welding, roll-forming and other
technologies to produce flat, tubular, shaped and enclosed formed
structures used by original equipment manufacturers (OEMs) or
their suppliers in automobile applications, including doors,
fenders, body side panels, pillars, bumpers, door beams, load
floors, windshield headers, door tracks, door frames and glass
channels.  The Company operates 24 production facilities
worldwide, including two joint ventures in China and one in India.
Thirteen of its facilities are located in North America and the
remaining 11 facilities are located primarily in Western Europe.
In August 2007, Noble completed the purchase of Arcelor's Tailored
Laser-Welded Blank operation.


NORTEL NETWORKS: Court Moves Schedules Filing Deadline to May 29
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extends the time by which Nortel Networks Inc., Nortel
Networks Capital Corporation, Alteon WebSystems Inc., and Nortel
Networks International Inc. must file their schedules of assets
and liabilities, through and including May 29, 2009.

The Court also extends the time by which 11 other Debtors -- Xros
Inc., Sonoma Systems, Qtera Corporation, CoreTek Inc., Nortel
Networks Application Management Solutions Inc., Nortel Networks
Optical Components Inc., Nortel Networks HPOCS Inc., Architel
Systems (U.S.) Corporation, Northern Telecom International Inc.,
Nortel Networks Cable Solutions Inc., and Alteon WebSystems
International Inc. -- must file their Schedules, through and
including April 20, 2009.

The Court also gives all the Debtors until April 20, 2009, to
file their statements of financial affairs.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Sec. 341 Creditors Meeting Adjourned to April 22
-----------------------------------------------------------------
The meeting of creditors required under Section 341(a) of the
Bankruptcy Code in bankruptcy cases of Nortel Networks Inc. and
its debtor affiliates has been postponed to April 22, 2009.

The meeting was originally scheduled for February 19, 2009.

The Section 341 meeting offers the creditors a one-time
opportunity to examine the Debtors' representative under oath
about the Debtors' financial affairs and operations that would be
of interest to the general body of creditors.

Meanwhile, Judge Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware has issued an order recognizing the cases of
the Canadian-based Nortel companies as foreign main proceedings.

The Nortel companies are Nortel Networks Corporation, Nortel
Networks Limited, Nortel Networks Technology Corporation, Nortel
Networks International Corporation and Nortel Networks Global
Corporation.  They filed on January 14, 2009, insolvency
proceedings under the Companies' Creditors Arrangement Act before
the Ontario Superior Court of Justice and petitions under chapter
15 of the Bankruptcy Code before the U.S. Bankruptcy Court.

The Nortel companies' Chapter 15 petitions met the requirements
of and were properly commenced pursuant to the U.S. bankruptcy
laws, Judge Gross held.

Judge Gross thus ruled that all provisions of Section 1520 of the
Bankruptcy Code apply in Nortel companies' Chapter 15 cases,
including the automatic stay provision, throughout the duration
of their cases.

"The relief granted hereby is necessary and appropriate, in the
interests of the public and international comity, consistent with
the public policy of the United States, warranted pursuant to
Section 1521 of the Bankruptcy Code, and will not cause any
hardship to any party in interest that is not outweighed by the
benefits of granting that relief," Judge Gross said.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Seeks Permission to Hire Huron as Consultant
-------------------------------------------------------------
Nortel Networks Inc. and its affiliates seek permission from Judge
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware to employ Huron Consulting Group as their accounting and
restructuring consultant, nunc pro tunc to February 2, 2009.

The Debtors relate that they chose Huron to be their consultant
because of the firm's extensive experience and excellent
reputation in providing turnaround and restructuring services in
complex chapter 11 cases.

As the Debtors' accounting and restructuring consultant, Huron
will be tasked to:

  (1) assist the Debtors in implementing critical task plans
      that would facilitate the restructuring process by
      addressing court and other reporting requirements;

  (2) assist management, as requested, in addressing requests
      for information from various parties about the
      restructuring;

  (3) assist management, as requested, with financial reporting
      matters in preparation for and resulting from a
      restructuring, including assistance with the evaluation of
      generally accepted accounting principles;

  (4) review financial and other information to assist the
      Debtors in matters related to their restructuring,
      including evaluation of potential avoidance actions; and

  (5) assist the Debtors in reviewing, updating or modifying
      their business plan and in formulating a plan of
      reorganization.

Huron will be paid for its services based on these hourly rates:

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

The Firm will also be reimbursed for expenses it incurred or will
incur in connection with its employment with the Debtors.

"As an accommodation to the Debtors, Huron has agreed to
permanently reduce [for] each month the total of monthly fees
invoiced by 10 percent," according to Thomas Driscoll III, Esq.,
at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware.

James Lukenda, managing director at Huron, assures the Court that
his firm does not hold interest materially adverse to that of the
Debtors, their creditors and shareholders.  He says that the firm
is a "disinterested person" under Section 101(14) of the
Bankruptcy Code.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Seeks to Tap Mercer as Compensation Specialist
---------------------------------------------------------------
Nortel Networks Inc. seeks permission from Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware to hire
Mercer (US) Inc., as their compensation specialist, nunc pro tunc
to January 14, 2009.

The Debtors relate that they selected Mercer to be teas
compensation specialist because the firm is already familiar with
their operations.

Mercer currently provides plan administration services, and
general human resources and employee benefits consulting to the
Debtors and their affiliates.  Mercer is currently under the
Debtors' employ as an ordinary course professional.

As a compensation specialist, Mercer will assist the Debtors in
developing a Key Employee Incentive Plan.  Specifically, the firm
will be tasked to:

  (1) analyze and review the Debtors' executive pay issues;

  (2) analyze, review and assist in unwinding the Debtors' long-
      term incentive plans;

  (3) analyze and review the Debtors' compensation and benefit
      plans;

  (4) advise the Debtors about issues on salary and benefits,
      and the design, management and administration of the
      incentive plan;

  (5) provide expert witness testimony regarding its analysis,
      assessments and recommendation upon request of the
      Debtors; and

  (6) provide a summary report of its work, stating its
      findings, conclusions and recommendations upon the
      Debtors' request.

The Debtors propose to pay for Mercer's services based on these
hourly rates:

            Analysts               $225
            Junior Associate       $250 - $300
            Senior Associate       $350 - $450
            Principal              $667
            Specialist Principal   $725 - $870

The firm will also be reimbursed for reasonable and actual
expenses it incurs and will be indemnified for damages or losses
in connection with its employment.

John Dempsey, a principal at Mercer, assures the Court that his
firm does not hold interest materially adverse to the Debtors,
their creditors and shareholders.  He maintains that Mercer is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Committee Wants Richards Layton as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Nortel Networks Inc. seeks permission from Judge Kevin
Gross of the U.S. Bankruptcy Court for the District of Delaware to
retain Richards Layton & Finger P.A., as its counsel, nunc pro
tunc to January 26, 2009.

The Creditors Committee selected Richards Layton as its counsel
because of the firm's extensive experience and knowledge in the
field of business reorganizations and liquidations under Chapter
11 of the Bankruptcy Code, according to Terry Zale, vice
president for Corporate Finance of Committee Chair Flextronics
Corporation.

As counsel to the Creditors Committee, Richards Layton is
expected to:

  (1) advise the Creditors Committee of its rights, powers and
      duties in the Debtors' cases;

  (2) assist and advise the Creditors Committee in its
      consultation with the Debtors relative to the
      administration of the cases;

  (3) assist the Creditors Committee in analyzing the claims of
      the Debtors' creditors and in negotiating with those
      creditors;

  (4) assist the Creditors Committee in investigating the
      Debtors' acts, conduct, assets, liabilities, financial
      condition and business operations;

  (5) assist the Creditors Committee in its analysis of and
      negotiations with the Debtors or their creditors
      concerning matters related to the terms of the plan of
      reorganization or liquidation for the Debtors, among other
      things;

  (6) prepare on behalf of the Creditors Committee all legal
      papers in furtherance of the panel's interests and
      objectives; and

  (7) perform other legal services when necessary.

Richard Layton professionals who will be designated to represent
the Creditors Committee and their hourly rates are:

              Mark Collins            $610
              Christopher Samis       $275
              Drew Sloan              $255
              Barbara Witters         $185

The firm will also be reimbursed of actual and necessary expenses
it incurred or will incur in connection with its representation
of the Committee.

Mr. Collins, Esq., a director at Richards Layton, assures the
Court that his firm does not hold any interest adverse to the
Creditors Committee and the Debtors' estates.  He asserts that
Richards Layton is a "disinterested person" under Section 101(14)
of the Bankruptcy Code.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: In Talks to Sell Assets to Rivals
--------------------------------------------------
Nortel Networks Corp. is in talks to sell assets to rivals, Serena
Saitto and Hugo Miller of Bloomberg report, citing people close to
the situation.

James Kelleher, an analyst at Argus Research Corp. in New York, as
cited by Bloomberg said, "It's probably a better outcome that the
assets be sold rather than the company struggle through bankruptcy
only to walk into a reaper of a competitive market.  Even if it
came out of bankruptcy proceedings, it would face a declining
value for those businesses."

The report relates that Mr. Kelleher who has a "hold" rating on
Nortel said, that Nortel's business may struggle in the future
because of the company's dependence on demand from North America,
a telecommunications market "that's going to be in trouble for
years to come" as companies put off capital spending during the
recession.

Siemens Enterprise Communications Ltd. is examining an offer for
Nortel's unit that builds communication networks for companies,
said one of the people, who declined to be identified as the talks
aren't public. Nokia Siemens Networks is looking at a unit that
makes wireless voice gear, another person said, the report added.

According to Bloomberg, Nokia Siemens may be seeking the wireless
business, which lists Verizon Wireless and Sprint Nextel Corp.
among its customers, to expand in North America, according to Todd
Coupland, an analyst at CIBC World Markets in Toronto. While the
division generated sales of $4.31 billion last year, it's probably
worth about $1.4 billion because its products use older technology
that customers are replacing, he said and added, "It's a declining
business. Next generation wireless is where the growth will be."

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NY WATERWAY: May Have to File for Bankruptcy Protection
-------------------------------------------------------
NY Waterway CEO Arthur Imperatore said that the Company may have
to file for bankruptcy this year unless the Port Authority or
NJTransit buys the company.

Lore Croghan at Nydailynews.com relates that NY Waterway is
preparing to sue US Airways to recover expenses from rescue
efforts after the January 2009 splash landing of Flight 1549 in
the Hudson River.  Nydailynews.com quoted Mr. Imperatore as
saying, "The question is whether we can survive."

According to Nydailynews.com, revenue at NY Waterway has been
dropping since last year.  Ridership, says the report, declined by
12% in February 2009 from February 2008.

NY Waterway transports riders to Manhattan from Hoboken, Weehawken
and other New Jersey ports.  It operates the ferry boats that use
the World Financial Center terminal.


OWENS CORNING: Delaware Unit's 4th Quarter 2008 Summary Report
--------------------------------------------------------------
Owens Corning Delaware submitted to the Office of the U.S.
Trustee a post-confirmation summary report for the quarter ended
December 31, 2008.

                    Owens Corning Delaware
                       Case No. 00-3837
                   Post-Confirmation Report

Cash, beginning of period                         $70,309,000

Total receipts received by Debtor:
Cash sales                                                 0
Accounts receivable                            1,248,503,000
Proceeds from litigation                                   0
Sale of Debtor's assets                                    0
Capital infusion under Plan                                0
                                             ---------------
Total cash received                            1,248,503,000
                                             ---------------
Total cash available                            1,318,813,000

Less disbursement made by Debtor:
Disbursements made under Plan                        614,000
Disbursement made for administrative claims        1,568,000
Other disbursements                            1,300,814,000
                                             ---------------
Total disbursements                            1,302,997,000
                                             ---------------
Cash, at end of period                            $15,815,000
                                             ===============

The Chapter 11 cases of the other Owens Corning affiliates have
been closed, Case Nos. 00-3838 through 00-3854.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News, Issue No. 181; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


OWENS CORNING: Directors, Harbinger Disclose Equity Stake
---------------------------------------------------------
In separate Form 4 filings with the Securities and Exchange
Commission, more than 10 directors and officers of Reorganized
Owens Corning disclosed that they acquired shares of Owens common
stock from the period from February 23, 2009, through March 16,
2009:

                       Date of    No. of Shares   No. of Shares
Officer             Acquisition    Acquired     Currently Owned
-------             -----------  -------------  ---------------
Michael H. Thaman     03/13/09      25,000          600,087
Stephen K. Krull      03/16/09       2,650           96,218
Norman P. Blake Jr.   02/23/09       6,709           40,270
Norman P. Blake Jr.   03/11/09      15,000           55,270
James J. McMonagle    02/23/09       4,725           39,723
Hilliard Landon       02/23/09       7,911           26,247
Ralph F. Hake         02/23/09       4,166           19,428
Ralph F Hake          02/27/09       2,000           21,428
Joseph F. Neely       02/23/09       3,965           19,755
Philip Handy          02/23/09       3,605           19,196
Mark W. Mayer         03/09/09       5,000           17,270
Ann Iverson           02/23/09       3,845           16,861
Ann W. Reynolds       02/23/09       3,925           16,003
Gaston Caperton       02/23/09       3,805           15,843
Daniel Tseung         02/23/09       3,725           15,588
Howard W. Morris      02/23/09       3,725           15,588
William W. Colville   02/23/09       3,485           15,229
Robert B. Smith Jr.   02/23/09       3,485           15,229

Certain of the Owens common stock the Executives got were the
deferred share portion of their quarterly retainer or fees.

Stephen Krull also reported that he acquired another 1,950 shares
of Owens Corning common stock, of which is a portion of the 3,821
Owens Corning shares he is deemed to indirectly own by virtue of
the company's 401(k) program.

In her SEC form 4 filing, Ann Iverson disclosed that she
indirectly owns 400 shares of Owens common stock by virtue of her
spouse' trust.

In a separate filing dated March 9, 2009, Morris W. Howard
disclosed that he indirectly acquired 20,000 shares of Owens
Common stock by The Prairie & Tireman Group, LLC.  Mr. Howard
disclaims beneficial ownership of these securities except to the
extent of his pecuniary interest, and his report will not be
deemed an admission that he is the beneficial owner for purposes
of Section 16 or for any other purpose.

In a Schedule 13G/A filing with the U.S. Securities and Exchange
Commission dated March 4, 2009, Harbinger Capital Partners
Master Fund I, Ltd., disclosed the shares of Owens Corning Common
Stock it and its affiliates beneficially own:

                                Owens Stock
                                Beneficially    Equity Stake
Entity                             Owned          in Owens
------                          ------------    ------------
Harbinger Capital Partners
Master Fund I, Ltd.               8,398,982          6.2%

Harbinger Capital Partners
Offshore Manager, L.L.C.                  0          0.0%

Harbinger Capital Partners LLC    8,398,982          6.2%

HMC Investors, LLC                        0          0.0%

Harbinger Capital Partners
Special Situations Fund, L.P.     3,689,741          2.9%

Harbinger Capital Partners
Special Situations GP, LLC        3,689,741          2.9%

HMC - New York, Inc.                      0          0.0%

Harbert Management Corporation            0          0.0%

Harbinger Holdings, LLC          12,088,723          8.8%

Philip Falcone                   12,088,723          8.8%

Raymund J. Harbert                        0          0.0%

Michael D. Luce                           0          0.0%

Harbinger Capital Partners Offshore Manager is the investment
manager of the Master Fund.  HMC Investors is the Master Fund's
managing member and Philip Falcone is a member of HMC Investors
and the portfolio manager of the Master Fund.  Raymond J. Harbert
and Michael D. Luce are members of HMC Investors.

Harbinger Capital Partners Special Situations is the general
partner of the Special Situations Fund. HMCNY is the managing
member of HCPSS.  Harbert Management Corp. wholly owns HMC New
York.  Philip Falcone is the portfolio manager of the Special
Situations Fund and is a shareholder of HMC.  Raymond J. Harbert
and Michael D. Luce are shareholders of HMC.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News, Issue No. 181; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


PACIFIC PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pacific Partners Ltd.
        PO Box 3540
        Silver Springs, NV 89429-3540

Bankruptcy Case No.: 09-14317

Type of Business: The company is a real estate debtor.

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Philipp C. Theune, Esq.
                  1763 Franklin St.
                  Denver, CO 80218-1124
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  Email: philipp@theunelaw.com

Total Assets: $2,001,200

Total Debts: $1,578,038

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
BC Design Studios                Trade Debt          $115,000
PMA Design                       Trade Debt            33,000

The petition was signed by Michael Horner, General Manager of the
company.


PEACH HOLDINGS: S&P Puts 'B' Counterparty Rating on WatchNeg.
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Peach Holdings Inc., including its counterparty credit rating
of 'B', on CreditWatch with negative implications.

"The action reflects our concerns regarding Peach Holdings'
liquidity and financial flexibility.  The firm's management is
actively working on renewing or replacing existing credit
facilities that are coming due.  Failure to secure either the
renewal or replacement of these facilities could, in our view,
have significant implications for Peach Holdings' ability to
generate new business," said Standard & Poor's credit analyst Lisa
Wang.

The recent market turmoil has elevated funding risks for the
company as lenders have pulled back on lending in order to
preserve liquidity and reduce their own risks.  In addition, the
credit risk involved with the company's assets (mostly insurance
company obligations), has increased, just as the insurance
sector's credit risk profile has become more elevated.  S&P also
believe that there's a possibility that management may buy back up
to $335 million in senior secured term loan debt, which would use
up much of Peach Holdings' available cash.

"We will continue to monitor the renewal or replacement of Peach
Holdings' credit facilities, asset credit risks, and any
developments on the debt buyback, then resolve the CreditWatch
action accordingly," Ms. Wang added.


PILGRIM'S PRIDE: Growers & Cities Oppose Shutdown of 3 Plants
-------------------------------------------------------------
Chicken growers and local governments want the U.S. Bankruptcy
Court for the Northern District of Texas (Fort Worth) to stop from
shutting down three of its 32 plants.

According to Bloomberg's Bill Rochelle, the growers and the
localities insist that the Debtor should sell the plants instead,
citing that shutting the plants will devastate local economies and
cause bankruptcies among farmers.  Pilgrim's Pride previously said
that selling the three plants wouldn't remove production from the
market and thus wouldn't help solve the company's financial
problems.

Pilgrim's Pride previously filed motions with the Bankruptcy Court
to shut the plants and end contracts with the affected growers,
Mr. Rochelle reported. Judge D. Michael Lynn, the report relates,
ruled last month that once the company shows a sound business
reason for ending the contracts, the growers may present evidence
proving there are alternatives giving Pilgrim's Pride equal
economic relief.  The judge said, according to the same report,
the growers could show the Company used irrational criteria such
as racial discrimination to underpin decisions about whose
contracts to end.  The next hearing is scheduled for March 24.

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PLAZA DE RETIRO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Plaza De Retiro, Inc.
        aka PDR
        414 Camino de la Placita
        Taos, NM 87571

Bankruptcy Case No.: 09-10974

Type of Business: Plaza De Retiro, Inc., provides health care
services.

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax : 505-247-3185
                  Email: daviswf@nmbankruptcy.com

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

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

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

            http://bankrupt.com/misc/nmb09-10974.pdf

The petition was signed by John William Himes, president of the
company.


POLARIOD CORP: Ex-CEO Wants $7.2 Million Slice From Sale Proceeds
-----------------------------------------------------------------
Michael O'Shaughnessy, the former chief executive officer of
Polaroid Corp., asked a judge to block the bankrupt pioneer of
instant photography from selling itself as planned unless it
agrees to pay him $7.2 million.

Erik Larson of Bloomberg relates that Mr. O'Shaughnessy resigned
in 2007 to work at Polaroid's parent company, Petters Group
Worldwide LLC, which is allegedly at the center of a $3 billion
Ponzi scheme. The ex-CEO says Polaroid agreed to compensate him if
the photography firm were ever liquidated, according to an
objection filed March 13 in U.S. Bankruptcy Court in Minneapolis.

Polaroid filed for bankruptcy in December after Petters Group's
founder, Thomas Petters, was accused of operating a $3 billion
Ponzi scheme, in which old investors were paid with money from new
ones.  Mr. O'Shaughnessy has worked with Mr. Petters since 2003
and helped him found Petters Group's consumer brands division,
according to Polaroid's Web site.  The report added that Petters
Group bought Polaroid in 2005 for $426 million.

According to the report, Polaroid agreed in January to sell its
assets to private equity firm Genii Capital SA for $42 million, a
deal subject to competing bids at a March 30 auction. Mr.
O'Shaughnessy wants the sale blocked unless the accord includes
his so-called earn out payment.

Bloomberg added that Mr. O'Shaughnessy says the earn out payment
may have been triggered last year, when the Company allegedly
signed over some assets to hedge fund firm Ritchie Capital
Management LLC before the Petters Group scandal broke, according
to the objection.  Polaroid and Ritchie sued each other in
bankruptcy court over the alleged transaction.

                    About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


PRECISION PARTS: Wins Nod to Sell Biz. to Lone Bidder Cerion
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Precision Parts International Services Corp. to sell
its business to Cerion LLC for $18.5 million, Bloomberg's Bill
Rochelle reports.  According to the report, did not have rival
bids for Precision Parts' six plants that produce auto-parts.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


PRIMEDIA INC: Corrects Erroneous 2008 Cash Flow Report
------------------------------------------------------
PRIMEDIA Inc. discovered an error in its reporting of cash flows
from operating and investing activities in its consolidated
statement of cash flows in its Quarterly Report on Form 10-Q for
the nine months ended September 30, 2008.

The Company improperly included the final adjustment to the net
proceeds from the sale of its Enthusiast Media segment as an
operating activity rather than an investing activity. This error
had no impact on the Company's consolidated balance sheet,
consolidated statement of operations or cash flows from financing
activities for any period.  It was discovered during the
preparation of the Annual Report on Form 10-K for the year ended
December 31, 2008 of Primedia.

As a result, on March 12 the management recommended to the
Chairman of the Audit Committee of the Board of Directors of the
Company that the Company correct the errors in its condensed
consolidated statement of cash flows for the nine months ended
September 30, 2008.  The Chairman agreed with management's
recommendation, and it was concluded that the condensed
consolidated statement of cash flows for the nine months ended
September 30, 2008, should no longer be relied upon.  Management
has discussed this matter with Deloitte & Touche LLP, the
Company's independent registered public accounting firm.

The error resulted in an understatement of cash flows from
operating activities and a corresponding overstatement of cash
flows from investing activities for the nine months ended
September 30, 2008.

Headquartered in Atlanta, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to approximately 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The company also distributes category-specific
content on its leading websites, including ApartmentGuide.com,
NewHomeGuide.com and Rentals.com, a comprehensive single unit real
estate rental site.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $269.7 million and total liabilities of $393.6 million,
resulting in a stockholders' deficit of $123.9 million.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its issue-level rating
on Norcross, Georgia-based PRIMEDIA Inc.'s $350 million secured
credit facility to 'BB-' (at the same level as the 'BB-' corporate
credit rating on the company) from 'BB'.  In addition, S&P revised
the recovery rating on this debt to '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default, from '2'.  The credit facilities consist of a
$250 million term loan B due 2014 and a $100 million revolving
credit facility due 2013.


PRIMUS TELECOMMUNICATIONS: Chapter 11 Filing Cues Moody's D Rating
------------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating for Primus Telecommunications Group, Incorporated to D from
Ca in response to the company's announcement that it, along with
key affiliate companies, had filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
District of Delaware.  The company's corporate family rating
remains unchanged at C and its speculative grade liquidity rating
remains unchanged at SGL-4 (weak).

The proposed plan of reorganization and disclosure statement
indicates that the preponderance of recovery value is allocated to
a very small number of debt instruments, one of which is the
company's senior secured bank credit facility.  Since the implied
structure of the continuing waterfall of liabilities features a
dramatically reduced number of dollars potentially competing for
future recovery value, the transaction reduces the expected loss
for the bank credit facility.  In turn, this causes the facility's
rating to be upgraded to Ca from C.  With all other rated debt
instruments being converted to equity, their ratings and loss
given default assessments remain unchanged.

Shortly following these rating actions, Moody's will withdraw all
of the relevant ratings.

Rating actions:

Issuer: Primus Telecommunications Group, Incorporated

  -- Probability of Default Rating, Downgraded to D from Ca

  -- Corporate Family Rating, Unchanged at C

  -- Speculative Grade Liquidity Rating, unchanged at SGL-4

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at C
     (LGD6, 100%)

  -- Step-up Subordinated Convertible Debenture, Unchanged at C
      (LGD6, 100%)

Issuer: Primus Telecommunications Holding, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to Ca (LGD3,
     43%) from C (LGD5, 73%)

  -- Senior Unsecured Regular Bond/Debenture, Unchanged at C
      (LGD6, 98%)

Moody's most recent rating action concerning Primus was taken on
December 23, 2008, at which time the company's PRD was downgraded
to Ca, its CFR downgraded to C and its SGL rating downgraded to
SGL-4.

Primus is a competitive telecom provider headquartered in McLean,
Virginia.  The company offers telecommunications services to small
and medium-sized enterprises, residential customers and other
telecommunications carriers and resellers located in the United
States, Australia, Canada, the United Kingdom and Western Europe.


RALEIGH DURHAM: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Raleigh Durham e-Suites, LLC
        6308 Benjamin Road, Suite 710
        Tampa, FL 33634

Bankruptcy Case No.: 09-02023

Chapter 11 Petition Date: March 13, 2009

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
GVEC Resource IV, Inc.         Property;          $19,000,000
Attn: Manager or Agent         secured:
PO Box 92, Road Town           $3,000,000
Tortola, BVI

Wayne Co Tax Collector                           $18,729
Attn: Manager or Agent
PO Box 227
Goldsboro, NC 27533

The petition was signed by Gerald D. Ellenburg, Managing Member of
e-Suites Hotels, LLC.


REFCO INC: $29.4 Million Goodman Claim Reduced to $750,000
----------------------------------------------------------
In April 2005, Richard M. Goodman commenced an action against
Refco LLC and certain affiliates in the United States District
Court for the Eastern District of Michigan, captioned Goodman v.
Refco, LLC, et al., Case No. 2:05-CV-71610-VAR-SDP, asserting
claims of negligence, fraud, conspiracy, aiding and abetting
fraud.

In November 2007, Mr. Goodman filed Claim No. 583 in the Debtors'
cases, which replaced a previously filed claim in its entirety.
Under the Amended Goodman Claim, Mr. Goodman alleged that he was
entitled to recover from the Chapter 7 Debtor's estate a total of
$29.432 million, which consisted of:

  -- $5.8 million for compensatory damages,
  -- $2.93 million for interest,
  -- $600,000 for commissions that should be disgorged,
  -- $8.372 million for attorney's fees, and
  -- $130,000 for expenses.

The Chapter 7 Trustee filed an objection to the Amended Goodman
Claim.

As a result of various settlement meetings, Mr. Goodman accepted
the Chapter 7 Trustee's offer of settlement.  The Parties have
decided to resolve the Amended Goodman Claim without the cost,
expense, and uncertainty of a trial.  The parties' Stipulation
provides that:

  (1) The Amended Goodman Claim is reduced and allowed as a
      general unsecured claim for $750,000;

  (2) The Chapter 7 Trustee will cause the $750,000 to be paid
      to the trust account of Mr. Goodman's counsel.  Payment of
      the Settlement Amount will constitute full and final
      satisfaction of any other claims that Mr. Goodman has
      asserted, or could assert, against the Debtors.

  (3) Mr. Goodman releases and forever discharges the Chapter 7
      Debtor, the Chapter 7 Trustee, the Chapter 7 Trustee's
      attorneys, financial advisors, and agents, the Chapter 11
      Debtors, and the Plan Administrator from any and all
      Goodman Claims.  The Release, however, will not affect any
      Claims that Mr. Goodman may have presently or in the
      future against Charles G. Mady, Charles A. Mady, or any
      other entity or individual not affiliated with the
      Debtors, the Chapter 7 Trustee's attorneys, financial
      advisors, and agents or the Plan Administrator.

  (4) Similarly, the Chapter 7 Trustee and the Debtors release
      and forever discharges Mr. Goodman from any and all manner
      of Claims.

  (5) Within five business days of receiving the Settlement
      Payment from the Chapter 7 Trustee, Mr. Goodman will cause
      the Michigan Action to be dismissed in its entirety, with
      prejudice, and with each party to bear its own attorneys'
      fees and costs.

Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved the Stipulation.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Allied World Not Required to Advance Defense Costs
-------------------------------------------------------------
Allied World Assurance Company (U.S.), Inc., won a ruling from the
U.S. District Court for the Southern District of New York that it
is not required to advance costs under a directors and officers
liability insurance policy obtained by Refco Inc.

Fourteen former officers and directors of Refco, Inc., initiated a
complaint against Allied World, the Debtors' third excess insurer
in the "tower" of directors and officers liability insurance.

The Former D&Os asked Allied World to advance the defense costs
they incurred as defendants in various civil proceedings, and in
the case of Tone Grant, a criminal proceeding, related to the
collapse of Refco.  The Former D&Os asserted that the claims
asserted in the Underlying Actions constitute claims for
"Wrongful Acts" under the Excess Directors and Officers Insurance
and Company Reimbursement Policy issued by Allied World to Refco.
Allied World, however, has refused to advance any defense costs.

Moreover, despite an advancement ruling with respect to the second
excess D&O policy issued by Axis Reinsurance Company, another
insurer, Allied World still refused to advance the defense costs,
according to the Former D&Os.

The Former Directors sought a declaration that the Allied World
Policy requires an advancement of defense costs, as well as a
preliminary and permanent injunctive relief directing Allied
World to advance those defense costs, in accordance with the
requirements of the Allied Policy.

As of April 2008, Allied World had advanced $5.8 million of its
$12.5 million limit and was continuing to advance funds at the
rate of approximately $1 million every two weeks.  Subsequently,
Allied World sought a summary judgment order, declaring that it
has no obligation under the terms of its Policy to provide
coverage to the Insureds.

In a 36-page opinion that tackled Allied World's Summary Judgment
Motion, along with two separate actions from other insurers,
Judge Gerard E. Lynch of the U.S. District Court opined that
Allied World holds "a stronger position."  He elaborated that
under the Allied World Policy, the term "claim" is defined "any
civil proceeding," contrary to the Insureds' contention that a
claim refers to each separate portion of a complaint specifying
the legal theories defining a cause of action.

"It is therefore sufficient that [Allied World] has analyzed the
operative complaints in each of the Underlying Matters to
determine whether each lawsuit, as a whole, arises out of the
acts, errors, omissions, facts, matters or circumstances of which
[Phillip] Bennett had prior knowledge," Judge Lynch opined.  Mr.
Bennett, Refco's CEO, was charged with criminal charges in various
criminal actions arising out of fraud at Refco.

"If, as the Insureds assert, some of the claims in the Actions
. . . could be said to arise out of an entirely separate fraud
from the one to which [Mr. Bennett] pled guilty, this would not
be fatal to the Insurers' position so long as the suit as a whole
arises from the fraud of which [Mr. Bennett] had knowledge,"
Judge Lynch added.

Judge Lynch also held that the Insurer has demonstrated that each
Underlying Action arose from the fraudulent concealment of the
Refco Receivable.

While Allied World bears the burden of demonstrating that their
interpretation of the severability provision is "the only
construction that [could] fairly be placed thereon," the
Insurer's assessment that the Severability Provision is limited
to the rescission context under the Policy may prevail at the
trial stage, the District Court concluded.

        Arch Insurance Withdraws Request to Advance Costs

Meanwhile, Arch Insurance Company withdrew a request before the
U.S. Bankruptcy Court for the Southern District of New York to
advance defense costs.  Arch Insurance did not disclose reasons
for withdrawing the request.

Arch Insurance had initially asked the Court to modify the Plan
Injunction and automatic stay to permit it to advance defense
costs incurred by directors and officers of Refco.

Arch Insurance issued a fourth layer excess directors, officers
and corporate liability policy to Refco for the claims-made period
from August 11, 2005 to August 11, 2006.  The Arch
Policy has a limit of liability of $10 million that is excess of
$40 million in underlying insurance.

The Arch Insurance is comprised of:

Position      Insurer               Policy No.     Limit
--------      -------               ----------     ----
Primary       U.S. Specialty        24-MGU-05      $10 million
              Insurance Company     -A10821

1st Excess    Lexington Insurance   1620924        $7.5 million,
              Company                              excess of
                                                   $10 million

2nd Excess    Axis Reinsurance      RNN 506300     $10 million,
              Company                              excess of
                                                   $17.5 million

3rd Excess    Allied World          AW0418197      $12.5 million
              Assurance Company                    excess of
                                                   $27.5 million

The Arch Policy generally applies in conformance with the terms
and conditions of the Primary Policy, except as modified by the
terms and conditions of the Arch Policy or as limited by any
other Underlying Policy further limiting or restricting coverage.

The Primary Policy provides that the Insurer will pay covered
Defense Costs on an as-incurred basis.  If it is finally
determined that any Defense Costs paid by the Insurer are not
covered under this Policy, the Insureds agree to repay the Non-
covered Defense Costs to the Insurer.

The Policies relate to certain matters involving litigations,
adversary proceedings, restraints, seizures or actions based on
civil forfeiture statutes that were initiated against Refco and
several of its directors and officers, which include:

  * Refco, Inc. Securities Litigation,

  * Thomas H. Lee Equity Fund V, L.P. v. Bennett, et al.,

  * American Financial International Group v. Bennett et al.,

  * In re Refco Capital Markets Ltd. Brokerage Customer
    Securities Litigation,

  * VR Global Partners L.P. v. Bennett et al.,

  * Capital Management Select Fund Ltd. v. Bennett et al.,

  * Kirschner v. Thomas H. Lee Partners, L.P. et al.,

  * Kirschner v. Grant Thornton LLP et al.,

  * Kirschner v. Agoglia, et al.,

  * Krys, et al. v. Sugrue, et al.,

  * Capital Management Select Fund Ltd., et al. v. Bennett, et
    al., and

  * United States v. Funds on Deposit at Bear Stearns Account
    No. 893-86267.

The D&Os involved in the Actions noted are John D. Agoglia, Peter
McCarthy, Dennis A. Klejna, William M. Sexton, Gerald Sherer,
Philip Silverman, Richard N. Outridge, Joseph Murphy, Leo R.
Breitman, Nathan Gantcher, David V. Harkins, Scott L. Jaeckel,
Thomas H. Lee, Ronald L. O'Kelley and Scott A. Schoen.

Although several of the D&Os have sought coverage and advancement
of defense costs from Arch Insurance in relation to the Actions,
Arch Insurance contended that it is plainly and unambiguously not
required to advance the Defense Costs prior to an adjudication of
its coverage defenses.  Arch Insurance further maintained that
there is no coverage available under the Arch Policy for the
Actions.

However, in the interest of conserving judicial resources, and to
avoid further litigation of the advancement issue before the
Court, Arch Insurance had agreed to provide for the advancement of
Defense Costs under the Arch Policy, subject to certain
conditions.  In this regard, relief from the Plan Injunction and
the automatic stay is necessary to permit advancement of the
Defense Costs on behalf of the D&Os under the D&O liability
policies issued to Refco, John H. Eickemeyer, Esq., at Vedder
Price P.C., in New York, had told the Court.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Special Reserve Distribution Deferred Until June 30
--------------------------------------------------------------
RJM, LLC, the Plan Administrator of Refco Inc. and its debtor-
affiliates, including Refco F/X Associates, LLC, notified the U.S.
Bankruptcy Court for the Southern District of New York of a sixth
interim distribution of additional property, totaling $31,000,000,
on December 31, 2008, to holders of Allowed Class RCM Securities
Customer Claims.  Allowed Class RCM Securities Customer Claims
aggregated approximately $2,835,617,507.

The RCM Plan Administrator established (i) the Capped Claims
Special Reserve, and (ii) the 502(h) Special Reserve, which are
being withheld from the current distribution pending resolution
of certain disputes.

A dispute has been raised by the holders of RCM Securities
Customer Claims and RCM FX/Unsecured Claims regarding the
allocation of Additional Property distributions that otherwise
would be made to the Capped Claim Holders.  They insist that the
Additional Property should be distributed among both Holders as
separate classes.

Accordingly, $4,000,000 was added into the Capped Claims Special
Reserve for the disputed allocations.  The RCM Plan Administrator
informed that it aimed to distribute the Capped Claims Special
Reserve no later than March 31, 2009, unless, upon the request of
the Refco Plan Committee, the Court would require the RCM Plan
Administrator to distribute the Capped Claims Special Reserve
pursuant to an alternative methodology.

To permit further consultation with the Refco Plan Committee, the
RCM Plan Administrator has agreed to:

  (i) extend to June 15, 2009, within which an Alternative
      Distribution Order must be obtained; and

(ii) defer until June 30, 2009, for the Capped Claims Special
      Reserve to be distributed pursuant to the terms of the
      Distribution Notice.

The RCM Plan Administrator reserves the right to amend this
distribution notice as he determines appropriate from time to
time.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ROCK-TENN CO: S&P Raises Issue-Level Rating One Notch to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level and recovery ratings on Norcross, Georgia-based Rock-Tenn
Co.'s existing senior secured notes.  S&P raised the issue-level
rating by one notch to 'BB+' (same level as the corporate credit
rating) from 'BB' and revised the recovery rating to '4' from '5'.
The revised ratings indicate S&P's expectation of average (30%-
50%) recovery in the event of a payment default.

The higher issue-level rating and recovery expectation reflect the
repayment of the company's outstanding industrial revenue bonds
and the resulting additional collateral that benefits secured
noteholders in the event of a default.  Previously, the Solvay
Paperboard assets were carved out as collateral for the IRBs.
However, with the repayment of these obligations Solvay Paperboard
assets are now included in the collateral package for the secured
notes and bank credit facilities.

Rock-Tenn had about $1.68 billion of debt, adjusted for operating
leases and employee benefits liabilities, outstanding on Dec. 31,
2008.

The corporate credit rating on the company is 'BB+' and the
outlook is stable.  The ratings on Rock-Tenn reflect competitive
end markets, volatile raw material costs, and aggressive financial
leverage following the acquisition of Southern Container Corp. in
March 2008.  Forward integration, improved operating margins, and
relatively stable cash flow generation support the ratings.

                           Ratings List

                           Rock-Tenn Co.

          Corporate credit rating          BB+/Stable/--

         Ratings Revised                   To        From
         ---------------                   --        ----
         Senior secured notes              BB+       BB
          Recovery rating                 4         5


ROGER SHIFFMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Roger Shiffman
        Joanne Marie Shiffman
        310 Pasadera Drive
        Monterey, CA 93940

Bankruptcy Case No.: 09-51816

Chapter 11 Petition Date: March 15, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Henry B. Niles, III, Esq.
                  Law Offices of Henry B. Niles III
                  340 Soquel Ave., #105
                  Santa Cruz, CA 95062
                  Tel: (831) 457-4545
                  Email: ecf-niles@hbniles.com

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

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

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

             http://bankrupt.com/misc/canb09-51816.pdf


RONI RABIN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Roni Rabin
        25104 HIghland Manor Court
        Damacus, MD 20882

Bankruptcy Case No.: 09-14501

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Sandy Y. Chang, Esq.
                  The Chang Law Firm
                  1 Research Court, Suite 450
                  Rockville, MD 20850
                  Tel: (301) 216-3845
                  Email: sandychang@thechanglawfirm.com

Total Assets: $1,106,260

Total Debts: $1,268,676

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

            http://bankrupt.com/misc/mdb09-14501.pdf

The petition was signed by Roni Rabin.


RH DONNELLEY: Approves Amendment to Severance Plan for SVP
----------------------------------------------------------
The Compensation and Benefits Committee of the Board of Directors
of R.H. Donnelley Corporation approved an amendment to the
Company's Severance Plan-Senior Vice President effective March 9.

The plan provides that any amendment or termination of the SVP
Plan that results in a reduction or termination of any plan
benefits will not apply to any employee who is a participant
immediately before the date of the amendment or termination.

As amended, the SVP Plan provides benefits to senior vice
presidents of the Company and its affiliates, together with
certain more senior officers who do not have employment
agreements, in the event of termination of their employment under
the circumstances described in the SVP Plan.  The Employee
Benefits Committee of the Company administers the SVP Plan in its
sole discretion.

According to the SVP Plan, if an eligible employee's employment is
terminated either by the Company for reasons other than Cause or
by the employee for Good Reason and the employee's employment is
not terminated within two years following a Change in Control  of
the Company, the employee will generally be entitled to a lump sum
cash payment equal to 78 weeks of pay plus one and one half times
such employee's target bonus, continuing health benefits under
COBRA and basic life insurance premiums for 18 months, and a
prorated bonus for the year of termination, based on the
achievement of applicable performance conditions.

Moreover, an eligible employee who is reemployed by the Company or
one of its affiliates during the 78-week period following
termination of employment, or the 104-week period following a
termination that occurs within two years after a Change in
Control, is required to repay to the Company a prorated portion of
his or her severance benefits paid under the SVP Plan.

                     About R.H. Donnelley

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

                          *     *     *

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

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


RH DONNELLEY: Board Approves 2009 Long-Term Incentive Program
-------------------------------------------------------------
The Compensation and Benefits Committee of the Board of Directors
of R.H. Donnelley Corporation approved the 2009 Long-Term
Incentive Program for the Company March 9.

The 2009 LTIP is a cash-based plan designed to provide long-term
incentive compensation to participants based on the achievement of
performance goals designated by the Committee pursuant to the
Company's 2005 Stock Award and Incentive Plan.  The Committee
administers the 2009 LTIP in its sole discretion and may, subject
to certain exceptions, delegate some or all of its power and
authority under the 2009 LTIP to the Chief Executive Officer or
other executive officer of the Company.

Participants in the 2009 LTIP consist of such executive officers
of the Company and its affiliates as the Committee in its sole
discretion may select from time to time and such other employees
of the Company and its subsidiaries and affiliates as the Chief
Executive Officer in his sole discretion may select from time to
time.

The amount of each award under the 2009 LTIP will be paid in cash
and is dependent upon the attainment of certain performance
measures related to the amount of the Company's cumulative free
cash flow for the 2009, 2010, and 2011 fiscal years.  Participants
who are executive officers of the Company, and certain other
participants designated by the Chief Executive Officer, are also
eligible to receive a payment upon the achievement of a
restructuring, reorganization or recapitalization relating to the
Company's outstanding indebtedness and liabilities during the
Performance Period.  Payments will be made following the end of
the Performance Period or the date of a Specified Action.

Awards granted to executive officers under the 2009 LTIP will
continue to be paid, subject to the applicable performance
conditions, in the event the participant's employment is
terminated by the participant with Good Reason by the Company
without Cause or as a result of the participant's death or
disability.  Such payment will be made as if the participant had
remained employed with the Company through the applicable payment
date under the 2009 LTIP, subject to the achievement of the
applicable performance conditions.  If any participant's
employment with the Company is terminated under any other
circumstances, any unpaid amount under the 2009 LTIP will be
forfeited.

                       About R.H. Donnelley

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

                          *     *     *

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

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


RH DONNELLEY: Delays Annual Report; In Talks With Lenders
---------------------------------------------------------
Steven M. Blondy, Executive Vice President and Chief Financial
Officer of R.H. Donnelley Corporation said the Company is
presently in the process of finalizing its 2008 year end income
tax accounts, particularly as it relates to deferred income tax
and net operating loss carryforwards.  Because this work is not
yet complete, the Company was not in a position to file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2008,
by March 16, 2009.  The Company expects to file its Annual Report
on Form 10-K as soon as practicable and in any event by March 31,
2009.

The Company cannot eliminate the reasons causing the inability to
timely file without unreasonable effort or expense, Mr. Blondy
said.

"The Company presently expects that the statement of operations to
be included in the Annual Report on Form 10-K for the year ended
December 31, 2008 will reflect significant changes in operations
from the prior year consistent with the comparative results of
operations disclosed in the schedules to the Company's earnings
release included in our Form 8-K filed with the Commission on
March 12, 2009," Mr. Blondy said.

On March 12, 2009, R.H. Donnelley reported full year 2008 net
revenues of $2,617 million, representing a 2% decline from the
prior year.  In the fourth quarter of 2008, net revenue declined
7% from the fourth quarter of the prior year to $630 million.  The
Company disclosed a 2008 pre-tax loss of $3.5 billion and fourth
quarter pre-tax loss of $700.3 million.

"During 2008, we took significant initiatives to address the
challenging selling environment and advanced our strategic
priorities," said David C. Swanson, chairman and CEO of R.H.
Donnelley.  "We dramatically improved our efficiency and
eliminated non-essential operating costs, reducing headcount by
20% and achieving $100 million of cost savings.  At the same time,
we broadened and improved our Dex branded interactive local search
solutions.  We also completed a major, company-wide systems
integration and upgrade project and reduced net debt by more than
$600 million.  These initiatives helped us to continue building a
foundation for sustainable growth once the economy recovers."

Mr. Swanson continued, "Advertising sales declined 8 percent for
the full year and 12 percent in the fourth quarter as trends
weakened during the second half of the year.  These disappointing
results were primarily due to the impact that the recession had on
small and medium sized businesses, including lower consumer
spending, reduced liquidity and higher business failure rates.  We
continued to diversify advertisers into our online and mobile
platforms in addition to our core print solutions, but could not
overcome the extremely difficult economic conditions.  Despite the
challenging environment, our mission remains unchanged -- to help
local businesses grow.  R.H. Donnelley continues to generate large
volumes of ready-to-buy leads at an accessible price and
attractive ROI for local advertisers.  Our services will generate
even more value as the market becomes more complex and
fragmented."

During the fourth quarter, R.H. Donnelley recognized a
$744 million non-cash, pre-tax impairment charge associated with
its intangible assets that in large part reflects the decline in
the market value of the Company's debt and equity securities and
the impact that the overall economy has had on its operating
results.  Earlier in the year, the Company recorded $3.1 billion
of non-cash, pre-tax charges associated with goodwill impairment
to reflect the decline in the market value of the Company's debt
and equity securities.

R.H. Donnelley is presently in the process of finalizing its 2008
year end income tax accounts, particularly as it relates to
deferred income tax and net operating loss carryforwards.  KPMG,
the Company's independent registered public accounting firm,
remains involved in finalizing its audit with respect to those
income tax accounts.

R.H. Donnelley has engaged Lazard as its financial advisor to
assist in the evaluation of its capital structure, including
various balance sheet restructuring alternatives.

"Our goal is to better position R.H. Donnelley for the future by
establishing a more sustainable capital structure," said Mr.
Blondy.  "We have significant debt maturities commencing in 2010
that we are working to address.  Though we intended to refinance
this debt prior to maturity, it may no longer be possible to do so
given the current state of the capital markets.  In the meantime,
the company continues to generate robust EBITDA and has
significant liquidity to meet all our financial and business
obligations."

Mr. Blondy continued, "We plan to initiate discussions with our
banks and bondholders about amending, refinancing or restructuring
our debt obligations.  Whichever path we choose to strengthen our
balance sheet, R.H. Donnelley will continue to provide outstanding
service and support to our customers, while also remaining
committed to our employees and business partners.  Our print and
digital solutions continue to be the best way for local businesses
to connect with ready-to-buy consumers, which should position R.H.
Donnelley for healthy growth once the economy stabilizes."

R.H. Donnelley borrowed $361 million from the revolving credit
facilities of three of its operating subsidiaries on February 17,
2009.  The Company borrowed the cash to increase liquidity and
financial flexibility given the continuing uncertainty in the
global credit markets.  As of February 28, 2009, the company had
more than $500 million of cash and cash equivalents on hand.


                       About R.H. Donnelley

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

                          *     *     *

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

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


SAMSUN LOGIX: Voluntary Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: Hyun-Chul Hur
                       as receiver of Samsun Logix
                       Corporation

Chapter 15 Debtor: Samsun Logix Corporation
                   5-6F, Lee Ma Blg
                   146-1 Soosong-Dong
                   Jongno-Gu
                   Seoul
                   Korea

Chapter 15 Case No.: 09-11109

Type of Business: The Debtor is one of South Korea's largest
                  bulker operators.  It owns 15 bulkers and has
                  another four new buildings on order.  The
                  Company's fleet comprises capesize, panamax and
                  handysize vessels built in the 1980s and 1990s.
                  The oldest vessel is the 1982-built, 21,289 dwt
                  Ataraxia, while the youngest is the 1999-built,
                  69,406 dwt Clio.

                  See: http://www.samsunlogix.com/

Chapter 15 Petition Date: March 11, 2009

Court: Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Martin G. Bunin, Esq.
                                 marty.bunin@alston.com
                                 Alston & Bird LLP
                                 90 Park Avenue
                                 New York, NY 10016
                                 Tel: (212) 210-9492
                                 Fax: (212) 922-3892

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


SEMGROUP LP: Creditors Panel May Pursue Actions Against Kivisto
---------------------------------------------------------------
The U.S. Bankruptcy Court in Delaware has authorized the Official
Committee of Unsecured Creditors appointed in the bankruptcy cases
of Semgroup L.P. and its debtor-affiliates to commence an action
on behalf of the Debtors against Thomas L. Kivisto, Westback
Purchasing Co., LLC, Gregory C. Wallace, and VAP-IV, LLC involving
the wrongful conversion or dissipation of the Debtors' assets.

The Debtors have consented to the Committee prosecuting the Claims
and commencing an adversary proceeding by filing an amended
complaint against Mr. Kivisto, et al.

The Committee had argued that the Debtors' exclusive period to
propose and file a Chapter 11 plan of reorganization expires
March 19, 2009.  It said that until that time, the Debtors will be
concentrating on drafting a plan of reorganization for 27 Debtors
in a case with myriad complex issues.  It said that during that
time, the Debtors will also be trying to revive various business
units still feeling the effects of the unraveling of prepetition
events.

Given the time sensitive-nature of the claims and the threat of
asset dissipation to the estates, it is imperative that the
Complaint be prosecuted with alacrity, the Committee had said.

              Examiner, Tom Kivisto, et al., Object

Louis J. Freeh, Esq., the Court-appointed examiner in the
Debtors' bankruptcy cases, recognizing the substantial interest
of the Debtors' estates and their creditors in permitting the
Committee to take prompt action to maximize value, had said he
does not object to the entry of an order granting the Committee
derivative standing to prosecute the claims.

However, the Examiner asked that the Committee continue to
coordinate with the Examiner and his professionals to permit the
Examiner to continue to lead the investigation and to otherwise
avoid interfering with the investigation or the preparation of
the report until the report has been filed with the Court.

The Examiner said he expects to complete his report by March 24,
2009.

Tom Kivisto and Westback Purchasing, meanwhile, had argued it is
not sufficient that the Debtors do not object to the Committee
prosecuting the claims.  Susan E. Kaufman, Esq., at Cooch and
Taylor, P.A., in Wilmington, Delaware, pointed out that the
bankruptcy court's equitable power to grant derivative standing
arises when the debtor-in-possession refused to bring an action to
avoid a transfer.

In a separate filing, Vess Oil Corporation, a creditor of the
Debtors and an entity distantly related to VAP, had argued, among
others, that the Committee's pursuit of the complaint against VAP
is a complete waste of the assets of the estates.  Vess had said
that the Committee has failed to conduct a proper or even an
initial investigation of the allegations contained in the
complaint, at least with respect to VAP.

Vess had said Westback sold Kansas oil and gas leases for
$6 million about one month after the Debtors filed for bankruptcy.
"The sum of $6 million clearly exceed the fair-market value for
the interests sold, which a reasonable investigation would have
revealed," Vess complains, the Tulsa World related.

                 Committee Addresses Objections

The Committee argued that the Kivisto Defendants' assertion that
the Committee failed to demand on the Debtors to pursue the
Claims is unavailing.  The Committee pointed out that it has made
a demand on the Debtors on the Fall of 2008 upon learning of the
Kivisto Defendants' failure to repay the Westback Receivable and
contemporaneous liquidation of valuable oil and gas leases.

The Committee has met with Vess' counsel and Vess has shared
selected information on a confidential basis purporting to show
the factual inaccuracies the Committee made in its complaint.

On March 6, 2009, the Committee agreed to correct the factual
errors in an amended complaint and to hold off naming Vess in the
amended complaint as a defendant, at least until the Committee is
able to complete further investigation concerning the transactions
between the Kivisto Defendants and Vess.

During the March 12, 2009, hearing on the Motion, the Committee
resolved Vess' objection.  For reasons stated on the record of the
March 12 proceedings, the Court granted the Committee's motion
overruling the objections of Mr. Kivisto and Westback.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers Allege Systematic Error in Debt Schedule
---------------------------------------------------------------
The Official Producers' Committee objects to Schedule E of the
schedules of assets and liabilities filed by Semgroup L.P. and its
debtor-affiliates as they relate to so called 20-Day Claims.  The
Producers' Committee asks the U.S. Bankruptcy Court in Delaware to
direct the Debtors to amend their Schedules.  The Producers'
Committee complains that systematic errors exist in the Debtors'
filed Schedules E with regard to 20-Day Claims.

Hugh M. Ray, Esq., at Andrews Kurth LLP, in Houston, Texas,
relates that the OPC has taken a sampling of certain 20-Day
Claims and compared them to the Debtors' Schedules E.  In the
sampling, the OPC found an alarming number of mistakes and plain
errors that call into question the validity of the Debtors'
Schedule E.

The common theme of the errors, Mr. Ray points out, is that the
Debtors have blindly applied an arbitrary date that they use in
their accounting system for summary allocation of their run
tickets without regard to the actual delivery or receipt dates.
As a result, the claims are treated by the Debtors as having
accrued on July 1, 2008, and excluded from Schedule E, even
though those claims arise from goods delivered within the 20-Day
Period.

The systematic errors in the Debtors' Schedules create burden and
prejudice for creditors, especially for those who are less
sophisticated or affluent and may not file individual objections
or proofs of claim, the OPC asserts.

The Official Committee of Unsecured Creditors, in a separate
filing, object to the allowance of all scheduled and filed
administrative claims pursuant to Section 503(b)(9) of the
Bankruptcy Code.

The Creditors' Committee complains that the final allowance of
every Section 503(b)(9) claim -- more than 3,700 claims in excess
of $330 million -- is grossly premature at this stage in the
Debtors' bankruptcy cases.

Prior to final allowance, the Committee says it would like an
opportunity to understand and investigate the Debtors'
methodology in identifying and quantifying the 20-Day Claims.
The Committee notes that there a plethora of bona fide legal
questions concerning the scope and meaning of the recently
enacted Section 503(b)(9) that require resolution by the Court.

Other parties-in-interest who filed separate objections to the
Debtors' Schedule E because of their factual errors are:

  * AKA Energy Group, LLC
  * Samson Resources Company, et al.
  * Growmark, Inc.
  * Chevron Products
  * Triad Energy, Inc.
  * River View Pipelines, L.L.C.
  * Staghorn Energy LLC
  * Crown Energy Company
  * Dorado Oil Company
  * Pierce Production Co.
  * Titan Resources Limited
  * Coffeyville Resources, LLC
  * Crosstex NGL Marketing, LP
  * Mewbourne Oil Company
  * Black Gold Oil Co.
  * Phoenix Oil and Gas, Inc.
  * Crude Marketing and Transportation, Inc.
  * New Dominion LLC
  * Hutchinson Oil Company
  * Triad Energy, Inc.
  * Bobby J. Darnell
  * RDT Properties, Inc.
  * Edinger Engineering, Inc.
  * Cook Oil Co.
  * Wildhorse Operating, Inc.
  * GP II Energy, Inc.
  * Zenergy, Inc.
  * RWI Enterprises, LLC
  * Capital Energy LLC
  * Davis Petroleum, Inc.
  * Vess Oil Corporation
  * Cenpat Operating, LLC
  * RAMA Operating Co., Inc.
  * Enerfin Resources I Limited Partnership
  * DesignPlast, Inc.
  * Murphy Oil USA, Inc.
  * Squareknot Energy, Inc.
  * Statewide Crude, Inc.
  * Bridwell Oil Company
  * Targa Liquids Marketing and Trade
  * Targa Permian LP
  * Cimmarron Gathering, LP
  * Central Crude Corporation
  * Lionel Harris Oil Co., Inc.
  * Noble Energy, Inc.
  * Plains Exploration & Production Company
  * Herman E. Loeb, LLC
  * Barta Enterprises
  * Kahan & Associates, Inc.
  * John Warden, Inc.
  * Unit Petroleum Company
  * Willford Energy Company, Inc.
  * American Energies Corporation
  * Barnes Oil Company
  * Escher Corporation
  * Clipper Energy
  * Rosewood Resources, Inc.
  * Rougeot Oil and Gas Corporation
  * Pioneer Natural Resources
  * Atlas Pipeline Mid-Continent, LLC
  * David K. Moore and Latigo Drilling Corporation
  * Butkin Oil Company, LLC
  * George W. Dennison, Sr.
  * Sullivan and Company, LLC
  * Shell Energy North America, LP
  * XTO Energy Inc.
  * Sta-Bilt Construction Co.
  * Gary-Williams Energy Corporation
  * ConocoPhillips Company
  * Nadel and Gussman, LLC
  * Cummins Investment Corporation
  * Nadel and Gussman Permian, LLC
  * Murfin Drilling Company, Inc.
  * Pipe & Supply Company, Inc.
  * Bank of America, N.A.
  * Dreyer Oil Co.
  * JMA Energy Company, LLC
  * LCS Production Company
  * Enterprise Group
  * TE Products Pipeline Company, LP
  * Forest Oil Corporation
  * Nacogdoches Oil & Gas, LLC
  * South Burbank Petroleum Corporation
  * Wadi Exploration and Production, LLC
  * Titan Energy, Inc.

  * Anadarko Energy Services Company, Kerr-McGee Gathering,
    L.L.C., Kerr-McGee Oil & Gas Onshore, LP

  * Atchley Resources, Inc., Carmac Energy Corporation, Marlin
    Oil Corporation, US Canada Ltd. Partnership, United
    Production Company, LLC

  * Altex Energy Corp., Blue Dolphin Production, LLC, Lobar Oil
    Co., Inc., Ranken Energy Corporation

  * Dan Wallace, Inc., Egret Operating, Inc., Hawkins Oil, LLC,
    Huntington Energy, LLC, J.D. Pittman, Patriot Petroleum Co.,
    LLC, Quinque Operating Company, and Zephyr Operating Co.

  * Thunder Oil & Gas, LLC, The Quintin Little Company, Te-Ray
    Resources, Inc., RKK Production, Perry Larson Operating,
    Pedestal Oil Co., Newell Oil & Gas, Inc., Mercuria Energy
    Trading, Inc., Kirkpatrick Oil Company, Grayson Investments
    LLC, Athan, Inc., Jolen Operating Company, Mustang Fuel
    Corporation, Petrohawk Energy Corporation, Special Energy
    Corporation, Stephens & Johnson Operating Company

These parties-in-interest reserve their right regarding the
administrative claims and issues relating to Debtors' Schedule E:

  * Ardmore Production & Exploration Co., Arrow Oil & Gas,
    Astine & Musgrove, Inc., Casey Musgrove Oil Company, Inc.,
    Chaparral Energy, L.L.C., Charter Oak Production Company,
    FHA Oil & Gas LLC and FHA Investments, LLC, Fairfield Oil &
    Gas, GMX Resources, Ground Development Company, Howard &
    Taylor Oil, Jack Exploration, Inc., Keith F. Walker Oil &
    Gas Company, LLC, Kingery Drilling Company, Inc., Krumme Oil
    Company, LLC, Landers Oil & Gas, Inc., Little Bear
    Resources, L.L.C., Muirfield Resources Company, Musgrove
    Energy, Inc., NYTEX Energy, L.L.C., Oklahoma Oil & Gas
    Management, Inc., Otey Johnson Properties, Inc., Patwill Oil
    & Gas, Inc., R.J. Sperry Co., Romak Corporation, Roxanna Oil
    Company, Seeker LLC, Stephens Exploration, The Gloria
    Corporation, Tommy Young Oil, Inc., Tripledee Operating
    Company, LLC, Tripower Resources, L.L.C., Wellco Energy,
    Inc., Williams NGL Marketing, LLC, Williams Energy Canada,
    Inc., Mid-Con Frac & Storage, Williams Field Services and
    Williams Production RMT Company

  * Slawson Companies, Inc., Sterling Energy, Randon Production
    Company, Central Operating, Inc., Coral Coast Petroleum,
    Drillers & Producers, Inc., Double Eagle Exploration, Inc.,
    Wellstar, GRA EX, W.D. Short Oil Co., L.L.C., McGinness Oil
    Company of Kansas, Inc., L & J OIL PROPERTIES, INC., CMX,
    Inc., Platt Valley Oil Company, Oil Company of America,
    Braden-Deem, Inc., J & D INVESTMENT COMPANY, V.J.I. Natural
    Resources, Inc., Calvin Noah, Wheeler Energy, D E
    Exploration Inc., Daystar Petroleum Inc., Dunne Equities
    Inc., F.G. Holl Co. LLC, Landmark Resources Inc., Lario Oil
    & Gas Co., McCoy Petroleum Corporation, Mid-Continent Energy
    Corp., Molitor Oil, Inc., Mull Drilling Co., Inc., D E
    Exploration, Daystar Petroleum Inc., Dunne Equities Inc.,
    F.G. Holl Co. LLC, Lario Oil & Gas Co., Landmark Resources
    Inc., McCoy Petroleum Corporation, Osborn Heirs Co., P.
    Osborn Heirs Co., Pickrell Drilling Company, Inc., Red Oak
    Energy Inc., Ritchie Exploration, Inc., Tempest Energy
    Resources LP, Thoroughbred Associates, V.J.I. Natural
    Resources, Viking Resources, Inc., Vincent Oil Corporation,
    Wheeler Oil Company, White Pine Petroleum Corporation.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Sunoco Sued Over Payment of Oil Sold to Semcrude
-------------------------------------------------------------
Samson Resources Company and Samson Lone Star, LLC, filed a
complaint against Sunoco Logistics Partners, L.P., in the U.S.
District Court for the Northern District of Oklahoma to recover
payments for oil deliveries from SemGroup, L.P.'s affiliates,
SemCrude, L.P., and Eaglwing, L.P.

In the course of its business, Samson entered into various
agreements with SemCrude and Eaglwing under which Samson agreed
to sell production, principally crude oil, directly from the
wells it operates.  SemGroup has agreed to remit monthly payments
to Samson.

Samson said in the complaint that it has sold and delivered
millions of dollars worth of crude oil to SemGroup from June 1
through July 21, 2008, for which Samson has not been paid.
SemGroup and its affiliates, SemCrude and Eaglwing, filed for
bankruptcy on July 22, 2008.

Sunoco was a substantial purchaser or recipient of crude oil from
SemGroup prior to bankruptcy.  Samson said Sunoco either traded,
swapped or sold Samson's crude oil to third parties, or consumed
Samson's crude oil in the course of Sunoco's operations, which
generated proceeds, funds or valuable consideration for the
benefit of Sunoco.

In September 2008, Sunoco indicated that it has terminated its
agreement with SemGroup.  Samson related that Sunoco claims to
have received or otherwise accounted for tens of millions of
dollars in crude oil production or proceeds for the alleged
purchase or delivery of crude oil from SemGroup, including the
crude oil of Samson and other producers.

Samson asserts in the complaint that it holds valid, perfected
purchase money security interests and liens on all crude oil
produced, sold and delivered to SemGroup in June and July 2008
for which SemGroup has failed to pay.  Those valid and perfected
purchase money security interests and liens extends to all
proceeds resulting from SemGroup's sale of the crude oil to third
parties, including Sunoco, William H. Spitler, Esq., at Doerner,
Saunders, Daniel & Anderson, L.L.P., in Tulsa, Oklahoma, argued
for Samson.

Specifically, in the complaint, Samson asks the Northern Oklahoma
District Court to declare, among others, that:

  (a) the proceeds of the crude oil it delivered to SemGroup be
      proceeds of purchase money security interests, liens, and
      constructive trust claims, and are to be held for the
      benefit of Samson and not otherwise subject to any claims
      or reduction by virtue of other contractual relationships
      and agreements between Sunoco and SemGroup;

  (b) in the alternative, Sunoco purchased Samson's crude oil as
      first purchaser and is directly obligated to Samson for
      the crude oil sales, and that to the extent of non-payment
      of Sunoco, Samson is entitled to enforce its statutory
      purchase money security interests, liens, and constructive
      trust rights against Sunoco as first purchaser; and

  (c) the Samson Proceeds are being wrongfully and without
      justification withheld from Samson, entitling Samson to an
      order requiring that all profits or financial gain of
      Sunoco on account of the wrongful withholding and unjust
      enrichment be disgorged.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SHARPER IMAGE: Motorola to Pay $185,000 to Settle Avoidance Suit
----------------------------------------------------------------
The Sharper Image Corp. has identified certain transfers to
Motorola, Inc., its former supplier of electronic goods, on
account of antecedent debt within 90 days of the Petition Date
aggregating $408,029.

The Debtor has asserted that those transfers constitute voidable
preferences pursuant to Section 547 of the Bankruptcy Code and
has made a written demand to Motorola for recovery of the
Disputed Transfers.  Motorola has rejected the demand and argued
that the Disputed Transfers are not avoidable pursuant to Section
547(c).

After substantial negotiations between the Debtor and Motorola as
to the dispute and the pertinent facts, in the interests of
expeditious resolution, and to eliminate the uncertainty and
costs of prolonged discovery and litigation, the parties have
agreed that it is in their mutual best interests that their
dispute be resolved consensually.  Accordingly, the parties
entered into a settlement resolving their disputes.

Accordingly, the Debtor asks Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware to approve its
settlement agreement with Motorola, which provides that Motorola
will pay to the Debtor $185,000 in full and final settlement of
the dispute upon entry of a final and non-appealable order
approving the Settlement Agreement.

The Settlement Agreement further provides for a mutual release of
all claims related to the Disputed Transfers, with the exception
of Motorola's right to file a general unsecured claim in the
Settlement Amount pursuant to Section 502(h).

Although neither party admits the facts relied upon by the other
nor concedes to the legal positions asserted by each, the parties
seek to settle their dispute due to the vagaries of litigation
and the costs and expenses that would be incurred by the
initiation of litigation to the detriment of both Parties.

                   About Sharper Image Corp.

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Court Approves $207,339 Settlement with Canon
------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved a settlement agreement between The Sharper Image
Corp. and Canon U.S.A.

Prior to the Petition Date, Canon U.S.A., Inc., sold cameras,
camcorders, and similar imaging equipment to the Debtor for
resale.  During the fourth quarter of 2007, the Debtor was paying
in cash advance of the Equipment before it arrived at its stores.
To the extent the Debtor did not receive the Equipment equal to
the prepaid amount, Canon would apply the unused portion of the
advance to future shipments.

Following the Petition Date, the Debtor no longer received new
shipments of Equipment, but continued to sell the Equipment it
had on hand prior to the Petition Date, John H. Strock, Esq., at
Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
said.

After the sale of the Debtor's inventory to Hilco Organization
and Gordon Brothers Group, LLC, and the closing of its stores,
the Debtor has determined that Canon owe it $240,000 on account
of:

   (i) the unused portion of the payment advances prior to the
       Petition Date for Equipment that was shipped;

  (ii) product returns; or

(iii) price protection, that is, amounts Canon agreed to
       reimburse the Debtor when it sold a particular piece of
       Equipment at a marked down price.

Canon did not dispute the fact that it owe amounts on account of
the Debtor Balances, but disputed the Debtor's assertion as to
the amounts owed, claiming it owed significantly less, Mr. Strock
said.

After substantial negotiations, Canon has agreed to pay the
Debtor $207,339 in full and final settlement of claims.

                   About Sharper Image Corp.

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SERVE HOLDINGS: Court Okays Sale of 20 Captain D's Restaurants
--------------------------------------------------------------
Andy Meek at The Memphis Daily News reports that the Hon. Paulette
Delk of the U.S. Bankruptcy Court's West Tennessee Division has
approved the sale of 20 Captain D's restaurants after the 2007
bankruptcy of the restaurant's previous owner, SERVE Holdings LLC.

The Memphis Daily relates that Sonfish LLC has filed in February
2009 with the Court an offer to purchase the assets of SERVE
Holdings.  According to The Memphis Daily, Sonfish runs two
Captain D's restaurants in Union City and Paris, Tennessee that
SERVE closed.  The Memphis Daily states that Sonfish had
negotiated leases on 17 of the 20 restaurants, which include
Captain D's restaurants in:

     -- Southaven, Mississippi;
     -- Blytheville, Jonesboro and West Memphis, Arkansas; and
     -- Dyersburg, Jackson, and Millington.

The 20 restaurants also include 13 units in Memphis, says The
Memphis Daily.

According to The Memphis Daily, Sonfish offered $25,000 in
exchange for rights and interests in SERVE's franchise agreements,
furniture, fixtures, equipment, food and paper goods inventory,
and books and records.

The Memphis Daily reports that Judge Delk said, "Debtor . . . is
ordered, authorized and directed to cooperate in good faith fully
with Sonfish to facilitate, expedite, and consummate the sale
pursuant to Sonfish's offer and this order and to provide a smooth
transition for the operation by Sonfish of Captain D's franchise."

SERVE Holdings LLC was formed in 2003 when its owners bought 20
Memphis-area Captain D's locations.  The Company filed for Chapter
11 bankruptcy protection in December 2007.  The bankruptcy
petition is pending in the U.S. Bankruptcy Court's West Tennessee
Division, where the bankruptcy is pending.


SIX FLAGS: S&P Downgrades Corporate Credit Rating to 'CCC'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on theme parks operator Six Flags Inc. to 'CCC' from
'CCC+'.  The rating outlook is negative.

At the same time, S&P revised the recovery rating on Six Flags
Theme Parks Inc.'s senior secured credit facilities to '2',
reflecting S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default, from '1'.  The
issue-level rating on these facilities was lowered to 'CCC+' (one
notch higher than the 'CCC' corporate credit rating on the
company) from 'B', in accordance with S&P's notching criteria for
a '2' recovery rating.

In addition, S&P lowered the issue-level rating on Six Flags
Operations Inc.'s senior unsecured debt to 'CCC-' (one notch lower
than the 'CCC' corporate credit rating) from 'CCC'.  The recovery
rating on this debt remains at '5', indicating S&P's expectation
of modest (10% to 30%) recovery in the event of a payment default.

S&P also lowered Six Flags' senior unsecured debt to 'CC' (two
notches lower than the 'CCC' 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 'C' rating on Six Flags' preferred stock was affirmed.

"The ratings downgrade reflects our concerns that the company
could seek a pre-packaged or prearranged Chapter 11 reorganization
to reduce its high debt leverage and significant maturities over
the near term," said Standard & Poor's credit analyst Andy Liu.
"An out-of-court restructuring is also a possibility."

Six Flags is required to redeem its preferred income equity
redeemable shares for cash totaling $318.8 million, including
accrued and unpaid dividends of $31.3 million, prior to their
mandatory redemption date on Aug. 15, 2009.  If the company is
unable to refinance or restructure PIERS at or prior to the
redemption date, it would constitute an event of default under the
credit facility, permitting lenders to accelerate the obligations.
Subsequent to an acceleration by bank lenders, this will cause
other debt maturities to accelerate as well.  The outstanding
balance on the credit facility totaled about
$1.1 billion as of Dec. 31, 2008, and nonbank debt totaled
$1.0 billion.  Based on the current state of the economy and the
credit markets, S&P believes it is unlikely that Six Flags will be
able to refinance the PIERS prior to their mandatory redemption
date as well as the 2010 notes.  The company is exploring various
alternatives.

Operating performance in 2008 was Six Flags' best in some time.
For the year, revenues increased 5% and EBITDA increased 50% from
increased paid attendance and higher per capita spending.  The
higher per capita spending was driven by increased rental, food
and beverage, parking, admissions, retail, and sponsorship
revenues.  The EBITDA increase also benefited from expense
reduction in marketing, third-party services, repair and
maintenance, travel-related expenses, supplies, and seasonal
labor.  As a result, Six Flags was able to achieve a full-year
EBITDA margin of 29.5%, its highest in five years.  Its EBITDA
margin in 2007 was 22.1%.

Six Flags is highly leveraged. Lease-adjusted total debt to EBITDA
for 2008 was 8.8x.  Including PIERS as debt, the lease-adjusted
debt leverage increases to about 9.7x.  The company's lease-
adjusted EBITDA interest coverage was 1.5x or 1.4x, including
preferred dividends.  In 2008, Six Flags was able to substantially
reduce its discretionary cash flow deficits to about $33 million,
from $110 million in 2006, due to a combination of revenue growth
and cost and capital expenditure reductions.  However, the company
still does not have sufficient financial resources to address its
2009 maturities.


SMOKE 05: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Smoke 05 LLC
        211 N. Buffalo Dr., Suite A
        Las Vegas, NV 89145

Bankruptcy Case No.: 09-13332

Type of Business: Smoke 05 LLC is a single-asset, real estate
                  debtor.

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David J. Winterton, Esq.
                  211 N. Buffalo Dr., Suite A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317
                  Email: david@davidwinterton.com

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

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

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

            http://bankrupt.com/misc/nvb09-13332.pdf

The petition was signed by Mivhael Gramly, manager of the company.


SOUTHEAST BANKING: Court Confirms Trustee's Third Amended Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida entered on March 13, 2009, an order confirming the third
amended chapter 11 plan of reorganization for Southeast Banking
Corporation.

Jeffrey H. Beck, the Chapter 11 Trustee for the estate of
Southeast Banking, filed the Third Amended Chapter 11 Plan
February 9, 2009.

The Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC
into SEBC Financial Corporation, with a new holding company, SEBC
Holdings, LP.  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that
will acquire and hold SEBC's real estate-owning subsidiaries.  The
equity investment would be utilized by Reorganized SEBC to
purchase equity securities from a newly formed special purpose
vehicle to be established on or after the Closing Date.

A full-text copy of the Disclosure Statement explaining the
Chapter 11 Trustee's Third Amended Plan for Southeast Banking
Corp., dated Feb. 9, 2009, is available for free at:
   http://bankrupt.com/misc/SoutheastBankingDSThirdAmendedPlan.pdf

As provided in the Plan, upon the occurrence of the Effective Date
Reorganized SEBC will file and publish a separate Notice setting
forth that the Transaction has closed and the Effective Date has
occurred.

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On Sept. 20, 1991, Southeast Bank filed a voluntary petition under
Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on Sept. 19, 1991.  On Sept. 20, 1991, SEBC's
board of directors voted to authorize the filing of a voluntary
Chapter 7 petition, and then promptly resigned along with all of
SEBC's officers.

Jeffrey H. Beck was the fourth trustee appointed in the Debtor's
liquidation proceeding.

This Bankruptcy Case was converted to Chapter 11 on Sept. 17,
2007, almost sixteen years after its initial filing.


SPECTRUM BRANDS: Equity Panel Taps Allen & Co. as Bankers
---------------------------------------------------------
The Official Committee of Equity Security Holders for Spectrum
Brands, Inc., has Allen & Company to be its investment banking
firm and financial advisor, assisting in representing the
interests of Spectrum Brands' common shareholders in the Chapter
11 cases filed by Spectrum Brands, Inc.

The proposed engagement will be led by Allen & Company Managing
Directors Enrique Senior and Leroy Kim.

The Committee's selection of Allen & Company is subject to the
signing of an engagement letter, an application to approve the
retention of Allen & Company to the Bankruptcy Court, and the
Bankruptcy Court order approving that retention.

As reported by the Troubled Company Reporter, Mittleman Brothers,
one of the equity committee members, disclosed on February 23,
2009, in a Schedule 13D filed with the Securities and Exchange
Commission that it is deemed to beneficially own 2,655,652 shares
of Spectrum Brands common stock, or 5.03% equity stake in the
company.

Mr. Mittleman, on February 20, sent a letter dated February 23,
2009, to the members of the Board of Directors of Spectrum Brands
expressing concerns over the current management of the Debtors in
connection with the Debtors' First Proposed Joint Plan of
Reorganization filed on February 3, 2009.

Particularly, the February 23rd Letter outlines Mittleman
Brothers' belief that the Debtors' management and board of
directors have engaged in, and are continuing to pursue, courses
of action that are in breach of their fiduciary duties to the
Debtors' shareholders, and that have resulted in, and are
continuing to inflict, material harm to the shareholders.

Mittleman Brothers demanded the immediate withdrawal of the Plan.
Mittleman Brothers has also demanded that the Debtors fully
support the appointment of an official committee of equity
security holders that would negotiate a new, fair and equitable
plan of reorganization that adequately compensates existing
shareholders.

Among other things, Mittleman Brothers noted in its letter that
the Plan proposes that existing senior subordinated noteholders
will exchange $1.09 billion face value in notes, and receive in
return $218 million in new notes, and 100% of Spectrum's equity.

The Plan projects the company -- after the reorganization -- will
generate $125 million in free cash flow for fiscal year ending
September 30, 2010.  According to Mittleman Brothers, at a low
multiple of only 10x free cash flow, there would be $1.25 billion
of equity value to cover the $872 million in face value that the
Noteholders would exchange.  Adding the $218 million in new bonds
that the Noteholders would also receive to the conservatively
appraised equity value of $1.25 billion, means that Noteholders
would be receiving $1.468 billion under the Plan, or $378 million
more than the $1.09 billion face value of the bonds they now own.

Mittleman Brothers said the $378 million of excess compensation
to Spectrum's Noteholders under the Plan rightly belongs to the
existing shareholders.  In other words, even if 30% of the post-
Plan equity was granted to existing shareholders, the Noteholders
would still receive par value for their bonds with their
remaining 70% of the equity.  That $378 million in excess equity
value equates to $7.16 per share to existing shareholders,
roughly where the stock was valued as recently as June 2007, when
Spectrum's near-term prospects were much less favorable.

"This exercise ignores the likely substantial net present value
of the net operating loss carry-forwards that Spectrum projects
should total $1.25 billion for U.S. Federal taxes and $2.1
billion for state taxes as of September 30, 2009.  That these
NOLs represent significant potential value is underscored by
Spectrum's recent efforts to preserve them, in a motion made to
the Bankruptcy Court and granted on an interim basis on Feb. 6,
2009, which may allow Spectrum to limit certain shareholders from
achieving a 5% ownership threshold," the letter said.

A full-text copy of the February 23rd Letter is available at no
charge at: http://researcharchives.com/t/s?3a38

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


STAR TRIBUNE: Workers Okay Concessionary Pact With Firm
-------------------------------------------------------
The Associated Press reports that 116 pressmen at the Star Tribune
have accepted a concessionary contract that includes layoffs and
pay cuts.

The AP relates that the terms include wage reductions, 24 layoffs,
and reduced manning requirements on Star Tribune's presses.

According to The AP, the contract will save Star Tribune about
$3.5 million a year.  The contract, says The AP, is the second
approved this week.  The report states that the Teamsters local
for Star Tribune's mailers approved a new contract over the
weekend.

Star Tribune will seek deals with its delivery truck drivers and
newsroom staff, The AP relates.  Star Tribune seeks to cut labor
costs by $20 million a year from among its 800 union workers, says
the report.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STERLING MINING: Sec. 341(a) Meeting Scheduled for April 8
----------------------------------------------------------
Robert D. Miller Jr., Acting United States Trustee for Region 18,
will convene a meeting of Sterling Mining Company's creditors on
April 8, 2009, at 9:00 a.m., at the U.S. Bankruptcy Court for the
District of Idaho, at 6450 N. Mineral Drive, in Coeur d Alene,
Idaho.

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
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over 360
million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks & Elliott in Coeur d'Alene, as
bankruptcy counsel.


STERLING MINING: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Sterling Mining Company filed with the U.S. Bankruptcy Court for
the District of Idaho, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                 $8,472,625
  B. Personal Property             $3,234,136
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $7,790,007
     Secured Claims
  E. Creditors Holding                               $107,233
     Unsecured Priority
     Claims
  F. Creditors Holding                             $6,261,769
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                        $11,706,761     $14,159,010

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over 360
million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks & Elliott in Coeur d'Alene, as
bankruptcy counsel.


STEVEN NOBLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Steve T. Noble
        103 Remsen St.
        Cohoes, NY 12047

Bankruptcy Case No.: 09-10834

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: David Brickman, Esq.
                  David Brickman PC
                  1664 Western Ave.
                  Albany, NY 12203
                  Tel: (518) 464-6464

Total Assets: $2,034,200

Total Debts: $1,116,236

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

             http://bankrupt.com/misc/nynb09-10834.pdf


STUART PROPERTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stuart Property, LLC
        11215 Stuart Mill Road
        Oakton, VA 22124-1104

Bankruptcy Case No.: 09-11907

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Christopher S. Moffitt, Esq.
                  218 North Lee St., 3rd Floor
                  Alexandria, VA 22314-2631
                  Tel: (703)683-0075
                  Fax: (425)952-8213
                  Email: csm@moffittlaw.com

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

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

The petition was signed by Bonnie Horner, sole member of the
company.

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


TALLYGENICOM LP: U.S. Court OKs Sale; German Liquidator Appeals
---------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the District of Delaware (Wilmington) has approved the sale of
TallyGenicom L.P.'s business to Printronix Inc. for $36.6 million,
including the assumption of $23 million in secured debt, $6.75
million in warranty claims and $4 million in accounts payable.

The German liquidator for affiliate TallyGenicom A.G. took an
appeal of the sale order, disputing the right of the U.S. side of
the company to sell some of the property.  The liquidator wants
the sale stayed pending the appeal.

The lender providing the Debtor with debtor-in-possession
financing required a quick sale and agreed not to bid for the
assets using its claim rather than cash.  No competing bids were
made against Printronix, and, as a result, the scheduled auction
was cancelled, and the Court approved the sale.

                        About TallyGenicom

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.  The company and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.

Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represent
Printronix Inc., the stalking horse bidder.  Randall L. Klein,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $10 million to $50 million each.


TALLYGENICOM AG: Voluntary Chapter 15 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: Michale Pluta
                       Preliminary Insolvency Administrator
                       and putative foreign representative of
                       TallyGenicom AG under Germany's
                       Insolvenzordnung Insolvency Act pending
                       before the Amtsgericht, the Local Court of
                       Ulm.

Chapter 15 Debtor: TallyGenicom AG
                   Heuweg 3, 89079
                   Ulm, Germany

Chapter 15 Case No.: 09-12253

Type of Business: The Debtor is a wholly owned subsidiary of
                  TallyGenicom Holdings LLC, which is now a debt
                  in a proceeding under Chapter 11 of the
                  Bankruptcy Code in the United States Bankruptcy
                  of Delaware Case No. 09-10266.

Chapter 15 Petition Date: March 19, 2009

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Chapter 15 Petitioner's Counsel: Steven T. Hoort, Esq.
                                 Steven.Hoort@ropesgray.com
                                 Ropes & Gray
                                 One International Place
                                 Boston, MA 02110-2624
                                 Tel: (617) 951-7000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


TARRAGON CORPORATION: Court Sets May 4 General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has fixed
May 4, 2009, at 5:00 p.m. (Prevailing Eastern Time) for all
creditors holding prepetition claims against Tarragon Corporation,
et al., to file proofs of claim in the Debtors' bankruptcy cases.

Governmental units have until July 12, 2009, at 5:00 p.m.
(Prevailing Eastern Time) to file proofs of claim.

Proofs of claim must be delivered on or before the applicable bar
dates to:

     Kurtzman Carson Consultants, LLC
     Attention: Tarragon Claims Processing
     2335 Alaska Avenue, El Segundo
     California 90245
     Tel: (866) 381-9100

For additional information, please contact Debtors' counsel at
this address:

     Cole, Schotz, Meisel, Forman & Leonard, P.A.
     Counsel for Tarragon Corporation, et al.
     Court Plaza North, 25 Main Street
     P.O. Box 800
     Hackensack, New Jersey 07602-0800
     (Attention: Frances Pisano, Paralegal)
     Tel: (201) 525-6351

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TONY CHARONDO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Tony M. Charondo
        Gloria Charondo
        fdba T.C. Classic Granite and Marble, Inc.
        dba The Tracy Design Center, Inc.
        dba T.C. Construction and Design, Inc.
        47 W 6th St.
        Tracy, CA 95376
        Tel: (209) 835-2470
        Fax: (209) 836-1420

Bankruptcy Case No.: 09-24331

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Company Description: The debtor is a general building contractor.
                     See: http://www.tcconstruction.com/

Debtor's Counsel: David C. Johnston, Esq.
                  1014 16th St.
                  Modesto, CA 95353
                  Tel: (209) 521-6260

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


TRUCK ACQUISITION: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Truck Acquisition Funding, LLC
        3700 34th Street, Suite 120
        Orlando, FL 32805

Bankruptcy Case No.: 09-02889

Chapter 11 Petition Date: March 11, 2009

Court: Middle District of Florida (Orlando)

Debtor's Counsel: David R. McFarlin, Esq.
                  dmcfarlin@whmh.com
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wachovia Bank                  loan              $1,446,224
301 S Tryon St
29th Floor
Charlotte, NC 28288

Regions Bank                   loan guaranty     $1,134,196
PO Box 2545
Birmingham, AL 35202

Dealer Services Corporation    loan guaranty     $1,114,202
1320 City Center Drive
Suite 100
Carmel, IN 46032

Carolina First Bank            loan guaranty     $588,146
PO Box 1029
Greenville, SC 29602

Suntrust Bank                  loan guaranty     $249,303

RBC                            loan              $249,162

American Community Bank        loan guaranty     $182,642

Orange Bank                    loan              $158,977

Washington Mutual              business debt     $31,664

First Equity Card Corp         business debt     $5,123

The petition was signed by Blake Bolin, manager.


TRUE TEMPER: Failure to Pay Facility Cues S&P's 'D' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Memphis, Tennessee-based True Temper Sports Inc., a
leading manufacturer of golf shafts, to 'D' from 'CCC'.  At the
same time, S&P lowered the rating on the company's $110 million
senior secured revolving credit facility to 'D' from 'B-'.  In
addition, S&P lowered the rating on the company's $125 million
8.375% senior subordinated notes due 2011 to 'D' from 'CC'.
Currently, the recovery rating on the bank facility is a '1" and
the recovery rating on the subordinated notes is a '6'.

The downgrades are based on the company's failure to pay its March
16, 2009, principal payment of $20 million due on the revolving
credit facility.  True Temper Sports' failure to make the
scheduled principal payment is an event of default under the first
lien agreement, which allows the lenders to immediately accelerate
the repayment of all amounts borrowed under the first lien
agreement along with accrued and unpaid interest.  As of March 16,
2009, the principal amount outstanding was $101.7 million under
the facility.

Also, on March 16, 2009, the company did not pay interest due on
its 8.375% senior subordinated notes.  The failure to pay
interest, if continued for 30 days, will constitute an event of
default under the indenture, which will then give the holders the
right to accelerate payment of the notes together with accrued and
unpaid interest.  As of March 16, 2009, the principal amount of
notes outstanding was $125 million.  Furthermore, if the non-
payment of principal under the first lien agreement continues for
90 days after notice or if the maturity of principal of the first
lien agreement is accelerated, it will then constitute an event of
default under the second lien agreement (unrated) giving the
lenders under the second lien agreement the right to accelerate
repayment of principal and unpaid interest.  As of March 16, 2009,
there was $45 million borrowed under the second lien agreement.

The company has retained Lazard Middle Market to assist it in
exploring alternatives to True Temper Sports' capital structure.
The company is currently in ongoing discussions with its lenders
under the senior credit facility and first lien agreement to
extend the maturity of the facility.  To date, none of the lenders
under the first or second lien agreements or any of the holders of
the notes have accelerated the payment of principal or interest.

If True Temper Sports can make the interest payment during the 30-
day grace period, S&P would review the rating on that issue.
Standard & Poor's will continue to monitor the situation and
provide updates as additional information becomes available.


TRUMP ENTERTAINMENT: D. Trump Blocks Atty. Fees for Noteholders
---------------------------------------------------------------
Donald Trump previously threatened to resign as chairman of the
board of Trump Entertainment Resorts Inc. after noteholders
conveyed plans to send the Company to bankruptcy after their
forbearance agreement expires.

To defeat an involuntary petition, Trump Entertainment filed for
Chapter 11 and has proposed to use the cash collateral of holders
of 8.5% senior subordinated secured notes due 2015.  The
noteholders have agreed to Trump Entertainment's use the cash,
subject to adequate protection, which includes payment of the
noteholders' professional fees.  Trump Entertainment owes
$1,250,000,000 in principal amount of the notes, which are secured
by second mortgages on the Debtors' real property, certain
intellectual property rights, and related personal property.
Trump Entertainment already owes $488,757,000 to lenders under a
senior secured credit facility, secured by a first priority
security interest in and lien on substantially all of the assets
of the Debtors.  The 2007 Credit Facility is senior in priority to
the Subordinated Notes.

Mr. Trump filed an objection to the terms of the cash collateral
use, asserting that the noteholders are not entitled to attorneys'
fees because they are unsecured or undersecured, i.e., their
claims exceed the value of the collateral.  The ad hoc group of
holders of the Subordinated Notes has the burden, according to Mr.
Trump, to show that the value of its collateral -- which is
limited to certain real property, intellectual property, and
personal property -- exceeds Beal Bank's $488,800,000 senior
priority obligations by another $1.2 billion.  "This burden
concededly cannot be met," says Donald K. Ludman, Esq., at Brown &
Connery, LLP, in Woodbury, New Jersey, attorney to Mr. Trump. "As
undersecured creditors, the Noteholders cannot receive adequate
protection.

The Noteholders Group, according to Bloomberg's Bill Rochelle,
countered that the Company could use its business judgment to pay
secured lenders' fees when bankruptcy law doesn't otherwise
permit.

Mr. Rochelle said that Mr. Trump took round one with the
noteholders after the U.S. Bankruptcy Court for the District of
New Jersey ruled that the payments wouldn't be allowed.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  The company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  The company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.


UNIQUE PREMIUM METALS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Unique Premium Metals, Inc.
        640 S Hill Street #743
        Los Angeles, CA 90014
        Tel: (213) 622-9995

Bankruptcy Case No.: 09-15849

Chapter 11 Petition Date: March 16, 2009

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

Judge: Barry Russell

Company Description: The company operates a jewelry store.

Debtor's Counsel: Sandford Frey, Esq.
                  633 W. Fifth St., 51st Floor
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944
                  Email: Sfrey@cmkllp.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Laurette Colton, secretary of the
company.

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

             http://bankrupt.com/misc/cacb09-15849.pdf


VICTORIA SPROUSE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Victoria Leigh Sprouse
        aka Victoria L. Sprouse
        aka Vicki Sprouse
        13130 Whisper Creek Drive
        Charlotte, NC 28277

Bankruptcy Case No.: 09-50535

Chapter 11 Petition Date: March 16, 2009

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

Debtor's Counsel: Rayford K. Adams, III, Esq.
                  101 W. Friendly Ave.
                  Greensboro, NC 27420
                  Tel: (336) 273-1600
                  Email: RKAdams@greensborolaw.com

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

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

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

             http://bankrupt.com/misc/ncmb09-50535.pdf


WAVERLY GARDENS: Can Use Lender's Cash Collateral Until June 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
has approved the stipulation of First Tennessee Bank National
Association and Debtors Waverly Gardens of Memphis, LLC, and Kirby
Oaks Integra, agreeing to the the Debtors' use of Cash Collateral
for the limited purpose of satisfying the expenses listed in a
cash expenditure budget for the period from February 15, 2009, and
June 15, 2009.

First Tennessee says that it is owed $8,494,044 by the Debtors.
As security, the Debtors conveyed to First Tennessee a security
interest in substantially of their assets, including Cash
Collateral.

As adequate protection, First Tennessee is granted a postpetition
security interest in (a) all proceeds from the disposition of any
of the Cash Collateral, and (b) any and all of the Debtors'
goods, property, assets and interests in property now existing and
hereafter acquired.

As additional adequate protection, First Tennessee is granted an
allowed superpriority administrative claim pursuant to Sec. 507(b)
of the Bankruptcy Code.

Debtors shall also make adequate protection payments to First
Tennessee as follows: $20,000 on February 15, 2009; $20,000 on
March 15, 2009; $25,000 on April 15, 2009, $25,000 on May 15,
2009; and $35,000 on June 15, 2009.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC --
http://www.waverlygardens.com/-- owns and operates an independent
living facility comprised of 19 interconnected single story
modular structures on an 11.5 acre site.  Kirby Oaks Integra, LLC,
dba. Waverly Glen, owns and operates a 52 unit assisted living
facility, with Alzeheimer's unit.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D. Tenn.
Lead Case No. 08-30218).  Michael P. Coury, Esq., at Farris
Bobango Branan PLC, represents the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Waverly Glen filed for protection
from its creditors, it listed assets and debts of between
$1 million and $10 million each.


WISE METALS: S&P Changes Outlook to Negative; Keeps 'CCC' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Wise Metals Group LLC to negative from developing.  At
the same time, Standard & Poor's affirmed its 'CCC' corporate
credit rating.

"The outlook revision reflects our increased concern regarding
Wise Metal's thin liquidity position given our expectation that
the company's operating performance will remain challenged in the
near term due to weak economic conditions resulting in lower end-
market demand," said Standard & Poor's credit analyst Maurice
Austin.  Currently, the company only has about $15 million
available on a maximum borrowing base availability of about
$175 million.  In addition, during the fourth quarter of 2008,
Wise received $72 million in loans from the combination of a major
shareholder and a new lender to help bolster near-term liquidity.
Also, heightened risk exists around Wise's near-term refinancing
needs related to the company's $300 million credit facility, which
matures in May 2010.  The company faces this near-term refinancing
at a time when the capital markets remain difficult and S&P
expects credit measures to weaken significantly from current
levels.

The 'CCC' ratings reflect Wise's participation in a mature and
consolidated industry, limited operating diversity, customer
concentration risk, negative operating margins, thin liquidity,
and aggressive financial leverage.

Wise participates in the mature and consolidated aluminum
beverage-can industry through the manufacturing of aluminum sheets
from a single facility, which exposes it to both planned and
unplanned maintenance downtime.  Wise competes against
substantially larger and financially stronger rivals, such as
Alcoa Inc. and Novelis Inc.  As a result, these competitors can
cause Wise to lower prices, lose margins, or lose market share.

Despite the consolidated nature of the beverage-can sheet
industry, producers have had a difficult time passing through cost
increases and raising aluminum prices because the customer base is
also consolidated, with only four North American can
manufacturers.  The customers' significant purchasing power,
results in low- to-negative operating margins for Wise.  In
addition, customer concentration concerns exist for Wise Metal's
largest customer, Ball Corp., which totaled about 37% of 2008
sales.

The negative outlook reflects S&P's concern that Wise will be
unable to obtain additional financing to bolster liquidity during
this challenging period given the difficult capital markets.  S&P
could lower the ratings if the economy worsens, leading to weaker
end-market demand, creating conditions for lower EBITDA and lack
of positive free cash flow generation.  S&P could also lower the
rating as the credit facility maturity date approaches if S&P
becomes concerned that lenders may accelerate payment.  S&P may
consider a stable outlook or a higher rating if the company's
operating performance improves at a sustainable level, improving
its liquidity position and enabling it to successfully negotiate
an extension to its credit facility maturity date.


WOOD TREATERS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wood Treaters, LLC
        2610 Fairfax Street
        Jacksonville, FL 32203-1604
        Tel: (800) 330-7283
        Fax: (904) 354-7123

Bankruptcy Case No.: 09-01895

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Company Description: Wood Treaters, LLC, is in the business of
                     wood preserving. We supply pressure treated
                     wood products, poles, piling, timbers and
                     other specialty products to companies
                     throughout the United States.
                     See: http://www.woodtreaters.com/index.asp

Debtor's Counsel: Nina M. LaFleur, Esq.
                  P.O. Box 861128
                  St. Augustine, FL 32086-1128
                  Tel: (904) 797-7995
                  Fax: (904) 797-7996
                  Email: nina@lafleurlaw.com

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

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

The petition was signed by Stan W. Hill, CEO of the company.

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.


* Moody's Sees High Refunding Risks for $300 Bil. in Corp. Bonds
----------------------------------------------------------------
Refunding risk for the $300 billion of investment-grade non-
financial corporate bonds that will mature during the next three
years is elevated at a time of tight credit markets and weak
economic conditions, according to a new study from Moody's
Investors Service.

The study of 330 investment-grade non-financial corporate issuers
in the U.S. with debt maturing between 2009 and 2011 indicates
that credit ratings have migrated downward during the last year.
About $100 billion of the $300 billion of maturing debt is rated
Baa2 or Baa3, the lowest investment-grade ratings.  Of the
$10 billion of Baa3-rated bonds maturing in 2009, 28% have either
a negative outlook or are under review for a possible ratings
downgrade.

"Investment-grade companies have comparatively strong credit
profiles, with more than half of the bonds maturing over the next
three years rated single-A or higher," said Kevin Cassidy, VP-
Senior Credit Officer at Moody's.  "Still, the overall
deterioration of ratings over the last year increases the
refinancing risk."

The broad financial crisis is elevating refunding risk for most
companies.  However, many investment-grade issuers are benefiting
from investors' relative confidence in companies with higher
credit quality, reduced appetite for other forms of investment and
need to continue deploying capital.  This is reflected in a more
than 150% increase in investment-grade non-financial corporate
bond issuance during the first two months of 2009 versus the same
period in 2008.

"Investment-grade issuers have an advantage in these tight credit
markets.  But considering current conditions, we still consider
refunding risk as relatively high for the $99 billion of
maturities in 2009," Mr. Cassidy said.

The global recession is also taking a toll on many investment-
grade companies, causing profitability and operating cash flow to
deteriorate.  This may result in an increase in covenant
violations, Mr. Cassidy said.

"In contrast with the trend for many speculative-grade issuers, we
believe that most investment-grade companies should be able to
amend their credit facilities, although the cost may be
substantial," the analyst noted.

Moody's study is its first to examine the refunding risk and needs
of investment-grade issuers.  The study includes a listing of all
debt maturities and putable obligations for U.S. non-financial
companies during the next three years -- Moody's latest effort to
facilitate greater transparency in intrinsic liquidity analysis at
a time of challenging credit market conditions that can constrain
access to financing for even investment-grade issuers.

Moody's recently published the 11th annual edition of its study
for speculative-grade companies.  That study found $190 billion of
U.S. speculative-grade corporate debt obligations maturing during
the same 2009-2011 period.

The full report, titled, "Refunding Risk and Needs for U.S.
Investment-Grade Corporate Bond Issuers, 2009-2011," is available
at http://www.moodys.com/


* Nearly 15% of Hedge Funds Closed in 2008, Report Says
-------------------------------------------------------
Hedge fund industry consolidation continued through the end of
2008, with a record number of hedge funds liquidating in the
fourth quarter, according to data released by Hedge Fund Research,
Inc. (HFR), in Chicago, Illinois.

Reflecting record investor withdrawals of over $150 billion in Q4,
778 funds liquidated during the period, more than doubling the
previous quarterly record of 344, set just one quarter earlier in
3Q08. The total number of liquidations in 2008 was 1,471, an
increase of over 70 percent from the previous full year record of
848 liquidations set in 2005.

The fourth quarter also saw a sharp drop in the number of new
funds launched, with only 56 launches for the quarter versus 117
funds launches in 3Q08, although 659 funds launched over the
calendar year.  The launch total for the full year was the lowest
since 2000, when 328 funds launched.

A full analysis of 2008 hedge fund launches and liquidations is
included in the HFR Market Microstructure Industry Report: Year
End 2008.  Among other topics of note:

   -- 2008 was a record year for performance dispersion across the
      hedge fund industry, with nearly 100 percentage points
      separating the top decile of performers from the bottom
      decile;

   -- Despite substantial transition across the brokerage
      industry, the top three prime brokerage firms continue to
      control more than 62 percent of all industry capital;

   -- More than 275 Funds of Hedge Funds were liquidated in 2008,
      also a record;

   -- On a net basis, the total number of hedge funds declined by
      about eight percent in 2008, to 9,284.

"After years of steady growth, 2008 was a record year for hedge
fund liquidations, reflecting in part the transitions occurring
across many aspects of the overall financial industry, as well as
the substantial performance dispersion between hedge funds," said
Kenneth J. Heinz, president of Hedge Fund Research.  "As the
industry evolves to suit investor demand, trends in strategy
preferences, service providers, disclosure and transparency are
likely to shape the industry landscape for the foreseeable
future."

                             About HFR

HFR Group L.L.C., founded in 1993, is a global leader in the
provision of hedge fund data, research, indexation and asset
management.  The HFR Group of companies includes Hedge Fund
Research, Inc., and HFR Asset Management L.L.C.  Hedge Fund
Research produces the HFR Database, considered to be the
definitive source of hedge fund performance and information.  HFR
also distributes the HFRI and HFRX Indices -- the premier
benchmarks for hedge fund industry performance.


* Casinos Still Generating Interest from Buyers Despite Crisis
--------------------------------------------------------------
While retailers like Circuit City Stores, Inc., and Linens 'n
Things, Inc., have failed to find buyers, thus ended up conducting
going-out-of-business sales, struggling casinos in Atlantic City,
New Jersey; Las Vegas, Nevada, and Detroit, Michigan, have
generated interest from bidders, signaling that the gaming
industry may survive the current economic crisis.

According to various reports, Carl Icahn and other secured lenders
have conveyed their intent to bid for the casino in Atlantic City,
New Jersey, of Tropicana Entertainment LLC, which has been under
bankruptcy protection since May 2008.

MGM Mirage and Greektown Casino are entertaining offers for their
casinos in Detroit.  According to the Detroit Free Press, gaming
experts say the two casinos are both attractive properties, given
that Detroit is a stable market.  MGM Grand Detroit, the report
notes, has consistently grabbed the highest revenues in Detroit
and ranked fifth in profitability measures among MGM Mirage's
casinos in the third quarter of 2008.  Steve Rittvo, a gaming
expert at the Colorado-based Innovation Group, said that Greektown
would attract someone looking to take on a project, given its
bankruptcy issues.  Greektown, which has been in bankruptcy
protection since last year, has been required by its debtor-in-
possession lenders to close a sale of its casino by July 1, or in
the alternative, file a stand-alone restructuring plan by that
time.

Station Casinos, which has 17 hotel/casinos in Las Vegas, is not
yet in bankruptcy but is preparing a restructuring plan and is
soliciting support from creditors in order to have a quick Chapter
11 case.   Casino operator Boyd Gaming Corp., however, has already
conveyed an interest to purchase key assets of Station Casinos.

Herbst Gaming, which operates slot machines and has 16 casinos,
said that it has reached agreement with holders of 68% of the $847
million senior credit facility on a restructuring to be carried
out through a Chapter 11 plan under which bank lenders will take
control of the casinos.  The Company's casino and slot route
business will be separated into two holding companies.  The plan
provides that the Herbst family will receive 90% of the new equity
in the new slot route company in exchange for the contribution of
a new gaming device license agreement.  The restructuring plan
also provides for conversion of all the company's outstanding
obligations under its Senior Credit Facility (currently
approximately $847 million plus accrued and unpaid interest) into
debt and equity of the reorganized companies, with the bank
lenders receiving 100% of the new equity of the reorganized casino
company and the reorganized casino company owning 10% of the new
equity in the new slot route business.

Casinos and the gaming industry have been affected by the present
crisis.  Moody's have identified a number of casino operators in
its Bottom Rung report, a list of 283 companies with high default
risk and weak liquidity.  The list includes 155 East Tropicana,
LLC, which owns the Hooters Casino Hotel located in Las Vegas,
Nevada, which has 'Ca' family rating from Moody's.  So are Station
Casinos, Inc. (Ca), Buffalo Thunder Development Authority (Caa3),
CCM Merger, Inc. (Caa1), Centaur, LLC (Caa3).  A copy of the
Bottom Rung report is available at:

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


* Andrew DeNatale Rejoins Stroock's Financial Restructuring Group
-----------------------------------------------------------------
Andrew P. DeNatale has rejoined Stroock & Stroock & Lavan LLP's
Financial Restructuring Practice Group as Partner and Head of the
Special Situations Lending Group effective immediately.  Mr.
DeNatale was the former Co-Head of White & Case's Financial
Restructuring & Insolvency Group.

Mr. DeNatale worked at Stroock from 1980 through 1991 and was
promoted to Partner in 1984.  "We are delighted to welcome Andrew
back to Stroock," said Lewis Kruger, Co-Chair of Stroock's
Financial Restructuring Practice.  "Andrew and I worked together
representing creditors and creditors' committees and got great
results for creditors in a number of tough cases including the
massive Southmark Corporation restructuring."

Kris Hansen, Co-Chair of Stroock's Financial Restructuring
Practice, added, "As Head of the Special Situations Lending Group,
Andrew will focus on restructuring on behalf of financial
institutions. He will be a tremendous resource to Stroock and our
clients, who will once again benefit from his experience."

With over 30 years of bankruptcy law experience, Mr. DeNatale has
served as counsel to a wide range of clients, including
institutional lenders, unsecured creditors' committees, individual
creditors (both secured and unsecured) and debtors.  Mr. DeNatale
advises on a variety of matters, including major Chapter 11
proceedings, multinational bankruptcy cases and the structure and
restructuring of corporate and financial transactions to eliminate
or reduce insolvency-related or lender liability risks.

Mr. DeNatale's Chapter 11 representations include creditors'
committees in a number of large bankruptcy cases throughout the
United States, including Reliance Group Holdings, Inc., Fairfield
Communities, Inc. and The Charter Company as well as major
creditor interests in cases such as The SemGroup, First Magnus
Financial Corporation, Delta, Northwest, United Airlines, US Air,
Enron, Fleming and PG&E.

Mr. DeNatale's participation in structuring and restructuring
corporate and financial transactions includes counseling on lender
liability, equitable subordination (a topic on which he has been
quoted by the United States Supreme Court) and derivative
transactions.

Mr. DeNatale lectures frequently on bankruptcy law and has
published extensively in journals including The Business Lawyer,
American Bankruptcy Law Journal, The Secured Lender, Butterworths
Journal of International Banking and Financial Law and the Journal
of the Japanese Institute of Business Law and such treatises as
the Collier Bankruptcy Manual, the Collier Bankruptcy Practice
Guide and Bankruptcy Practice and Strategy.

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks and venture
capital firms in the U.S. and abroad.  Stroock's emphasis on
client service and innovation has made it one of the nation's
leading law firms for 130 years.  Stroock's practice areas include
capital markets/securities, commercial finance, mergers and
acquisitions and joint ventures, private equity, private funds,
derivatives and commodities, employment law and benefits, energy
and project finance, entertainment, environmental law, financial
restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal
client services, real estate, structured finance and tax.


* House Passes Legislation to Curb Bonuses
------------------------------------------
Greg Hitt and Aaron Lucchetti at The Wall Street Journal report
that the House has passed legislation that would restrict bonuses
this year, imposing a 90% surtax on workers who earn more than
$250,000 at firms that get at least $5 billion from the
government's financial rescue program.

As reported by the Troubled Company Reporter on March 18, 2009,
AIG planned to pay about $450 million in bonuses to workers at its
financial products unit.  The unit caused AIG massive losses and
was mainly responsible for the Company's collapse in 2008.  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.

WSJ relates that the bonus tax would be retroactive to
December 31, 2008, if the Senate approves it and signed it into
law.

WSJ says that these banks each received more than $5 billion from
the government's Troubled Asset Relief Plan:

     -- Citigroup Inc.,
     -- J.P. Morgan Chase & Co.,
     -- Wells Fargo & Co.,
     -- Bank of America Corp.,
     -- Goldman Sachs Group Inc.,
     -- Morgan Stanley,
     -- PNC Financial Services Group Inc., and
     -- US Bancorp.

According to WSJ, the House bill also would be implemented on the
Fannie Mae and Freddie Mac.

WSJ relates that the Senate will also craft a bill that would tax
a larger number of workers and companies.  The bill, says the
report, would impose a 70% surtax on most bonuses, with half paid
by employees and half by firms.

WSJ quoted Sen. Charles Grassley as saying, "Using bailout dollars
for bonuses after companies have been run into the ground adds
insult to injury against taxpayers."

         13 TARP Fund Recipients Owe Unpaid Federal Taxes

Meena Thiruvengadam at The Wall Street Journal reports that the
Ways and Means Committee -- a U.S. House oversight committee --
said on Thursday that 13 of the 23 top recipients of government
capital through the Troubled Asset Relief Program owe unpaid
federal taxes.

The firms owe a combined more than $220 million in unpaid federal
taxes, WSJ relates, citing House Ways and Means Subcommittee on
Oversight Chairperson John Lewis.  According to WSJ, two of those
companies owe more than $100 million each.

WSJ states that Rep. Lewis alleged that the Treasury engaged in
poor documentation practices by failing to ask firms to prove that
they didn't owe federal taxes, a requirement for government aid.
The report quoted Rep. Lewis as saying, "Treasury did not ask
these banks and companies to turn over their tax records.
Treasury relied on the signed statements when it agreed to invest
billions of taxpayer dollars."

According to WSJ, the Ways and Means Committee said that the
unpaid tax debts include unpaid income taxes and unpaid employment
taxes.

WSJ notes that it is unclear whether the Internal Revenue Service
has taken any steps to recover unpaid tax money from the TARP
recipients, but two of the programs regulators were previously
unaware of the debts' existence.  WSJ quoted acting U.S.
comptroller general Gene Dodaro, as saying, "IRS has the tools
available to collect that money."

                   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.


* Report Reveals Bailouts & Climate Change Burden Fed Superfund
---------------------------------------------------------------
A new study by the Center for Health, Environment & Justice sheds
light on the growing connections between global climate change,
corporate bankruptcies and the crisis of the Federal Superfund
toxic waste cleanup program.  Superfund: In the Eye of the Storm
reveals new threats from climate change-related hurricanes,
tornadoes and flooding are damaging Superfund toxic waste sites
and driving up costs, and the program's solvency threatens to
buckle as more bankrupt companies try to unload their cleanup
costs on Superfund.  CHEJ and 40 groups in 23 states are
delivering letters and pizzas to policymakers in support of
President Obama and Congress's recent actions to replenish
Superfund by restoring polluter pays fees.  One of the fees, the
Corporate Environmental Income Tax paid by companies with
$2 million or more in profits, was only $12 on every $10,000 in
profits -- the price of a large, cheese pizza.

The report found extreme weather conditions have impacted
Superfund sites, including Hurricanes Ike in 2008, Katrina and
Rita in 2005.  From 2004 through 2008 alone, 56 Superfund sites
were impacted by hurricanes in the Gulf Coast region.  Growing
corporate bankruptcies further place Superfund at the eye of the
economic storm as polluting companies, like ASARCO, are allowed to
try and avoid the costs of re-mediating up to 94 sites by
declaring bankruptcy, although a new court decision requires EPA
to close this loophole.  Superfund fees lapsed in 1995,
bankrupting the trust fund in 2003, and taxpayers now fund
$1.2 billion per year.

"There is only one solution -- Congress must reinstate the
polluter pays fees. The country cannot afford to continue bailing
out polluters while the list of unfunded sites grows.  The core
principle of the Superfund program is that polluters, not
taxpayers, should pay to clean up toxic sites," says CHEJ
Executive Director Lois Gibbs.  To view report, visit
http://www.chej.org/

   WHAT:  National Media Conference Call with experts to discuss
          Superfund: In the Eye of the Storm, which finds the
          federal toxic site cleanup program is burdened by
          climate change-related hurricanes, tornadoes and floods
          damaging sites, and increased corporate bankruptcies.

   WHEN:  12 PM Noon (EDT), Thursday, March 19, 2009.

   WHERE: Call 1-877-233-4763. Access code is 55 36 535#

   WHO:   Lois Gibbs, CHEJ Executive Director, Stephen Lester,
          Science Director and Anne Rabe, Campaign Coordinator.


* Treasury Unveils $5 Billion Auto Supplier Support Program
-----------------------------------------------------------
The U.S. Department of the Treasury has unveiled a new program to
help stabilize the auto supply base and restore credit flows in a
critical sector of the American economy.  As the President's Task
Force on the Auto Industry continues to review restructuring plans
submitted by General Motors and Chrysler, Treasury announced an
Auto Supplier Support Program that will provide up to $5 billion
in financing, giving suppliers the confidence they need to
continue shipping parts, pay their employees and continue their
operations.

As rising unemployment and contracting credit continue to threaten
economic recovery, the program will support an industry employing
more than 500,000 American workers across the country.  Because of
the credit crisis and the rapid decline in auto sales, many of the
nation's auto parts suppliers are unable to access credit and are
facing growing uncertainty about the prospects for their
businesses and for the auto companies that rely on the parts they
ship.  This program will help break this cycle and provide
confidence in the supplier base at an important time for the
domestic auto industry.  It is part of the Administration's
broader efforts to ensure that the Financial Stability Plan
reaches the main street businesses that create good jobs for
American workers.

"The Supplier Support Program will help stabilize a critical
component of the American auto industry during the difficult
period of restructuring the lies ahead," said Treasury Secretary
Tim Geithner.  "The program will provide supply companies with
much needed access to liquidity to assist them in meeting payrolls
and covering their expenses, while giving the domestic auto
companies reliable access to the parts they need."

A full fact sheet on the program is available at no charge at:

               http://researcharchives.com/t/s?3a71

Suppliers that ship parts to auto companies generally receive
payment for those shipments about 45 to 60 days later.  In a
normal credit environment, suppliers can either sell or borrow
against those commitments or receivables in the interim period to
pay their workers and fund their ongoing operations.  Due to the
uncertainty about the ability of the auto companies to honor their
obligations, banks are unwilling to extend credit to suppliers.

The program will provide suppliers with access to government-
backed protection that money owed to them for the products they
ship will be paid no matter what happens to the recipient car
company.  Participating suppliers will also be able to sell their
receivables into the program at a modest discount.  This will
provide suppliers with desperately needed funding to operate their
businesses and help unlock credit more broadly in the supplier
industry.

The program will be run through American auto companies that agree
to participate in the program.  Suppliers to those companies that
agree to maintain qualifying commercial terms will have the
opportunity to request this government backed protection.  If
granted, the supplier will pay a small fee for the right to
participate in the program.

Any receivable created with respect to goods shipped after
March 19, 2009, that is made on qualifying commercial terms
between a supplier and a participating auto company will be
eligible for the program.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing
$1.2 trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made
$1 billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception. Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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
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related conferences are encouraged.  Send announcements to
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On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***