TCR_Public/090323.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 23, 2009, Vol. 13, No. 81

                            Headlines


ACUMENT GLOBAL: Declining Auto Sales Cue S&P's Junk Rating
AFFIRMATIVE INSURANCE: Moody's Reviews 'B3' Sr. Secured Ratings
ALLEGHENY HEALTH: Trustee to Destroy Mt. Sinai Hospital Records
ALLIED CAPITAL: Directors Racicot & Torre Bates Disclose Stake
ALLIED CAPITAL: Inks Retention Agreements With Russell, et al.

AMERICAN INT'L: Should Seek Structured Bankruptcy, Says W. Minnick
APPLIED SOLAR: Discloses Issuance of Series B Convertible Notes
ARVINMERITOR INC: Receives Non-Compliance Notice From NYSE
BALDOR ELECTRIC: Covenant Amendments Won't Affect S&P's BB- Rtng.
BEARINGPOINT INC: EagleRock No Longer Owns Company Shares

BEAZER HOMES: Fidelity Fund Discloses 6% Equity Stake
BERRY PLASTICS: Lenders Approve Amendment to $500MM Term Loan
BH S&B HOLDINGS: Exclusive Plan Filing Period Extended to June 17
BOISE CASCADE: S&P Says No Housing Recovery In Sight; Cut to B+
CARE FOUNDATION: Gets Final Authority to Use NHI's Cash Collateral

CENTER FOR DIAGNOSTIC: Congress Report Won't Affect Moody's Rtng.
CENTRO NP: Exchange Offer for 7.40% Notes Due 2009 Expires Today
CHARTER COMMUNICATIONS: Apollo May Buy Stake Following Bankruptcy
CHARYS HOLDING: Has $215MM Assets and $339 Debts Upon Confirmation
CHARYS HOLDING: Chapter 11 Plan Declared Effective March 12

CHEMTURA CORP: Can Access $190MM Loan; 1st Day Motions Approved
CHEMTURA CORP: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
CHRYSLER LLC: Seeks Dealers' Help in Seeking More Aid From Gov't
CITIGROUP INC: Spending $10 Million on Office Upgrades
COEUR D'ALENE: S&P Raises Ratings on Senior Notes to 'CCC-'

COLORADO NATIONAL: Closed by OCC & FDIC Appointed as Receiver
CONNECTICUT SCHOOL: Files for Bankruptcy, To Resume Classes
DELPHI CORP: Drain Won't Hold Up OPEB Ruling Pending Appeal
DELPHI CORP: Creditors Fear Plants Buyback Would Allow GM to Leave
DIAL-A-MATTRESS: Creditors File Involuntary Chapter 7 Petition

DIAMOND GLASS: Creditors Okay Second Amended Plan of Liquidation
DOLE FOOD: Moody's Changes Outlook on 'B3' Rating to Stable
DREIER LLP: Marc Dreier Mulls Selling Art Collection
DREIER LLP: Marc Dreier Mulls Selling Art Collection
DRUG FAIR GROUP: Has $44MM 1st Lien Debt & $20.5MMM 2nd Lien Debt

DRUG FAIR GROUP: Wants to Obtain $40 Mil. DIP Financing from BofA
DYCOM INDUSTRIES: Moody's Gives Neg. Outlook; Holds 'Ba2' Rating
ENRON CORP: Ex-Workers to Get Share of Bonuses Seized from Execs
EUTELSAT COMMUNICATIONS: Moody's Lifts Corporate Rating to 'Ba1'
EXACT SCIENCES: Appoints Kevin Conroy as President and CEO

EXACT SCIENCES: Board Appoints Arora As SVP and CFO
EXACT SCIENCES: Jeffrey Luber Steps Down as President and CEO
ESSAR STEEL: S&P Changes Outlook to Negative; Affirms 'B' Rating
FAIRCHILD CORP: Wants to Sell Banner Assets to Phoenix Affiliate
FIRSTCITY BANK: Closed by Ga. Regulators, FDIC Named as Receiver

FOAMEX INTERNATIONAL: Can Hire Akin Gump as Bankruptcy Co-Counsel
FOAMEX INT'L: Can Hire Cozen O' Connor as Delaware Counsel
FREMONT GENERAL: Delays Filing of 2008 Annual Report
FREMONT GENERAL: Exclusive Periods Moved to March 27; Gets Offers
FRGR MANAGING: Case Summary & Five Largest Unsecured Creditors

GENERAL GROWTH: Extends CEO Metz's, Prez Nolan's Terms Until 2010
GENERAL GROWTH: Fidelity Fund Holds 6.55% Equity Stake
GENERAL GROWTH: Moody's Downgrades Senior Debt Ratings to 'C'
GENERAL MOTORS: Bondholders Wary Feb. 17 Plan Won't Avert Ch.11
GENERAL MOTORS: German Gov't Won't Take Stake in Opel

GENERAL MOTORS: Rule 14a-8 Stockholder Proposals Due March 31
GLOBAL OUTREACH: Case Summary & 20 Largest Unsecured Creditors
GS MORTGAGE: Fitch Puts Ratings on 2006-GG8 Notes on Neg. Watch
HALLWOOD ENERGY: Sec. 341(a) Meeting Scheduled for April 9
HALLWOOD ENERGY: U.S. Trustee Appoints 5-Member Panel

HERBST GAMING: Files for Bankruptcy to Implement Prepack Plan
HERBST GAMING: Case Summary & Nine Largest Unsecured Creditors
HERITAGE CENTER: Case Summary & 20 Largest Unsecured Creditors
INDALEX HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
INLET RETAIL: Case Summary & 20 Largest Unsecured Creditors

INVERNESS MEDICAL: Moody's Lifts Corporate Family Rating to 'B1'
IRON HORSE: 3 Creditors File Ch. 7 Petition for Probe on Deals
ISOLAGEN INC: Faces Cash Crunch in Two Weeks, Warns of Bankruptcy
ISOLAGEN INC: Receives Notification Letter From Amex
JACUZZI BRANDS: Weak Customer Demand Cues Moody's Junk Rating

LAMAR ADVERTISING: Moody's Cuts Corp. Family Rating to 'Ba3'
LAMAR MEDIA: S&P Assigns 'BB-' Rating on $250-Mil. Senior Notes
LANDAMERICA FINANCIAL: Can't File Q3 Financial Results on Time
LANDAMERICA FINANCIAL: Has Insufficient Funds to Meet Obligations
LANDAMERICA FINANCIAL: Seeks July 24 Plan Exclusivity Extension

LANDAMERICA FINANCIAL: Unit to Sell Assets to Partner Engineering
LANDSOURCE COMMUNITIES: Lennar to Buy Stake in Post-Ch.11 Firm
LAS VEGAS SANDS: New Prez Took Post March 11, to Earn $2M A Year
LIFE INSURANCE LOUISIANA: A.M. Best Upgrades Ratings to Fair
LENNAR CORP: In Talks With LandSource Creditors to Form New Firm

LENOX GROUP: Carl Marks Helps Manage Bankruptcy Sale Process
LOCUST STREET: Case Summary & 18 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Wants to Sell Remaining Racetracks on July 30
MAGNA ENTERTAINMENT: MI Developments May Also Bid on Properties
MAGNA ENTERTAINMENT: Records $103MM Charge on Writedown of Assets

MAGNA ENTERTAINMENT: U.S. Trustee Appoints 7-Member Panel
MANALAPAN RETAIL: Voluntary Chapter 11 Case Summary
MAR VISTA: Case Summary & 10 Largest Unsecured Creditors
MEDIANEWS GROUP: S&P Withdraws 'CCC' Corporate Credit Rating
MERISANT WORLDWIDE: Panel Asks Court to Deny 2009 Incentive Plan

MGIC INVESTMENT: Loss Expectations Cue Fitch's Rating Downgrades
MGM MIRAGE: Moody's Downgrades Corporate Family Rating to 'Caa2'
MGM MIRAGE: S&P Junks Corporate Credit Rating From 'B-'
MIGENIX INC: Completes Rights Offering; Raises C$2 Million
MILACRON INC: Court Sets Final DIP Hearing on April 6

MIRANT CORPORATION: Fitch Affirms Issuer Default Ratings at 'B+'
MONACO COACH: Delays Filing of 2008 Annual Report
MONACO COACH: NYSE Files Form 25 to Delist Common Stock
MONTPELIER RE: A.M. Best Affirms Preferred Stock Rating at "bb"
NAILITE INTERNATIONAL: Gets Final Nod to Use Cash Collateral

NATIONAL DATACOMPUTER: Going Concern Doubt Raised in Sept. Report
OPEN ENERGY: Discloses Issuance of Series B Convertible Notes
PAY88 INC: Files Amendment to March 2008 Annual Report
PEP BOYS-MANNY: S&P Withdraws 'B+' Rating on $357.5 Mil. Facility
PHILADELPHIA NEWSPAPERS: Interim Cash Collateral Order Extended

PHILIP MARTIN: Case Summary & 20 Largest Unsecured Creditors
PHILOSOPHY INC: S&P Gives Negative Outlook; Affirms 'B' Rating
PILGRIM'S PRIDE: To Sell Farmerville Chicken Complex for $80 Mil.
PLANET TOYS: Files for Chapter 7 Bankruptcy in New York
PMC MARKETING: Case Summary & 20 Largest Unsecured Creditors

PMI GROUP: Fitch Corrects Ratings; Junks Issuer Default Rating
PMI GROUP: Loss Expectations Prompt Fitch's Rating Downgrades
POLAROID CORP: Court Okays Sotheby's to Appraise Art Collection
PRATT-READ CORP: Case Summary & 11 Largest Unsecured Creditors
PROGRESSIVE GAMING: Files for Chapter 7 Bankruptcy Protection

PRS II LLC: Case Summary & Eight Largest Unsecured Creditors
REMOTEMDX INC: Registers 2,000,000 Shares to Raise $240,000
RLC INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B+'
SCO GROUP: Delays Jan. 31 Quarterly Report; Sees 36% Revenues Drop
SENATOR THEATRE: Owner May File for Chapter 11 Bankruptcy

SMURFIT-STONE: To Close Mansfield Unit, 83 Workers to be Laid Off
SPANSION INC: Receives Additional Delisting Notice From NASDAQ
SPORTSMAN'S WAREHOUSE: Case Summary & 30 Largest Unsec. Creditors
STEPHEN PHINNY: Case Summary & 17 Largest Unsecured Creditors
SV 261 LLC: Case Summary & 12 Largest Unsecured Creditors

TARRAGON CORP: Faces Foreclosure Suit by Regions Bank for Orchid
TEAMBANK, NA: Closed by OCC & FDIC Appointed as Receiver
TED WATTS: Case Summary & Six Largest Unsecured Creditors
TROPICANA ENTERTAINMENT: Casino's Sale Extended Until April 30
TRUE TEMPER SPORTS: Taps Lazard to Mull Options; Default Looms

TWIN RIVER: William Murphy May Provide Help if Bankruptcy Imminent
US ACQUISITIONS: Files for Chapter 11 Bankruptcy Protection
US ACQUISITIONS: Wants Access to Nicolet, et.al. Cash Collateral
US CENTRAL: NCUA Puts $34 Billion Credit Union in Conservatorship
VALASSIS COMMUNICATIONS: Ends Spat with Fraser; Terms Sealed

VERASUN ENERGY: Sells Six Plants to AgStar Lending for $324 Mil.
WEST FRASER: S&P Downgrades Corporate Credit Rating to 'BB+'
WESTERN CORPORATE: $23 Billion Credit Union in Conservatorship
WORLDSPACE INC: Court OKs Satellite Radio Biz. Sale to Yenura
YOUNG BROADCASTING: Gabelli Funds Ceases to Be 5% Stakeholder

* A.M. Best Has Negative Outlook on Canadian Life Insurance Market
* DBRS Publishes Methodology on Rating Global High-Yield CLOs
* Extending TALF to Corp Loan Assets Could Jumpstart Markets

* Failed Retailers' Lease Consideration Deadline May be Extended
* NIP Specialty Launches New Facility for Bankrupt Businesses

* BOND PRICING -- For Week From March 16 to 20, 2009


                            *********


ACUMENT GLOBAL: Declining Auto Sales Cue S&P's Junk Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Acument
Global Technologies Inc. (formerly Textron Fastening Systems),
including the long-term corporate credit rating and senior secured
term loan, to 'CCC+' from 'B'.  The ratings remain on CreditWatch
with negative implications.

"The downgrade reflects S&P's view that declining auto sales and
production in North America and Europe during 2009 is likely to
lead to a meaningful reduction in Acument's earnings, a marked
deterioration in its cash flow, and an increased likelihood that
it will breach its leverage covenant," said Standard & Poor's
credit analyst Sarah Wyeth.

Acument's dependence on the auto sector has lead to deteriorating
operating performance amid the sector's recent precipitous
decline.  As a result, the company risks breaching a covenant in
the coming quarters.  The facilities include a minimum interest
coverage ratio and a maximum total leverage ratio.  Troy,
Michigan-based Acument manufactures standardized and specialty
mechanical fasteners for automotive, industrial, and electronic
applications.

The CreditWatch placement recognizes the rapid deterioration in
the company's earnings and the possibility that the company may
have difficulty obtaining adequate covenant relief.  S&P could
lower ratings further in the very near term if it appears likely
that Acument will not be able to improve its liquidity position or
the company will consider steps that would result in a default
scenario.


AFFIRMATIVE INSURANCE: Moody's Reviews 'B3' Sr. Secured Ratings
---------------------------------------------------------------
Moody's Investors Service announced that it has placed the B3
senior secured and long-term issuer ratings of Affirmative
Insurance Holdings, Inc., and the Ba2 insurance financial strength
ratings of Affirmative Insurance Company and Insura Property and
Casualty Insurance Company on review for possible downgrade.  The
review is prompted by the company's recent announcement that it
would delay the filing of its 2008 Form 10-K with the Securities
and Exchange Commission in order to complete its interim goodwill
impairment testing.  The company is also in discussions with its
lenders with respect to a possible waiver or modification of
certain loan covenants related to its senior secured credit
facility ($137 million outstanding as of 9/30/08).  The company
said that it expects to file its 2008 Form 10-K by March 31, 2009.

The rating review will focus on 1) the progress of discussions
with lenders including potential changes to loan covenants and
potential impacts on the company's prospective profitability; 2)
the impact, if any, to the company's capital structure following
completion of its goodwill impairment testing; and 3) the ability
of the company to file its Form 10-K report by March 31, 2009.
Affirmative's performance during 2008 was hurt by the broader
economic turmoil and the soft pricing environment in property
casualty insurance.  Moody's review will also focus on cash flow
available to the holding company to support its debt obligations
and capital adequacy at the insurance operations.  Affirmative's
regulated insurance operations are in a negative unassigned
surplus position and are not able to pay dividends to the parent
in 2009 without regulatory approval.

Moody's cited these factors that could lead to a downgrade: i)
failure to achieve headroom under loan covenants; ii) adverse
developments resulting from its goodwill impairment testing (e.g.,
a charge greater than $15 million); iii) continued weakening of
its revenue and earnings (with coverage of fixed charges below 1.5
times); or iv) financial leverage greater than 65%.

Moody's cited these factors that could lead to a stable rating
outlook for Affirmative: i) establishing comfortable headroom
under its loan covenants with moderate impact to prospective
profitability, ii) limited impairment to the company's goodwill;
and iii) improved business prospects with fixed charge coverage
consistently above 3 times.

Affirmative, based in Addison, Texas, is a producer and provider
of non-standard personal automobile insurance to consumers in
highly targeted geographic markets.  The company offers products
in 13 states, including Texas, Illinois, California, and Florida.
For the first nine months of 2008, Affirmative reported total
revenues of $348 million and net income of $0.35 million.  As of
September 30, 2008, shareholders' equity was $209 million.

The last rating action on the company occurred on January 23,
2009, when Moody's lowered Affirmative's debt ratings to B3 from
B1, lowered its IFS ratings to Ba2 from Ba1, and assigned a
negative outlook to the ratings.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


ALLEGHENY HEALTH: Trustee to Destroy Mt. Sinai Hospital Records
---------------------------------------------------------------
William J. Scharffenberger -- Chapter 11 trustee of the bankruptcy
estates of Allegheny Health, Education and Research Foundation,
Allegheny University of the Health Sciences, Allegheny University
Medical Practices, Allegheny Hospitals, Centennial, and Allegheny
University Hospitals-East -- will destroy and dispose of
inpatient, outpatient and radiology records of Mt. Sinai Hospital,
formerly operating at Fifth and Reed Streets in Philadelphia,
pursuant to an order issued by the United States Bankruptcy Court
for the Western District of Pennsylvania on February 17, 2009.

The records were created on or before October 20, 1997.

Former patients of Mt. Sinai Hospital, or their representatives,
who want to claim their records must contact on or before
April 20, 2009:

            Charles P. Morrison
            AHERF Liquidation Officer
            One Allegheny Center, Suite 212
            Pittsburgh, PA 15212
            T: (412) 359-1670
            F: (412) 359-1555
            morrisoc@wpahs.org

Records that have not been claimed by the Notice Deadline will be
destroyed and disposed of pursuant to the Court Order.


ALLIED CAPITAL: Directors Racicot & Torre Bates Disclose Stake
--------------------------------------------------------------
Allied Capital Corp. director Marc F. Racicot reports acquiring
9,500 shares of the Company's common stock on March 13, 2009,
increasing his stake to 16,338 shares.

Ann Torre Bates, another director, reports that she directly owns
1,595 Company shares and indirectly holds other shares through a
spouse IRA, Parent IRA, Parent Trust and Keogh Account.

Allied Capital (NYSE:ALD) -- http://www.alliedcapital.com-- is a
business development company in the U.S. that is regulated under
the Investment Company Act of 1940.  Allied Capital invests long-
term debt and equity capital in middle market businesses
nationwide. Founded in 1958 and operating as a public company
since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. At September 30, 2008,
Allied Capital had $4.6 billion in total assets, $2.1 billion in
total borrowings, $2.4 billion in total equity and a net asset
value per share of $13.51. Allied Capital has a diverse portfolio
of investments in 117 companies across a variety of industries.

                          *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Allied Capital Corp.'s annual report on Form 10-K filed on March 2
contains an explanatory paragraph by auditor KPMG LLP that states
that the Company is in default on provisions of certain credit
agreements.

Events of default have occurred under the Company's revolving line
of credit and private notes.  The Company is in discussion with
lenders and private noteholders regarding a comprehensive
restructuring of these debt agreements to provide long-term
operational flexibility.

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.

As reported by the Troubled Company Reporter on February 24, 2009,
Allied Capital Corp. is in default on a revolving credit and
$1.015 billion in notes.  Allied Capital said in a February 19
regulatory filing that it remains in discussions with lenders
under its revolving credit facility and the holders of its
outstanding private notes to seek relief under certain terms of
both the revolving credit facility and the private notes due to an
expected covenant default.


ALLIED CAPITAL: Inks Retention Agreements With Russell, et al.
--------------------------------------------------------------
Allied Capital Corporation on March 3, 2009, entered into
retention agreements with certain key officers, including one of
the Company's named executive officers, Daniel L. Russell.

The Company did not disclose the identities of the other
executives.

Pursuant to the agreements, in the event of a separation from
service within 90 days prior to or 18 months following a change in
control of the Company, other than a termination of employment for
cause, the officer will receive a retention payment to be paid in
a lump sum six months following the officer's separation of
service.

A full-text copy of the employment agreement is available at no
charge at: http://researcharchives.com/t/s?3a7c

                       About Allied Capital

Allied Capital (NYSE:ALD) -- http://www.alliedcapital.com-- is a
business development company in the U.S. that is regulated under
the Investment Company Act of 1940.  Allied Capital invests long-
term debt and equity capital in middle market businesses
nationwide. Founded in 1958 and operating as a public company
since 1960, Allied Capital has been investing in the U.S.
entrepreneurial economy for 50 years. At September 30, 2008,
Allied Capital had $4.6 billion in total assets, $2.1 billion in
total borrowings, $2.4 billion in total equity and a net asset
value per share of $13.51. Allied Capital has a diverse portfolio
of investments in 117 companies across a variety of industries.

                          *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Allied Capital Corp.'s annual report on Form 10-K filed on March 2
contains an explanatory paragraph by auditor KPMG LLP that states
that the Company is in default on provisions of certain credit
agreements.

Events of default have occurred under the Company's revolving line
of credit and private notes.  The Company is in discussion with
lenders and private noteholders regarding a comprehensive
restructuring of these debt agreements to provide long-term
operational flexibility.

Moody's Investors Service on Jan. 28 lowered Allied's corporate
grade by two levels to junk at Ba2.

As reported by the Troubled Company Reporter on February 24, 2009,
Allied Capital Corp. is in default on a revolving credit and
$1.015 billion in notes.  Allied Capital said in a February 19
regulatory filing that it remains in discussions with lenders
under its revolving credit facility and the holders of its
outstanding private notes to seek relief under certain terms of
both the revolving credit facility and the private notes due to an
expected covenant default.


AMERICAN INT'L: Should Seek Structured Bankruptcy, Says W. Minnick
------------------------------------------------------------------
Erika Bolstad at Idahostatesman.com reports that Rep. Walt
Minnick, a junior member of the House Financial Services
Committee, said that American International Group should go into a
"structured" bankruptcy.

According to Idahostatesman.com, Mr. Minnick said that he opposed
the government's financial assistance to AIG.  "Having made the
mistake with AIG, we should not now throw good money after bad.
Instead, we should now withdraw taxpayers' support and let AIG go
bankrupt, let a federal bankruptcy judge void these ill-advised
bonus contracts, sort out the losses, and bring in new, qualified
management to properly manage AIG free of one more nickel of
taxpayer support," the report quoted Mr. Minnick as saying.

If AIG goes into a structured bankruptcy, it should involve
carving out the parts of the business that are doing fine, like
the insurance portion, Idahostatesman.com states, citing Mr.
Minnick.

                   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.


APPLIED SOLAR: Discloses Issuance of Series B Convertible Notes
---------------------------------------------------------------
Applied Solar, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that on January 29, 2009, it
issued 5,747,126 shares of common stock to Europanel AB, one of
the holders of the Company's Series B Convertible Notes upon the
conversion by the holder of $500,000 in aggregate principle amount
of the notes.  The Series B Convertible Notes were converted at a
rate of $0.087 per share.

On March 3, 2009, the Company issued 5,747,126 shares of common
stock to Styrbjorn AS, another holder of its Series B Convertible
Notes, upon the conversion of $500,000 in aggregate principal
amount of the notes.  This second conversion was also effected at
a conversion rate of $0.087 per share.

The issuance of the shares was exempt from registration under the
Securities Act of 1933, pursuant to Section 4(2) and/or Rule 506
of Regulation D promulgated thereunder, the Company said.

Based in Solana Beach, California, Open Energy Corporation (OTC
BB: OEGY) -- http://www.openenergycorp.com -- a renewable energy
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

Open Energy effective January 16, 2009, changed its name to
Applied Solar, Inc.  The name change was effected through the
merger of the Company's wholly-owned subsidiary, Applied Solar,
Inc., a Nevada corporation, with and into the Company pursuant to
articles of merger.  Neither the merger nor the amendment of the
Company's articles of incorporation to change the name required
shareholder approval under applicable Nevada law.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar Milner Peterson Miranda & Williamson LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
Company's financial statements for the year ended May 31, 2008.
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.


ARVINMERITOR INC: Receives Non-Compliance Notice From NYSE
----------------------------------------------------------
ArvinMeritor, Inc., on March 17, 2009, was notified by the New
York Stock Exchange, Inc., that it has fallen below NYSE's
continued listing standard related to total market capitalization
and stockholders' equity.  The NYSE requires that the average
market capitalization of a listed company not be less than
$75 million over a consecutive 30 trading-day period, when, at the
same time, stockholders' equity is less than $75 million.

On March 20, 2009, the company notified the NYSE of its intent to
cure this deficiency and to submit a plan to the NYSE, within the
required 45 day period, to demonstrate its ability to achieve
compliance with the continued listing standards.  Under NYSE
rules, if the NYSE accepts ArvinMeritor's plan, the company has 18
months from the date of the NYSE notice to cure this deficiency
before the NYSE initiates suspension and delisting procedures.  If
the company is not compliant by that date, its common stock will
be subject to suspension and delisting by the NYSE.

Under the NYSE rules, ArvinMeritor's common stock will continue to
be listed on the NYSE during the cure period, subject to
compliance with other NYSE continued listing requirements.
ArvinMeritor's business operations, credit agreement and other
debt obligations are not affected by this notification.

                         About ArvinMeritor

Troy, Michigan based ArvinMeritor, Inc. is a premier global
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry. The company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers. ArvinMeritor common stock is traded on the New York
Stock Exchange under the ticker symbol ARM. For more information,
visit the company's Web site at: http://www.arvinmeritor.com/.

                          *     *     *

In February 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on ArvinMeritor to 'CCC+' from 'B' and
lowered its issue-level ratings on the company's debt.  All
ratings were removed from CreditWatch, where they had been placed
on Nov. 13, 2008.  The outlook is negative.  The downgrade
reflects S&P's view that both the commercial vehicle and light-
vehicle segments will face severe problems in 2009.

Moody's Investors Service and Fitch Ratings followed in March.
Moody's lowered the Corporate Family and Probability of Default
ratings of ArvinMeritor to Caa1 from B2.  In a related action, the
rating of the senior secured revolving credit facility was lowered
to B1 from Ba2, and the rating of the senior unsecured notes was
lowered to Caa2 from B3.  ArvinMeritor's Speculative Grade
Liquidity Rating also was lowered to SGL-4 from SGL-3.  The
outlook is negative.

Fitch Ratings downgraded ArvinMeritor's Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';
  -- Senior secured bank facility to 'B/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'CC/RR5' from 'B-/RR4'.

The ratings remain on Rating Watch Negative pending resolution of
potential federal government aid to General Motors and the
associated impact on industry production.  The Watch Negative is
also based on ARM's eroding margins, persistent negative cash
flows, the potential need for covenant relief in mid-2009 and
related liquidity concerns.  The downgrades affect approximately
$1.7 billion of debt.


BALDOR ELECTRIC: Covenant Amendments Won't Affect S&P's BB- Rtng.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Baldor Electric Co. (BB-/Negative/--) are not
immediately affected by the company's announcement that it is
seeking to amend certain financial covenants under its credit
agreement.  If Baldor is unable to negotiate adequate covenant
relief, S&P could lower its ratings on the company.  S&P expects
Baldor to maintain headroom under its covenants of more than 10%
at the current rating.

While S&P would view additional headroom under financial covenants
favorably, key credit measures are somewhat weaker than expected
at the current rating level.  While operating performance is
likely to deteriorate this year given difficult economic
conditions, the company has stated a target minimum of $125
million in debt reduction for 2009, which should offset some of
the decline.  Still, if key credit measures appear likely to
deteriorate beyond a range S&P considers acceptable, S&P could
lower the rating.  For instance, S&P could lower the rating if
funds from operations to total adjusted debt appeared likely to
decline to less than 10%.


BEARINGPOINT INC: EagleRock No Longer Owns Company Shares
---------------------------------------------------------
EagleRock Capital Management, LLC, and Nader Tavakoli, the
principal of EagleRock Capital and the sole member and manager of
Mountain Special Situations Fund, LLC, disclosed in a Form 13G-A
filing that they do not directly hold shares of common stock of
BearingPoint, Inc.

Pursuant to investment management agreements, EagleRock Capital
maintains investment and voting power with respect to the shares
of Common Stock held by EagleRock Master Fund, LP, a limited
partnership existing under the laws of the Cayman Islands and
EagleRock Institutional Partners, LP, a Delaware limited
partnership.  Mr. Tavakoli, as the manager of EagleRock Capital
and the sole member and manager of Mountain Special, controls
their investment decisions.  ERMF holds 0 shares of Common Stock.
ERIP holds 0 shares of Common Stock.  Mountain Special holds 0
shares of Common Stock.

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

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

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


BEAZER HOMES: Fidelity Fund Discloses 6% Equity Stake
-----------------------------------------------------
FMR LLC's Fidelity Low Priced Stock Fund, an investment company
registered under the Investment Company Act of 1940, holds
2,399,983 shares or 6.114% of the total outstanding Common Stock
of Beazer Homes USA Incorporated, at February 28, 2009.

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, New York, North Carolina, Pennsylvania,
South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is
listed on the New York Stock Exchange under the ticker symbol
"BZH."

                          *     *     *

In March 2009, Fitch Ratings downgraded Beazer Homes USA, Inc.'s
Issuer Default Rating and other outstanding debt ratings:

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

The Rating Outlook is Negative.

Moody's Investors Service also lowered all of the ratings of
Beazer Homes, including the company's corporate family rating to
Caa2 from B2 and senior unsecured notes to Caa2 from B3.  The
speculative grade liquidity assessment was affirmed at SGL-3, and
the ratings outlook is negative.

Beazer Homes also was downgraded March 3 by Standard & Poor's for
the third time in slightly more than a year.  S&P downgraded
Beazer's credit rating to CCC+/Negative/.


BERRY PLASTICS: Lenders Approve Amendment to $500MM Term Loan
-------------------------------------------------------------
The requisite lenders under Berry Plastics Group, Inc.'s Term Loan
Credit Agreement dated as of June 5, 2007, have approved an
amendment to the Holdco Credit Agreement that, among other things,
allows Berry Plastics Group, Inc., its affiliates and subsidiaries
to make certain purchases of assignments of loans under the Holdco
Credit Agreement in the open market, subject to the terms and
conditions described.  The amendment provides that Holdco and its
subsidiaries will not spend more than a total of $75 million of
cash in respect of purchases of assignments of loans under the
Holdco Credit Agreement.  The amendment is now effective.  Holdco
is the direct parent of Berry Plastics Corporation.

Berry Plastics Group launched the amendment to the Holdco Credit
Agreement in February 2009.

In its annual report on Form 10-K, Berry Group said it entered
into the $500.0 million senior unsecured term loan agreement with
a syndicate of lenders.  The Senior Unsecured Term Loan matures
June 5, 2014, and was sold at a 1% discount, which is being
amortized over the life of the loan.  Interest on the agreement is
payable on a quarterly basis and bears interest at the Company's
option based on (1) a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the
rate of interest in effect for such day as publicly announced from
time to time by Credit Suisse as its "prime rate" plus 525 basis
points or (2) LIBOR (1.42% at December 27, 2008) plus 625 basis
points.  The Senior Unsecured Term Loan contains a payment in kind
option which allows the Company to forgo paying cash interest and
to add the PIK interest to the outstanding balance of the loan.
This option expires on the five year anniversary of the loan.

Berry Group at its election may make the quarterly interest
payments in cash, may make the payments by paying 50% of the
interest in cash and 50% in PIK interest or 100% in PIK interest
for the first five years.  The notes are unsecured and there are
no guarantees by Berry Plastics Corporation or any of its
subsidiaries and therefore this financial obligation is not
recorded in the consolidated financial statements of Berry
Plastics Corporation.  Berry Group elected to exercise the PIK
interest option during 2008 and the first quarter of 2009, which
resulted in the balance on the loan increasing to $563.8 million
as of December 27, 2008.

Berry Group at its election may call the notes up to the first
anniversary date for 100% of the principal balance plus accrued
and unpaid interest and an applicable premium.  Berry Group's call
option for the notes between the one year and two year and two
year and three year anniversary dates changes to 102% and 101% of
the outstanding principal balance plus accrued and unpaid
interest, respectively.  The notes also contain a put option which
allows the lender to require Berry Group to repay any principal
and applicable PIK interest that has accrued if Berry Group has an
applicable high yield discount obligation within the definition
outlined in the Internal Revenue Code, section 163(i)(1) at each
payment period subsequent to the five year anniversary date.

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At December 27, 2008, the Company had 68
production and manufacturing facilities, with 60 located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc., which is primarily owned by affiliates of
Apollo Management, L.P. and Graham Partners.

As of December 27, 2008, Berry Plastics had $4.52 billion in total
assets and $4.22 billion in total liabilities.  The Company
reported a net loss of $29.4 million on net sales of
$865.0 million for the thirteen weeks ended December 27, 2008.


BH S&B HOLDINGS: Exclusive Plan Filing Period Extended to June 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended BH S&B Holdings LLC and its debtor-affiliates' exclusive
period to file a plan through and including June 17, 2009, and
their exclusive period to solicit acceptances of said plan through
and including August 17, 2009.

In its motion, the Debtors said that they have not yet completed
the process of quantifying their potential exposure to
administrative, priority, and unsecured claims.

                           About BH S&B

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


BOISE CASCADE: S&P Says No Housing Recovery In Sight; Cut to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Boise Cascade LLC, including its corporate credit
rating, to 'B+' from 'BB-'.  The outlook is negative.

"The downgrade reflects our view that the operating environment
for building products will be more challenging than S&P previously
expected, with no housing recovery in sight through at least
2009," said Standard & Poor's credit analyst Pamela Rice.  "As a
result, S&P believes that BC will likely generate very weak
earnings and negative cash flow for at least the next several
quarters."

The company currently has meaningful liquidity, totaling
$334 million at year-end 2008, that S&P believes should allow it
to weather the remainder of the housing downturn based on S&P's
current expectations, which incorporate difficult market
conditions in 2009 followed by a modest recovery in 2010.
However, if demand is worse than S&P expect, S&P is concerned that
liquidity could shrink beyond a level S&P consider acceptable for
the new rating, potentially leading to a further downgrade.
Specifically, the ratings incorporate expectations that the
company will maintain total liquidity of at least $200 million.

The ratings on BC, based in Boise, Idaho, reflect the company's
participation in highly cyclical wood products markets, its
moderate scale in a highly competitive and fragmented industry,
prospects for continued low demand for at least the next year, and
currently weak credit measures due to cyclically poor earnings and
cash flow.  The ratings also consider that BC has no debt
maturities before 2013 as well as its sizable liquidity.


CARE FOUNDATION: Gets Final Authority to Use NHI's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
granted Care Foundation of America, Inc., et al., final authority
to use cash collateral of National Health Investors, Inc. to pay
operating and administrative expenses, in accordance with a
budget.

As adequate protection for Debtors' use of the Cash Collateral,
Debtors will pay NHI each month an amount equal to the interest
accruing on the NHI Claim at 9.5% p.a.  The first payment will be
be payable on March 31, 2009, and will include interest for the
months of January, February, and March 2009.  NHI will not be
entitled to receive any other interest on the NHI Claim or
adequate protection payments during this case.

A full-text copy of the Debtors' Cash Projections for January to
September 2009 is available at:

http://bankrupt.com/misc/CareFoundation.CashCollateralBudget.pdf

Based in Nashville, Tennessee, Care Foundation of America, Inc. is
a nonprofit/tax-exempt organization.  The Debtor and five (5) of
its debtor-affiliates filed separate petitions for Chapter 11
relief on December 31, 2008 (Bankr. M.D. Tenn. Lead Case No.
08-12367).  David E. Lemke, Esq., at Waller Landsden Dortch &
Davis, represents the Debtors as counsel.  When the Debtors filed
for protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CENTER FOR DIAGNOSTIC: Congress Report Won't Affect Moody's Rtng.
-----------------------------------------------------------------
Moody's Investors Service commented that there is no expected
impact to Center for Diagnostic Imaging, Inc's B1 Corporate Family
Rating, B2 Probability of Default Rating or stable outlook
following the Medicare Payment Advisory Commission's March 2009
report to Congress.

The last rating action was on November 20, 2007, when Moody's
upgraded CDI's ratings.

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

Headquartered in Minneapolis, Minnesota, CDI is a leading provider
of fixed-site, diagnostic and therapeutic radiology services.  The
company operates through a network of 51 freestanding outpatient
imaging centers across nine states.  Its centers provide a full
range of imaging services including magnetic resonance imaging,
computed tomography, nuclear medicine, diagnostic and therapeutic
injection procedures, positron emission tomography, ultrasound,
nuclear medicine, mammography, fluoroscopy and conventional
radiography.  For the twelve months ended December 31, 2008, CDI
generated revenues of approximately $134 million.


CENTRO NP: Exchange Offer for 7.40% Notes Due 2009 Expires Today
----------------------------------------------------------------
Centro NP LLC's Early Tender Date and the Withdrawal Deadline for
its cash tender offer for any and all of its 7.40% Senior Notes
due September 2009, is until 5:00 p.m. today, March 23, 2009.

The Early Tender Date and Withdrawal Deadline were both previously
scheduled for at 5:00 p.m., New York City time, on March 6, 2009.

The Tender Offer is also scheduled to expire at 5:00 p.m., New
York City time, on March 23, 2009, unless further extended by the
Company.

Holders who validly tender and do not validly withdraw their Notes
by the Early Tender Date will be eligible to receive the total
consideration payable in the Tender Offer of $930.00 per $1,000
principal amount of Notes.  The Total Consideration includes an
early tender premium of $40.00 per $1,000 principal amount of
Notes.  Holders who validly tender their Notes after the Early
Tender Date and on or prior to 5:00 p.m., New York City time, on
Monday, March 23, 2009, will be eligible to receive the tender
offer consideration of $890.00 per $1,000 principal amount of
Notes, representing the Total Consideration less the Early Tender
Premium.

In each case, holders of Notes that validly tender, and do not
validly withdraw, their Notes before the Expiration Date will also
receive accrued and unpaid interest on their Notes purchased
pursuant to the Tender Offer from the last interest payment date
to, but not including the payment date for the Notes purchased in
the Tender Offer, which will promptly follow the Expiration Date.

The Notes purchased pursuant to the Tender Offer are expected to
be cancelled and retired.

As of 5:00 p.m., New York City time, on March 6, 2009, holders had
validly tendered and not validly withdrawn $108,688,000 aggregate
principal amount of the Notes outstanding, or approximately
72.46%.

The complete terms and conditions of the Tender Offer, are set
forth in the Offer to Purchase, dated February 17, 2009, and
related Letter of Transmittal, which have been sent to holders of
the Notes.  All terms and conditions of the Tender Offer will
remain in full force and effect.

J.P. Morgan Securities Inc. is the Dealer Manager for the Tender
Offer.  Questions regarding the Tender Offer may be directed to
J.P. Morgan Securities Inc. at (866) 834-4666 (toll-free) or (212)
834-3424 (collect).

                        Other Developments

On February 27, 2009, Glenn Rufrano relinquished his positions as
Chief Executive Officer and President of Centro NP LLC in
connection with renewing his term as Chief Executive Officer--
Centro Properties Group.  The Company has appointed Michael
Carroll, 40, to fill Mr. Rufrano's previous positions as the
Company's CEO and President, effective February 27.

Mr. Carroll previously served as Executive Vice President and
Chief Operating Officer for the Company since April 20, 2007.  Mr.
Carroll was Executive Vice President--Real Estate Operations of
New Plan Excel Realty Trust, Inc. from March 2005 to April 20,
2007.   From March 2002 to March 2005, he was New Plan's Senior
Vice President-Director of Redevelopment.

                  Preliminary Fiscal 2008 Results

The Company in February announced preliminary financial results
for the 12 months ended December 31, 2008.  Total rental income
for the year ended December 31, 2008, is expected to be in the
range of $304.5 million to $314.5 million and net loss is expected
to be in the range of $520.0 million to $560.0 million.  The net
loss includes impairment charges related to goodwill and other
intangibles, real estate assets and equity investment in
unconsolidated subsidiaries aggregating in the range of
$470.0 million to $510.0 million.  As of December 31, 2008, the
Company had total assets of approximately $4.2 billion.

At the end of the fourth quarter, the gross leasable area for the
Company's stabilized community and neighborhood shopping centers,
including 100 percent of unconsolidated joint venture properties,
was approximately 89.4 percent leased and the Company's total
portfolio, including 100 percent of unconsolidated joint venture
properties, was approximately 87.9 percent leased.

These results are preliminary and not final until the filing of
the Company's Form 10-K with the Securities and Exchange
Commission and, therefore, remain subject to adjustment.  These
preliminary financial results are being made solely in connection
with the Company's tender offer, which was announced on
February 17, 2009.  The Company does not normally release
preliminary financial results and does not intend to do so in the
future.

The Company has yet to file its Form 10-K with the Commission.

Meanwhile, the Company filed Amendment No. 2 to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2007, that was
previously filed on April 16, 2008, and amended on April 18, 2008.
A full-text copy of the Second Amendment is available at no charge
at: http://ResearchArchives.com/t/s?3a7d

                          About Centro NP

Based in New York, Centro NP LLC is one of the nation's largest
owners and developers of community and neighborhood shopping
centers.  As of December 31, 2007, Centro NP owned interests in
496 properties in 39 states, including 261 wholly-owned properties
and one property held through a consolidated joint venture, as
well as 234 properties held through unconsolidated joint ventures.

Centro NP's predecessor, New Plan Excel Realty Trust, Inc., was a
self-administered and self-managed equity real estate investment
trust.  On February 27, 2007, New Plan and Excel Realty Partners,
L.P., a Delaware limited partnership in which New Plan, through a
wholly owned subsidiary, was the general partner, entered into an
Agreement and Plan of Merger with Centro NP, Super MergerSub Inc.,
and Super DownREIT MergerSub LLC.  The Buyer Parties are
affiliates of Centro Properties Group, an Australian publicly
traded real estate company.


CHARTER COMMUNICATIONS: Apollo May Buy Stake Following Bankruptcy
-----------------------------------------------------------------
Apollo Management negotiating to take a substantial ownership
stake in Charter Communications Inc. as part of the Company's
bankruptcy, Peter Lattman and Jeffrey McCracken at The Wall Street
Journal report, citing people familiar with the matter.

As reported by the Troubled Company Reporter on February 17, 2009,
Charter Communications said that it was restructuring its debt and
would file for Chapter 11 bankruptcy protection on April 1 after
it reached an agreement to reduce its debt by $8 billion.

WSJ relate that Charter Communications doesn't expect to cut jobs
as part of its reorganization.

Apollo Management controls a large chunk of Charter Communications
debt, WSJ notes.  The report states that Apollo Management will
exchange the debt for equity as part of Charter Communications'
restructuring.

According to securities filings, Paul Allen, Microsoft Corp. co-
founder who has controlled Charter Communications, will keep
voting control of the Company.  Citing people familiar with the
matter, WSJ relates that Apollo Management will have minority
voting rights and a noncontrol position.

                   About Charter Communications

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

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

As reported by the Troubled Company Reporter on Dec. 22, 2008,
Fitch Ratings placed Charter Communications, Inc.'s 'CCC' Issuer
Default Rating and the IDRs and individual issue ratings of
Charter's subsidiaries on Rating Watch Negative.  Approximately
$21.1 billion of debt outstanding as of Sept. 30, 2008 is effected
by Fitch's action.

As reported by the TCR on Dec. 16, 2008, Moody's Investors Service
lowered the Probability-of-Default Rating for Charter
Communications to Ca from Caa2 and placed all ratings (other than
the SGL3 Speculative Grade Liquidity Rating) for the company and
its subsidiaries under review for possible downgrade.

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications to 'CC' from 'B-'.  S&P said that
the rating outlook is negative.


CHARYS HOLDING: Has $215MM Assets and $339 Debts Upon Confirmation
------------------------------------------------------------------
Charys Holding Company, Inc., and its affiliated debtor, Crochet &
Borel Services, Inc., report that upon confirmation of their
bankruptcy plan, the Debtors had assets of roughly $215 million
and the liabilities of roughly $339 million.

As of March 12, 2009, Charys had issued and outstanding 55,627,684
shares of common stock and 1,500,000 shares of preferred stock.
There are no shares of common or preferred stock reserved for
future issuance, it said.

As reported by the Troubled Company Reporter, the U.S. Bankruptcy
Court for the District of Delaware on February 25, 2009, entered
an order confirming the First Amended Joint Plan of
Reorganization, dated December 8, 2008, of Charys and Crochet &
Borel Services.

A full-text copy of the Confirmation Order is available at no
charge at: http://researcharchives.com/t/s?3a79

A full-text copy of the First Amended Joint Plan of Reorganization
is available for free at: http://ResearchArchives.com/t/s?37e8

A full-text copy of the Disclosure Statement is available for free
at: http://ResearchArchives.com/t/s?37e9

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its affiliated debtor, Crochet & Borel Services, Inc., filed
for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case
No. 08-10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors as counsel.  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as Delaware counsel.  Matthew
S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents
the Official Committee of Unsecured Creditors as counsel.  Chad A.
Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Committee as Delaware counsel.

Chary's Holdings Co. Inc. reported total assets of $242.7 million
and total liabilities of $378.6 million in its operating report
for August 2008.


CHARYS HOLDING: Chapter 11 Plan Declared Effective March 12
-----------------------------------------------------------
Charys Holding Co.'s Chapter 11 plan was declared effective on
March 12, 2009.  The U.S. Bankruptcy Court for the District of
Delaware declined to issue a stay pending appeal to the
confirmation order on the Plan.

As reported by the TCR on March 2, the Bankruptcy Court affirmed
that Charys Holding's Chapter 11 plan satisfies the statutory
requirements for confirmation under Section 1129 of the Bankruptcy
Code.  The former owner of a business purchased by Charys,
however, wanted the plan held up while he took an appeal on the
confirmation order, Bloomberg's Bill Rochelle reported.

The Chapter 11 Plan, according to Mr. Rochelle, provides for these
terms:

   -- Convertible noteholders will recover 32.5% in the form of
      94% of the new stock plus $20 million in secured notes
      maturing in four years and paying 15% interest.

   -- Unsecured creditors with $107 million in claims are expected
      to recover 15 cents on the dollar, from a liquidating trust
      created under the Plan;

   -- Holders of subordinated claims and equity interests in
      Charys won't recover anything.

A full-text copy of the First Amended Joint Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?37e8

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?37e9

                       About Charys Holding

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its affiliated debtor, Crochet & Borel Services, Inc., filed
for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case
No. 08-10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors as counsel.  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as Delaware counsel.  Matthew
S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents
the Official Committee of Unsecured Creditors as counsel.  Chad A.
Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Committee as Delaware counsel.

Chary's Holdings Co. Inc. reported total assets of $242.7 million
and total liabilities of $378.6 million in its operating report
for August 2008.


CHEMTURA CORP: Can Access $190MM Loan; 1st Day Motions Approved
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has approved all of Chemtura Corporation's "first day"
motions, allowing for the continuation of normal business
operations during the restructuring process.

"The Court's approval is a positive step forward in resolving our
financial challenges, solidifying the basis of confidence of our
suppliers and customers, and enabling our operations to continue
without interruption," said Craig A. Rogerson, Chemtura's
Chairman, President and CEO.  "It is a significant step forward in
our plan to position Chemtura as a strong, viable, and profitable
competitor in the specialty chemicals marketplace."

The Court granted Chemtura interim approval to access
$190 million of its $400 million Debtor-in-Possession financing
from Citibank, N.A., as administrative agent. The DIP, combined
with cash from the Company's ongoing operations, will provide
Chemtura with financial flexibility to operate its business in the
ordinary course, including funding post-petition payments to
suppliers and meeting other customary business obligations, during
the financial restructuring process.


According to Bloomberg's Bill Rochelle, on an interim basis, the
loan would consist of a $25 million revolving credit and a
$165 million term loan, both to refinance existing obligations.
On final approval, the $400 million loan would include a
$250 million term loan, a $63.5 million revolving credit, and
so-called rollup of $86.5 million of pre-bankruptcy debt.

The Company also received the Court's approval to, among other
things, pay all outstanding employee wages, health benefits, and
certain other employee obligations.  Additionally, the Company is
authorized to continue to honor all of its current customer
policies and programs, to ensure the restructuring process will
not impact customers.

                       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: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Chemtura Corp. to 'D' from 'CCC'
following the company's announcement that it and 26 of its U.S.
affiliates have filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York.  Chemtura's non-U.S.
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

At the same time, S&P lowered the rating on the company's 6.875%
senior notes due 2016 to 'D' from 'CCC' and kept the recovery
rating on the notes unchanged at '3', indicating the expectation
for meaningful (50% to 70%) recovery in the event of a payment
default.

S&P also lowered the ratings on the company's 7% senior notes due
2009 and 6.875% senior notes due 2026 to 'D' from 'CCC-' and
revised the recovery ratings to '6' from '5', indicating S&P's
expectation for a negligible (0%-10%) recovery in the event of a
payment default.  The revised recovery ratings reflect a
considerable increase in domestic pension liabilities.

Chemtura's portfolio of specialty and industrial chemical
businesses includes plastic and specialty additives, urethane
prepolymers, pool and spa chemicals, crop protection chemicals,
brominated flame retardants, and petroleum additives.  It has
annual revenues of about $3.5 billion.


CHRYSLER LLC: Seeks Dealers' Help in Seeking More Aid From Gov't
----------------------------------------------------------------
Neal E. Boudette at The Wall Street Journal reports that Chrysler
LLC has asked its dealers to urge Treasury Secretary Timothy
Geithner and two key members of the auto task force to approve
more government financial assistance for the Company.

Citing a person familiar with the matter, WSJ relates that
Chrysler has asked dealers to write to:

     -- Mr. Geithner;
     -- Steven Rattner, the task force chief; and
     -- Ron Bloom, an adviser to the United Steelworkers union
        who also serves on the task force.

According to WSJ, Chrysler distributed a sample letter to its
3,200 dealers.  WSJ notes that the letter doesn't specify the
amount of money Chrysler would need.

                  Fiat Won't Take Chrysler Debt

Marco Bertacche at Bloomberg News reports that Fiat SpA said it
won't assume any Chrysler debt as part of an agreement to acquire
a 35% stake in the Company.

Chrysler CEO Robert Nardelli said in video posted on the Company's
Web site that Fiat would become responsible for repaying 35% of
the loans from the U.S. government.  Chrysler then said in a
statement that Mr. Nardelli misspoke.  "Fiat would become an
equity holder with the same rights and responsibilities as all
other equity holders in a newly restructured company.  This does
not mean Fiat would assume responsibility for any of Chrysler
LLC's debt," WSJ quoted Chrysler as saying.

Fiat, says Bloomberg, will trade its small-car technology for a
stake in Chrysler, but has said that it won't make any cash
payment and that it isn't committed to future funding.

       Chrysler to Start Talks With Canadian Union Today

Dan Hart at Bloomberg News reports that the Canadian Auto Workers
union said that it will start cost-cutting negotiations with
Chrysler on March 23.  CAW President Ken Lewenza said in a
statement that the union "fully expects to get the process back on
track and work towards reaching an agreement with Chrysler that
will secure jobs here in Canada."

According to Bloomberg, Canadian Industry Minister Tony Clement
made concessions by the union a condition for government aid to
automakers.  Chrysler has asked the Canadian government for a $2.3
billion loan, Bloomberg relates.

                         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.


CITIGROUP INC: Spending $10 Million on Office Upgrades
------------------------------------------------------
Bloomberg News reports that Citigroup is spending $10 million on
office upgrades at 399 Park Avenue, an office tower where the
Company occupies two floors for its headquarters.

Citigroup said in a statement that the expenses are for the
consolidation of that space, which is part of a global effort by
the Company to cut real estate-related costs.

Andrew Deichler at Costar.com relates that Citigroup will vacate
an entire floor in the building and sublease the space.
Costar.com states that by creating smaller offices, Citigroup will
double its occupancy on the remaining floor.  Citigroup said that
this will save the Company an estimated $20 million, Costar.com
states.

                       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.


COEUR D'ALENE: S&P Raises Ratings on Senior Notes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Coeur D'Alene Mines Corp.'s senior unsecured
convertible notes due 2024 and 2028 to 'CCC-' (one notch below the
corporate credit rating on the company) from 'CC' and revised the
recovery rating to '5' from '6'.  At the same time, S&P withdrew
its ratings on the company's $60 million senior secured
convertible notes ($60 million is the remaining balance of the
notes after accounting for $15 million previously converted).

The revised recovery rating indicates S&P's expectation of modest
(10% to 30%) recovery in the event of a payment default.  (For the
complete recovery analysis, see the recovery report on Coeur to be
published immediately after this article.)

"The upgrade of the senior unsecured convertible notes and
withdrawal of the ratings on the $60 million senior secured
convertible notes reflect the recent conversion of Coeur's
$60 million senior secured convertible notes into common equity,"
said Standard & Poor's credit analyst Sherwin Bradford.

The corporate credit rating on Coeur is 'CCC' and the outlook is
negative.

                           Ratings List

                     Coeur D'Alene Mines Corp.

      Corporate credit rating                CCC/Negative/--

      Ratings Revised                         To        From
      ---------------                         --        ----
      Senior unsecured convertible notes      CCC-      CC
       Recovery rating                        5         6

      Ratings Withdrawn                       To        From
      Senior secured convertible notes        NR        CCC
       Recovery rating                        NR        3


COLORADO NATIONAL: Closed by OCC & FDIC Appointed as Receiver
-------------------------------------------------------------
Colorado National Bank, based in Colorado Springs, Colorado, was
closed on March 20, 2009, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Herring
Bank, based in Amarillo, Texas, to assume all of the deposits of
Colorado National.

The four offices of Colorado National reopened as branches of
Herring Bank on Sat., Mar. 21, 2009.  Depositors of Colorado
National automatically became depositors of Herring Bank.
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.  Customers of both banks should
continue to use their existing branches until Herring Bank can
fully integrate the deposit records of Colorado National.

As of December 31, 2008, Colorado National had total assets of
$123.5 million and total deposits of $82.7 million.  In addition
to assuming all of the deposits of the failed bank, Herring Bank
agreed to purchase approximately $117.3 million in assets at a
discount of $4.2 million, and pay a 1 percent premium on deposits.
The FDIC will retain the remaining assets for later disposition.

The FDIC and Herring Bank entered into a loss-share transaction.
The FDIC will share 80/20 percent in the losses with Herring Bank
on approximately $62 million in assets covered under the
agreement.  The loss-sharing arrangement is projected to maximize
returns on the covered assets and minimize disruptions for loan
customers.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $9 million.  Herring Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives.  Colorado National is the
nineteenth FDIC-insured institution to fail in the nation this
year and the first in the state. The last FDIC-insured institution
closed in Colorado was BestBank, Boulder, on July 23, 1998.

Colorado National Bank was affiliated with Teambank, based in
Paola, Kansas, which was also closed Friday by the Office of the
Comptroller of the Currency.  The FDIC entered into a separate
transaction with Great Southern Bank, Springfield, Missouri, to
assume the banking operations of Teambank.


CONNECTICUT SCHOOL: Files for Bankruptcy, To Resume Classes
-----------------------------------------------------------
The Connecticut School of Broadcasting, which filed for bankruptcy
on March 6, 2009, in Boston and closed earlier this month will
resume unfinished classes at all of its schools,
Hartfordbusiness.com reports, citing the school's officials.

According to Hartfordbusiness.com, CSB filed for bankruptcy after
its primary lender removed funds from its bank accounts.
Harfordbusiness.com relates that CSB then suspended classes at all
of its schools in 16 states.

Hartfordbusiness.com states that Attorney General Richard
Blumenthal worked with CSB to present to the bankruptcy court a
plan to continue the suspended classes.   CSB officials said that
the court has approved that plan, according to the report.

The Connecticut School of Broadcasting -- http://www.gocsb.com/en/
-- is a national career college based in Farmington, Connecticut,
United States with a focus on Television and Radio certification
and training in areas such as television anchoring, commercial
radio performance and journalism including production.


DELPHI CORP: Drain Won't Hold Up OPEB Ruling Pending Appeal
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York declined to stay pending appeal his prior
order acknowledging Delphi Corp.'s unilateral right to terminate
health-care benefits for salaried retirees.

Two employee groups -- the Committee of Eligible Salaried Retirees
of Delphi and the Delphi Salaried Retirees Association took an
appeal to the District Court from Judge Drain's order authorizing
Delphi and its affiliates to terminate, at their sole discretion,
"salaried other post-employment benefits" for non-union retirees
effective April 1, 2009.

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

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

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

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

Delphi said that in the event the Court stays the OPEB Termination
Orders for 90 days, the DSRA should be directed to post a bond for
$20 million to cover the Debtors' interim monetary losses.

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

                  Salaried OPEB Termination Order

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

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

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

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

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

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

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

             Bench Ruling on Provisional OPEB Order

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

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

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

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

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

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

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

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

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

                        About Delphi Corp.

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

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

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

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


DELPHI CORP: Creditors Fear Plants Buyback Would Allow GM to Leave
------------------------------------------------------------------
Various creditors of Delphi Corp. have conveyed objections to an
agreement related to the sale of Delphi Corp's steering business
and other plants to former parent, General Motors Corporation.

Parties who have filed limited objections are the official
committee of unsecured creditors; Wilmington Trust Company, as
indenture trustee for the senior notes and debentures in the
aggregate principal amount of $2 billion issued by Delphi; the
Pension Benefit Guaranty Corp.; JPMorgan Chase Bank, N.A., as
administrative agent under Delphi's DIP credit facility; and a
group of Tranche C lenders under the DIP facility.

In connection with a proposed plan of reorganization filed in
September 2007, Delphi and GM entered into two comprehensive
agreements -- a master restructuring agreement ("MRA") and a
global settlement agreement ("GSA").  The MRA governs certain
aspects of Delphi and GM's commercial relationship following
Delphi's emergence from Chapter 11.  The GSA resolves outstanding
issues among Delphi and GM that have arisen or may arise before
Delphi's emergence from Chapter 11, including, commitments
regarding OPEB and pension obligations, other GM contributions
with respect to labor matters, releases, and claims treatment.  In
September 2008, due to delays in implementing its Bankruptcy
Court-confirmed plan of reorganization, Delphi sought amendments
to the GSA and MRA to authorized those agreements to be effective
independent of and in advance of the effective date of the
company's POR.  Pursuant to the MRA, as amended on Sept. 12, 2008,
GM agreed that ownership of the Debtors' global steering and
halfshaft businesses would transfer to GM if it is not sold to a
third party by December 31, 2010.  In addition, the Amended MRA
provides that upon the occurrence of particular conditions prior
to December 31, 2010, GM would have the option to purchase the
Steering Business.

On March 4, 2009, Delphi and its affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a motion,
seeking approval of an agreement dated March 3, pursuant to which
GM would accelerate the exercise of its option to purchase the
global steering business.  In exchange for this acceleration of
GM's ability to acquire the business, GM would agree to: (i)
provide the Debtors with additional liquidity that is expected to
be sufficient to permit the Debtors' continued operations through
May 2009 and (ii) make certain favorable modifications to the
option terms established by the MRA.  Delphi previously entered
into a purchase and sale agreement with respect to the Steering
Business with an affiliate of Platinum Equity, LLC. That agreement
has been terminated.

The Creditors committee notes that while the Delphi has presented
the Option Exercise Agreement, it has not submitted any definitive
purchase agreement involving the sale of the Steering Business,
and the term sheet relating to the transfer of certain other
Delphi facilities.  Delphi has stated in its request for the
Option Exercise Agreement that (i) it will file a separate motion
seeking approval of the sale of the Steering Business at a hearing
on April 23, and (ii) they have committed to reaching the Term
Sheet on or before March 9, 2009.

The Committee says that if viewed in isolation, the terms of the
Option Exercise Agreement are in fact more favorable to the
Debtors than the terms of the Amended MRA under which GM has
already agreed to take ownership of the Steering Business.  The
Committee, however, says that approval of the OEA should not
impair its ability to object to the Steering Business sale. "The
Committee simply is not in a position to agree that the terms of
the sale of the Steering Business to GM are reasonable and in the
best interests of the Debtors and their unsecured creditors,
without having seen a Definitive Purchase Agreement or the Asset
Transfer Term Sheet," says Robert J. Rosenberg, Esq., at Latham &
Watkins LLP.

Wilmington Trust presented more serious concerns about the sale of
Steering Business and other plants to GM.  Its lawyer, Edward M.
Fox, Esq., at K&L GATES LLP, in New York, warned, "Having dug a
hole operating their domestic businesses at a loss for the benefit
of General Motors so deep that they cannot climb out of it without
GM's help, the Debtors now propose to cannibalize their few
remaining assets in order to keep the lights on for the benefit of
GM while waiting for GM to throw the Debtors a lifeline to pull
them out of their hole and enable them to confirm a plan of
reorganization.  Once the Debtors' assets are eaten up awaiting
rescue by GM, however, GM will have no reason to use its own
limited assets to assist the Debtors, and liquidation will be the
inevitable result."

According to WTC, considering Delphi's deteriorating financial and
inability to finance a plan without GM's assistance, Delphi's
proposal to accelerate its option to purchase the Steering
Business might seem like a reasonable business decision.  The
noteholders' representative notes that because GM is the only
viable source of funding for a plan, however, the Debtors'
decision to sacrifice critical leverage against GM -- in the form
of the Debtors' ability to retain ownership of a steering business
that GM is obviously eager to acquire, and to cut off GM's supply
of steering parts if GM refuses to commit to funding an acceptable
plan of reorganization -- is directly contrary to the best
interests of creditors and manifestly not a reasonable exercise of
the Debtor's business judgment.  WTC argues that if the Debtors
have any hope of consummating a plan, they must condition any sale
of assets to GM -- or even the continued supply of parts to GM --
on a binding commitment by GM to provide the necessary funding to
allow the Debtors to emerge from chapter 11.  If Delphi continues
to supply parts to GM at a loss and/or allow GM to acquire the
plants at which those parts are manufactured, GM will have no
financial incentive to provide the Delphi with the funding
necessary to finance a bankruptcy exit plan, explains Edward M.
Fox, Esq., at K&L GATES LLP, in New York.  "Instead, GM will
simply continue to fund the Debtors short-term liquidity needs in
order to ensure an uninterrupted supply of parts and will either
resource those same parts away from the Debtors or will eventually
acquire the plants which produce the parts it needs when the
Debtors are eventually forced to liquidate.

                        About Delphi Corp.

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

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

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

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


DIAL-A-MATTRESS: Creditors File Involuntary Chapter 7 Petition
--------------------------------------------------------------
Creditors have ganged up on Dial-A-Mattress Operating Corp.,
filing an involuntary Chapter 7 for the Company before the U.S.
Bankruptcy Court for the Eastern District of New York (Case No.
09-41966) on Tuesday.

Dial-A-Mattress Operating Corp. owns retailer 1800mattress.com.

Reuters' Emily Chasan reports that creditors 6225 Jericho Turnpike
LLC and mattress producers Sealy and Blue Bell Mattress alleged
being owed $1.7 million in the aggregate.

Ms. Chasan reports that a spokesman for Dial-A-Mattress said the
Company has been exploring strategic options for the past several
months, and expects to continue to work with potential investors.

"We will respond to these allegations in due course, and take the
necessary steps to continue to operate these businesses," the
spokesman said, according to Ms. Chasan, noting the company's call
center and Web site remain open and customers should not see a
disruption in service.

The alleged debtor has 20 days to object to the involuntary
filing.

Reuters notes that mattress sellers and makers have struggled over
the past year, as consumers hurt by the economic downturn, pulled
back on big-ticket purchases.  Mattress Discounters in Maryland
filed for Chapter 11 last year, and Foamex International Inc.,
which makes foam bedding products sought bankruptcy protection for
the second time in February.

                     Franchisees Not Affected

Rectangle Corporation, which operates the Connecticut franchise of
1-800-Mattress, said that as an independent franchise group, its
operations were completely unaffected by the U.S. Bankruptcy Court
filings involving its franchisor and that it is operating as
"business as usual."

"We are a completely separate company with a healthy balance
sheet, a warehouse full of inventory, and our own reputation for
superior quality, service and value to our customers," said
President Stephen Perry.  "Our business is unaffected by the
action against the franchisor in New York.  We are not involved in
any way and it is business as usual for us and for our customers,
who will see no impact whatsoever from this news."

Mr. Perry said his company has separate contracts with Sealy,
Serta, Simmons, KingKoil/Comfort Solutions and TempurPedic, is
current with all payments, and operates its own fleet of trucks
for delivery, its own warehouse in Windsor and retail showrooms in
Stamford and Fairfield.  The company will continue to fulfill
orders placed through http://www.mattress.com

"There is no impact whatsoever on our operations or our ability to
purchase product, make sales and deliver to our customers. Other
than using the 1-800-Mattress name, we are a separate and
independent company," he added.

Consolidated Mattress and Amalgamated Mattress, better known as 1-
800-Mattress/Dial-A-Mattress in New England, Philadelphia Central
and Southern New Jersey, and Florida, also said that as an
independent franchise group, its operations were completely
unaffected by the U.S. Bankruptcy Court filings.

"Your local 1-800-Mattress is a separate company with a healthy
balance sheet, a warehouse full of inventory, and all the same
great service terms for which we're famous," said President Bob
Klein.  "The franchise group is unaffected by the action against
the franchisor in New York. We are not involved in any way and it
is business as usual for us and for our customers, who will see no
impact whatsoever from this news, and will continue to enjoy the
same award-winning service from us as they always have."

Mr. Klein explained that his company has separate contracts with
Sealy, Serta, Simmons, Spring Air and TempurPedic, is current with
all payments, operates its own fleet of trucks for delivery, its
own sales and service call center in suburban Boston.

"There is no impact whatsoever on our operations or our ability to
purchase product, make sales and deliver to our customers. Other
than using the 1-800-Mattress name, we are a separate and
independent company," he added.


DIAMOND GLASS: Creditors Okay Second Amended Plan of Liquidation
----------------------------------------------------------------
Court documents say that Diamond Glass Inc.'s creditors have
approved the Company's second amended Chapter 11 plan of
liquidation.

Glassbytes.com relates that about 200 of the 219 creditors were in
favor of the plan, 19 voted to reject it, and 10 creditors
abstained from the vote.

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/or
http://www.daimondtriumphglass.com/-- provided automotive glass
replacement and repair services.  Founded in 1923, Diamond
Glass had more than 1,600 employees as of March 15.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this case.
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


DOLE FOOD: Moody's Changes Outlook on 'B3' Rating to Stable
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook of Dole Food
Company, Inc., to stable from negative, following the issuance of
3rd lien notes that will refinance much of a bond maturing on May
1st.  Moody's upgraded the rating on the recently issued 3rd lien
notes to B2 from B3 based on a change within the LGD assessment.
Moody's affirmed Dole's other ratings, including its corporate
family rating of B3 and its probability of default rating of Caa1.

Rating upgraded:

Dole Food Company, Inc.:

  -- $349.9 million (originally $325 million) senior secured 3rd
     lien notes due 2014 to B2 (LGD3, 31%) from B3 (LGD3, 38%)

Ratings affirmed, and certain LGD assessments adjusted:

Dole Food Company, Inc.:

  -- Corporate family rating at B3

  -- Probability of default rating at Caa1

  -- Senior secured term loan B at Ba3 (LGD2); LGD percentage to
     10% from 15%

  -- Senior secured prefunded letter of credit facility, also
     available to Solvest, at Ba3 (LGD2); LGD percentage to 10%
     from 15%

  -- Senior unsecured notes at Caa2 (LGD5,82%)

  -- Senior unsecured shelf, senior subordinated shelf and junior
     subordinated shelf at (P)Caa3 (LGD6, 92%)

Solvest Ltd.

  -- Senior secured term loan C at Ba3 (LGD2); LGD percentage to
     10% from 15%

Net proceeds of $325 million from the recently issued 3rd lien
notes, along with borrowings under Dole's 'ABL', will refinance
the $345 million outstanding on a senior unsecured bond due May 1,
2009.

"The stable rating outlook reflects Moody's expectation that
operating performance will be sustained at current levels and that
credit metrics will benefit from the use of asset sale proceeds to
reduce debt," said Elaine Francolino, Vice President-Senior Credit
Officer.

The upgrade in the rating of the new 3rd lien notes reflects
Moody's current anticipation that these notes will benefit from
lower than originally expected priority domestic payables -- which
rank ahead of the notes -- and higher than originally expected
foreign payables, which rank below the 3rd lien notes.

The affirmation of Dole's other ratings is based on the company's
improved operating performance in fiscal 2008.  Better earnings
from robust banana demand and prices and debt reductions from
asset sales have resulted in a decline in leverage, with debt to
EBITDA dropping from 9.4 times at the end of fiscal 2006 to 6.8
times for the twelve months ended October 4, 2008.  Reported
EBITDA rose from $309 million in 2007 to $409 million in 2008.
Asset sales proceeds, with the exception of $100 million annually
that can be reinvested in the business, must be applied to repay
senior secured debt.  Dole owns attractive assets, such as land in
Hawaii.  The company is monetizing non-core assets to improve what
is still high leverage.

Moody's will likely reconsider the Caa1 probability of default
rating should operating performance be sustained at current
stronger levels, and should credit markets ease or Dole develop a
plan such that the refinancing of $400 million due in June 2010 is
fairly certain.

Moody's most recent rating action for Dole on March 3, 2009,
assigned a rating to the new 3rd lien Notes, affirmed the
company's long term ratings, revised certain LGD percentages and
maintained a negative rating outlook.

Headquartered in Westlake Village, California, Dole Food Company,
Inc., is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables.  Sales for the
fiscal year ended January 3, 2009, were approximately
$7.6 billion.


DREIER LLP: Marc Dreier Mulls Selling Art Collection
----------------------------------------------------
Court documents say that Marc Dreier has called partners of his
law firm, saying that he could replace missing funds at 360
Networks (USA) Inc. by selling his art collection.

According to Phil Wahba at Reuters, the missing money included
$38.6 million held in escrow at Dreier LLP on behalf of the
Company's unsecured creditors.  Dreier LLP said that the money was
expected to help the Company emerge from bankruptcy, Reuters
states.

Court documents say that the money 360 Networks is seeking to
recover was expected to be wired to unsecured creditors from the
escrow account at Dreier LLP but the funds went missing around the
time of Mr. Dreier's arrest in December 2008, upon his return to
New York.  As reported by the Troubled Company Reporter on
February 6, 2009, U.S. District Judge Jed S. Rakoff in Manhattan
agreed to release Mr. Dreier from jail on an unsecured
$10 million personal recognizance bond, which would be co-signed
by his son and mother so that they would be on the hook if Mr.
Dreier were to flee.  Reuters relates that Mr. Dreier pleaded not
guilty on Thursday to a superseding indictment that included money
laundering charges.  Reuters states that Mr. Dreier's trial will
be on June 15, 2009.

According to Reuters, Mr. Dreier said that if he were able to
return to New York, he would have been able to return the money to
360 Networks and that he could have sold some of his art
collection to do so.

Court documents say that Steven Reisman, appointed to investigate
on behalf of 360 Networks' unsecured creditors, hired the law firm
Curtis, Mallet-Prevost, Colt & Mosle LLP and will be gathering
evidence to determine who may have helped Mr. Dreier, or have
known about his activities.  Mr. Reisman is also considering
claims against Dreier LLP workers, court documents state.

                         About Dreier LLP

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

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

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

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


DREIER LLP: Marc Dreier Mulls Selling Art Collection
----------------------------------------------------
Court documents say that Marc Dreier has called partners of his
law firm, saying that he could replace missing funds at 360
Networks (USA) Inc. by selling his art collection.

According to Phil Wahba at Reuters, the missing money included
$38.6 million held in escrow at Dreier LLP on behalf of the
Company's unsecured creditors.  Dreier LLP said that the money was
expected to help the Company emerge from bankruptcy, Reuters
states.

Court documents say that the money 360 Networks is seeking to
recover was expected to be wired to unsecured creditors from the
escrow account at Dreier LLP but the funds went missing around the
time of Mr. Dreier's arrest in December 2008, upon his return to
New York.  As reported by the Troubled Company Reporter on
February 6, 2009, U.S. District Judge Jed S. Rakoff in Manhattan
agreed to release Mr. Dreier from jail on an unsecured
$10 million personal recognizance bond, which would be co-signed
by his son and mother so that they would be on the hook if Mr.
Dreier were to flee.  Reuters relates that Mr. Dreier pleaded not
guilty on Thursday to a superseding indictment that included money
laundering charges.  Reuters states that Mr. Dreier's trial will
be on June 15, 2009.

According to Reuters, Mr. Dreier said that if he were able to
return to New York, he would have been able to return the money to
360 Networks and that he could have sold some of his art
collection to do so.

Court documents say that Steven Reisman, appointed to investigate
on behalf of 360 Networks' unsecured creditors, hired the law firm
Curtis, Mallet-Prevost, Colt & Mosle LLP and will be gathering
evidence to determine who may have helped Mr. Dreier, or have
known about his activities.  Mr. Reisman is also considering
claims against Dreier LLP workers, court documents state.

                         About Dreier LLP

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

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

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

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


DRUG FAIR GROUP: Has $44MM 1st Lien Debt & $20.5MMM 2nd Lien Debt
-----------------------------------------------------------------
Drug Fair Group Inc. owes $44.1 million on a first-lien revolving
credit where Bank of America NA serves as agent, and $20.5 million
on a second-lien term loan where Fortress Credit Corp. is agent,
according to Bloomberg News' Bill Rochelle.  The first-lien
lenders are providing a $40 million secured credit with a four-
month term.  About $20 million is to be available on an interim
basis, the report said.

Drug Fair is seeking to sell 32 of its 58 drug and general
merchandise stores to Walgreen Co., the largest drugstore chain in
the U.S., as part of its bankruptcy.

Drug Fair in its bankruptcy petition listed assets of $90.7
million and debts of 120.3 million as of July 31.  It incurred a
net loss of $22.9 million for fiscal year ending July 2008.

Drug Fair Group Inc. operates 58 drug and general merchandise
stores in central and northern New Jersey.  Drug Fair is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida. Drug Fair is the 11th
investment by Sun Capital to file in Chapter 11 since January
2006.


DRUG FAIR GROUP: Wants to Obtain $40 Mil. DIP Financing from BofA
-----------------------------------------------------------------
Drug Fair Group, Inc., and CDI Group, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware for authority to:

   i) obtain, $20 million in an interim basis, and up to
      $40.00 million on a final basis, of financing by entering
      into a senior superpriority debtor in possession loan and
      security agreement from Bank of America, N.A.; and

  ii) use cash collateral.

The Debtors' major prepetition indebtedness includes:

   a) loan and security agreement dated as of Sept. 30, 2004,
      with BofA, as agent for certain revolving credit lenders;
      and (ii) the loan documents pursuant to which the
      prepetition first lien secured parties extended a working
      capital facility providing for revolving credit loans of up
      to $60 million, including letters of credit of up to
      $5 million.

   b) loan agreement as of Sept. 30, 2004, with Fortress Credit
      Corp., as agent, pursuant to which the prepetition second
      lien secured parties provided a term loan to the Debtors of
      which have been paid down to a balance of approximately
      $20 million.

   c) unsecured obligations to Cardinal Health of approximately
      $17.9 million;

   d) approximately $22.1 million in additional debt; and

   e) approximately $2.9 million in unsecured obligations under
      promissory notes.

CDI Group, Inc., guaranteed the obligations of Drug Fair under the
prepetition first lien loan documents and prepetition second lien
credit agreement.

The Debtors granted the prepetition first lien agent liens on and
security interests in substantially all of the Debtors' assets to
secure their performance under the prepetition credit agreement.
The prepetition first lien agent asserts duly perfected and valid
first priority liens on and security interests in substantially
all of the Debtors' assets.

The Debtors granted the prepetition second lien agent liens on and
security interests in substantially all of the Debtors' assets to
secure their performance under the prepetition second lien credit
agreement.  The prepetition second lien agent, asserts duly
perfected and valid second priority liens on and security
interests in substantially all of the Debtors' assets.

The prepetition first lien agent agreed to continue to fund the
Debtors on a daily basis while the Debtors attempted to find a
potential buyer or investor in conjunction with either an out of
court restructuring or through a bankruptcy proceeding.

             Salient Term of the DIP Credit Agreement

Borrower:                Drug Fair Group, Inc.

Guarantors:              CDI Group, Inc.

Administrative Agent:    Bank of America, N.A.

Lenders:                 A syndicate of banks, financial
                         institutions and other entities expected
                         to be comprised of the prepetition
                         lenders, including agent.

DIP Credit Facility:     A total commitment of  $40.00 million
                         comprised of a credit facility.

Term/Maturity Date:      The maturity date is the 30th day after
                         the execution of the DIP credit
                         agreement, unless a final borrowing
                         order has been entered, and if the final
                         borrowing order is entered, the maturity
                         date will be the 120th day after the
                         execution of the DIP credit agreement.

                         The DIP Credit facility will terminate
                         on the earliest of (a) the maturity
                         date; or (b) the agent's notice to the
                         Drug Fair setting the termination date
                         on account of the occurrence of any
                         event of default; or (c) the closing
                         date as defined in the Walgreen APA; or
                         (d) the effective date of a Plan of
                         Reorganization relating to the Drug Fair
                         and its assets.

Interest and
Certain Fees:            The revolver loans will accrue interest
                         at the prime margin rate, which is equal
                         to (i) the highest of (a) the federal
                         funds rate plus 1/2 of 1%, (b) the
                         adjusted LIBOR rate, (c) the prime rate
                         set by BofA plus (ii) the applicable
                         margin rate which is equal to 2.5% for
                         margin loans, 1.125% for documentary
                         L/Cs, and 2.25% for standby L/Cs.

                         Arrangement Fee: $150,000
                         Commitment Fee: $800,000
                         Unused Line Fee: 0.50% per annum

                         Letter of Credit Fee: the applicable
                         margin rate for the weighted average of
                         the outstanding L/Cs during the period
                         for which the fee is earned.

Default Rates:           The rate otherwise in effect plus 2% L/C
                         Fees increased by 2%.

Carve Out:               DIP liens, DIP superpriority claims, the
                         prepetition replacement liens, the
                         prepetition indemnity accounts, and the
                         prepetition superpriority claims are
                         subordinate only to (i) allowed
                         administrative expenses; (ii) allowed
                         and paid professional fees and
                         disbursements incurred by the Debtors
                         and any creditors' committee for any
                         professional retained by a final order
                         of the Court up to an aggregate amount
                         not to exceed $400,000, and (iii) the
                         reported professional fees.

The credit agreement contained certain events of default.

To secure the prepetition first lien liabilities, the Debtors
granted security liens and encumbrances to the prepetition secured
parties upon substantially all of the Debtors' assets and personal
property, with priority over all other liens, with the sole
exception of any liens otherwise expressly permitted to have
priority over the prepetition first liens.

A full-text copy of the Budget is available for free at:

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

                    About Drug Fair Group, Inc.

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/-- fka Community Distributors, Inc. sells
dietary health supplements.

The Debtor and CDI Group, Inc. filed for Chapter 11 protection on
March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898)
Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr
Harrison Harvey Branzburg & Ellers represent the Debtors in their
restructuring efforts.  The Debtors propose to employ Epiq
Bankruptcy Solutions, LLC, as claims agent.  The Debtors listed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


DYCOM INDUSTRIES: Moody's Gives Neg. Outlook; Holds 'Ba2' Rating
----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Dycom
Industries, Inc., to negative from stable.  The existing Ba2
corporate family and probability of default ratings, and the
speculative grade liquidity rating of SGL-1 have been affirmed.

The negative outlook reflects potential for low earnings through
2010 as the weak economy softens demand from cable and
telecommunications customers for Dycom's network maintenance and
construction related services.  Although cyclical exposure risk
has historically been incorporated in Dycom's corporate family
rating, the recent earnings fall off exceeded expectation and
suggests that total return metrics could decline to levels beneath
the Ba2 rating band near term.  In the three months ended January
24, 2009 year-over-year revenues declined 13.8% and the company
generated a slight net loss, before a $97 million interim goodwill
impairment charge.

The affirmation of Dycom's Ba2 corporate family rating reflects
Dycom's low leverage, strong liquidity profile and established
market position with its blue-chip customer base.  For the last
twelve months ended January 24, 2009, debt to EBITDA and EBIT to
interest were 1.7 times and 2.7 times, respectively, on a Moody's
adjusted basis.  The affirmation also reflects long-term end-
market trends, including increased outsourcing by the major
broadband carriers and consumers' need for greater bandwidth,
which bode well for long-term demand prospects.

The affirmation of Dycom's SGL-1 speculative grade liquidity
rating reflects a strong liquidity profile supported by: 1)
internally generated cash flow from operations and $74 million of
cash on hand that together should cover debt service, seasonal
working capital and maintenance capital spending needs; 2) a
multi-year $195 million revolving credit facility with
approximately $143 million of borrowing availability and
expectation of good, though less robust, covenant compliance
headroom; 3) the presence of unpledged assets that could be
monetized rather quickly to boost liquidity.

This rating affirmation has also taken place:

  -- $146 million 8.125% senior subordinate notes due 2015
     affirmed at Ba3 LGD 5, 76%

Moody's last rating action on Dycom occurred September 23, 2008
when the Ba2 corporate family rating was affirmed.

Dycom Industries, Inc., located in Palm Beach Gardens, Florida, is
a leading provider of specialty contracting services in North
America.  Dycom provides engineering, construction and maintenance
services that assist telecommunication and cable television
providers expand and monitor their network infrastructure in a
cost effective manner.  To a lesser extent, Dycom provides
underground locating services for telephone, cable, power, gas,
water, and sewer utilities.  Dycom generated contract revenues of
$1.2 billion for the twelve months ended January 24, 2009.


ENRON CORP: Ex-Workers to Get Share of Bonuses Seized from Execs
----------------------------------------------------------------
Mary Flood at Houston Chronicle reports that Enron Corp. workers
who were laid off around December 2001 will get this year a share
of the more than $30 million in bonuses that lawyers have
collected back from executives and traders.

Houston Chronicle relates that Enron executives and traders
received multimillion-dollar bonuses before the Company filed for
bankruptcy in December 2001.  Enron's bankruptcy judge approved in
August 2002 a deal between the employee committee, Enron, and the
creditors committee giving workers the right to try to get back
the bonuses, Houston Chronicle states, citing James Beldner, a New
York City bankruptcy lawyer who worked on behalf of an employee
committee.

According to Houston Chronicle, Mr. Beldner said that in the years
that followed many of the employees who got the bonuses negotiated
settlements to repay the laid off workers.  Houston Chronicle says
that the remaining 18 or so defendants with bonuses went to trial
in a bankruptcy court in Dallas.  The judge issued in December
2005 an opinion that helped the lawyers for the workers get the
legal right to about $18 million more, states the report.

There are legal machinations to be completed before the funds can
be disbursed, Houston Chronicle states, citing James Beldner, a
New York City bankruptcy lawyer who worked on behalf of an
employee committee.  The report quoted Mr. Beldner as saying, "We
targeted some $38 million in bonuses we believed were wrongfully
paid."  According to the report, Mr. Beldner said that the bonuses
were allegedly paid out as retention bonuses in the month or two
before Enron went bankrupt.

Houston Chronicle reports that before the funds will be dispersed,
legal fees, which represent several years of work and will total
millions of dollars, will be subtracted from the more than
$30 million collected.

                       About Enron Corp.

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

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

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

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


EUTELSAT COMMUNICATIONS: Moody's Lifts Corporate Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
and the probability of default rating of Eutelsat Communications
S.A. ('Eutelsat' or the 'company') to Ba1.  Concurrently, the
ratings on the company's senior unsecured credit facilities were
also upgraded to Ba2.  The outlook for all ratings is stable.  The
ratings upgrade reflects Eutelsat's continued robust operating
performance as well as its sustained efforts towards
infrastructure strengthening while maintaining prudent financial
discipline.

For the year ending June 2008, Eutelsat exceeded its revenue and
EBITDA margin growth objectives (achieved revenues of about
EUR878 million with EBITDA margin of 79.3% against its objective
of Euro 860-870 million with EBITDA margin in excess of 78%) and
revised its mid-term growth objectives upwards covering the period
2008-2011 of achieving a CAGR of 6% (from over 5.5% for the period
2007-10) with an EBITDA margin in excess of 77%.  With good
HY2008-09 results, Eutelsat appears to be well on track to achieve
its recently upwardly revised guidance on revenues of over Euro
910 million and of EBITDA margin in excess of 78% for FY2008-09.
The current ratings factor in Moody's expectation that Eutelsat
can continue with its strategy of maintaining solid growth
momentum with visible organic growth and commensurate profit
development while building on its revenues from Video Applications
as well as focusing on expanding revenues from broadband services
in developed as well as emerging markets.

In addition to the recent successful launches of HOT BIRD 9 and
HOT BIRD 10 under its ongoing ambitious infrastructure investment
programme (with an average annual expected capital expenditure of
EUR450 million over FY2008-11), Eutelsat plans to launch 6 new
satellites over the course of 2009-2011, including the upcoming
launch of W2A, which could be used for S-band payload for 'Solaris
Mobile' (subject to European Commission approval) and KA-SAT, a
Ka-band satellite dedicated for consumer broadband service across
Europe.  Eutelsat's business is characterized by high EBITDA
margins which translate into strong operational cash flows.
However, high levels of capex associated with the current launch
programme together with a progressive distribution policy (pay-out
ratio between 50% and 75% of net income group share during the
period 2008-2011) are expected to hold-back the free cash flow
generation of the company in the near-term.  High capex levels
reflect both, growth and replacement investment.  However, Moody's
would expect the company to be on track to visible free cash flow
generation post completion of the planned investment programme in
2011.

Moody's notes that Eutelsat has committed to adhere to a leverage
target of Net Debt/ EBITDA between 3x-4x over the medium term.
For the last twelve months ending December 31, 2008, Eutelsat
reported debt (including performance incentives, operating leases
and pension adjustments) to EBITDA ratio as calculated by Moody's
of just above 3.5x.  While Moody's expect no significant
improvement in the leverage position of the company in the near
term due to the enhanced capex programme in addition to the
dividend outflows, Moody's draw reasonable comfort from the
company's continued commitment to its leverage target range over
the medium-term.  During the period, Moody's would expect the
company to manage any acquisitions in a prudent manner enabling it
to adhere to its leverage guidance.

The agency believes Eutelsat's liquidity position is sufficient
for its current needs.  The company has no long-term maturities
until 2011 and substantial headroom under its committed bank
facilities.

Upward rating pressure could develop if the company demonstrates
successful execution of its 2009 satellite launches and remains on
track to achieve operating progress in line with its guidance for
the current year.

The last rating action was on April 7, 2008 when Moody's had
changed the rating outlook for Eutelsat Communications S.A. to
positive (from stable).

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

Headquartered in Paris, Eutelsat is a leading, internationally
operating supplier of fixed satellite services.


EXACT SCIENCES: Appoints Kevin Conroy as President and CEO
----------------------------------------------------------
EXACT Sciences Corporation disclosed that on March 18, 2009, the
Company's Board of Directors appointed Kevin T. Conroy as
President and Chief Executive Officer of the Company, effective
April 2, 2009.  Based on the recommendation of the Corporate
Governance and Nominating Committee, the Board also elected Mr.
Conroy to the Board.  Mr. Conroy has not been elected to any
committees of the Board.

As reported on today's Troubled Company Reporter, Jeffrey R. Luber
agreed to resign as President and Chief Executive Officer,
effective April 2, 2009.  Mr. Luber also agreed to resign from the
Company's Board of Directors, effective April 2.  In addition,
Charles R. Carelli, Jr. agreed to resign as Chief Financial
Officer of the Company, effective April 2.

The Board also named Maneesh Arora as Senior Vice President and
Chief Financial Officer of the Company, effective April 2, 2009.

Mr. Conroy, 43, was President and Chief Executive Officer and a
director of Third Wave Technologies, Inc., from December 2005 to
July 2008.  He held several other positions at Third Wave,
including Vice President of Legal Affairs from July 2004 until
December 2005, and General Counsel from October 2004 until
December 2005.  Prior to joining Third Wave, Mr. Conroy worked for
GE Healthcare, where he oversaw the development and management of
its information technologies group intellectual property
portfolio, and developed and executed litigation, licensing, and
product acquisition legal strategies.  Before joining GE
Healthcare, Mr. Conroy was Chief Operating Officer of two early
stage venture-backed technology companies in Northern California.
Prior to those positions he was an intellectual property litigator
at two Chicago law firms, McDermott Will & Emery, and Pattishall,
McAuliffe, Newbury, Hilliard and Geraldson, where he was a
partner.  He earned his B.A. in electrical engineering at Michigan
State University and his J.D. from the University of Michigan.

In connection with his appointment, Mr. Conroy entered into an
employment agreement with the Company on March 18, 2009.  Under
the terms of the Conroy Agreement, Mr. Conroy will serve as
President and Chief Executive Officer, receive a base salary of
$340,000 and is eligible to earn up to 50% of his base salary in
annual bonuses, with the exact amount of any such bonus to be
determined by the Compensation Committee.

Pursuant to the Conroy Agreement, Mr. Conroy will be granted
options to purchase 2.5 million shares of the common stock of the
Company, par value $0.01 per share, at a price equal to the
closing price of the Common Stock on the NASDAQ Capital Market on
March 18, 2009.  Twenty-five percent of the shares underlying the
stock options will become exercisable on the one-year anniversary
of the date of grant, with the remainder vesting quarterly over
the subsequent three years.

Mr. Conroy filed a Form 4 with the SEC to disclose the options.

Mr. Conroy's employment with the Company continues until
terminated in accordance with the Conroy Agreement.  Mr. Conroy
may terminate his employment with the Company without "good
reason" upon 30 business days' written notice to the Company and
with good reason at any time within 90 days after the occurrence
of an event constituting good reason.  The Company may terminate
Mr. Conroy's employment, with or without "cause", upon written
notice to Mr. Conroy.

In the event of termination by the Company without cause or by Mr.
Conroy for good reason, then Mr. Conroy will receive (i) salary
continuation for a period of eighteen (18) months at his then-
current base salary, (ii) any accrued but unpaid base salary as of
the termination date, (iii) any accrued but unpaid bonus
(including any performance-based bonus), (iv) 12 months'
accelerated vesting of any unvested equity awards, and (v) the
right to exercise any vested equity awards until the earlier of
two years from the date of termination or the date such equity
award expires.

In the event of termination by the Company without cause or by Mr.
Conroy for good reason, within 12 months before, or if Mr. Conroy
remains employed with the Company on the effective date of, a
"Change of Control", Mr. Conroy will receive a lump-sum payment
equal to 24 months, which period will be reduced under certain
circumstances, of his then-current base salary.  Upon a Change of
Control and subject to Mr. Conroy's agreement to remain employed
by the Company, if requested, for a period of at least six months
following the Change of Control at his then current base salary,
all of Mr. Conroy's outstanding stock options would become fully
vested and exercisable.

The change of control payments will be subject to increase to
cover any excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended.  The Conroy Agreement also
provides that Mr. Conroy will participate in a long-term incentive
plan to be developed by the Company pursuant to which he will be
eligible for a cash payment upon certain changes of control of the
Company.

The Conroy Agreement prohibits Mr. Conroy from engaging in certain
activities involving competition with the Company for an 18-month
period following termination of his employment with the Company.

                       About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

As reported in the Troubled Company Reporter on Nov. 25, 2008,
As of Sept. 30, 2008, Exact Sciences Corporation's consolidated
balance sheet showed total assets of $7,287,000, total current
liabilities of $6,106,000, and deferred license fees (less current
portion) of $1,688,000, resulting in a stockholders' deficit of
$507,000.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by June 4,
2009, NASDAQ will provide the Company with written notification
that the Company's common stock will be delisted from the NASDAQ
Capital Market.


EXACT SCIENCES: Board Appoints Arora As SVP and CFO
---------------------------------------------------
The Board of Directors of EXACT Sciences Corporation on March 18,
2009, appointed Maneesh Arora as Senior Vice President and Chief
Financial Officer of the Company, effective April 2, 2009.

As reported on today's Troubled Company Reporter, Jeffrey R. Luber
agreed to resign as President and Chief Executive Officer,
effective April 2, 2009.  Mr. Luber also agreed to resign from the
Company's Board of Directors, effective April 2.  In addition,
Charles R. Carelli, Jr. agreed to resign as Chief Financial
Officer of the Company, effective April 2.

The Board has named Kevin T. Conroy as President and Chief
Executive Officer of the Company, effective April 2, 2009.

Mr. Arora, 40, was Senior Vice President and Chief Financial
Officer of Third Wave from January 2006 until July 2008.  He held
several other positions at Third Wave, including Director of
Strategy from 2003 until 2004, and Vice President and successively
Senior Vice President from 2004 until January 2006.  Prior to
joining Third Wave, Mr. Arora was Director of Corporate Strategy
for Nalco Chemical Company.  Mr. Arora began his career at Kraft
Foods as a financial analyst and held several positions of
increasing responsibility during his nine years there.  He earned
a bachelor's degree in economics from the University of Chicago
and an M.B.A from the Kellogg Graduate School of Management.

In connection with his appointment, Mr. Arora entered into an
employment agreement with the Company on March 18, 2009.  Under
the terms of the Arora Agreement, Mr. Arora will serve as Senior
Vice President and Chief Financial Officer of the Company, receive
a base salary of $240,000 and is eligible to earn up to 40% of his
base salary in annual bonuses, with the exact amount of any such
bonus to be determined by the Compensation Committee.

Mr. Arora will be granted options to purchase 1.25 million shares
of Common Stock, at a price equal to the closing price of the
Common Stock on the NASDAQ Capital Market on March 18, 2009.
Twenty-five percent of the shares underlying the stock options
will become exercisable on the one-year anniversary of the date of
grant, with the remainder vesting quarterly over the subsequent
three years.

Mr. Arora filed a Form 4 with the SEC to disclose the options.

Mr. Arora's employment with the Company continues until terminated
in accordance with the Arora Agreement.  Mr. Arora may terminate
his employment with the Company without "good reason" upon 30
business days' written notice to the Company and with good reason
at any time within 90 days after the occurrence of an event
constituting good reason.  The Company may terminate Mr. Arora's
employment, with or without "cause", upon written notice to Mr.
Arora.  In the event of termination by the Company without cause
or by Mr. Arora for good reason, then Mr. Arora will receive (i)
salary continuation for a period of fifteen (15) months at his
then-current base salary, (ii) any accrued but unpaid base salary
as of the termination date, (iii) any accrued but unpaid bonus
(including any performance-based bonus), (iv) 12 months'
accelerated vesting of any unvested equity awards, and (v) the
right to exercise any vested equity awards until the earlier of
two years from the date of termination or the date such equity
award expires.

In the event of termination by the Company without cause or by Mr.
Arora for good reason, within 12 months before, or if Mr. Arora
remains employed with the Company on the effective date of, a
"Change of Control" (as defined in the Arora Agreement), Mr. Arora
will receive a lump-sum payment equal to eighteen (18) months
(which period will be reduced under certain circumstances) of his
then-current base salary.  Upon a Change of Control and subject to
Mr. Arora's agreement to remain employed by the Company (or any
successor), if requested, for a period of at least six (6) months
following such Change of Control at his then current base salary,
all of Mr. Arora's outstanding stock options would become fully
vested and exercisable.  The Arora Agreement also provides that
Mr. Arora will participate in a long-term incentive plan to be
developed by the Company pursuant to which he will be eligible for
a cash payment upon certain changes of control of the Company.

The Arora Agreement prohibits Mr. Arora from engaging in certain
activities involving competition with the Company for an 18-month
period following termination of his employment with the Company.

                       About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

As reported in the Troubled Company Reporter on Nov. 25, 2008,
As of Sept. 30, 2008, Exact Sciences Corporation's consolidated
balance sheet showed total assets of $7,287,000, total current
liabilities of $6,106,000, and deferred license fees (less current
portion) of $1,688,000, resulting in a stockholders' deficit of
$507,000.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by June 4,
2009, NASDAQ will provide the Company with written notification
that the Company's common stock will be delisted from the NASDAQ
Capital Market.


EXACT SCIENCES: Jeffrey Luber Steps Down as President and CEO
-------------------------------------------------------------
EXACT Sciences Corporation disclosed that on March 18, 2009,
Jeffrey R. Luber agreed to resign as President and Chief Executive
Officer, effective April 2, 2009.  Mr. Luber also agreed to resign
from the Company's Board of Directors, effective April 2.

In addition, on March 18, Charles R. Carelli, Jr. agreed to resign
as Chief Financial Officer of the Company, effective April 2.

Messrs. Luber and Carelli have agreed to remain employed by the
Company after April 2, 2009, in non-executive roles to assist with
the management transition.  Following the effective date of their
resignations, Messrs. Luber and Carelli will be entitled to
certain severance benefits in accordance with their previously
disclosed retention agreements.

As reported in today's Troubled Company Reporter, the Company's
Board of Directors appointed Kevin T. Conroy as President and
Chief Executive Officer of the Company, effective April 2, 2009.
Based on the recommendation of the Corporate Governance and
Nominating Committee, the Board also elected Mr. Conroy to the
Board.  Mr. Conroy has not been elected to any committees of the
Board.

The Board also named Maneesh Arora as Senior Vice President and
Chief Financial Officer of the Company, effective April 2, 2009.

                       About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The Company has selected colorectal
cancer as the first application of its technologies.  The Company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The Company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

As reported in the Troubled Company Reporter on Nov. 25, 2008,
As of Sept. 30, 2008, Exact Sciences Corporation's consolidated
balance sheet showed total assets of $7,287,000, total current
liabilities of $6,106,000, and deferred license fees (less current
portion) of $1,688,000, resulting in a stockholders' deficit of
$507,000.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by June 4,
2009, NASDAQ will provide the Company with written notification
that the Company's common stock will be delisted from the NASDAQ
Capital Market.


ESSAR STEEL: S&P Changes Outlook to Negative; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Sault Ste. Marie, Ontario-based Essar Steel Algoma Inc. to
negative from stable.  At the same time, S&P affirmed the 'B'
long-term corporate credit rating on the Company.

Standard & Poor's also affirmed the 'BB-' senior secured debt
rating (two notches above the corporate credit rating on ESA),
while the recovery rating is unchanged at '1', indicating an
expectation of very high recovery (90%-100%) recovery in the event
of default.  In addition, S&P affirmed the 'B-' senior unsecured
debt rating (one notch below the corporate credit rating).  The
recovery rating is unchanged at '5', indicating an expectation of
modest (10%-30%) recovery in a default scenario.

"We revised the outlook based on our expectations that weak steel
industry conditions could result in substantially lower
profitability, which would give ESA less room under the covenants
on its term loan," said Standard & Poor's credit analyst Donald
Marleau.

Currently, the Company is compliant with the financial covenants
in its term loan agreements, but S&P believes that its continued
compliance will hinge on it improving EBITDA in the next two
quarters amid difficult industry conditions.  Prices for ESA's
primary product, hot-rolled coil steel, dropped to US$500 per ton
from record highs of US$1,200 per ton only six months ago,
although steel producers in North America responded quickly by
reducing output by almost 50% to counter slowing demand.  As such,
ESA's shipments will likely be markedly lower in the first half of
2009, as steel service centers continue to destock inventories
with near-term demand remaining uncertain due to weak North
American industrial activity.  S&P expects that lower costs for
key raw material inputs will mitigate some of the price decline,
as prices for the company's contracted iron ore and coking coal
drop in early 2009.

"The ratings on ESA reflect its limited operating diversity, large
debt burden, and the volatility of its end markets," Mr. Marleau
added.

In Standard & Poor's opinion, these risks are counterbalanced by
the Company's good cost profile and integration of key inputs.  In
June 2007, ESA was 100% acquired by Essar Steel Holdings Ltd. for
US$1.6 billion, financed in part with US$1.1 billion of new debt
ESA issued.  The rated debt is nonrecourse to Essar and, hence,
the ratings reflect only ESA's stand-alone credit quality. Essar's
ownership of ESA is not a significant rating factor in S&P's view,
but it might become increasingly important if Essar uses ESA as an
aggressive growth vehicle to execute its North American strategy.

The negative outlook reflects Standard & Poor's view that weak
steel industry conditions will pressure ESA's profitability,
although this weakening will be offset somewhat by lower raw
material costs and significant working-capital release in the
first half of calendar 2009.  S&P would likely lower the rating on
the Company if last 12 months debt to EBITDA increased to more
than 4x, along with a weak steel market outlook, coinciding with
tight covenants on its term loan.  That said, ESA has high
leverage to steel prices, and S&P could revise the outlook to
stable if a combination of improving industry conditions and lower
operating costs kept debt to EBITDA below 4x.  In S&P's view, the
rating on ESA is constrained to the 'B' category because of its
limited operating diversity.


FAIRCHILD CORP: Wants to Sell Banner Assets to Phoenix Affiliate
----------------------------------------------------------------
The Fairchild Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
sell assets of Banner Aerospace Holding Company I, Inc., and its
subsidiaries and assets of Fairchild Realty LLC used by Banner in
its operations.  The sale of Banner assets to the affiliate of
Phoenix Banner LLC for $5 million in cash plus assumption of debts
is subject to bigger and better offers and will be free and clear
of liens and encumbrances.

The Debtors also request the Court to:

   -- establish bidding procedures including, without limitation,
      break-up fee provisions and other bid protections;

   -- approve form of asset purchase agreement;

   -- approve form and manner of notice of sale and treatment of
      executory contracts and unexpired leases; and

   -- schedule a sale hearing date to consider final approval of
      sale and assumption and assignment of executory contracts
      and unexpired leases.

In consultation with the Debtors' professionals, the Debtors'
board of directors have determined to auction Banner companies to
maximize the return for the Debtors, their estates, and all
parties in interest.  Phoenix offered the board that if a buyer
for Banner cannot be found, Phoenix will purchase the banner
companies and finance the Chapter 11 cases through the consumption
of the sale.

The Debtors have also filed a motion seeking to enter a short-term
financing arranged proposed by Phoenix.  The Phoenix DIP Loan is
essentially a bridge loan to work in conjunction with Banner's
existing financing from PNC Bank, N.A.

The Debtors relate that proposed deadline for submitting bids is
April 24, 2009, at 5:00 p.m. (prevailing eastern time.)

In recognition of the expenditure of time, energy, resources and
lost opportunities, the Debtors have agreed, in the event upon the
closing of the sale of the acquired assets to a competing bidder
other than the stalking horse bidder, the Debtors will pay to the
stalking horse bidder a s break-up fee of $1.5 million and an
expense reimbursement of $500,000.  The Debtors agreed further
that, the expense reimbursement will be payable to the stalking
horse bidder in the event that the asset purchase agreement
terminates without a closing for reasons attributable to the
stalking horse bidder.

                      About Phoenix Banner LLC

Phoenix Banner LLC is a Delaware limited liability company that,
through managed funds, has specialized in making privately
negotiated equity and equity related investments in North American
small-capitalization public companies with turn-around
opportunities.  Phoenix is managed by its main principals Philip
S. Sassower and Andrea Goren.  In 2006, the Phoenix Group
indicated an interest in establishing a position in the companies.
The Debtors had a series of negotiations with Phoenix, through
Phoenix FA Holdings, LLC, acquiring from outside shareholders
approximately 30.5% of the outstanding Class A common stock of
Fairchild in December 2007.

                 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.


FIRSTCITY BANK: Closed by Ga. Regulators, FDIC Named as Receiver
----------------------------------------------------------------
The Federal Deposit Insurance Corporation (FDIC) approved the
payout of the insured deposits of FirstCity Bank, based in
Stockbridge, Georgia.  The bank was closed on Friday, March 20,
2009, by the Georgia Department of Banking and Finance, which
appointed the FDIC as receiver.

The FDIC will provide payment to insured depositors by mailing
checks for their insured funds on Monday, March 23, 2009.  Direct
deposits from the federal government, such as Social Security and
Veterans' payments, will be transferred to SunTrust Bank.

Customers of FirstCity Bank with brokered deposits should contact
their brokers about the status of their accounts.  The FDIC will
provide payment for insured brokered deposits once brokers provide
the FDIC with the necessary documents to identify customers and
permit a determination of their insured deposit.

As of March 18, 2009, FirstCity had total assets of $297 million
and total deposits of $278 million.  At the time of closing, the
bank had approximately $778,000 in deposits that exceeded the
insurance limits.  This amount is an estimate that is likely to
change once the FDIC obtains additional information from these
customers.

The FDIC estimates the cost of the failure to its Deposit
Insurance Fund to be approximately $100 million.  FirstCity Bank
is the eighteenth FDIC-insured institution to fail this year.  The
last bank to fail in Georgia was Freedom Bank of Georgia,
Commerce, on March 6, 2009.


FOAMEX INTERNATIONAL: Can Hire Akin Gump as Bankruptcy Co-Counsel
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Foamex International Inc. and its
debtor-affiliates to employ Akin Gump Straus Hauer & Feld LLP as
co-counsel.

Akin Gump is expected to:

   a) advise the Debtors and take all necessary or appropriate
      actions at the Debtors' direction with respect to
      protecting and preserving their, including the defense of
      any actions commenced against them, the negotiation of
      disputes in which they are involved, and the preparation of
      objections to claims filed against their estates;

   b) draft and develop all necessary and appropriate motions,
      applications, answers and orders, reports and other papers
      in connection with the administration of the Debtors'
      estates on behalf of the Debtors, as debtors in possession;

   c) take all necessary or appropriate actions in connection
      with a Plan of Reorganization and related disclosure
      statement and all related documents, and the further
      actions as may be required in connection with the
      administration of the Debtors' estates;

   d) take all necessary or appropriate actions in connection
      with the marketing of the Debtors' business for sale and
      all related actions and documentation thereof; and

   e) perform and advise the Debtors as to all other necessary
      legal services in connection with the prosecution of the
      Debtors' Chapter 11 cases.

Hourly rates of professionals with primary responsibility in the
Chapter 11 cases are:

     Ira S. Dizengoff, Esq., Partner          $875
     Philip M. Abelson, Esq., Counsel         $620
     Brian D. Gelbert, Esq., Counsel          $530
     Joshua Y. Sturn, Esq., Associate          $420

Hourly rates of other professionals of the firm are:

     Partners                               $450 - $1,050
     Special Counsel and Counsel            $250 -   $810
     Associates                             $175 -   $580
     Paraprofessionals                       $75 -   $250

Mr. Dizengoff, a member of Akin Gump, told the Court that
prepetition, Akin Gump received payment of $93,596 for services
rendered.  In addition, the Debtors advanced $250,000 on account
of services in connection with the Chapter 11 cases.  Akin Gump
has a remaining credit balance of $151,593.

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

Mr. Dizengoff can be reached at:

     Akin Gump Straus Hauer & Feld LLP
     One Bryant Park
     New York, NY 10036
     Tel: (1) 212-872-1000
     Fax: (1) 212-872-1002

                      About Foamex International

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

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

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

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


FOAMEX INT'L: Can Hire Cozen O' Connor as Delaware Counsel
----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Foamex International Inc. and its
debtor-affiliates to employ Cozen O' Connor as Delaware counsel.

Cozen is expected to:

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

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

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

   d) perform all other necessary legal services in connection
      with the Bankruptcy cases.

Cozen will render these services in conjunction with Akin Gump
Strauss Hauer & Feld LLP, the Debtors' lead counsel, to avoid
duplication of efforts.

Cozen's professionals with primary responsibility in the Chapter
11 cases and their hourly rates are:

     Mark E. Felger, Shareholder         $575
     Eric L. Scherling, Member           $350

Hourly rates of other professionals are:

     Shareholders                     $350 - $880
     Members                          $265 - $840
     Associates                       $225 - $360
     Paraprofessionals                $125 - $240

Mr. Felger related that prior to the Chapter 11 petition date,
Cozen received payment of $593,257 for services rendered to the
Debtors.  In addition, the Debtors advanced $160,000 on account of
services performed.  Pre-bankruptcy, the fees and expenses
incurred by Cozen and debited against the amount advanced by
Foamex were approximately $110,000 and the remaining credit
balance is $50,000.

Mr. Felger added that Cozen agreed to write off fees totaling
approximately $37,000 for certain services performed prior to the
receipt of the retainer.

Mr. Felger assured the Court that Cozen is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Felger can be reached at:

     Cozen O' Connor
     Suite 1400, Chase Manhattan Centre
     1201 North Market Street
     Wilmington, Delaware 19801
     Tel: (302) 295-2000
          (888) 207-2440
     Fax: (302) 295-2013

                      About Foamex International

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

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

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

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


FREMONT GENERAL: Delays Filing of 2008 Annual Report
----------------------------------------------------
Management has determined that Fremont General Corporation is
unable to file its Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, by the March 16, 2008 due date and it is
not expected that the Company will be able to make that filing
within the 15-day extension permitted by the rules of the U.S.
Securities and Exchange Commission.

In addition to its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company has not yet been able to file its
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2008, June 30, 2008, and September 30, 2008.  The Company is
reviewing the feasibility of completing its 2008 consolidated
financial statements and its consolidated quarterly financial
statements for the quarters ended March 31, 2008, June 30, 2008,
and September 30, 2008 in the context of the Company's bankruptcy
filing.  As a result of these matters confronting the Company, the
Company is not able to determine when it will be able to file its
2008 Annual Report with the SEC.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


FREMONT GENERAL: Exclusive Periods Moved to March 27; Gets Offers
-----------------------------------------------------------------
Pursuant to the United States Bankruptcy Code, Fremont General
Corporation has 120 days from the date of the filing of its
Chapter 11 petition with the Bankruptcy Court in which to file a
plan of reorganization, subject to the Bankruptcy Court's
discretion to grant extensions of this exclusive period.  During
this exclusive period, no other person or entity is permitted to
file a plan of reorganization.  The Company has been granted prior
extensions of its exclusive period.  On March 10, 2009, the
Bankruptcy Court granted the Company's request to extend the
exclusive period to March 27, 2009.

On February 25, 2009, as a result of the marketing efforts of KPMG
Corporate Finance LLC, the Company's financial advisor, the
Company received six non-binding letters of intent from interested
third parties, each of whom is believed to be financially
qualified to serve as a prospective plan proponent.  The Company
continues to evaluate each of these proposals to determine whether
the implementation of any of such proposals through a plan of
reorganization is in the best interest of the Company, its
creditors and its various other constituencies.

The Company cannot provide any assurance that any such plan of
reorganization would be acceptable to the Company's constituents
or that any plan of reorganization will be confirmed by the
Bankruptcy Court.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).   Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq. at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Jonathan D. Petrus, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Official Committee of
Unsecured Creditors as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


FRGR MANAGING: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: FRGR Managing Member LLC
        30 East 29th Street, Suite 204
        New York, NY 10016

Bankruptcy Case No.: 09-11061

Chapter 11 Petition Date: March 9, 2009

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Heidi J. Sorvino, Esq.
                  hsorvino@sgrlaw.com
                  Smith, Gambrell & Russell, LLP
                  26 Broadway, Suite 2400
                  New York, NY 10004
                  Tel: (212) 480-3500
                  Fax: (212) 480-9557

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Reiss Eisenpress LLP           Trade debt        $500,000
425 Madison Ave., 11th Floor
New York, NY 10017
Tel: (212) 753-2424

Hoffinger Stern & Ross, LLP    Trade debt        $300,000
150 East 58th St., 19th Floor
New York, NY 10155
Tel: (212) 421-4000

Stevens & Lee, P.C.            Trade debt        $200,000
485 Madison Ave., 20th Floor
New York, NY 10022
Tel: (212) 319-8500

Buchanan Ingersoll &           Trade debt        $200,000
Rooney PC

Herrick, Feinstein LLP         Trade debt        $30,000


The petition was signed by Mark Stern, managing member.


GENERAL GROWTH: Extends CEO Metz's, Prez Nolan's Terms Until 2010
-----------------------------------------------------------------
General Growth Properties, Inc., on March 6, 2009, entered into
amendments to the employment agreements dated as of October 26,
2008 with Adam S. Metz, the Company's Chief Executive Officer, and
Thomas H. Nolan, Jr., the Company's President.

The Amendments remove the interim designation from the titles of
Messrs. Metz and Nolan, and extend the term of the Agreements from
October 26, 2009, to December 31, 2010.  The Amendments provide
that from and after October 26, 2009, Messrs. Metz and Nolan will
be entitled to participate in the Company's then existing
compensation and equity plans in a manner commensurate with their
positions.

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

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

                         *     *     *

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


GENERAL GROWTH: Fidelity Fund Holds 6.55% Equity Stake
------------------------------------------------------
FMR LLC's Fidelity Disciplined Equity Fund, an investment company
registered under the Investment Company Act of 1940, holds
20,379,481 shares or 6.559% of the total outstanding Common Stock
of General Growth Properties Incorporated at February 28, 2009.

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

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

                         *     *     *

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


GENERAL GROWTH: Moody's Downgrades Senior Debt Ratings to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP to C from Ca senior secured bank debt; to C from Ca
senior unsecured debt.  This concludes Moody's review.

The rating action reflects a heightened likelihood of economic
default and the potential for above-average loss severity on
General Growth and Rouse debt.  The REIT's failure to repay $395mm
in senior unsecured debt bonds at the Rouse Company LP level on
March 16, 2008, coupled with approximately $1.2 billion in past-
due mortgage debt, including $900 million related to mortgage
loans secured by the Fashion Show and Palazzo shopping centers in
Las Vegas, will likely trigger an imminent acceleration of the
Rouse bonds and the GGP senior secured bank debt.

Although the REIT has received consents from the requisite lenders
on March 16th waiving certain identified events of default under
the 2006 Senior Credit Agreement and forbearing from exercise
certain of the lenders' default related rights and remedies with
respect to such identified events of default until December 31,
2009, the REIT is still seeking consents from the holders of
Rouse's unsecured notes (five series with an aggregate outstanding
principal amount of approximately $2.25 billion at December 31,
2008) to forbear from exercising remedies until December 31, 2009.
Importantly, the effectiveness of the forbearance under the 2006
Senior Credit Agreement depends on the successful completion of
the consent solicitation relating to the Rouse notes.  Moody's
stressed that funding and liquidity challenges that lie ahead for
the REIT are burdensome in an increasingly depressed capital
environment.

Moody's also expects more earnings pressure on GGP's operating
retail properties due to the underlying economic conditions,
despite the quality of the portfolio and thus far stable operating
performance.  The master plan community assets will continue to
experience significant operating challenges.

These ratings were downgraded:

* GGP Limited Partnership -- Senior secured bank debt to C from
  Ca, and senior unsecured debt shelf to (P)C from (P)Ca.

* General Growth Properties, Inc. -- Senior secured bank debt to
  C from Ca, and senior unsecured debt shelf to (P)C from (P)Ca.

* The Rouse Company LP -- Senior unsecured debt to C from Ca.

Moody's last rating action with respect to General Growth was on
December 15, 2008, when Moody's downgraded the ratings on General
Growth Properties, Inc., certain of its subsidiaries and The Rouse
Company LP (to Ca from Caa2 senior secured bank debt; to Ca from
Caa2 senior unsecured debt).  The ratings remained on review for
further possible downgrade.

General Growth Properties, Inc. [NYSE: GGP] is headquartered in
Chicago, Illinois, and is one of the largest owners and operators
of regional malls in the United States.  The REIT reported assets
of $29.6 billion, and equity of $1.8 billion, at December 31,
2008.


GENERAL MOTORS: Bondholders Wary Feb. 17 Plan Won't Avert Ch.11
---------------------------------------------------------------
An ad hoc group of holders of General Motors Corp. bonds casts
doubt on the viability of the five-year restructuring plan that GM
presented to the U.S. Department of the Treasury on
February 17, 2009.

In a letter dated March 22, 2009, addressed to Treasury Secretary
Timothy Geithner and advisors to the Presidential Task Force on
the Auto Industry, the bondholders expressed concern that GM is
putting too much faith in a near-term turnaround in the economy
that would enable annual auto sales to reach previous levels.

GM bondholders have been asked to swap 2/3 of the value of their
bonds for stake in the Company.

GM and Chrysler LLC face a March 31 deadline to present the U.S.
government with updated restructuring plans that are to include
details of the debt exchange and a revised labor deal.  GM has
already received $16 billion in bailout funds.  The two automakers
also are trying to convince the government to extend up to $21.6
billion in additional loans to carry them through a worse-than-
anticipated global sales slump, Sharon Terlep at MarketWatch says.

"We do not know if the plan would, in fact, keep the company out
of bankruptcy (in which case the securities received by
bondholders in an exchange would likely be worthless and the
retirement funds and others who counted on these securities would
be left with nothing)," according to the letter prepared by the
group's advisors Houlihan Lokey Howard & Zukin Capital, Inc., and
Paul, Weiss Rifkind, Wharton & Garrison, LLP.

The bondholders pointed out that they have been asked to make
deeper cuts than other stakeholders, noting that they were not
asked to participate in hammering out the restructuring framework
for GM.

"The basis framework for restructuring GM was set out by the
previous administration in the UST bridge loan that remains in
effect in the Obama administration. . . . Others determined what
the bondholders should sacrifice in order to restructure GM," the
letter said.

The letter added, "It appears a purely arbitrary decision was made
in December as to what bondholders would receive.  All other
parties involved in the restructuring process will walk away with
far more.  Many will be paid in full.  It is unclear why it was
decided that GM's bondholders should bear the greatest risk here."

On March 5, the group's advisors presented to the Presidential
Task Force a framework for constructing a debt-to-equity exchange.
The bondholders believe their own framework is consistent with the
government's restructuring objectives under the terms of the UST
brige loan; and provides the best chance of completing the out-of-
court restructuring desired by all parties by securing the
necessary high level of acceptance among GM's bondholders.

"It is only with this high level of acceptance from the thousands
of holders of $28 billion of GM debt that GM can successfully be
restructured out of court," the letter said.

The bondholders also noted that their own framework will be
accepted by institutional investors who hold roughly 80% of GM
unsecured debt; and from retail investors, who hold the remaining
20% and who bought GM bonds in small blocks.

The group said that neither GM nor the auto task force has not
responded to the group's proposal.  The group indicated they're
open for discussions.


GENERAL MOTORS: German Gov't Won't Take Stake in Opel
-----------------------------------------------------
Citing Chancellor Angela Merkel, Reuters reports that the German
government won't take a stake in General Motors Corp. subsidiary
Opel.

Ms. Merkel said that a future business plan for Opel couldn't be
formulated properly until GM's future was clear, Reuters states.
According to the report, Economy Minister Karl-Theodor zu
Guttenberg said that he was talking to potential investors in
Opel, but their interest was tied to the quality of a rescue plan
for GM.

Marcus Walker at The Wall Street Journal relates that Ms. Merkel's
conservative Christian Democrats rejected a call by their
coalition partners, the Social Democrats, for the government to
acquire a stake in Opel.

According to WSJ, conservatives rejected a direct government stake
in Opel.  Christian Democrat parliamentary leader Volker Kauder
insisted that the state couldn't bail out all companies, and that
Opel shouldn't get special treatment, WSJ states.

                       About General Motors

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

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

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: Rule 14a-8 Stockholder Proposals Due March 31
-------------------------------------------------------------
General Motors Corporation will hold its annual meeting of
stockholders on August 4, 2009, in Detroit, Michigan.  The record
date for the annual meeting will be June 12, 2009.

GM said that in recognition of the later date for the annual
meeting, it had reopened the periods for submitting stockholder
proposals under Rule 14a-8 promulgated under the Securities and
Exchange Act of 1934, as amended, and for giving notice of
nominations to the Board of Directors or other matters to be
raised at the annual meeting, under GM's bylaws.  The deadline for
submitting Rule 14a-8 stockholder proposals will be March 31,
2009, and for notice of nominations or other annual meeting topics
will be April 6, 2009.

On March 12, 2009, GM announced that the members of the Canadian
Auto Workers had ratified an agreement with General Motors of
Canada Limited intended to reduce manufacturing costs in Canada by
significantly closing the competitive gap with Japanese automakers
in the United States on active employee labor costs and
substantially reducing GM Canada's legacy costs through
introducing co-pays for health benefits, increasing employee
healthcare cost sharing, freezing pension benefits, and
eliminating cost of living adjustments to pensions for retired
hourly workers.  The 2009 CAW Agreement is conditioned on GM
Canada receiving financial support from both the Federal and
Provincial Governments.

In addition, GM said it had advised the Presidential Task Force on
the Auto Industry that it would not need the $2 billion of funding
for the month of March that it had previously requested.

On March 18, GM amended its current report on Form 8-K filed with
the Securities and Exchange Commission on January 7, 2009, to
provide the Schedules to the Loan and Security Agreement, dated as
of December 31, 2008, by and between GM, as Borrower, the
Guarantors parties thereto, and the United States Department of
Treasury, as Lender.  A full-text copy of the Loan and Security
Agreement, is available at no charge at:

               http://researcharchives.com/t/s?3a7e

Meanwhile, GM Treasurer Walter Gerhardt Borst disclosed his
ownership of GM shares and rights to buy additional shares.  A
full-text copy of Mr. Borst's Form 4 filing is available at no
charge at:

               http://ResearchArchives.com/t/s?3a7f


                       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.


GLOBAL OUTREACH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Global Outreach, S.A.
        dba Global Outreach, Sociedad Anonima
        144 Lake Rd.
        Morristown, NJ 07960

Bankruptcy Case No.: 09-15985

Chapter 11 Petition Date: March 12, 2009

Court: District of New Jersey (Newark)

Debtor's Counsel: David Kasen, Esq.
                  dkasen@kasenlaw.com
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Greg Norman Golf Course        Consulting fee    $879,303
2041 Vista Parkway Level 2
West Palm Beach, FL 33411

Mandelbaum Salsburg            Legal fee         $696,411
155 Prospect Ave.
West Orange, NJ 07052

Schommer Engineering           Consulting fee    $600,000
13 Mount Kemble
Morristown, NJ 07960

Carter, Tom                    Residential       $600,000
                               option agreement

Mita, Eustance                 Residential       $600,000
                               option agreement

Parker Company                 Consulting fee    $575,075

Zurcher                        Consulting fee    $517,200

Mayar, Vipin                   Loan              $508,162

McCaw, Scott                   Residential       460,000
                               option agreement

DEHC Ingenieros                Consulting fee    $367,863

Spass, Bob                     Loan              $350,000

Ingenya Consultores SA         Consulting fee    $317,014

Lehr Associates                Consulting fee    $257,267

Mehling, Brian                 Residential       $225,000
                               option agreement

McCaw, Scott                   Loan              $175,000

Morrison Seiffert Murphy       Consulting fees   $274,353

Schommer, Rusty                Loan              $205,000

Smith, Joseph                  Residential       $260,000
                               option agreements

Sullivan, Patrick and Laura    Loan              $200,250

Bello, Patrick and Sheila      Residential       $200,000
                               option agreement

The petition was signed by Anil C. Kothari, president.


GS MORTGAGE: Fitch Puts Ratings on 2006-GG8 Notes on Neg. Watch
---------------------------------------------------------------
Fitch Ratings places 16 classes of GS Mortgage Securities
Corporation II, series 2006-GG8, on Rating Watch Negative:

  -- $302.3 million class A-J 'AAA';
  -- $26.5 million class B 'AA+';
  -- $53.0 million class C 'AA';
  -- $37.1 million class D 'AA-';
  -- $37.1 million class E 'A+';
  -- $42.4 million class F 'A';
  -- $53.0 million class G 'A-';
  -- $47.7 million class H 'BBB+';
  -- $53.0 million class J 'BBB';
  -- $42.4 million class K 'BBB-';
  -- $26.5 million class L 'BB+';
  -- $15.9 million class M 'BB';
  -- $15.9 million class N 'BB-';
  -- $10.6 million class O 'B+';
  -- $10.6 million class P 'B';
  -- $15.9 million class Q 'B-'.

The Rating Watch Negative placements on classes A-J through Q are
due to the transfer of the third largest loan (4.5%), Pointe South
Mountain Resort, to special servicing in March 2009, as well as
recent transfers to special servicing of three additional loans
(0.7%).  In total, there are five loans in special servicing
(5.4%).

South Pointe Mountain Resort is secured by a 640-key resort hotel
property located in Phoenix, Arizona.  The loan transferred to
special servicing when the sponsor indicated they would no longer
be able to service the debt.  The property underwent renovations
in 2007 and 2008.  As of September 2008, the servicer-reported
trailing 12 month debt service coverage ratio of 0.60 times (x)
and occupancy of 67%.

The second largest specially serviced asset (0.4%) is an office
property located in Clearwater, Florida.  The loan transferred to
special servicing for imminent default in December 2008.

The third largest specially serviced asset (0.3%) is a real-estate
owned industrial property located in Ft. Myers, Florida.  The loan
transferred to special servicing for monetary default in July
2008.

Fitch expects to resolve the Rating Watch status of these classes
as more information on the potential workout and valuation of the
assets becomes available.


HALLWOOD ENERGY: Sec. 341(a) Meeting Scheduled for April 9
----------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, will
convene a meeting of Hallwood Energy, L.P.'s creditors on
April 9, 2009, at 2:00 p.m.., at the Office of the U.S. Trustee,
100 Commerce St., Room 976, in Dallas.

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

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

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., at Rochelle McCullough
L.L.P., represents the Debtors as counsel.  The Debtors' business
consultant and CRO is Blackhill Partners LLC.  When the Debtors
filed for Chapter 11 protection, they listed assets of between $50
million and $100 million, and debts of between
$100 million and $500 million.


HALLWOOD ENERGY: U.S. Trustee Appoints 5-Member Panel
-----------------------------------------------------
William T. Neary, the United States Trustee for Region 6,
appointed five creditors to serve on the official committee of
unsecured creditors in Hallwood Energy, L.P. and its debtor-
affiliates' jointly administered Chapter 11 cases.

The Creditors Committee members are:

   a) David Goldberg
      Union Drilling, Inc.
      4055 International Plaza
      Suite 610
      Fort Worth, TX 76109
      Tel: (817) 546-4325
      Fax: (817) 546-3329
      dgoldberg@uniond.com

   b) Scott DuBois
      Premier Pipe, LP
      654 N. Sam Houston Parkway East, Suite 300
      Houston, TX 77060
      Tel: (832) 300-8107
      Fax: (832) 300-8198
      subois@prempipe.com

   c) J.C. Gallet
      Oil Country Tubular Corporation
      P.O. Box 51123
      Lafayette, LA 70505
      Tel: (337) 233-2102
      Fax: (337) 269-9335
      jc@oilcountrytubular.com

   d) Adam M. Vela
      Cimarex Energy Co.
      1700 Lincoln Street, Suite 1800
      Denver, CO 80203
      Tel: (303) 285-4974
      Fax: (303) 285-9299
      avela@cimarex.com

   e) Ron Hess
      W-B Supply Company
      P.O. Drawer 2479
      Pampa, TX 79066-2479
      Tel: (806) 669-1103
      Fax: (806)669-0369
      kay@W-bsupply.com

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., at Rochelle McCullough
L.L.P., represents the Debtors as counsel.  The Debtors' business
consultant and CRO is Blackhill Partners LLC.  When the Debtors
filed for Chapter 11 protection, they listed assets of between
$50 million and $100 million, and debts of between $100 million
and $500 million.


HERBST GAMING: Files for Bankruptcy to Implement Prepack Plan
-------------------------------------------------------------
Herbst Gaming, Inc., and certain of its subsidiaries filed
voluntary chapter 11 petitions before the U.S. Bankruptcy Court
for the District of Nevada on March 22, 2009.

As reported by the Troubled Company Reporter, Herbst Gaming and
its affiliates entered into a letter agreement on March 9, with:

   (i) lenders holding, in the aggregate, approximately 68% in
       amount of all of the outstanding claims under the
       company's Second Amended and Restated Credit Agreement,
       dated as of January 3, 2007, as amended;

  (ii) Messrs. Edward J. Herbst, Timothy P. Herbst and Troy D.
       Herbst, in their capacities as equity holders of the
       company; and

(iii) Terrible Herbst, Inc. and certain of its affiliates, in
       their capacities as parties to agreements with the company
       or the Subsidiary Guarantors.

Pursuant to the Agreement, the parties are contractually obligated
to support the restructuring of the Company and the Subsidiary
Guarantors in accordance with the terms of the Term Sheet included
in the Agreement.

The parties agreed that the proposed Restructuring will be
implemented pursuant to a joint plan of reorganization concerning
the company and each of the Subsidiary Guarantors and will
principally consist of:

   -- A separation of the Company's casino and slot route
      businesses into two holding companies.

   -- Conversion of all outstanding obligations under the Senior
      Credit Facility into debt and equity of the reorganized
      companies, with the lenders under the Senior Credit
      Facility receiving 100% of the new equity of the
      reorganized casino business, and with the casino business
      holding company owning 10% of the new equity of the
      reorganized slot route business.

   -- Termination of all outstanding obligations under the
      company's 8-1/8% Senior Subordinated Notes due 2012 and the
      company's 7% Senior Subordinated Notes due 2014.

   -- Cancellation of 100% of the existing equity in the company,
      which is currently held by Messrs. Edward J. Herbst,
      Timothy P. Herbst and Troy D. Herbst.

   -- Amendments or modifications to, or assumptions and
      assignments of, the company's related party agreements, or
      new agreements to be entered into, with the THI Parties and
      settlements of claims with the THI Parties in connection
      with the related party agreements.

   -- Receipt by certain of the THI Parties of 90% of the new
      equity of the holding company for the slot route business
      in exchange for the contribution of a new gaming device
      license agreement.

The Plan will, among other things, provide for payment in full of
all trade creditors.

Milbank, Tweed, Hadley & McCloy LLP, represents the Consenting
Lenders, and Latham & Watkins LLP, represents the THI Parties.

The Consenting Parties, among other things, have agreed that
interest payments to be made to the lenders under the Senior
Credit Facility from the effective date of the Agreement through
the Petition Date will consist of:

   (i) a payment of interest due under the Senior Credit Facility
       on December 1, 2008 ($5,101,752.49);

  (ii) a payment of $3.0 million as a portion of interest due
       under the Senior Credit Facility on January 1, 2009, and

(iii) a payment in an amount equal to the Debtors' Estimated
       Week Ending Cash Balance -- as reflected on the Herbst
       Gaming, Inc. Weekly Cash Flow Variance Analysis -- in
       excess of $100 million as of the close of business on
       March 13, 2009, to be (x) calculated based upon the Herbst
       Gaming, Inc. Weekly Cash Flow Variance Analysis (taking
       full account of all interest payments and any payments to
       the Debtors' restructuring professionals that are expected
       to be made prior to the Petition Date), and (y) paid on
       Wednesday, March 18, 2009.

A full-text copy of the letter agreement and restructuring term
sheet is available at no charge at:

               http://ResearchArchives.com/t/s?3a42

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The company owns and operates approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1,021,956 and total liabilities of $1,241,937, resulting in a
stockholders' deficit of $219,981.

For three months ended Sept. 30, 2008, the company posted net loss
of $22,399 compared with net loss of $28,897 for the same period
in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $101,252 compared with net loss of $34,115 for the same period
in the previous year.

At Sept. 30, 2008, the company has $110.4 million in cash and cash
equivalents.  The company has fully drawn its revolving line of
credit, and the commitments of its lenders have been terminated
under the amended Credit Agreement.   As a result of the Notice of
Acceleration, the company is prohibited from making interest or
other payments related to its Subordinated Notes, including the
interest payments that are past due and that are due in November
and December 2008.


HERBST GAMING: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Herbst Gaming Inc.
        345 N. Arlington
        Reno, NV 89501

Bankruptcy Case No.: 09-50752

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Zante, Inc.                                        09-50746
The Sands Regent                                   09-50747
Plantation Investments, Inc.                       09-50748
Last Chance, Inc.                                  09-50749
California Prospectors, Ltd.                       09-50750
Dayton Gaming, Inc.                                09-50751
Flamingo Paradise Gaming, Llc                      09-50753
E-T-T, Inc.                                        09-50754
Market Gaming, Inc.                                09-50755
The Primadonna Company, LLC                        09-50756
HGI-Lakeside, Inc.                                 09-50757
HGI-St. Jo, Inc.                                   09-50758
HGI-Mark Twain                                     09-50759
Cardivan Company                                   09-50760
Corral Coin                                        09-50761
Corral Country Coin, Inc.                          09-50762
E-T-T Enterprises, Inc.                            09-50763

Type of Business: Herbst is an established casino and slot
                  route operator that operates casinos located in
                  Nevada, Missouri and Iowa.  The Debtors own and
                  operate approximately 6,800 slot machines in
                  its slot route business and is a slot machine
                  operator in Nevada.

                  See: http://www.herbstgaming.com/

Chapter 11 Petition Date: March 22, 2009

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Thomas H. Fell, Esq.
                  tfell@gordonsilver.com
                  3960 Howard Hughes Pky. 9th Floor
                  Las vegas, NV 89109
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666

The Debtors' financial condition as of September 30, 2008:

Total Assets: $1,021,956,000

Total Debts: $1,241,937,000

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
US Bank N.A.                   7% senior subord.  $170,000,000
60 Livingston Avenue           notes due 11/15/12
Saint Paul, MN 55107-2292

U.S. Bank. N.A.                8-1/8 senior       $160,000,000
Attn: Frank Leslie             subord. notes due
60 Livingston Avenue           06/01/12
Saint Paul, MN 55107-2292

Paul Rosheki                   judgment           $1,342,662
Attn: Adam Levine, Esq., at
Daniel Marks Law Office
302 E. Carson Avenue, Ste. 702
Las Vegas, NV 89101

Casey Cavin                    lawsuit            unknown

Donald Phillips                injury claim       unknown

KMart Corporation              lawsuit            unknown

Lathan Dilger                  injury claim       unknown

Patrick Sims                   lawsuit            unknown

United Coin Machine Co.        pending case       unknown

The petition was signed by Troy D. Herbst, secretary and
treasurer.


HERITAGE CENTER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Heritage Center, Inc.
        3256 Waterstone Court
        Furlong, PA 18925

Bankruptcy Case No.: 09-16019

Chapter 11 Petition Date: March 12, 2009

Court: District of New Jersey (Camden)

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  aciardi@ciardilaw.com
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Exteriors Associates, Inc.                       $415,343
668 Mary Street
Warminster, PA 18974

Toll Brothers, Inc.                              $366,095
250 Gibralter Road
Horsham, PA 19044

HBG-Land Development Pro Form                    $258,689
c/o Anthony Maras
2500 York Road
Jamison PA 18929

Blooming Glen Contractors Inc.                   $216,993

Sunrise Concrete Co., Inc.                       $212,273

PECO Energy                                      $178,000

Pendel & Co, Inc.                                $164,624

Nova Carpentry Inc.                              $141,413

McElderry Drywall, Inc.                          $133,650

Magic Construction, Inc.                         $104,631

North Concrete Co., Inc.                         $102,985

Chase-Thomas Contractors Inc.                    $96,940

A-1 Fire Protection, Inc.                        $82,116

Universal Forest Products Inc.                   $82,049

Fenton Algard Corp.                              $69,560

Heritage Nurseries, Inc.                         $67,723

JA Smith Heating & Air                           $56,065

Alside Supply Center                             $48,770

Wm. M. Young Co., LLC                            $44,759

PMT Contracting Company Inc.                     $44,625

The petition was signed by Richard R. Carroll, Jr., president.


INDALEX HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Indalex Holdings Finance, Inc.
        75 Tri-State International, Suite 450
        Lincolnshire, IL 60069

Bankruptcy Case No.: 09-10982

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Indalex Holding Corp.                              09-10983
Indalex Inc.                                       09-10984
Caradon Lebanon, Inc. Walsh                        09-10985
Dolton Aluminum Company, Inc. Walsh                09-10986

Type of Business: The Debtors through their operating
                  subsidiaries Indalex Inc. and Indalex Ltd.,
                  with headquarters in Lincolnshire, Illinois,
                  produce soft alloy aluminum extrusion products
                  in North America.  The Debtors' aluminum
                  extrusion products are used throughout
                  industrial, commercial, and residential
                  applications.

                  The Debtors' North American network includes 11
                  extrusion facilities, 31 extrusion presses with
                  circle sizes up to 14 inches, a variety of
                  fabrication and close tolerance capabilities,
                  two anodizing operations, two billet casting
                  facilities, and six electrostatic paint lines,
                  including powder coat capability.

                  See: http://www.indalex.com/

Chapter 11 Petition Date: March 20, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Donald J. Bowman, Jr., Esq.
                  bankfilings@ycst.com
                  Michael R. Nestor, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Claims Agent: Epiq Bankruptcy Solutions LLC

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

Total Assets: $365,000,000

Total Debts: $456,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
ALBA ALUM. BAHRAIN             trade             $7,133,855
B.S.C. (C)
P.O. Box 20079
Manama,
Kingdom of Bahrain
Phone: 9-731-783-505

ALCOA INC                      trade             $6,012,710
Attn: Robin
PO Box 360035M
Pittsburg, PA 15251
Tel: (742) 337-5816
Fax: (742) 339-6702

Rio Tinto Alcan                trade             $5,000,000
P.O. Box 100152
Pasadena, CA 91189-0152
Tel: (514) 847-3574
Fax: (514) 848-1463

Scholz Aluminum GmbH           trade             $2,499,350
EuralKFT
Attn: Oscar Penin
Tatabanya, Hungary
Phone: 36-34-511-290/317-217
Fax: 36-34-510-700/311-958

Asia Aluminum Mfg.             trade             $1,834,703
Attn: James Zhou
12/F, Railway Plaza
39 Chatham Road, South
Tsimshatsui, Hong Kong
Phone: 852-2789-0200
Fax: 852-2398-1808

Trendset Inc.                  trade             $1,227,029
4 Interchange Blvd.
Greenville, SC 29607
Phone: 864-297-9255
Fax: 864-272-3203

Press Metal International      trade             $1,079,618
Area C Sanshui Industrial
Park
Sanshui District
Foshan City, GD
China 528137
Tel: 86-757-873-6333
Fax: 86-757-873-6398

Conoco Resources Co., Ltd.     trade             $1,029,000
2221 Edge Lake Dr., Suite 110
Charlotte, NC 28217
Tel: (704) 329-0300
Fax: (704) 329-0302

Exco Extrusion Dies, Inc.      trade             $720,591
P.O. Box 399
New Baltimore, MI 48047-0399
Tel: (586) 749-5400
Fax: (586) 749-7360

Ohio Valley Aluminum Co. LLC   trade             $600,000
PO Box 640583
Cincinnati, OH 45264-0583
Tel: (502) 633-2783
Fax: (502) 633-0589

AIM Dedicated Logistics        trade             $552,000
1500 Trumbull Rd.
Girard, OH 44420
Tel: (330) 759-0438
Fax: (330) 759-3721

Southeastern Extrusion Tool    trade             $420,000
Inc.
P.O. Box 2218
Florence, AL 35630
Tel: (256) 766-6421
Fax: (256) 766-1039

PPG Industries Inc.            trade             $415,000

Metal Exchange Corp.           trade             $350,000

J.B. Hunt Transport Inc.       trade             $314,000

Alexin LLC                     trade             $272,000

Hao Mei Aluminum Co., Ltd.     trade             $240,774

AIM National Leasing           trade             $240,000

Thumb Tool & Engineering       trade             $219,000

NL Ventures VI Industry, LLC   trade             $207,182

Protiviti                      trade             $201,000

Schupan and Sons, Inc.         trade             $189,000

Vogen Funding LP               trade             $182,950

Bax Global Inc.                trade             $150,029

Geisinger Health Plan          trade             $141,514

Akzo Nobel Coatings Inc.       trade             $140,000

Brite Electric, Inc.           trade             $136,766

Michiana Industrial            trade             $136,474
Maintenance

Wilheit packaging              trade             $130,827

Crorey, Taylor & Fell          trade             $128,000

R.L. Best Company              trade             $124,000

The petition was signed by Timothy R.J. Stubbs, president and
chief executive officer.


INLET RETAIL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Inlet Retail Associates, LLC
        4199 Campus Drive, Ste 550
        Irvine, CA 92612

Bankruptcy Case No.: 09-02066

Chapter 11 Petition Date: March 19, 2009

Court: District of South Carolina (Columbia)

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  inn@nosslaw.com
                  Ivan N. Nossokoff, LLC
                  1470 Tobias Gadson Blvd., Suite 107
                  Charleston, SC 29407
                  Tel: (843) 571-5442

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rait Partnership, LP           Mortgage, UCCs;   $18,667,377
Attn: Mike Beatty              Value: $ 280,991;
2929 Arch St, 17th Floor       Net Unsecured:
Tel: 215-243-9078              $18,386,385

Vratsinas Construction Co.     Mechanics Lien    $4,590,441
1000 Abernathy Rd NE           f/Jan. 4, 2008;
Georgetown SC 29442            Net Unsecured:
Tel: 770-225-1900              $4,590,441

Baker Roofing Company          Mechanics Lien    $554,183
517 Mercury St                 f/Apr. 15-17 '08;
Raleigh, NC 27603              Net Unsecured:
Tel: 919-828-2975              $554,183

Precision Walls Inc.           Mechanics Lien    $189,053
                               f/Dec. 14, 2007;
                               Net Unsecured:
                               $189,053

Jones Lang LaSalle             Mgmt Fees, Lease  $185,612
                               Commissions

Service Management Systems     Housekeeping Svcs $98,950

Cupkovic Architecture LLC      Mechanics Lien    $84,189
                               f/March 12, 2008
                               Net Unsecured:
                               $84,189

IPC International Corp         Security Svcs     $78,627

Voss Cook & Thel LLP                             $49,824

Thorson Baker & Associates                       $30,814

MB Kahn Construction Co., Inc. Mechanics Lien    $25,235
                               f/June 4, 2008
                               Net Unsecured:
                               $25,235

General Landscape Maintenance                    $18,750

DDC Engineers Inc                                $15,976

Sun Publishing/Sun News                          $7,458

Nathan P Fishkin               Unreimbursed      $6,957
                               expenses

Charles E Fancher, Jr.         Unreimbursed      $4,234
                               expenses

Harvest Recovery Services                        $4,041

SiteStuff Inc                                    $3,115

We Sweep                       Parking Lot       $2,950
                               Sweeping

Next Media Radio Operations                      $1,881

The petition was signed by Nathan P. Fishkin, manager.


INVERNESS MEDICAL: Moody's Lifts Corporate Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Inverness Medical Innovations, Inc., to B1 from B2.  The upgrade
reflects improving financial performance in recent quarters,
substantial progress with the integration of major acquisitions in
2007 and 2008, and Moody's expectation that the company will
continue to expand margins and improve cash flow generation.
Concurrently, Moody's upgraded the company's first lien facilities
to Ba3 from B1 and the second lien term loan to B3 from Caa1.  The
outlook for the ratings is stable.

In addition, Moody's assigned a Speculative Grade Liquidity rating
of SGL-3 to Inverness Medical, which reflects adequate liquidity.
The liquidity rating balances available cash and Moody's
expectation of improved free cash flow generation, with limited
remaining committed external liquidity under the revolver.

The ratings benefit from Inverness Medical's strong competitive
position within the point-of-care diagnostic tools market, credit
metrics in line with the B1 Corporate Family Rating as well as
solid cash flow generation.  The company's diverse product
offering, supported by a track record of technological innovation,
positions the company well to serve hospitals and other healthcare
providers.  Although questions remain as to the extent of possible
synergies with the diagnostics business, the company's recent
expansion into health and wellness programs through the
acquisitions of Alere Medical, ParadigmHealth and Matria provides
diversification benefits.  The company's health management
business also benefits from a diverse customer base which includes
private and government sponsored health plans, and large
employers.

Leverage remains relatively high in the context of the company's
growth strategy and a recent string of transformative
acquisitions.  The ratings are further constrained by Inverness
Medical's acquisitive growth strategy, ongoing integration risk
associated with material acquisitions and technological risk
inherent in the highly competitive medical diagnostics industry.
Although clearly diversifying, the strategic rationale for
Inverness Medical's relatively recent expansion in health
management remains unproven and presents additional risks
associated with the potential for significant incremental
investment requirements and execution risks.  Ongoing
reimbursement pressures on healthcare providers and insurers
present additional risks.

Moody's took these rating actions:

  -- Upgraded the Corporate Family Rating to B1 from B2;

  -- Upgraded the Probability of Default Rating to B1 from B2;

-- Upgraded the $150 million Senior Secured Revolver due 2013
   to Ba3 (LGD3, 35%) from B1 (LGD3, 34%);

  -- Upgraded the $900 million Senior Secured Term Loan due 2014
     Ba3 (LGD3, 35%) from B1 (LGD3, 34%);

  -- Upgraded the $250 million Second Lien Term Loan due 2015 to
     B3 (LGD5, 81%) from Caa1 (LGD5, 82%); and

  -- Assigned a Speculative Grade Liquidity rating of SGL-3.

The outlook for the ratings is stable.

The last rating action on Inverness was taken on June 19, 2008,
when the company's B2 Corporate Family Rating was confirmed.

Inverness Medical Innovations, headquartered in Waltham,
Massachusetts, operates in health management, professional and
consumer diagnostics, as well as vitamins and nutritional
supplements.  The health management business includes disease
management, maternity management, and wellness.  Through its
professional and consumer diagnostics businesses, Inverness
Medical develops, manufactures and markets advanced consumer and
professional medical diagnostic products.  Diagnostic products
focus on infectious disease, cardiology, oncology, drugs of abuse
and women's health.  Pro forma for recent acquisitions, revenues
for fiscal 2008 were about $1.8 billion.


IRON HORSE: 3 Creditors File Ch. 7 Petition for Probe on Deals
--------------------------------------------------------------
Nicole Formosa at Bicycleretailer.com reports that Fairly Bike
Manufacturing Co., Ltd., Shenzhen Bo-An Bike Co., Ltd., and
Acetrikes Bicycle Co. have filed a Chapter 7 bankruptcy petition
for Iron Horse Bicycle Company in the U.S. Bankruptcy Court for
the Eastern District of New York.

Bicycleretailer.com states that Iron Horse has until March 25 to
object the petition.

According to Bicycleretailer.com, the three Asian factories are
seeking to recover more than $5 million in debt from Fairly Bike.
Court documents say that Iron Horse owes:

     -- $1.44 million to Fairly Bike,
     -- $2.76 million to Shenzhen Bo-An, and
     -- $942,500 to Acetrikes Bicycle.

Fairly Bike, et al., says Bicycleretailer.com, asked the Court for
a hearing and an examination of books, records, and other
documents of Iron Horse, its executives and other affiliates.
According to court documents, they claimed that Iron Horse's
lender, the CIT Group, tried to initiate a private sale of the
Debtor's assets to Dorel Industries more than a year ago without
proper notice or compliance with the Uniform Commercial Code.  The
sale was allegedly for an undervalued $2 million, says the report.

Dorel Industries undertook talks with secured creditors of Iron
Horse, but "there was considerable back and forth on terms and
conditions, however no deal was ever reached," Bicycleretailer.com
states, citing Dorel Industries spokesperson Rick Leckner.

Bicycleretailer.com relates that creditors accused Iron Horse
principals of financial misconduct, including writing off
receivables owed by Randall Scott Cycle Company and putting
spouses on Company payroll in exchange for little or no work.

Iron Horse Bicycle Company -- http://www.ironhorsebikes.com/-- is
a bicycle manufacturer based in Islandia, New York.


ISOLAGEN INC: Faces Cash Crunch in Two Weeks, Warns of Bankruptcy
-----------------------------------------------------------------
Isolagen(TM), Inc. currently estimates that its unrestricted,
available cash resources will allow the Company to continue in
operation for approximately two weeks under its current operation
plan.  The Company continues to pursue potential financing
alternatives and potential strategic partnership discussions.
However, there can be no assurance that any such potential
financing alternative will be completed on terms acceptable to the
Company, or successfully completed at all.  Further, there can be
no assurance that any potential strategic partnership discussions
will be completed on terms acceptable to the Company, or completed
at all.

If the Company does not obtain additional funding, or anticipate
additional funding in the very near future, the Company may enter
into bankruptcy, and possibly cease operations.  In addition, as
previously disclosed, the Company currently has a debt liability
of approximately $89.7 million related to its 3.5% subordinated
notes, which could be called due, at the option of the note
holders, as early as November 2009.  Interest on the notes is due
semiannually on May 1 and November 1.

Further, the Company is pursuing the potential sale of its 57%
ownership interest in Agera Laboratories, Inc. There can be no
assurance that a sale of this ownership interest will be completed
on terms acceptable to the Company, or successfully completed at
all.

                         About Isolagen

Isolagen(TM), Inc. (ILE:ILE) -- http://www.isolagen.com/-- is an
aesthetic and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in clinical development for a
broad range of aesthetic and therapeutic applications including
wrinkles, acne scars, burns and periodontal disease.  Isolagen
also commercializes a scientifically-advanced line of skincare
systems through its majority-owned subsidiary, Agera(R)
Laboratories, Inc.


ISOLAGEN INC: Receives Notification Letter From Amex
----------------------------------------------------
Isolagen(TM), Inc., on March 17, 2009, received notice from the
Amex notifying the Company it is not in compliance with Section
1003(a)(iv) of the Exchange's Company Guide.  Specifically, the
Exchange staff noted that the Company sustained losses which are
so substantial in relation to its overall operations or its
existing financial sources that is appears questionable, in the
opinion of the Exchange, as to whether the Company will be able to
continue operations or meet its obligations as they mature.

The Company received a notice from the Exchange on March 12, 2008,
advising the Company that it was not in compliance with Sections
1003 (a)(i)-(iii) of the Company Guide.

The Company's plan to bring itself back into compliance by
September 14, 2009 in connection with the previous notice was
accepted by the Exchange in August 2008.

The Company currently intends to submit a plan in response to the
most recent notice by April 17, 2009 outlining its compliance
strategy with the current continued listing deficiency by
September 14, 2009, subject to the Company successfully completing
a sufficient financing transaction or strategic partnership prior
to April 17, 2009.  If the Company's plan to regain compliance is
accepted by the Exchange, the Company may be able to continue its
listing during this period, during which time it will be subject
to periodic review to determine progress consistent with the plan.
If the Company does not submit a plan or if the plan is not
accepted by the Exchange, the Company will be subject to delisting
procedures as set forth in the Company Guide.

Under Company Guide rules, the Company has the right to appeal the
determination by the Exchange staff to initiate delisting
proceedings and to seek a hearing before an Exchange Panel.  The
time and place of such a hearing will be determined by the Panel.
If the Panel does not grant the relief sought by the Company, its
securities could be delisted from the Exchange. There is no
assurance that the Exchange staff will accept the Company's plan
of compliance or that, even if such plan is accepted, the Company
will be able to implement the plan within the prescribed
timeframe.

In addition, the Exchange's notice states that the Company's
common stock has closed at between $0.15 and $0.87 per share over
the last six months, and that the Staff is concerned that, as a
result of the low selling price, the Company's common stock may
not be suitable for auction market trading.  Pursuant to Section
1003(f)(v) of the Company Guide, the Exchange has notified the
Company that it deems it appropriate that the Company effect a
reverse stock split within a reasonable amount of time in view of
the fact that the Company's common stock has been selling for a
substantial period of time at a low price per share.

                         About Isolagen

Isolagen(TM), Inc. (ILE:ILE) -- http://www.isolagen.com/-- is an
aesthetic and therapeutic company committed to developing and
commercializing scientific advances and innovative technologies.
The company's technology platform includes the Isolagen
Process(TM), a cell processing system for skin and tissue
rejuvenation which is currently in clinical development for a
broad range of aesthetic and therapeutic applications including
wrinkles, acne scars, burns and periodontal disease.  Isolagen
also commercializes a scientifically-advanced line of skincare
systems through its majority-owned subsidiary, Agera(R)
Laboratories, Inc.


JACUZZI BRANDS: Weak Customer Demand Cues Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Jacuzzi Brands Corp. to Caa2 from B3.  In a related
action, Moody's lowered the ratings on the first lien term loan B
to B3 from B1 and the second lien term loan to Caa3 from Caa1.
The rating outlook remains negative.

The rating downgrade and negative outlook reflect Moody's view
that weakened customer demand and falling earnings, in large part
due to the continued deterioration of remodeling and residential
construction end-markets in the U.S. and Europe, have
significantly weakened Jacuzzi's capital structure and liquidity
profile.  The Caa2 rating is a reflection of Jacuzzi's elevated
leverage, weak interest coverage and the expectation that
difficult business conditions and contracting consumer
discretionary spending will continue to challenge Jacuzzi's
operations throughout 2009.

Moody's expects earnings to benefit from restructuring activities
completed early in 2009, however the improvements are expected to
be largely offset by expected volume declines across Jacuzzi's
businesses.  As a result, earnings are expected to remain weak
over the next twelve months.  In Moody's view, Jacuzzi's liquidity
profile has deteriorated in conjuction with recent earnings
declines as cash consumption increased, revolver availability
eroded and reliance on the revolver has increased.  While Moody's
acknowledges the benefits of Jacuzzi's covenant-lite loan
agreement and potential improvements in cash generation in 2009,
Moody's believes that declining sales, receivables and inventories
may limit the borrowing base on the revolver in 2009 placing
additional stress on the company's liquidity profile.

These ratings/assessments have been affected:

  -- Corporate family rating, downgraded to Caa2 from B3;

  -- Probability of default rating, downgraded to Caa2 from B3;

  -- $170 million senior secured first lien term loan B, due 2014,
     downgraded to B3 (LGD2, 29%), from B1;

  -- $15 million synthetic letter of credit facility, due 2014,
     downgraded to B3 (LGD2, 29%), from B1 (LGD3, 30);

  -- $150 million second lien term loan, due 2014, downgraded to
     Caa3 (LGD5, 79%) from B3 (LGD5, 78).

The last rating action was on June 12, 2008, when the corporate
family rating was downgraded to B3 from B2.

Jacuzzi Corporation, headquartered in Chino Hills, California, is
a leading global producer of premium branded water therapy and
water comfort products for the residential remodeling and
construction markets.


LAMAR ADVERTISING: Moody's Cuts Corp. Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service downgraded Lamar Advertising Company's
Corporate Family rating to Ba3 from Ba2, Probability of Default
Rating to Ba3 from Ba2, senior secured credit facilities to Ba1
from Baa3 and senior subordinated notes to B2 from Ba3.  Moody's
lowered the company's Speculative Grade Liquidity rating to SGL-4
from SGL-3.  In addition, Moody's assigned a Ba3 rating to Lamar
Media Corporation's new $277.8 million Senior Unsecured Notes due
2014.

The rating outlook was revised from negative to stable.

Downgrades:

Issuer: Lamar Advertising Company

  -- Corporate Family Rating, Downgraded to Ba3 from Ba2

  -- Probability of Default Rating, Downgraded to Ba3 from Ba2

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

Issuer: Lamar Media Corporation

  -- Multiple Seniority Shelf, Downgraded to (P)Ba3, LGD4, 53%
     from (P)Baa3, LGD2, 22%

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to B2,
     LGD5, 82% from Ba3, LGD5, 74%

  -- Senior Secured Bank Credit Facility, Downgraded to Ba1, LGD2,
     18% from Baa3, LGD2, 22%

Assignments:

Issuer: Lamar Media Corporation

  -- Senior Unsecured Regular Bond/Debenture assigned Ba3, LGD4,
     53%

Outlook Actions:

Issuer: Lamar Advertising Company

  -- Outlook, Changed To Stable From Negative

The downgrade reflects Moody's opinion that Lamar's credit metrics
will come under significant pressure in 2009 due to weaker than
previously expected operating conditions.  These conditions are
due to significant cutbacks in advertising budgets by several
industries in the face of the cyclical downturn in the economy.
As a result, Moody's believe that the company will be challenged
to sustain debt-to-EBITDA leverage under 6.0x commensurate with
its former Ba2 rating for the next 24 months as Moody's adjusted
leverage may increase to nearly 7.0x by the end of 2009.  Despite
debt reduction with free cash flow and even with an economic
recovery next year, Moody's believes that the company's leverage
might not return to under 6.0 times until 2011.  The lower
liquidity rating reflects Moody's view that Lamar remains at
significant risk of violating the debt-to-EBITDA covenant in its
credit facility and the incremental debt burden ($278 million of
new notes) will accelerate covenant breach under the credit
agreement unless it is amended.  However, Moody's believes that
the company's strong market position, healthy cash flows and solid
operating margins, enhance Lamar's probability of attaining a
covenant amendment from its banks, though typically such
amendments come at a cost which can somewhat dampen free cash
flow.

The Ba3 rating for the new notes is based upon their effective
subordination to the secured bank debt and senior priority to the
company's senior subordinate notes.  Moody's anticipates that the
proceeds from the new debt issue will be used to repay outstanding
debt and for general corporate purposes.  The stable outlook
reflects Moody's expectation that Lamar will continue to
aggressively manage its cost structure, capital expenditures and
discretionary expenses in order to maintain solid margins and
generate healthy free cash flows.  Despite increased pressure and
uncertainty in the advertising industry due to a weak economic
outlook and risk of a prolonged recession, Moody's believe that
Lamar is relatively well-positioned to sustain its credit profile
within the Ba rating category.

The last rating action was on January 23, 2009 when Moody's
changed Lamar's liquidity rating from SGL-1 to SGL-3

Lamar's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Lamar's core industry and
believes Lamar's ratings are comparable to those of other issuers
with similar credit risk.

Lamar Advertising Company, headquartered in Baton Rouge,
Louisiana, is a leading owner and operator of advertising
structures in the U.S. and Canada.  The company generated revenues
of approximately $1.2 billion in FY 2008.


LAMAR MEDIA: S&P Assigns 'BB-' Rating on $250-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Lamar Media's proposed $250 million senior notes.  The
recovery rating on these notes is a '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.  The Company plans to use proceeds
from the notes to repurchase parent Lamar Advertising Co.'s $287.5
million convertible notes due Dec. 31, 2010.  S&P believes the
early redemption relates to the potential for leverage at Lamar to
increase to above 6.5x, which would prevent additional
distributions to Lamar Advertising from Lamar Media, which are
necessary to meet payments on the convertible notes.

S&P expects credit measures to be maintained at appropriate levels
for the current rating, particularly that EBITDA coverage of
interest expense at above 1.5x.  S&P's expectation incorporates an
assumption for incremental interest expense related to the new
issuance of approximately $30 million.  In addition, S&P expects
increased pricing on Lamar Media's senior secured credit facility,
given S&P's assumption that Lamar will likely violate its debt to
EBITDA covenant in the second half of 2009, and that lenders would
provide covenant relief in exchange for higher pricing.

The corporate credit rating on Lamar Advertising Co. and Lamar
Media Corp. is 'B+', and the rating outlook is negative.  The
rating reflects the company's high debt leverage and weakening
adjusted credit measures, and an aggressive financial policy.
This is somewhat tempered by Lamar's good position in the small-
to-midsize outdoor advertising industry, S&P's expectation that
Lamar is likely to get temporary covenant relief from its lenders
later this year, and S&P's expectation for positive discretionary
cash flow in 2009.

                           Ratings List

                      Lamar Advertising Co.
                        Lamar Media Corp.

            Corporate Credit Rating       B+/Negative/--

                           New Ratings

                        Lamar Media Corp.

                 $250M sr nts                  BB-
                   Recovery Rating             2


LANDAMERICA FINANCIAL: Can't File Q3 Financial Results on Time
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 27, 2009, Debtor LandAmerica Financial
Group, Inc., disclosed that it is unable to timely file its
quarterly report on Form 10-Q for the quarter ended December 31,
2008.

G. William Evans, LFG's executive vice president and chief
financial officer, disclosed that LFG's Chapter 11 proceedings
created obligations to file monthly operating reports with the
U.S. Bankruptcy Court for the Eastern District of Virginia, and
LFG has used its limited financial and human resources to
complete the filings.  According to Mr. Evans, LFG currently does
not have, and does not expect to have in the future, the capacity
to prepare consolidated financial statements for the fiscal year
ended December 31, 2008, that are capable of being audited by an
independent registered public accounting firm or certified by the
LFG'd executive officers.

As a result, Mr. Evans says, LFG will not be in a position to file
its Form 10-K by the fifteenth calendar day following the required
filing date, March 1, 2009, as prescribed in Rule 12b-25 (17 CFR
240.12b-25) of the General Rules and Regulations under the
Securities Exchange Act of 1934 and further cannot make any
assurances as to when it will complete and file the Form 10-K.
LFG has not had the resources, and does not expect to have the
resources, to file its Form 10-K, Mr. Evans adds.

LFG's current activities consist of administering its estate,
providing limited transition services to Fidelity and disposing
of its remaining assets.  Mr. Evans relates that LFG does not
have debtor-in-possession financing.  Further, LFG's available
cash is limited and, during its chapter 11 case, the cash is
needed to meet administrative expenses including as rent,
payroll, corporate overhead, advisors' fees, and expenses
associated with selling remaining assets, reconciling claims and
winding down the LFG's affairs.

In a separate notice, LandAmerica said it provided an updated
notice pursuant to the Worker Adjustment and Retraining
Notification Act to G. William Evans, its Executive Vice President
and Chief Financial Officer, dated March 13, 2008.  The notice
indicated that the Company anticipated that Mr. Evans' employment
with the Company would terminate on July 1, 2009 or a date within
14 days thereafter that the Company may subsequently provide.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate, LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its Chapter 11
petition.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FINANCIAL: Has Insufficient Funds to Meet Obligations
-----------------------------------------------------------------
The first meeting of creditors of LandAmerica Financial Group,
Inc., and LandAmerica 1031 Exchange Services, Inc., pursuant to
Section 341 of the Bankruptcy Code, was held on March 6, 2008, at
10:00 a.m., in the Office of the U.S. Trustee at 701 East Broad
St., Suite 4300, in Richmond, Virginia.

The meeting of creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

A customer of a unit LandAmerica Financial Group Inc. said his
worst suspicions were confirmed -- LFG has insufficient funds to
meet its obligations, the Richmond Times-Dispatch reported.
According to the news report, Allen Walsh attended the creditors'
meeting of LandAmerica 1031 Exchange Services, Inc., a subsidiary
of LFG, in the United States Trustee's office in Richmond,
Virginia.  Richmond Times-Dispatch says Mr. Walsh had $1 million
invested through LandAmerica's exchange service and faces
substantial tax consequences if he cannot get his money back.
The report notes that Mr. Walsh is one of 450 people who parked a
total of $383.6 million from the sales of investment properties
in the subsidiary.

Moreover, the report says that LandAmerica's exchange service
invested money in auction-rate securities, a specialized type of
investment.  The market for these investments, according to the
report, which worked smoothly for decades, froze in February and
has remained illiquid ever since.  The company's investment in
these securities was the source of its undoing, Richmond Times-
Dispatch quoted Assistant U.S. Trustee Robert B. Van Arsdale as
saying during the creditors' meeting.

Further, the report says that an attorney representing exchange
customers at the creditors' meeting talked about a $10 million
hole, saying liabilities exceed assets by that amount.  The hole
could be much deeper since no one seems to know the market value
of the auction-rate securities, Mr. Walsh told Richmond Times-
Dispatch after the meeting.

"The actual value is likely to be significant less depending on
the market's ability to liquidate the securities," Richmond
Times-Dispatch quoted Jonathan Mitchell, the designated
representative for LFG, as saying.  "At the moment, the whole
thing is frozen."

At least 60 lawsuits have been filed against the exchange
service, alleging fraud, breach of contract and failure of
fiduciary responsibility.  No questions relating to litigation
were permitted at the creditors' meeting, the report adds.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate, LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its Chapter 11
petition.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FINANCIAL: Seeks July 24 Plan Exclusivity Extension
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the commencement of a chapter 11 case
during which only a debtor may file a plan of reorganization.  If
the debtor files a plan within the 120-day period, Section
1121(c)(3) extends the exclusivity period to 180 days after the
commencement of a chapter 11 case to permit the debtor to garner
support for that plan.  Section 1121(d) permits a court to extend
a debtor's exclusive periods upon a demonstration of cause
subject to certain limitations.

In this regard, LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services, Inc., ask the U.S. Bankruptcy
Court for the Eastern District of Virginia to extend their
exclusive periods to:

  (i) file a plan or plans of reorganization by 120 days up to
      July 24, 2009; and

(ii) solicit acceptances of that plan by 120 days up to
      September 22, 2009.

The Debtors also request that the extensions be without prejudice
to their rights to request further extensions of the Exclusive
Periods.

John H. Maddock III, Esq., at McGuireWoods LLP, in Richmond,
Virginia, tells the court that the size of LandAmerica Financial
Group, Inc., and LandAmerica 1031 Exchange Services, Inc.'s cases
and the number of complex issues involved support a finding of
cause to extend the Exclusive Periods.

Mr. Maddock relates that LES is now a party to approximately 81
adversary proceedings commenced by LES customers, and each action
involves complex and fact-intensive legal issues.  LES is working
to either settle or obtain rulings from the Court with respect to
common legal issues raised by the adversary proceedings, but it
requires an extension of time in order to complete the litigation
schedule established for the Lead Cases by the Protocol Order.
LES is hopeful that the resolution of threshold disputed issues
in the cases will serve as a springboard to an eventual plan
structure that will garner the support of its creditors.

The Debtors have been extremely busy during the first few months
of their cases and thus they have not yet had an opportunity to
formulate and file a plan or plans or related disclosure
statement.  At the same time, the Debtors continue to make timely
payment of their undisputed postpetition obligations.  Mr.
Maddock avers that the requested extension will afford parties in
interest a meaningful opportunity to negotiate with the Debtors
as they formulate their Chapter 11 plan or plans without
prejudice to parties-in-interest.  On the other hand, termination
of the Debtors' Exclusive Periods would foster a chaotic
environment with no central focus.  "Neither the Debtors nor
their creditors can afford to enter into a litigious environment
of competing Chapter 11 plans," Mr. Maddock says.

                 About LandAmerica Financial

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate, LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its Chapter 11
petition.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FINANCIAL: Unit to Sell Assets to Partner Engineering
-----------------------------------------------------------------
LandAmerica Assessment Corporation, a direct subsidiary of Debtor
LandAmerica Financial Group, Inc., provides full-service property
condition and environmental assessment services to customers
throughout the United States.  LAC specializes in property
condition assessment, construction, project monitoring,
construction cost analysis, cost segregation services and
environmental assessments associated with commercial real estate
acquisitions and finance.  LAC had approximately $4.4 million in
receivables due and owing to it from its customers as of its
Petition Date.

LAC's business has been significantly and negatively affected by
its parent's bankruptcy filing in November 2008 as well as the
current condition of the commercial real estate market.  The
number of assessment reports issued by LAC has declined
considerably, and LAC has been faced with a significant amount of
potential claims and liabilities relating to past assignments.
Immediately before its bankruptcy filing, LAC projected that it
would have approximately $830,000 of total negative operating
cash flow from March through June 2009.

Thus, in early February 2009, LFG and LAC began to pursue the
sale of LAC's business.  Working with Zolfo Cooper Management,
LLC, LAC has conducted a focused sale process, contacting
approximately six potential strategic buyers that it believed
would be most interested and capable of pursuing a transaction.
LAC provided interested parties with financial statements and
other details of its business.  Of the two offers it received,
LAC determined that the offer made by Partner Engineering and
Science, Inc., doing business as Partner Engineering and Science,
Inc. would result in greater consideration.

LAC and Partner Engineering proceeded to negotiate definitive
terms of a sale.  The salient terms of the parties' asset
purchase agreement are:

  (a) Purchased Assets include all projects and other pending
      work and all Receivables outstanding.

  (b) Purchase Price:

      -- If the closing occurs before March 27, the purchase
         price will total approximately $2,008,175 in cash,

      -- If the closing occurs between March 27 and April 5, the
         purchase price will total approximately $1,903,175 in
         cash, and

      -- If the closing occurs on April 6 or later, the purchase
         price will total approximately $1,798,175 in cash.

      Partner Engineering paid a cash deposit of $50,000 to LAC
      on March 6, 2009.  Partner Engineering will also assume
      liabilities of LAC.

      The purchase price will be adjusted based required reports
      submitted before the closing.

  (c) Use of Names.  Between the closing and on the 150th day
      after the closing date, Partner Engineering can use and
      employ pursuant to a non-exclusive, non-transferable,
      royalty-free license and right to use, the name
      "LandAmerica Assessment", or any similar name and any logo
      incorporating the name.

  (d) Access and Investigation.  Between March 6, 2009, and the
      closing date, LAC will give Partner Engineering and its
      representatives reasonable access, during regular business
      hours, to evaluate the Transferred Assets.

  (e) LAC will still entertain higher or otherwise better
      offers.

A full-text copy of the APA is available for free at:

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

LAC says time is of the essence.  The APA provides that the total
purchase price of the Transferred Assets is adjustable based on
the closing date and the the APA may be terminated if an order
approving the Sale and the APA is not entered within 45 days of
March 6, 2009.  LAC proposes to serve a notice of the Sale
Hearing by electronic mail or fax to different parties in
interest involved in LAC's Chapter 11 case.

                   Sale Hearing on March 24

Judge Kevin Hunnekens will convene the sale hearing on March 24,
2009, at 10:00 a.m., prevailing Eastern Time.  A full-text copy
of the notice of Proposed Sale and Sale Hearing is available for
free at: http://bankrupt.com/misc/LAC_NO_Sale&Hearing.pdf

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate, LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its Chapter 11
petition.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDSOURCE COMMUNITIES: Lennar to Buy Stake in Post-Ch.11 Firm
--------------------------------------------------------------
Dow Jones Newswires reports that Lennar Corp is in talks with
Landsoutce Communities Development LLC's creditors to create a new
company.

Dow Jones relates that the new firm would acquire much of
LandSource's land out of bankruptcy, including the 12,000-acre
Newhall Ranch north of Los Angeles.  Dow Jones states that Lennar
and several hundred creditors holding $1 billion of LandSource's
debt would contribute "substantial" equity to the new firm.
According to Dow Jones, Lennar has reached a tentative agreement
with a committee representing a lead group of debt holders.

Lennar's chief investment officer, Emile Haddad, would leave the
company to manage the LandSource assets, Dow Jones says.

                   About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News; http://bankrupt.com/newsstand/or 215/945-7000).


LAS VEGAS SANDS: New Prez Took Post March 11, to Earn $2M A Year
----------------------------------------------------------------
Las Vegas Sands Corp. said March 9, 2009, that it has appointed
Michael A. Leven as the President and Chief Operating Officer of
LVSC and its wholly-owned subsidiary, Las Vegas Sands, LLC.  The
appointment is effective as of March 11, 2009, instead of April 1,
2009, as the Company previously disclosed.

The Company entered into an employment agreement with Mr. Leven on
March 11, 2009.  The employment agreement expires on March 11,
2011 but can be extended for successive one-year periods upon the
mutual agreement of the parties no later than 90 days prior to the
expiration of the initial or any renewal term of the agreement.

Under his employment agreement, Mr. Leven will receive an annual
base salary of $2,000,000.  He also will be eligible to receive an
annual bonus, with a target bonus of 50% of his base salary,
subject to the achievement of performance targets to be
established. On March 11, 2009, Mr. Leven was granted an option to
purchase 3,000,000 shares of LVSC common stock under the Company's
2004 Equity Award Plan.  On January 1, 2010, he will be granted an
additional option to purchase at least 1,000,000 shares of LVSC
common stock under the Plan, the final amount of the grant to be
subject to the determination of the Company's Compensation
Committee. Each option shall vest as to 25% of the shares subject
to such option on March 11, 2010 and each option shall become
fully vested on March 11, 2011. Each option will expire on March
11, 2014.

Mr. Leven will be entitled to receive perquisites and employee
benefits generally made available to the Company's other similarly
situated senior executives. The Company also will pay the
initiation fee for membership in a country club of his choice.  In
addition, Mr. Leven will be entitled to receive other employee
benefits generally made available to the Company's employees.

In the event that Mr. Leven's employment is terminated by the
Company (other than for Cause as defined in the agreement) or by
reason of his death or disability or if Mr. Leven terminates his
employment for Good Reason (as defined in the agreement), he will
be entitled to receive: (i) his accrued and unpaid base salary and
bonus(es) through the date of termination; (ii) a lump sum cash
payment of 50% of the base salary he would have received had he
remained employed through the remainder of the term plus $500,000;
and (iii) continued participation in the health and welfare
benefit plans of the Company during the remainder of the term (or,
if earlier, until he receives health and welfare coverage with a
subsequent employer.

In addition, if (a) Mr. Leven's employment is terminated prior to
the expiration of the term because the Company discharges him
(other than for Cause), (b) he terminates his employment for Good
Reason, (c) his employment is terminated due to his death or
disability, or (d) there is a change of control of the Company (as
defined in the agreement), then each option will immediately
become fully vested and exercisable and remain outstanding through
its originally scheduled expiration date.

Mr. Leven's employment agreement may not be amended, changed or
modified except by a written document signed by each of the
parties.

Separately, Sheldon G. Adelson, the Company's Chief Executive
Officer and principal stockholder, has personally agreed to make a
jet aircraft that is capable of flying non-stop between Las Vegas,
Nevada, and Atlanta, Georgia, available to Mr. Leven in connection
with Company business and personal use.

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As of Sept. 30, 2008, the company has US$14.7 billion in total
assets, and US$12.4 billion in total liabilities.  Unrestricted
cash balances as of September 30, stood at US$1.28 billion while
restricted cash balances were US$239.1 million.  Of the restricted
cash balances, US$199.6 million is restricted for Macao-related
construction and US$32.3 million is restricted for construction of
Marina Bay Sands in Singapore.  As of Sept. 30, total debt
outstanding, including the current portion, was US$10.35 billion.

As reported in the Troubled Company Reporter on Mar. 12, 2009,
Moody's Investors Service lowered the Probability of Default and
Corporate Family Ratings of Las Vegas Sands, Corp. to B3 from B2.
Moody's also lowered various ratings of Las Vegas Sands'
subsidiaries, including Venetian Casino Resort, LLC (and its co-
issuer Las Vegas Sands, LLC) and Venetian Macao Limited.  The
rating outlook is negative.  Moody's also affirmed Las Vegas
Sands' SGL-3 Speculative Grade Liquidity rating. The rating action
concludes the review process that was initiated on November 12,
2008.

As reported by the TCR on March 19, Las Vegas Sands Corp., which
owns the Venetian Casino Resort and other casinos, got a one-notch
downgrade of its corporate rating to 'B3' from Moody's Investors
Service.  Moody's projects there will be a "liquidity shortfall"
and violation of covenants on the Macau credit facility absent
the sale of non-core assets in Macau. Moody's does expect Sands
to succeed in selling one of the three properties on the market.


LIFE INSURANCE LOUISIANA: A.M. Best Upgrades Ratings to Fair
------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and the issuer credit rating to "bb" from
"bb-" for Life Insurance Company of Louisiana (LICOL) (Shreveport,
LA).  The outlook for both ratings is stable.

The rating upgrades reflect LICOL's strengthened risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR), and the stabilization in earnings.  A.M. Best expects the
company's risk-adjusted capitalization will remain adequate to
support its ongoing insurance and investment risks over the medium
term.  LICOL also has reported positive operating results in
recent years, following an earlier statutory loss stemming from a
large claim.  Furthermore, operating earnings have stabilized and
have been supported by net investment income and realized capital
gains as the company reduces its equity exposure.

Offsetting factors include LICOL's modest premium levels and its
limited business profile, consisting of credit life and credit
accident and health products and challenges associated with
industry consolidation.  The company also has some geographic
concentration as its insurance products primarily are written with
auto dealerships and financial institutions within northwestern
and south central Louisiana.

While A.M. Best recognizes the modest premium levels, LICOL has
been attempting to diversify utilizing staff from its
property/casualty insurance brokerage affiliate and exploring new
opportunities in the consumer finance and retail marketplaces.


LENNAR CORP: In Talks With LandSource Creditors to Form New Firm
----------------------------------------------------------------
Dow Jones Newswires reports that Lennar Corp is in talks with
LandSource Communities Development LLC creditors to create a new
company.

Dow Jones relates that the new firm would acquire much of
LandSource's land out of bankruptcy, including the 12,000-acre
Newhall Ranch north of Los Angeles.  Dow Jones states that Lennar
and several hundred creditors holding $1 billion of LandSource's
debt would contribute "substantial" equity to the new firm.
According to Dow Jones, Lennar has reached a tentative agreement
with a committee representing a lead group of debt holders.

Lennar's chief investment officer, Emile Haddad, would leave the
Company to manage the LandSource assets, Dow Jones says.

                       About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.

As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded
Lennar Corp.'s Issuer Default Ratings and outstanding debt
ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-';
  -- Short Term IDR from 'F3' to 'B';
  -- Commercial Paper from 'F3' to 'B'.

Fitch said the rating outlook remains negative.


LENOX GROUP: Carl Marks Helps Manage Bankruptcy Sale Process
------------------------------------------------------------
Lenox Group, Inc., said it has completed the sale of its assets in
a voluntary Chapter 11 financial reorganization to a group led by
Clarion Capital Partners.  The "new" Lenox, which includes the
Lenox, Dansk(R), Gorham(R) and Department 56(R) brands, will now
operate outside of Chapter 11 bankruptcy.

Carl Marks Advisory Group LLC worked closely with Lenox, its board
and its financial and legal advisors, Berenson & Company and Weil,
Gotshal & Manges, to complete the company's restructuring and
sale.  Carl Marks also provided interim management services.

After suffering consistently declining sales, profits and cash
flow, Lenox Group engaged CMAG in a general management capacity in
January 2007.  Marc Pfefferle, a CMAG partner, was named interim
chief executive officer.

"We immediately went to work to create cost reductions, revamped
product development efforts and developed a long-term turnaround
plan," Mr. Pfefferle said, noting the strategy eventually included
voluntarily putting the company into Chapter 11.

"The plan's implementation promptly delivered results that
included a major decrease in the company's operating costs and the
introduction of a series of innovative and exciting new products,"
Mr. Pfefferle added.

However, shrinking demand for tabletop and collectibles products,
as well as excessive debt levels, prompted the company to
ultimately file a voluntary Chapter 11.  Mr. Pfefferle said the
Chapter 11 process was managed smoothly with the strong support of
Lenox's customers and vendors. It also allowed Lenox to shed
burdensome liabilities and further reduce operating costs.

"Lenox's successful revival can be credited to the diligent work
and dedication of its entire management team and the lenders and
advisors who supported the recovery efforts," said Mr. Pfefferle.
"It's an exciting time for Lenox. The company's new CEO, Peter
Cameron, is a seasoned executive with tremendous credibility in
the tabletop industry. He will provide the leadership and guidance
needed to develop the Lenox brands to their fullest potential."

Carl Marks Advisory Group LLC -- http://www.carlmarks.com/--
with offices in New York and Charlotte, N.C., provides a wide
array of investment banking and financial and operational advisory
services to the middle market, including mergers and acquisitions
advice, sourcing of capital, financial restructuring plans,
strategic business assessments, improvement plans and interim
management.

Carl Marks Securities LLC, based in New York, assists its clients
in executing private placements of debt and equity. The firm is a
member of FINRA and SIPC.

Headquartered in Bristol, Pennsylvania, Lenox Group Inc. --
http://www.department56.com/,http://www.lenox.com/,and
http://www.dansk.com/-- including its two main operating
subsidiaries, D 56, Inc., and Lenox, Incorporated, is a leading
designer, marketer, distributor, wholesaler, manufacturer and
retailer of quality tableware, collectibles, and other giftware
products under the Lenox, Dansk, Gorham, and Department 56 brand
names.  These products are sold through department stores, large
specialty retailers, general merchandise chains, national chains
and clubs, small independent specialty retailers, and other
wholesale accounts.

The company and six of its affiliates filed for Chapter 11
protetcion on November 23, 2008 (Bankr. S.D. N.Y. Lead Case No.
08-14679).  Harvey R. Miller, Esq., and Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges LLP, represent the Debtors their
restructuring efforts.  The Debtors proposed Berenson & Company as
financial advisor, Carl Marks Advisory Group LLC as consultants,
and The Garden City Group as claims and noticing agent.  The
Debtors have $264,000,000 in total assets and $238,000,000 in
total debts as of October 25, 2008.

Lenox initially agreed to sell itself to KPS Capital Partners
after a court-supervised transaction in February 2009. Clarion
Capital challenged the results and became successful in nullifying
the KPS Capital/Lenox deal and a second auction was scheduled.

The Bankruptcy Court reopened the bidding process during a hearing
on February 25, and Clarion won this time, offering
$100 million for the assets, including Lenox brands Dansk, Gorham
and Department 56; plus assumption of certain of Lenox debt.


LOCUST STREET: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Locust Street Developers LLC
        P.O. Box 283
        Mount Vernon, NY 10552

Bankruptcy Case No.: 09-11094

Chapter 11 Petition Date: March 10, 2009

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Jonathan Scher, Esq.
                  The Scher Law Firm LLP
                  1 Country Road, Suite 385
                  Carle Place, NY 11514
                  Tel: (516) 746-5040

Total Assets: $28,550,000

Total Debts: $33,236,160

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
P.R. Iron Work LLC                               $167,512
1820 Boone Avenue
Bronx, NY 10460

The Scher Law Firm                               $111,884
1 Old Country Road, Suite 385
Carle Place, NY 11514

Joseph S. Petrillo                               $100,000
180 East Post Road
White Plains, NY 10601

Peter F. Galto                                   $100,000

John H. Martin                                   $100,000

City of Mount Vernon                             $81,979

First American Title Insurance                   $50,000
Company

Clairmont Paciello & Co., P.C.                   $41,192

O'Agostino, Levine & Landesman,                  $26,610
LLP

Consolidated Edison                              $12.960

LDipparyStudio                                   $9,665

Consolidated Edison of New York                  $4,470

Hartford Ins. Co. of Midwest                     $3,786

Certified Testing laboratories, Inc.             $3,600

Dell Business Credit                             $2,699

DFS Acceptance                                   $2,364

Tri-County Office Furniture, Inc.                $2,246

Vertecn                                          $773

The petition was signed by Steven M. Judelson, operating manager.


MAGNA ENTERTAINMENT: Wants to Sell Remaining Racetracks on July 30
------------------------------------------------------------------
Magna Entertainment Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve bidding
and sale procedures for substantially all of their remaining
assets, including:

  a) seven of their remaining racetracks;

  b) MEC's joint venture interests in The Shops at Santa Anita,
     TrackNet Media, and HorseRacing TV; and

  c) The Ocala Property in Ocala, Florida, the Dixon Property in
     Dixon, California, Fex Straw Manufacturing and StreuFex, and
     the Bowie Training Center in Prince George's County,
     Maryland.

The Debtors have not entered into a "stalking horse" agreement
with any purchaser of the aforementioned assets.

The seven racetracks include the Santa Anita Park in Arcadia,
California, the Pimlico Race Course in Baltimore, Laurel Park in
Laurel, Maryland, Thisledown in North Randall, Ohio, Remington
Park in Oklahoma City, Portland Meadows in Portland, and Magna
Racino just outside Vienna, Austria.

The Shops at Santa Anita consists of approximately 51 acres of
undeveloped land surrounding Santa Anita Park.  HRTV provides
horse racing programming to more than 16 million cable and
satellite-TV subscribers.  TrackNet Media distributes MEC's horse
racing content to other racetracks, off-track betting facilities,
casinos and advance-deposit wagering companies.

The Ocala Property comprises approximately 490 acres undeveloped
land.  The Dixon Property comprises 260 acres of undeveloped land
that is being used for agricultural use.  Both properties were
purchased with the intent of developing them into racetracks or
horse training facilities.  FEX Straw Manufacturing Inc.
manufactures StreuFex, a highly absorbent horse bedding.  Bowie
Training Center comprises 162 hectares that is being operated as a
year-round training center for thoroughbreds.

In accordance with the proposed bid procedures, a party may submit
a bid for the assets, in whole or in part.  Bids must be
accompanied by a deposit of 10% of the purchase price of the bid,
payable by certified or bank check or by wire transfer as a
minimum good faith deposit.

Pursuant to the bid procedures, the Debtors proposes:

  -- a July 8 deadline for the submission of competing bids.

  -- a July 20 deadline to notice Qualified Bidders.

  -- an auction on July 30, 2009, at the offices of Weil, Gotshal
     & Manges LLP, 767 Fifth Avenue, New York, in the event that
     one or more Qualified Bids are received.

  -- an August 7, 2009 hearing to consider the approval of the
     sale of the remaining assets to the winning bidder.

The Debtors further request that objections, if any, to proposed
bid procedures be filed not later than five days prior to the sale
hearing.

A full-text copy of the bid procedures motion, dated as of
March 17, 2009, including the form of the purchase agreement, is
available at:

    http://bankrupt.com/misc/MagnaEnt.BidProceduresMotion.pdf

As reported in the Troubled Company Reporter on March 12, 2009,
the Debtors signed a contract to sell (i) three of their
racetracks, namely the Gulfstream Park near Miami, the Golden Gate
Fields outside Oakland, California, and Lone Star Park west of
Dallas, (ii) a residential and entertainment development at
Gulfstream and horse training facilities, and iii) the stock of
AmTote International Inc., the provider of computerized-betting
services, to MI Developments Inc., its controlling shareholder and
creditor, for $44.17 million cash and an exchange of
$135.63 million in debt.

An affiliate of MID, MID Lender sf., agreed to provide Magna up to
$62.5 million of debtor in possession financing that matures in
six months.

                    About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: MI Developments May Also Bid on Properties
---------------------------------------------------------------
Matt Hegarty at Sports.espn.go.com reports that MI Developments
CEO Dennis Mills said on Tuesday that the Company may bid on
properties still owned by Magna Entertainment Corp. if and when
they are offered at auction later this year.

MI Developments is Magna Entertainment Corp.'s parent and largest
creditor.

Citing Mr. Mills, Sports.espn.go.com relates that MI Developments
was eyeing Magna properties "with a huge real estate upside" if
those properties go to auction.  The report says that the interest
by MI Developments in the Magna properties could result in the
near total consolidation of Magna's former assets under MI
Developments.

Sports.espn.go.com relates that racing officials who are owed
money by Magna said that they believed that the Company filed for
bankruptcy to place the Company's assets under the control of MI
Developments.

Magna said in court documents that bankruptcy advisory company
Miller Buckfire has "contacted numerous parties to discuss the
availability of the assets."  According to court documents, Magna
said that Miller Buckfire was trying to find buyers.

Sports.espn.go.com reports that these seven entities were
appointed to the creditors' committee on Wednesday to oversee the
reorganization:

     -- Bank of New York, which holds $200 million in notes
        issued by Magna;

     -- GLG Partners;

     -- Madison Partners;

     -- Sunrise Partners;

     -- the New York Racing Association;

     -- the Jockeys' Guild; and

     -- the Florida Thoroughbred Breeders and Owners Association.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MAGNA ENTERTAINMENT: Records $103MM Charge on Writedown of Assets
-----------------------------------------------------------------
The Audit Committee of Magna Entertainment Corp. on March 16,
2009, approved the Company's recording of a non-cash impairment
charge to income of approximately $136.8 million -- $103.5
million, net of income taxes -- in the fourth quarter of 2008
related to write-downs of long-lived and intangible assets.  In
accordance with Financial Accounting Standards Board Statement No.
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", MEC's long-lived assets not available for sale at
December 31, 2008, were tested for recoverability whenever events
or changes in circumstances indicate that the carrying value may
not be recoverable.  In accordance with Financial Accounting
Standards Board Statement No. 142 "Goodwill and Other Intangible
Assets", MEC's racing licenses, which meet the definition of an
indefinite life intangible, are not subject to amortization, but
are evaluated for impairment on an annual basis or when impairment
indicators are present.

During the year ended December 31, 2008, The Maryland Jockey Club,
Golden Gate Fields, Lone Star Park and The Meadows experienced
lower average daily attendance and decreased wagering activity
compared to previous years.  In addition, the 2009 business plans
for these operations reflected reductions in estimated future cash
flows based on lower expectations for growth and profitability
resulting primarily from the significant downturn in the U.S.
economy.  Based on these impairment indicators, MEC tested the
long-lived and intangible assets at these locations for
recoverability.  MEC used an expected present value approach of
estimated future cash flows to determine the fair value of the
long-lived and intangible assets.  Based on this analysis,
impairment charges were required at all of these locations.

Portland Meadows and Magna Racino, which are both considered
discontinued operations at December 31, 2008, are evaluated in
each reporting period to determine whether the carrying value of
these assets exceeds the estimated fair value less selling costs.
In the fourth quarter of 2008, a non-cash impairment charge was
taken at both of these locations to reflect a decline in the
estimated fair value less selling costs.  In addition, a non-cash
impairment charge was recorded with respect to real estate in
Dixon, California, which is held for sale at December 31, 2008, to
reduce the carrying value of the real estate to its estimated fair
value less selling costs as a result of significant weakness in
the Northern California real estate market.

There will be no current operating impact upon MEC as a result of
these non-cash write-downs and no future cash expenditures are
expected as a result of these impairment charges.

Meanwhile, Frank Stronach, the Stronach Trust, 445327 Ontario
Limited, filed Amendment No. 16 to revise the Statement on
Schedule 13D filed by Mr. Stronach, the Stronach Trust, 445327
Ontario Limited, Bergenie Anstalt, MI Developments Inc. and
1346457 Ontario Inc. on September 20, 2003, as previously amended,
with respect to the Class A Subordinate Voting Stock, par value
$.01 per share of Magna Entertainment.  Amendment No. 16 was filed
to report that the Company and certain of its subsidiaries have
filed for Chapter 11 and that in connection therewith, among other
things, MID, through a wholly-owned subsidiary, has agreed to
provide a six-month secured debtor-in-possession financing
facility to the Company in the amount of $62.5 million.

MID is the largest secured creditor of the Company.  The current
balance of MID's existing loans to the Company, including accrued
interest, is roughly $372 million, comprised of $171 million under
project financing relating to the Company's Gulfstream Park
project, $23 million under project financing relating to the
Company's Remington Park project, $125 million under a bridge loan
provided in September 2007, and $53 million under a loan provided
in December 2008.  All of these loans are secured.

A portion of the DIP Financing will be used to fund interest
payments to secured creditors, including MID.  If approved by the
Bankruptcy Court, the DIP Financing, combined with the Company's
cash flows from operations, should enable the Company to continue
to satisfy its obligations associated with the ongoing operations
of its business, including payment of employee wages and benefits
in the ordinary course, and payment of post-petition obligations
to vendors.  The terms of the DIP Facility contemplate that the
Company will sell all its assets through an auction process and
use the proceeds from the asset sales to repay its creditors.  The
DIP Facility will be secured by liens on substantially all assets
of the Company, as well as a pledge of capital stock of certain
guarantors.

The Stronach entities said they intend to evaluate on an ongoing
basis their investment in the Company and their options with
respect to the investment.  As a result of such evaluation, the
Stronach entities may make suggestions or adopt positions with
respect to one or more of the transactions involving the Company.
Mr. Stronach may, in his capacity as Chairman of the Company or
otherwise, communicate with the Company's management, directors,
shareholders and other parties with respect to such transactions.

A full-text copy of Schedule 13D/A is available at no charge at:

               http://researcharchives.com/t/s?3a80

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.

MI Developments, Inc., the Debtors' largest secured creditor, has
entered into an agreement with the Company and certain of its
subsidiaries to purchase certain assets for $195 million, with
$136 million to be satisfied through a credit bid using MID's
existing loans to the Company, $44 million in cash and assumption
of a $15 million capital lease.


MAGNA ENTERTAINMENT: U.S. Trustee Appoints 7-Member Panel
---------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, appointed 7 creditors to serve on the Official Committee of
Unsecured Creditors in Magna Entertainment Corp. and its debtor-
affiliates' jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) The Bank of New York Mellon
        Attn: Alex Tae Chang
        101 Barclay Street 8W
        New York, NY 10286
        Tel: (212) 815-2816
        Fax: (732) 667-9384

     b) Sunrise Partners Limited Partnership
        c/o SBZ Select Investments, LLC
        Attn: Jared Feldman
        2 American Lane
        Greenwich, CT 06836
        Tel: (203) 861-8461
        Fax: (203) 861-8442

     c) Jockey's Guild
        Attn: Elizabeth M. Pilecki
        103 Windhaven Drive
        Nicholasville, KY 40356
        Tel: (859) 305-0606
        Fax: (859) 219-9892

     d) The New York Racing Association, Inc.
        Attn: Patrick L. Kehoe, Esq.
        PO Box 90, 110-00 Rockaway Blvd.
        Jamaica, NY 11417
        Tel: (718) 659-2237
        Fax: (718) 641-9068

     e) GLG Market Neutral Fund
        c/o GLG Partners LP
        Attn: Benjamin Pass
        c/o GLG Inc.
        390 Park Avenue, 20th Floor
        New York, NY 10022
        Tel: (212) 224-7200
        Fax: (212) 224-7210

     f) Madison Capital Management, LLC
        Attn: Robert Michael Collins
        5619 DTC Parkway, Suite 800
        Greenwood Village, CO 80111
        Tel: (303) 957-2084
        Fax: (303) 957-2007

     g) Florida Thouroughbred Breeders' and Owners' Association
        Attn: Richard E. Hancock
        801 SW 60th Avenue
        Ocala, FL 34471
        Tel: (352) 629-2160
        Fax: 352-629-3603

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MANALAPAN RETAIL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Manalapan Retail Realty Partners, LLC
        516 Route 33 West
        Building 2, Suite 1
        Millstone Township, NJ 08535

Bankruptcy Case No.: 09-15765

Chapter 11 Petition Date: March 10, 2009

Court: District of New Jersey (Trenton)

Debtor's Counsel: Jay L. Lubetkin, Esq.
                  jlubetkin@rltlawfirm.com
                  Rabinowitz Lubetkin & Tully, L.L.C.
                  293 Eisenhower Parkway, Suite 100
                  Livingston, NJ 07039
                  Tel: (973) 597-9100
                  Fax: (973) 597-9119

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Philip Rizzuti, managing member.


MAR VISTA: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mar Vista Development Corporation
        c/o Gerald Messineo
        6008 E Hummingbird Court
        Orange, CA 92869-6014

Bankruptcy Case No.: 09-11984

Chapter 11 Petition Date: March 10, 2009

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: R. G. Pagter, Esq.
                  gibson@pagterandmiller.com
                  Pagter and Miller
                  525 N. Cabrillo Pk. Dr., Ste. 104
                  Santa Ana, CA 92701
                  Tel: (714) 541-6072
                  Fax: (714) 541-6897

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Latham & Watkins LLP           Services          $136,412
Attn: Managing Agent
600 West Broadway Ste 1800
San Diego, CA 92101-3375

Orange County Valet            Services          $107,360
Security and Patrol Inc.
Attn: Managing Agent
21802 Telgley
Mission Viejo, CA 92692

Rod Flores Construction Inc.   Services          $32,175
Attn: Managing Agent
931 Kings Canyon Road
Brea, CA 92821

Doty Bros Equipment Co.        Services          $14,120

Molly K. Shipp                 Legal services    $10,110

Marble Tech                    Mechanic's Lien   $6,900

Citizens Business Bank         Services          $4,991

Waste Management of Orange     Services          $670
County

United Site Services of        Services          $342
CA Inc.

National Construction Rentals  Services          $51

The petition was signed by Gerald Messineo, president.


MEDIANEWS GROUP: S&P Withdraws 'CCC' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
MediaNews Group Inc., including the 'CCC' corporate credit rating,
per the company's request.

                           Ratings List

                       MediaNews Group Inc.

        Corporate Credit Rating     NR       CCC/Negative/--
        Secured                     NR       CCC
          Recovery Rating           NR       4
        Subordinated                NR       CC
          Recovery Rating           NR       6


MERISANT WORLDWIDE: Panel Asks Court to Deny 2009 Incentive Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Merisant
Worldwide, Inc., et al., objects to the Debtors' request for
authority to implement their Fiscal 2009 Incentive Plan for seven
of their executives and approximately 460 of their employees.

As reported in the Troubled Company Reporter on March 11, 2009,
under the plan, the employees will receive quarterly payouts that
are tied to these EBITDA targets:

   Quarterly       Quarterly Percent of     Quarterly Percent
Evaluation Date    Annual EBITDA Target   Payout of Target Bonus

  March, 2009              16%                    15%

  June, 2009               23%                    20%

  September, 2009          28%                    25%

  December, 2009           32%                    40%

The Committee objects on the following grounds:

  a.  The initial two quarterly payments are in the nature of
      bonuses prohibited under Sec. 503(c)(12) of the Bankruptcy
      Code.

  b.  The proposed Incentive Plan is both 25% above market and in
      all cash as opposed to cash and stock.

  c.  The facts and circumstances of the case do not justify the
      grant of the bonuses.

  d.  The quarterly payments to non-executives do not properly
      align emloyees' interests with the success of the
      restructuring process.

  e.  The Court should not allow quarterly cash payouts to
      insider officers when other creditors holding administrative
      claims are risking potential administrative insolvency.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The Company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  Young, Conaway, Stargatt & Taylor LLP represents the
Debtors' as co-counsel.  Blackstone Advisory Services LLP is the
Debtors' financial advisor.  Epiq Bankruptcy Solutions, LLC is the
Debtors' Claims and Noticing Agent.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors as
counsel.  Ashby & Geddes, P.A. is the Committee's Delaware
counsel.  The Debtors have $331,077,041 in total assets and
$560,742,486 in total debts as of Nov. 30, 2008.


MGIC INVESTMENT: Loss Expectations Cue Fitch's Rating Downgrades
----------------------------------------------------------------
Fitch Ratings has downgraded and removed the ratings of MGIC
Investment Corp. and subsidiaries from Rating Watch Negative.  The
Rating Outlook is Negative.

The rating actions reflect the loss expectations and capital
constraints facing MGIC as an independent mortgage insurance
company.  In addition to limited capital markets access, MGIC has
few remaining assets that could be monetized to increase its
capital resources (as the company did in 2008 with the sale of its
interest in Sherman Financial LLC) and will largely have to rely
on current capital resources to satisfy ongoing MI claims.  The
investment grade status of MGIC's IFS rating reflects the
company's substantial capital resources at its operating
subsidiaries with an $8.1 billion investment portfolio,
$3.7 billion of statutory capital and $4.5 billion of statutory
loss reserves in support of the company's $54.5 billion of risk-
in-force.

MGIC Investment Corp.'s long-term issuer and senior debt ratings
reflect the capital constraints facing the operating companies
that limit the company's ability to upstream liquidity to support
obligations of the holding company.  The ratings also reflect
Fitch's concerns with respect to certain covenants in MGIC's
credit facility (currently $200 million outstanding).

Given the current operating environment and MGIC's operating
results, there is a high likelihood that MGIC would need to repay
or restructure the credit facility prior to maturity in order to
avoid breaching the facility's leverage (risk-in-force to capital)
and other financial covenants.  A default under the bank facility
would trigger a cross default of MGIC's $500 million of senior
debt outstanding.  MGIC maintains approximately
$394 million of funds at the holding company providing the company
with the resources to repay the facility.  However, with limited
financial flexibility at the operating company, the holding
company's liquidity position would be strained with approximately
$194 million remaining to cover debt service and operating cost,
as well as retire $200 million of senior debt maturing Sept. 2011.

MGIC Investment Corp.'s subordinated debt ratings incorporate
Fitch's views on MGIC's holding company liquidity and the
company's recent decision to defer interest payments on the
subordinated debt.

The MI industry faces continuing challenges, including rising
unemployment, home price depreciation and limited access to
refinancing options for homeowners which in turn have contributed
to rising delinquencies and losses within insured portfolios.
Fitch expects that the MI industry will continue to face a
challenging operating environment for the foreseeable future.
Positively, Fitch recognizes the possibility of a stabilizing
impact from the various initiatives by the U.S. government to
reduce stresses in the U.S. housing market, however the timing and
impact of any such initiatives remains uncertain.

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

Fitch has downgraded these ratings:

Mortgage Guaranty Insurance Corp.
MGIC Australia Pty Ltd

  -- IFS to 'BBB' from 'A-'.

MGIC Investment Corp.

  -- Long-term Issuer to 'B' from 'BBB-';

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

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

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


MGM MIRAGE: Moody's Downgrades Corporate Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

The downgrade reflects the very short-term -- through May 15, 2009
-- of the waiver of potential covenant defaults that the company
received from its bank lenders.  It also reflects the $300 million
reduction in cash MGM was required to use to repay a portion of
the company's revolving credit facility.  MGM cannot re-borrow
this $300 million without lender consent, and hence the reduction
in cash erodes MGM's liquidity position.  This, combined with the
short tenor of the waiver, places significant pressure on the
company to relatively quickly come up with a plan to obtain
additional bank concessions, raise additional liquidity, or pursue
a major restructuring of its capital structure.  "Because of these
factors, there is a rising probability that as part of a
restructuring MGM will have to offer to exchange existing debt for
an amount below par as part of any plan to alleviate its liquidity
crunch," said Moody's Senior Analyst Peggy Holloway.

Moody's affirmed MGM's SGL-4 Speculative Grade Liquidity rating,
indicating weak liquidity.  Moody's estimates that internally
generated cash, net proceeds from the pending sale of Treasure
Island together with cash on hand will not be sufficient to fund
the company's obligations over the next 12 months.  Such cash
needs include its obligations to help fund ongoing construction at
its CityCenter joint venture project, and required bond maturities
through year-end 2009.

Given the company's strong market share and solid fundamental
franchise within the gaming industry, Moody's use a fundamental
evaluation approach to estimate loss-given-default rather than the
mean family-level LGD estimate.  Based on this approach, the
company's recovery estimate is 65%.  The lower loss estimate
resulted in the probability-of-default rating (Caa3) deviating
from the Corporate Family Rating (Caa2) by one notch.

The rating outlook is negative reflecting the challenges MGM faces
to improve its liquidity profile in the near term to avoid an
eventual default.

Ratings downgraded or affirmed; assessments updated:

MGM MIRAGE

  -- Corporate Family Rating to Caa2 from Caa1

  -- Probability of default rating to Caa3 from Caa2

  -- Senior unsecured notes to Caa2 (LGD 3, 33%) from Caa1 (LGD 3,
     33%)

-- Senior subordinated to Ca (LGD 5, 85%) from Caa3 (LGD 5,
   85%)

  -- Senior secured notes affirmed at B1 (LGD 2, 12%)

Mirage Resorts

  -- Senior unsecured notes to Caa2 (LGD 3, 33%) from Caa1 (LGD 3,
     33%)

Mandalay Resort Group

  -- Senior unsecured notes to Caa2 (LGD 3, 33%) from Caa1 (LGD 3,
     33%)

-- Senior subordinated to Ca (LGD 5, 85%) from Caa3 (LGD 5,
   85%)

Rating affirmed:

MGM MIRAGE

  -- Speculative Grade Liquidity Rating at SGL-4

Moody's latest rating action was on March 10, 2009, when the MGM
MIRAGE's CFR and PDR were each downgraded to Caa1 and Caa2,
respectively.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
17 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM MIRAGE has a 50% interest in CityCenter Holdings,
Inc., a mixed-use project on the Las Vegas Strip and a 50%
interest in MGM Grand Macau, a hotel-casino resort in Macau S.A.R.


MGM MIRAGE: S&P Junks Corporate Credit Rating From 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based MGM MIRAGE and its
subsidiaries by two notches; the corporate credit rating was
lowered to 'CCC' from 'B-'.  These ratings were removed from
CreditWatch, where they were initially placed with negative
implications on Jan. 30, 2009.  The rating outlook is negative.

"The downgrade reflects our belief that, given our projections for
cash flow generation over the next few years, combined with
substantial capital needs to fund the completion of CityCenter and
to meet debt maturities, MGM MIRAGE's ability to service its
current capital structure is in doubt," explained Standard &
Poor's credit analyst Ben Bubeck.

As S&P outlined in its previous downgrade to 'B-' on Feb. 27,
2009, S&P's projections call for EBITDA to decline by 25% this
year.  S&P also project that EBITDA will be flat in 2010,
although, given the scheduled opening of CityCenter later this
year, competition from this property may drive a further decline
in EBITDA at MGM MIRAGE's wholly owned properties in 2010.  In
this scenario, S&P projects that leverage will exceed 10x by the
end of 2009 and EBITDA interest coverage will be less than 1.5x on
a run-rate basis.  MGM MIRAGE would also face a significant
liquidity shortfall, as the company would not be able to meet over
$1 billion in bond maturities in 2010.

While the company has obtained a waiver from its bank group until
May 15, 2009, S&P continue to expect that MGM MIRAGE will violate
its total leverage ratio covenant as of March 31, 2009.  S&P
expects that management is taking steps to attempt to resolve
these issues.  However, S&P believes that it is unlikely that the
company will be able to address intermediate-term liquidity needs
without also pursuing a restructuring of its debt obligations.

The 'CCC' corporate credit rating reflects MGM MIRAGE's
significant debt burden, S&P's expectation for continued
substantial declines in cash flow generation at least through
2009, and an inadequate liquidity position.  While the company
maintains a leading presence on the Las Vegas Strip, S&P expects
the Strip to be among the weakest performing U.S. gaming markets
in 2009.  The company's ability to weather the current downturn
relies on a moderation of the revenue and cash flow declines
recently observed across the industry, which S&P believes is
unlikely until at least 2010, or a restructuring of its debt
obligations.  As of Dec. 31, 2008, operating lease-adjusted total
debt to EBITDA, excluding income from unconsolidated affiliates,
was 7.5x.


MIGENIX INC: Completes Rights Offering; Raises C$2 Million
----------------------------------------------------------
MIGENIX Inc. completed on March 6, 2009, the basic subscription
portion of its Rights Offering.  MIGENIX issued 41 million units
pursuant to the exercise by holders of their basic subscription
rights for gross proceeds of approximately C$2 million.

Roughly 6 million additional Units will be issued by the
Corporation pursuant to the additional subscription portion of the
Rights Offering.

Under the terms of the Rights Offering, shareholders of record on
February 2, 2009, were entitled to receive one right for each
common share held.  Two Rights entitled eligible holders to
purchase a Unit at the price of C$0.05 per Unit.  Each Unit is
comprised of one common share and one common share purchase
warrant.  Each Warrant will entitle the holder to purchase one
common share at a price of C$0.10 at any time over the 12 month
period following closing of the Rights Offering.

The Warrants issued pursuant to the closing of the basic
subscription portion of the Rights Offering will expire at
5:00 p.m. (Toronto time) on March 5, 2010.  Shareholders who fully
exercised their Basic Subscription Rights were entitled to
subscribe pro-rata for additional Units, that were not otherwise
subscribed for prior to the expiry of the Rights.

Roughly 18 million Units were subscribed for pursuant to the
Additional Subscription Privilege.  MIGENIX is currently
collecting additional information required to complete the
allocation of the approximately 6 million Units available for
distribution pursuant to the Additional Subscription Privilege.
MIGENIX plans to complete the remaining portion of the Rights
Offering as soon as possible following receipt of the required
additional information.  As the number of Units to be allocated to
most subscribers who exercised the Additional Subscription
Privilege will be less than the number they subscribed for, such
subscribers will receive a refund of any excess funds submitted
with their subscription request.

                          About MIGENIX

Headquartered in Vancouver, British Columbia, Canada, MIGENIX Inc.
(TSX: MGI; OTC: MGIFF) -- http://www.migenix.com/-- is a
biopharmaceutical company engaged in the research, development and
commercialization of drugs for the treatment of infectious
diseases to advance therapy, improve health and enrich lives.

The Troubled Company Reporter reported on Jan. 6, 2009, that
MIGENIX Inc. incurred significant losses since inception and
as at October 31, 2008, had working capital of approximately
C$0.7 million and an accumulated deficit of approximately
C$143.4 million.

"The company's current financial resources are expected to be
sufficient for operations to February 2009. The company's ability
to realize the carrying value of its assets is dependent on
successfully advancing its technologies to market through the drug
development and approval processes and ultimately achieving future
profitable operations, the outcome of which cannot be predicted at
this time, or in the alternative being able to sell the assets for
proceeds for their carrying value or greater," President & CEO
James DeMesa disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission.

As of October 31, 2008, the company's balance sheet showed total
assets of C$3,675,000 and total liabilities of C$8,930,000,
resulting in total shareholders' deficit of C$5,255,000.

For the three months ended October 31, 2008, MIGENIX incurred a
loss of C$3.3 million and for the six months ended October 31,
2008, the loss is C$6.0 million.


MILACRON INC: Court Sets Final DIP Hearing on April 6
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio will
consider final approval of Milacron Inc. and certain of its
subsidiaries' postpetition financing agreements at a hearing on
April 6, 2009.

The Debtors received interim authority to borrow from the
$55 million revolving credit being provided by General Electric
Capital Corp. to finance the reorganization, Bloomberg's Bill
Rochelle reports.  Milacron, the report adds, also was authorized
to borrow a portion of a separate secured loan from Avenue Capital
Group and DDJ Capital Management LLC.

Milacron and certain of its subsidiaries entered into a debtor-in-
possession credit agreement on March 11, 2009, with certain
affiliates of Avenue Capital Group and certain funds or accounts
managed by DDJ Capital Management LL.

Also on March 11, the Company acknowledged and agreed to recognize
an Intercreditor Agreement dated as of March 10, 2009, between
General Electric Capital Corporation and DDJ Capital Management,
LLC.  The Intercreditor Agreement sets forth the seniority and
priority of the respective liens on the Company's assets created
by the DIP Term Facility and the $55 million Credit Agreement with
GECC.

The GECC Facility, among others, requires the Debtors to retain
Rothschild Inc., and Conway, Del Genio, Gries & Co, LLC or any (i)
a restructuring advisor and (ii) a financial advisor that, in each
case, has substantial experience and expertise advising Chapter 11
debtors-in-possession in large and complex bankruptcy cases.

A full-text copy of the $80 Million Senior Secured Superpriority
Priming Debtor-In-Possession Credit Facility dated as of March 11,
2009, among Milacron Inc., Avenue Investments, L.P., and DDJ
Capital Management, LLC, is available at no charge at:

               http://ResearchArchives.com/t/s?3a76

A full-text copy of the Intercreditor Agreement dated March 10,
2009, between General Electric Capital Corporation and DDJ Capital
Management, LLC and acknowledged and agreed to by Milacron Inc.
and certain subsidiaries, is available at no charge at:

               http://researcharchives.com/t/s?3a77

A full-text copy of the $55 Million Senior Secured, Super Priority
Debtor-In-Possession Credit Agreement dated as of March 11, 2009,
among Milacron Inc., certain of its subsidiaries and General
Electric Capital Corporation, is available at no charge at:

               http://researcharchives.com/t/s?3a78

As reported by the Troubled Company Reporter, on March 10, the
Debtors entered into a Restructuring Support Agreement with
certain affiliates of Avenue Capital Group and certain funds or
accounts managed by  DDJ Capital , which hold approximately 78% of
the Company's 11-1/2% Senior Secured Notes, and a commitment
letter for a debtor-in-possession credit agreement.

The RSA includes an agreement in principle whereby the Noteholder
Group, together with eligible holders of Notes that accept an
invitation to participate in the transaction, would purchase
substantially all of the Company's assets.  As consideration for
the Company's assets, the Noteholder Group would, among other
things, repay the full amount of the DIP Term Loan Facility and
the DIP Revolving Credit Facility, assume certain of the Company's
ordinary course liabilities and provide additional consideration
to the holders of the Company's Notes that do not participate in
the process.

Upon executing a definitive purchase agreement, the Company will
solicit competing bids from other potential purchasers and conduct
a sales process approved by the Bankruptcy Court.  The Company's
assets would then be sold to the bidder submitting the highest and
best offer, subject to Bankruptcy Court approval.

The filing of the Chapter 11 Petition and the Canadian Petition
constitutes or may constitute an event of default or otherwise
triggers or may trigger repayment obligations under the express
terms of certain instruments and agreements relating to direct
financial obligations of the Company, including the GECC Credit
Agreement and the Indenture.  As a result of such event of default
or triggering event, all obligations under the documents would or
may by the terms of the documents have become automatically due
and payable.  The Company believes that any efforts to enforce
such payment obligations are stayed as a result of the filing of
the Chapter 11 Petition and the Canadian Petition.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics-
processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.
First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions  include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., and Patrick Burns, Esq., at Dinsmore &
Shohl LLP, represent the Debtors in their restructuring efforts.
The Debtors proposed Torys LLP as counsel to the CCAA proceeding;
Conway Del Genio Gries & Co. LLC as restructuring and financial
advisor; Rothschild Inc. as banker and financial advisor; Kurtzman
Carson Consultants LLC as claims agent; and RSM Richter Inc. as
CCAA monitor.  Paul, Hastings, Janofsky & Walker LLP, represents
DIP Lender General Electric Capital Corp.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MIRANT CORPORATION: Fitch Affirms Issuer Default Ratings at 'B+'
----------------------------------------------------------------
Fitch Ratings affirms Mirant Corporation, Inc., and its
subsidiaries' Issuer Default Ratings at 'B+'.  Fitch also affirms
the companies' other existing ratings as shown in the list of
rating actions at the end of this release.  The Rating Outlook for
MIR and each of its listed subsidiaries remains Stable.

The ratings are based on the stability and predictability of cash
flows, predominantly from MIR's Mid-Atlantic operations located in
PJM Interconnection, LLC's region, given their low-cost fuel and
mid-merit heat rate generation facilities. Hedges are in place for
2009 and to a lesser extent 2010 which offer protection to margins
and visibility to cash flows over the near term.  Cash flow from
power generation will also benefit from MIR's recent settlement
with the Virginia state environmental agency allowing merger of
stacks at its Potomac River facility.  The PJM cash flows are
further supplemented by a stable capacity market in the region.
MIR also has presence in California where it benefits from tolling
contracts ending in 2010-2011.  New England and New York plants
also provide predictable cash flows due to revenues from capacity
markets in those regions.

The Stable Outlook is based upon Fitch's expectation that even in
a prolonged period of weak wholesale power prices, credit metrics
of MIR and its subsidiaries will remain within the credit rating
metrics parameters for the proposed rating, and capital
expenditures will level off once the compliance with Maryland
Healthy Air Act is complete.  Significant factors in the Stable
Outlook are MIR's very strong liquidity and large cash balances
and the low level of debt maturities coming in over the next
several years.

Fitch's rating concerns include MIR's exposure to commodity prices
after the expiration of current hedges, weakening economy, lack of
long-term sale commitments, and high costs associated with access
to capital markets.  Fitch anticipates that 2009 and 2010 FFO
interest coverage ratio will be in the range of 2.6x-3.8x and
total debt to FFO will be in the range of 3.5x-5.4x.  MIR and its
subsidiaries will be exposed to credit deterioration if a
prolonged recession continues to depress gas and power commodity
prices, thereby affecting MIR's earning capacity.  Further, any
laws or regulations curbing greenhouse gases will likely depress
MIR's margins due to its reliance on high carbon emitting fossil
fuels for generation.

The PJM assets of Mirant are favorably aligned on the dispatch
curve with reasonable remaining economic lives, low fuel costs,
and strong historical operating performance.  In addition, the
total value is supported by the capacity markets in the regions
Mirant operates, tolling contracts, and relative value of hedges
in the short-term.  However, current commodity market conditions
and relative demand of electricity are important drivers of
longer-term enterprise value for Mirant and its subsidiaries.

Fitch valued the individual generating assets of MIR as well as a
stressed EBITDA model to develop a default scenario with an
estimated enterprise value of MIR and its subsidiaries in its
recovery analysis.  The case assumed that current cash balances
are fully depleted and bank facilities are fully drawn.  Asset
values for the senior secured lenders at Mirant Mid-Atlantic, LLC
(MIRMA), and senior secured and unsecured lenders at Mirant North
America, LLC provided adequate collateral value to maintain the
recovery ratings at 'RR1' under Fitch's recovery analysis.
Instruments accorded Fitch's 'RR1' Recovery Rating have recovery
prospects of over 90%.  The ratings of the unsecured debt at
Mirant Americas Generating, LLC will retain recovery ratings of
'RR5' due to the small amount of available residual cash value of
the assets after satisfying the claims of structurally superior
debt of MIRMA and MNA.  The 'RR5' Recovery Rating indicates
recovery prospects of less than 30%.

Fitch affirms these ratings with a Stable Rating Outlook:

Mirant Corporation

  -- IDR at 'B+'.

Mirant Americas Generation, LLC

  -- IDR at 'B+';
  -- Senior unsecured at 'B/RR5'.

Mirant North America, LLC

  -- IDR at 'B+';
  -- Senior secured at 'BB';
  -- Senior unsecured at 'BB-/RR1'.

Mirant Mid-Atlantic, LLC

  -- IDR at 'B+';
  -- Pass-through certificates at 'BB+/RR1'.


MONACO COACH: Delays Filing of 2008 Annual Report
-------------------------------------------------
Monaco Coach Corporation filed Form 12b-25 with respect to its
Annual Report on Form 10-K for the year ended January 3, 2009,
because it needs additional time to complete its year-end close
process, complete its financial statements and complete its
assessment of internal control over financial reporting as of
January 3, 2009.

Monaco Coach said that, prior to and since the bankruptcy filing,
it has been immersed in pre-bankruptcy and bankruptcy-related
matters, including valuation of assets, preparation of financial
projections and formulation and preparation of disclosure
materials to the United States Trustee's office and the Bankruptcy
Court, formulating a plan of reorganization, and obtaining Debtor-
In-Possession financing.  Filing for protection under Chapter 11
and the uncertainty regarding the ability to successfully complete
the Company's reorganization plan, including obtaining the related
DIP financing, these conditions raise substantial doubt about the
Company's ability to continue as a going concern, Monaco Coach
said.

Monaco Coach also experienced attrition of certain key personnel
within its accounting organization, including, in particular, the
resignations of certain key personnel in the corporate
consolidations and SEC reporting functions.  In addition, as a
result of the process of impairment testing and estimating the
fair value of impaired assets, among other things, Monaco Coach
requires additional time to complete its year-end close process,
complete its financial statements and complete its assessment of
internal control over financial reporting.

To complete its year-end close process, complete its financial
statements and complete its assessment of internal control over
financial reporting, the Company must finalize impairment testing
in order to estimate the fair value of impaired assets, among
other things.  As the Company completes its assessment of internal
control over financial reporting, it is possible that material
weaknesses will be identified.

Accordingly, Monaco Coach said it is not able to file its 2008
Form 10-K in a timely manner without unreasonable effort or
expense.  Monaco Coach believes that, despite efforts to file its
Form 10-K, it is likely that it will need additional time beyond
April 3, 2009, to file its 2008 Form 10-K.  If it is not able to
complete its financial statements and file the 2008 Form 10-K by
April 3, 2009, Monaco Coach will file the 2008 Form 10-K as soon
as reasonably practicable after that date.

Monaco Coach anticipates that the earnings statements to be
included in its 2008 Form 10-K will reflect a significant change
in its results of operations from the fiscal year ended 2007.
Specifically, Monaco Coach had previously reported on its
September 27, 2008 Form 10-Q a net loss of $89.9 million for the
nine months then ended compared to net income of $12 million for
the entire year in 2007.  Monaco Coach is assessing its long-lived
assets for impairment and believes it is probable it will report a
material impairment charge for the period ending December 31,
2008; however, Monaco Coach is still evaluating the results of its
assessment and is not able at this time to estimate the amount or
range of this potential charge.

                       About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names. The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


MONACO COACH: NYSE Files Form 25 to Delist Common Stock
-------------------------------------------------------
The New York Stock Exchange Inc. filed Form 25 with the Securities
and Exchange Commission advising that it has withdrawn from
listing the common stock of Monaco Coach Corporation.

On March 3, 2009, NYSE Regulation, Inc., notified the Company that
it had determined that the common stock of the Company should be
suspended from trading on the New York Stock Exchange prior to the
market opening on March 3, 2009.  It also notified the Company
that an application to the Securities and Exchange Commission to
delist the common stock of the Company is pending.  NYSE
Regulation advised the Company that the decision to suspend the
Company's common stock was based on the "abnormally low" trading
level of the Company's common stock, which closed at $0.06 on
March 2, 2009, with a resultant market capitalization of
approximately $1.18 million.  The Company said it does not intend
to request a review of the NYSE Regulation's determination to
suspend its common stock by a Committee of the Board of Directors
of the NYSE.

On March 4, 2009, the Company said the common stock was being
quoted on the Over-The-Counter market under the symbol "MCOA".

                        About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names.  The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


MONTPELIER RE: A.M. Best Affirms Preferred Stock Rating at "bb"
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
A- (Excellent) and issuer credit ratings (ICR) of "a-" of
Montpelier Reinsurance Ltd. (Montpelier) (Hamilton, Bermuda) and
Montpelier US Insurance Company (MUSIC) (Oklahoma City, OK).

Concurrently, A.M. Best has affirmed the ICR of "bbb-" and all
debt ratings of Montpelier Re Holdings Ltd. (Montpelier Re)
(Hamilton, Bermuda) [NYSE: MRH].  The outlook for all ratings is
stable.

These rating actions reflect Montpelier's excellent risk-adjusted
capitalization, adequate operating performance and enhanced risk
management framework.  Partially offsetting these strengths is
Montpelier's susceptibility to high severity losses, which is
inherent in a global property catastrophe reinsurer.
Additionally, these strengths are tempered by the start-up nature
of the affiliated U.S. and U.K. operating platforms.

The stable outlook reflects the expectation that Montpelier Re's
future performance should benefit from the current operating
environment in its property focused book of business and the newer
operating platforms will begin to be accretive to overall returns.

Montpelier Re produced solid returns in 2006 and 2007, which
enabled its balance sheet to withstand the challenges faced during
2008.  While 2008 resulted in negative return measures due in part
to sizable realized and unrealized investment losses, the
company's risk management and strength of its balance sheet kept
the impact of these challenges to a controllable level.
Furthermore, risk management initiatives implemented in recent
years to help contain Montpelier Re's risk profile have proven to
be effective as evidenced by the manageable level of incurred
losses from the Atlantic hurricanes during 2008.

Montpelier Re's current financial leverage measures remain in line
with its rating levels, with debt and preferred-to-total equity at
approximately 20%.

The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for
Montpelier Reinsurance Ltd. and Montpelier US Insurance Company.

The ICR of "bbb-"has been affirmed for Montpelier Re Holdings Ltd.

This debt rating has been affirmed:

Montpelier Re Holdings Ltd.
-- "bbb-" on $250 million 6.125% senior unsecured notes, due
   2013

These indicative ratings have been affirmed under the shelf
registration:

Montpelier Re Holdings Ltd.
  -- "bbb-" on senior unsecured debt
  -- "bb+" on subordinated debt
  -- "bb" on preferred stock


NAILITE INTERNATIONAL: Gets Final Nod to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Nailite International Inc. final approval to (i) obtain a
$3 million senior secured superpriority DIP loan from Premier
Exterior Holdings, L.P., and (ii) use cash collateral of Premier
Exteriors, LLC, the Debtor's prepetition secured lender.

The use of Cash Collateral shall be used solely to fund working
capital requirements and operating expenses of the Debtor, in
accordance with a 13-week budget.

As of the Petition Date, the Debtor was obligated to Premier
Exteriors, LLC in the principal amount of $18,500,000, plus
accrued and unpaid interest and other costs and expenses, which
obligation is secured by substantially all of the the Debtor's
assets.

As security for the DIP loan, DIP Lender is granted first priority
liens in the both the pospetition collateral and the prepetition
collateral.

The authority granted to the Debtor to incur postpetition
indebtedness and to use Cash Collateral shall terminate on the
earlier of (a) April 17, 2009, (b) the date a sale of all or
substantially all of the Debtor's assets is consummated, and (c)
the effective date of a plan of reorganization.

As adequate protection for any diminution in the value of the
prepetition collateal, the Prepetition Lender is granted
replacement liens on all of the Postpetition Collateral.

A full-text copy of the Debtor's 13-week budget beginning
March 13, 2009, to June 5, 2009, is available at:

     http://bankrupt.com/misc/NailiteInternational.Budget.pdf

As reported in the Troubled Company Reporter on March 11, 2009,
the Court approved proposed procedures for the sale of
substantially all of the assets of Nailite International, Inc., at
an auction to be held on April 8.

The proposed purchaser is Premier Exteriors, LLC, also the
Debtor's prepetition secured lender.  Premier Exteriors proposed
to acquire the assets for a total purchase consideration,
calculated as of the Closing Date, equal to: (i) obligations in
the amount of $8.0 million outstanding as of the Petition Date
including the outstanding principal balance of the Notes, plus the
amount of any accrued and unpaid interest payable through the
Auction Date; plus (ii) cash in the amount of $650,000; plus (iii)
assumption of certain liabilities.

                    About Nailite International

Headquartered in Miami, Florida, Nailite International Inc. --
http://www.nailiteinternational.com-- produces injection
polypropylene based cedar and masonry replica siding. The Debtor
supplies residential construction and remodeling markets through
various building materials and siding distributors.  Nailite is
wholly-owned by Granham Partners, a private equity investor from
Wayne, Pennsylvania.

Nailite International filed for Chapter 11 on Feb. 13, 2009
(Bankr. D. Del., Case No. 09-10526).  Gabriel R. MacConaill, Esq.,
and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, have
been tapped as counsel.  AlixPartners LLP is also on-board as
restructuring adviser.  In its bankruptcy petition, the company
estimated assets and debts of between $50 million and
$100 million each.


NATIONAL DATACOMPUTER: Going Concern Doubt Raised in Sept. Report
-----------------------------------------------------------------
National Datacomputer Inc. filed an amendment to its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
2008, as filed with the Securities and Exchange Commission on
January 15, 2009, to remove a disclosure regarding the fact that
financial statements included in the Company's Form 10-Q for such
quarterly period had not been reviewed by the Company's
Independent Registered Public Accounting Firm.

The amended Quarterly Report on Form 10-Q also includes certain
additional disclosures regarding the Company's liquidity and
capital resources, and also reflects a correction to the Company's
basic and diluted net loss per share attributable to common
stockholders for the nine month period ended September 30, 2008,
as a result of a correction to the weighted average shares
outstanding for that period.

National Datacomputer had an accumulated deficit of roughly
$16,823,000 through September 30, 2008.  As a result of the
deficit and its cash position, National Datacomputer said the
report of its independent registered public accounting firm
relating to the financial statements as of and for the year ended
December 31, 2007, contains an explanatory paragraph regarding
substantial doubt about its ability to continue as a going
concern.

National Datacomputer has taken numerous steps to address this
situation.  In prior periods, National Datacomputer divested
itself of its audit business line in connection with a transaction
relating to shares of its preferred and common stock held by a
majority holder of its capital stock.  National Datacomputer
entered into an arrangement with A.S.T., Inc. and Phyle
Industries, Inc. pursuant to which National Datacomputer sold its
audit business line to AST in exchange for 4,150 shares of its
preferred stock -- representing all of its issued and outstanding
preferred stock.

During January 2007, acting as agent for certain new investors
interested in purchasing shares of the Company's common stock,
National Datacomputer caused the transfer of 2,022,616 shares of
its common stock, together with accrued but unpaid stock dividends
-- representing roughly 90% of its common stock in the aggregate -
that Phyle had previously purchased from Capital Bank Grawe Gruppe
AG.  The investors paid Phyle $250,000 for the purchase of the
common stock and agreed to also provide the Company $350,000 to be
used as working capital.

During July and September 2008, National Datacomputer's executive
officer together with members of its Board of Directors and one
additional investor agreed to invest an aggregate of $415,000 in
exchange for an aggregate of 1,891,667 shares of its common stock.
These funds were used to provide National Datacomputer with needed
working capital

National Datacomputer continues exploring all opportunities to
improve its financial condition by pursuing potential revenues
sources through increased marketing efforts.  There is a
possibility that National Datacomputer may not realize adequate
revenues in the near future to meet cash flow requirements, and
therefore might require the Company to implement further cost
saving actions or attempt to obtain additional financing.

National Datacomputer believes that based on its current revenue
expectations, the expected timing of such revenues, and its
current level of expenses it has sufficient cash to fund
operations through the end of 2008.  There can be no assurance
that the financing, if required, will be available on reasonable
terms, if at all.

The Company had $1.3 million in total assets and 2.1 million in
total liabilities, resulting in a stockholders' deficit of
$848,884 as of September 30, 2008.  It posted a net loss of
$329,414 for the three months ended September 30, 2008, and a net
loss of $386,561 for the nine months ended September 30, 2008.

                   About National Datacomputer

Based in Billerica, Mass., National Datacomputer Inc., (OTC BB:
IDCP) -- http://www.ndcomputer.com/-- engages in the design,
marketing, sale, and service of computerized systems used to
automate the collection, processing, and communication of
information related to product sales and inventory control.  The
company sells and distributes its products in the United States
through a direct sales force to office coffee service, beverage
distribution, bakery, snacks, and dairy markets.


OPEN ENERGY: Discloses Issuance of Series B Convertible Notes
-------------------------------------------------------------
Applied Solar, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that on January 29, 2009, it
issued 5,747,126 shares of common stock to Europanel AB, one of
the holders of the Company's Series B Convertible Notes upon the
conversion by the holder of $500,000 in aggregate principle amount
of the notes.  The Series B Convertible Notes were converted at a
rate of $0.087 per share.

On March 3, 2009, the Company issued 5,747,126 shares of common
stock to Styrbjorn AS, another holder of its Series B Convertible
Notes, upon the conversion of $500,000 in aggregate principal
amount of the notes.  This second conversion was also effected at
a conversion rate of $0.087 per share.

The issuance of the shares was exempt from registration under the
Securities Act of 1933, pursuant to Section 4(2) and/or Rule 506
of Regulation D promulgated thereunder, the Company said.

Based in Solana Beach, California, Open Energy Corporation (OTC
BB: OEGY) -- http://www.openenergycorp.com -- a renewable energy
company, focuses on the development and commercialization of a
portfolio of solar technologies for residential, commercial, and
industrial applications.  The company designs, manufactures, and
distributes building-integrated photovoltaic roofing tiles,
roofing membranes, and architectural photovoltaic glass products
under the SolarSave(R) trade name.

Open Energy effective January 16, 2009, changed its name to
Applied Solar, Inc.  The name change was effected through the
merger of the Company's wholly-owned subsidiary, Applied Solar,
Inc., a Nevada corporation, with and into the Company pursuant to
articles of merger.  Neither the merger nor the amendment of the
Company's articles of incorporation to change the name required
shareholder approval under applicable Nevada law.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Squar Milner Peterson Miranda & Williamson LLP, in San Diego
raised substantial doubt about the ability of Open Energy
Corporation to continue as a going concern after it audited the
Company's financial statements for the year ended May 31, 2008.
The auditing firm pointed to the company's recurring losses from
operations and working capital deficit.


PAY88 INC: Files Amendment to March 2008 Annual Report
------------------------------------------------------
Pay88, Inc., has filed an amendment to its Form 10-K with the
Securities and Exchange Commission to amend and restate the
Management's Discussion and Analysis and Controls and Procedures
of its Annual Report on Form 10-K filed on March 31, 2008.  The
Company explained that the amendment was made in response to
certain questions raised by the Securities and Exchange Commission
to the filing.  No other information in the Original Filing was
amended.  No other disclosure in the Original Filing has not been
updated to reflect other events occurring after the date of the
Original Filing, or to modify or update those disclosures affected
by subsequent events, and the Form 10-K/A continues to speak as of
the filing date of the Original Filing, the Company said.

Management has said that, through subsidiary Qianbao, Pay88 will
continue to focus over the next 12 months on developing Internet
distribution platform on Qianbao's Web sites and increasing the
volume of sales of multi player online game cards on those Web
sites.  Qianbao will continue to focus on developing its Web
sites, http://www.iamseller.comand http://www.17logo.comand to
build other Internet Web sites on which it will operate a
distribution platform through which it will be able to offer
products for sale to consumers or retailers visiting those Web
sites.

Pay88 has formal arrangements with these manufacturers for the
supply of products to be sold on Qianbao's Web site: Shandong
Tianfu Online Platform (supplier of game cards); Golden game
(supplier of game cards); 51points (supplier of game cards);
Optisp Communication (supplier of game cards): Sifang Online
Distribution Platform (supplier of game cards); Chongqing Taoxing
(supplier of study cards); and Chongqing Dezheng Technology
Development.  No individual manufacturer alone is material to the
Company's current business.  Pay88 is currently engaged in
agreements with the suppliers.  However, there is no assurance
that the Company will be successful in marketing and selling these
products.

As of December 31, 2007, Pay88 had $124,108 in cash.  Pay88
believes that the funds will not be sufficient to effectuate plans
with respect to the business of Qianbao over the next 12 months.
Pay88 said it will need to seek additional capital for the purpose
of financing marketing efforts.

The Company has incurred a net loss of $11,305,479, which included
the common stock issued for consulting fees of $10,133,332 and
amortization of debt discount and cash discount related to the
secured convertible promissory notes of $410,474, for the year
ended December 31, 2007.  In addition, the Company has incurred
significant losses and had negative cash flow from operations
since April 24, 2006 (date of inception) and has an accumulated
deficit of $11,603,243 at December 31, 2007.  Substantial portions
of the losses are attributable to consulting and professional
fees.  Furthermore, the Company's gross margin rate from its
current operations was very low.  It was approximately 2.5% and
2.2% in 2007 and 2006, respectively.

These factors raised substantial doubt about the Company's ability
to continue as going concern.

Pay88 said there can be no assurance that sufficient funds will be
generated during the next 12 months or thereafter from the
Company's current operations, or that funds will be available from
external sources such as debt or equity financings or other
potential sources.  The lack of additional capital could force the
Company to curtail or cease operations and would, therefore, have
a material adverse effect on its business.  Furthermore, there can
be no assurance that any such required funds, if available, will
be available on attractive terms or that they will not have a
significant dilutive effect on the Company's existing
stockholders.

During 2007, the Company received net loans totaling $579,300 from
its officers and shareholders, and net proceeds from convertible
debt issuance of $1,359,725 after cash discount of $810,000 and
finance cost of $140,275.

The Company has undertaken further steps as part of a plan to
improve operations with the goal of sustaining operations for the
next 12 months and beyond to address lack of liquidity by raising
additional funds, either in the form of debt or equity or some
combination thereof.  The Company is planning to expand its
current operations to increase its sales volume.  The Company is
also seeking for the opportunities to diversify its operations,
which including other more profitable product lines and to improve
its current gross margin.  However, there can be no assurance that
the Company can successfully accomplish these steps and or
business plans, and it is uncertain that the Company will achieve
a profitable level of operations and be able to obtain additional
financing.

There can be no assurance that any additional financings will be
available to the Company on satisfactory terms and conditions, if
at all.  In the event Pay88 is unable to continue as a going
concern, it may elect or be required to seek protection from
creditors by filing a voluntary petition in bankruptcy or may be
subject to an involuntary petition in bankruptcy.  To date,
management has not considered this alternative, nor does
management view it as a likely occurrence.

Pay88 also indicated that, although Qianbao is a subsidiary, the
acquisition of Qianbao by Pay88 that was consummated September 5,
2006, has been treated as a reverse merger of Qianbao.  According
to Pay88, this means that Qianbao is the continuing entity for
financial reporting purposes.

A full-text copy of the Form 10-K/A report is available at no
charge at: http://researcharchives.com/t/s?3a7b

On December 30, 2008, Pay88 entered into an amendment agreement
with the holders of its secured convertible promissory notes and
warrants changing the conversion price of the notes and the
exercise price of the warrants.  As of December 31, 2008, the
Company owed an aggregate of $1,770,750.00, representing principal
and all accrued interest thereon.  The notes bear interest at the
rate of prime plus 4% per annum, and are payable in either cash
or, absent any event of default, in shares of common stock.  All
accrued but unpaid interest and any other amounts pursuant to the
secured convertible promissory notes were due and payable March
12, 2009 (or earlier upon acceleration following an event of
default).

All of the principal and accrued interest on the secured
convertible promissory notes is convertible into shares of Pay88
common stock at the election of the investors at any time.  The
Amendment changes the original conversion price of $1.00 per share
to the lessor of (i) the closing bid price of our stock on the day
prior to conversion date or (ii) $0.80, subject to further
reduction as described in the original note.  All the other terms
of the notes remain unchanged in full force and effect.

The Class A warrants and Class B warrants that, in the aggregate,
are exercisable at any time until September 12, 2012 to purchase
2,310,000 shares of Pay88 common stock, were initially issued at
an exercise price of $0.81 and $1.13, respectively.  These
warrants also include a cashless exercise provision as well as
"full ratchet" anti-dilution provisions with respect to certain
securities issuances.  The Amendment changed the exercise price of
both the Class A and Class B warrants to $0.75, subject to further
reduction as described in the original warrant agreements.  All
the other terms of the warrants remain unchanged and in full force
and effect.

                         About Pay88 Inc.

Pay88 Inc. (OTC BB: PAYI) -- http://www.pay88.com/-- was
incorporated on March 22, 2005, under the name "Pay88 Ltd." in the
State of New Hampshire.  The company subsequently decided to
reincorporate in the State of Nevada by merging with and into
Pay88 Inc., a Nevada corporation formed for such purpose on
July 7, 2005.  The merger was effectuated on Aug. 9, 2005.

Through the company's wholly owned subsidiary, Chongqing Qianbao
Technology Ltd., a Chinese limited liability company, Pay88 Inc.
is primarily engaged in the sale of prepaid multi-player online
game cards through the Internet.  The company also offers for sale
prepaid telephone cards and over 800 software products, including
cooking and language software.


PEP BOYS-MANNY: S&P Withdraws 'B+' Rating on $357.5 Mil. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+'
issue-level rating on Pep Boys-Manny, Moe & Jack's $357.5 million
senior secured asset-based revolving credit facility due December
2009.

The rating withdrawal follows the company's replacement of the
credit facility with a new unrated $300 million senior secured
asset-based revolving credit facility due January 2014.


PHILADELPHIA NEWSPAPERS: Interim Cash Collateral Order Extended
---------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Philadelphia Newspapers
LLC, received, on an interim basis, a third extension on their
ability to use their secured lenders' cash collateral.

The final hearing has been moved to March 31 to deal with
objections.

The Debtor is seeking $25 million in postpetition financing from
an affiliate of its owners.

According to Bill Rochelle, creditors contend the financing is to
maintain the job of Chief Executive Officer Brian Tierney, who led
a group of investors that acquired the newspapers in June 2006
from McClatchy Co. for $562 million.

Lawrence G. McMichael, Esq., at Dilworth Paxson L.L.P., which
represents Philadelphia Newspapers, said that the hearing was
postponed for the third time as the two sides continue talking
about ways to resolve their dispute over the financing, according
to The Philadelphia Inquirer.

Philadelphia Newspapers' day-to-day finances are in good shape and
it could continue funding its operations from cash flow until the
end of April, The Philadelphia Inquirer says, citing
Mr. McMichael.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHILIP MARTIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Philip J. Martin
        28720 Ono Boulevard
        Orange Beach, AL 36561

Bankruptcy Case No.: 09-11178

Chapter 11 Petition Date: March 12, 2009

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  igpc@irvingrodskypc.com
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bankfirst Financial Services                     $1,525,468
538 Hwy 45 North
West point, MS 39773

Evabank                        secured:          $1,222,787
1710 Cherokee Ave., SW         $4,000,000
Cullman, AL 35055

Branch Banking & Trust         secured:          $812,504
PO Box 580003                  $900,000
Charlotte, NC 28258-00003

BEAU RIVAGE $85,000.00

JAMES TORREY                   secured:          $737,000
                               $200,000

GRANT, KONVALINKA, &                             $537,000
HARRISON

JOE GILCHRIST                                    $472,000

INTERNAL REVENUE SERVICE                         $389,466

BRANCH BANKING & TRUST         secured:          $252,582
                               $300,000

BRANCH BANKING & TRUST         secured:          $249,145
                               $300,000

RON SCAGLIONE                                    $211,000

JOHN PATRICK KONVALINKA, JR.   secured:          $210,000
                               $200,000

BRADLEY ARANT                                    $170,322

ESCAMBIA COUNTY TAX                              $94,583

PEARL RIVER RESORT                               $94,000

ALABAMA DEPARTMENT OF                            $88,965
REVENUE

BB&T BANKCARD                                    $84,895

BANK TRUST                                       $78,336

American Express                                 $78,325

JAMES P. NIX                                     $61,057

American Express                                 $56,448


PHILOSOPHY INC: S&P Gives Negative Outlook; Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Phoenix, Arizona-based cosmetics manufacturer and
marketer philosophy Inc. to negative from stable.  At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'B' long-term corporate credit rating.  S&P estimate
philosophy had about $256 million of debt as of Dec. 31, 2008.

The outlook revision is based on philosophy's weaker-than-expected
credit measures for the year ended Dec. 31, 2008 and S&P's
expectation that the company will face challenges to improve
credit measures in the near term.  Moreover, weak economic trends
have affected the cosmetics sector, and philosophy's fourth-
quarter results for the period ended December 2008 were in line
with industry declines.

The ratings on philosophy reflect its narrow product focus and
participation in the highly competitive and fragmented cosmetics
and personal care industries, relatively small sales and earnings
base, and significant customer concentration.

Philosophy has established good brand loyalty in its niche health,
beauty, personal care, and cosmetic segments.  However, the
company maintains a narrow product focus in its operating
segments.  In addition, the operating environment in its key
product segments remains highly competitive.

"Leverage is currently above 6x and S&P would consider a ratings
downgrade if philosophy cannot improve its credit measures, and/or
if credit metrics and performance continue to weaken," said
Standard & Poor's credit analyst Susan H. Ding.  S&P would also
consider a downgrade if the company demonstrates a more aggressive
financial policy.

"We would consider an outlook revision to stable if philosophy can
reduce leverage to the 5.5x area, while maintaining margins close
to current levels," she continued.


PILGRIM'S PRIDE: To Sell Farmerville Chicken Complex for $80 Mil.
-----------------------------------------------------------------
Pilgrim's Pride Corporation has agreed to sell its chicken complex
in Farmerville, La., to Foster Farms for $80 million.  The
transaction is subject to the parties entering into a purchase
agreement, as well as the expiration or termination of the waiting
period under the Hart-Scott Rodino Improvements Act and approval
by the U.S. Bankruptcy Court.  The company expects the transaction
would be completed within 30 days from signing the purchase
agreement.

The Farmerville operations include a processing facility, cook
plant, hatchery, feed mill, protein conversion plant and any
associated inventory.

"Consistent with what we have said from the beginning, we would
consider selling the complex if we received a meaningful offer
reflective of the value for these assets," said Don Jackson,
president and chief executive officer.  "We believe this sale at
this price is in the best interests of all parties involved,
including our employees, growers, the Farmerville community, and
our creditors.  We appreciate the support and efforts of Louisiana
Governor Bobby Jindal and his staff working to bring this process
to a satisfactory conclusion for everyone involved."

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- 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 in
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)


PLANET TOYS: Files for Chapter 7 Bankruptcy in New York
-------------------------------------------------------
Reuters reports that Planet Toys Inc has filed a Chapter 7
bankruptcy petition in the U.S. Bankruptcy Court, Southern
District of New York.

Planet Toys listed $1 million to $10 million in assets and
$10 million to $50 million in debts, Reuters relates.

According to Reuters, nonprofit Asbestos Disease Awareness
Organization filed a lawsuit against Planet Toys and CBS Corp in
2008, claiming that they sold toy crime-scene kits based on the
hit CBS series "CSI: Crime Scene Investigation" that contained the
cancer-causing substance, resulting in recalls of the kits.
Multiple tests had shown no traces of asbestos, Reuters says,
citing Planet Toys.

Planet Toys, Reuters states, is facing a potential class action
lawsuit over the kits.  Plaintiffs in the case have until
March 30 to file a motion to certify the class, court documents
say.

New York-based Planet Toys Inc manufactures dolls and stuffed
toys.


PMC MARKETING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PMC MARKETING CORP
        aka Farmacias El Amal
        aka COD Drugs
        P.O. Box 29166
        San Juan, PR 00929

Bankruptcy Case No.: 09-02048

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ymas Inventory Management Corp.                    09-02049

Chapter 11 Petition Date: March 18, 2009

Court: District of Puerto Rico (Old San Juan)

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  cacuprill@aol.com
                  Charles A. Curpill, PSC Law Office
                  356 Calle Fortaleza
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $10,144,505

Total Debts: $32,520,014

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
WesternBank                    loans             $23,067,175
Westernbank World Plaza
Suite 600
San Juan, PR 00918

Glaxosmithkline Consumer       inventory         $451,016
PO Box 71591
San Juan, PR 00936-8691

J&J Hemisferica                inventory         $179,108
PO Box 71463
San Juan, PR 00936-8563

Coty Puerto Rico Inc.          inventory         $164,223

Wyeth Consumer CHC             inventory         $163,687

Kimberly-Clark                 inventory         $144,505

The Procter & Gamble LLC       inventory         $99,769

Vaquerta Tres Monjitas         inventory         $99,018

Ferrero Inc.                   inventory         $98,145

Elizabeth Arden                inventory         $91,591

Abbott Laboratories            inventory         $88,935

Four Seasons General           inventory         $71,453
Merchandise

TNT Fireworks                  inventory         $66,338

Holsum Bakers                  inventory         $62,612

Rich On Inc.                   inventory         $69,703

L'Oreal Caribe                 inventory         $59,191

DM Natural Product Inc.        inventory         $49,706

Cadbury Adams                  inventory         $42,659

Frito Lay Quaker P.R.          inventory         $41,683

The petition was signed by Saleh Yassin.


PMI GROUP: Fitch Corrects Ratings; Junks Issuer Default Rating
--------------------------------------------------------------
This amends a press release published earlier and contains details
on the information Fitch used in coming to its rating conclusions
in the last paragraph.

Fitch Ratings has downgraded and removed the ratings of The PMI
Group, Inc., and subsidiaries from Rating Watch Negative.  The
Rating Outlook is Negative.


The rating actions reflect the loss expectations and capital
constraints facing PMI as an independent mortgage insurance
company.  PMI has extremely limited access to the capital markets
and, as a result, will largely have to rely on current capital
resources to satisfy ongoing MI claims.  PMI's rating reflects the
company's limited capital resources in comparison to Fitch's
expectations of continued losses and the risk profile of PMI's
insured exposures relative to its peers.  Fitch is concerned that
PMI's earnings profile may exhibit greater than industry average
volatility given PMI's relatively larger exposure to stressed
regions, such as California and Florida, and Alt-A mortgages on
the 2007 and prior vintages, a significant portion of which has
yet to experience its peak loss years based on historical mortgage
collateral loss development patterns.

Recently, TPG announced it had secured a temporary amendment to
its $250 million credit facility, effective March 15, 2009 and
expiring April 15, 2009, during which time the Company is seeking
to negotiate a more permanent amendment to its credit facility.
During the temporary amendment period, the minimum adjusted
consolidated net worth covenant has been reduced to $1.2 billion
from $1.5 billion and the maximum risk to capital ratio covenant
has been increased to 24:1 from 20:1.  In addition, the financial
strength ratings event of default has been suspended.  At year-end
2008, the risk to capital ratio for PMI was 18.5:1 compared to
10.8:1 at the end of 2007, and it is likely the company was close
to breaching this leverage covenant.

The current amount drawn under the credit facility is
$200 million, compared with approximately $236 million of cash on
hand.  In the event that TPG is unable to successfully restructure
the bank facility and is forced to repay the
$200 million outstanding, it would be left with approximately
$36 million with which to fund interest payments of approximately
$29 million per annum on its outstanding senior and junior notes,
as well as fund any operating expenses (The approximated
$36 million does not include the impact of a tax sharing
arrangement TPG has with PMI US which may provide TPG with
additional liquidity).

A default under the bank facility would lead to an acceleration of
the outstanding $400 million of senior notes, causing them to
become due and payable as well.  In that event, the Company would
not have sufficient liquidity to repay all of those obligations.
In Fitch's opinion, a deferral of interest on the junior notes,
while not announced by the Company, is increasingly likely as the
Company seeks to maintain liquidity and negotiate a more permanent
amendment to its credit facility. Fitch notes that the interest
savings of such a deferral would be minimal.

The MI industry faces continuing challenges, including rising
unemployment, home price depreciation and limited access to
refinancing options for homeowners which in turn have contributed
to rising delinquencies and losses within insured portfolios.
Fitch expects that the MI industry will continue to face a
challenging operating environment for the foreseeable future.
Positively, Fitch recognizes the possibility of a stabilizing
impact from the various initiatives by the U.S. government to
reduce stresses in the U.S. housing market, however the timing and
impact of any such initiatives remains uncertain.

For its current action, Fitch relied on public information on TPG
and its subsidiaries as well as certain non-public information
previously received from TPG regarding its mortgage insurance
portfolio.  However, Fitch no longer regularly meets with TPG
management, nor does it receive non-public information from the
company on an ongoing basis.

Fitch has downgraded these ratings:

PMI Mortgage Insurance Co.
PMI Insurance Co.
PMI Mortgage Insurance Company Limited

  -- IFS to 'BB' from 'BBB+'.

The PMI Group Inc.

  -- Long-term issuer to 'CCC' from 'BB';

-- $250 million 6% senior notes due Sept. 15, 2016 to 'CCC'
   from 'BB';

  -- $150 million 6.625% senior notes due Sept. 15, 2036 to 'CCC'
     from 'BB'.

PMI Capital I

  -- $51.593 million 8.309% junior subordinated debentures due
     Feb. 1, 2027 to 'CC' from 'BB-'.


PMI GROUP: Loss Expectations Prompt Fitch's Rating Downgrades
-------------------------------------------------------------
Fitch Ratings has downgraded and removed the ratings of The PMI
Group, Inc., and subsidiaries from Rating Watch Negative.  The
Rating Outlook is Negative.

The rating actions reflect the loss expectations and capital
constraints facing PMI as an independent mortgage insurance
company.  PMI has extremely limited access to the capital markets
and, as a result, will largely have to rely on current capital
resources to satisfy ongoing MI claims.  PMI's rating reflects the
company's limited capital resources in comparison to Fitch's
expectations of continued losses and the risk profile of PMI's
insured exposures relative to its peers.  Fitch is concerned that
PMI's earnings profile may exhibit greater than industry average
volatility given PMI's relatively larger exposure to stressed
regions, such as California and Florida, and Alt-A mortgages on
the 2007 and prior vintages, a significant portion of which has
yet to experience its peak loss years based on historical mortgage
collateral loss development patterns.

Recently, TPG announced it had secured a temporary amendment to
its $250 million credit facility, effective March 15, 2009, and
expiring April 15, 2009, during which time the Company is seeking
to negotiate a more permanent amendment to its credit facility.
During the temporary amendment period, the minimum adjusted
consolidated net worth covenant has been reduced to $1.2 billion
from $1.5 billion and the maximum risk to capital ratio covenant
has been increased to 24:1 from 20:1.  In addition, the financial
strength ratings event of default has been suspended.  At year-end
2008, the risk to capital ratio for PMI was 18.5:1 compared to
10.8:1 at the end of 2007, and it is likely the company was close
to breaching this leverage covenant.

The current amount drawn under the credit facility is
$200 million, compared with approximately $236 million of cash on
hand.  In the event that TPG is unable to successfully restructure
the bank facility and is forced to repay the
$200 million outstanding, it would be left with approximately
$36 million with which to fund interest payments of approximately
$29 million per annum on its outstanding senior and junior notes,
as well as fund any operating expenses (The approximated
$36 million does not include the impact of a tax sharing
arrangement TPG has with PMI US which may provide TPG with
additional liquidity).

A default under the bank facility would lead to an acceleration of
the outstanding $400 million of senior notes, causing them to
become due and payable as well.  In that event, the Company would
not have sufficient liquidity to repay all of those obligations.
In Fitch's opinion, a deferral of interest on the junior notes,
while not announced by the Company, is increasingly likely as the
Company seeks to maintain liquidity and negotiate a more permanent
amendment to its credit facility.  Fitch notes that the interest
savings of such a deferral would be minimal.

The MI industry faces continuing challenges, including rising
unemployment, home price depreciation and limited access to
refinancing options for homeowners which in turn have contributed
to rising delinquencies and losses within insured portfolios.
Fitch expects that the MI industry will continue to face a
challenging operating environment for the foreseeable future.
Positively, Fitch recognizes the possibility of a stabilizing
impact from the various initiatives by the U.S. government to
reduce stresses in the U.S. housing market, however the timing and
impact of any such initiatives remains uncertain.

For its current action, Fitch relied on public information on TPG
and its subsidiaries as well as certain non-public information
previously received from TPG regarding its mortgage insurance
portfolio.  However, Fitch no longer regularly meets with TPG
management, nor does it receive non-public information from the
company on an ongoing basis.

Fitch has downgraded these ratings:

PMI Mortgage Insurance Co.
PMI Insurance Co.
PMI Mortgage Insurance Company Limited

  -- IFS to 'BB' from 'BBB+'.

The PMI Group Inc.

  -- Long-term issuer to 'CCC' from 'BB';

-- $250 million 6% senior notes due Sept. 15, 2016 to 'CCC'
   from 'BB';

  -- $150 million 6.625% senior notes due Sept. 15, 2036 to 'CCC'
     from 'BB';

PMI Capital I

  -- $51.593 million 8.309% junior subordinated debentures due
     Feb. 1, 2027 to 'CC' from 'BB-'.


POLAROID CORP: Court Okays Sotheby's to Appraise Art Collection
---------------------------------------------------------------
Bloomberg News reports that the Hon. Gregory Kishel of the U.S.
Bankruptcy Court for the District of Minnesota has allowed
Polaroid Corp. to hire New York auction house Sotheby's to
appraise the Company's art collection.

According to Bloomberg, the art collection -- which includes
archival documents, images, artist notes, books and other
memorabilia -- will be sold during an auction on March 30, 2009.
Bloomberg relates that Polaroid earlier valued the art at
$8.8 million, about 20% of Genii Capital SA's $42 million offer
for the Company.  The report states that Polaroid agreed in
January 2009 to sell its assets to Genii Capital, a deal subject
to competing bids.

                    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.


PRATT-READ CORP: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pratt-Read Corporation
        710 Bridgeport Avenue
        Shelton, CT 06484

Bankruptcy Case No.: 09-50481

Type of Business: The Debtor makes metal stampings.

                  See: http://www.pratt-read.com

Chapter 11 Petition Date: March 19, 2009

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: James Berman, Esq.
                  jberman@zeislaw.com
                  Jed Horwitt, Esq.
                  jhorwitt@zeislaw.com
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
The Rotuba Extruder's Inc.                       $1,261,013
1401 Park Avenue South
Linden, NJ 07036-1698

Reckson/Australia Portfolio                      $783,087
Unencumbered
PO Box 30075
New York, NY 10087-0075

City of Bridgeport                               $142,886
325 Congress Street
Bridgeport, CT 06604

Col-Fin Specialty Steel Corp.                    $118,214

Valentice Plating Company                        $89,812

Jomart Associates Inc.                           $75,556

Quality Rolling & Deburring Co.                  $60,085

KER Custom Molders Inc.                          $27,303

B.M.L. Tool & MFG Corp.                          $26,300

Standard Plating Inc.                            $20,409

GE Capital                                       $20,347

The petition was signed by H.B. Woody Comstock, president.


PROGRESSIVE GAMING: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Progressive Gaming
International Corp. has filed for Chapter 7 bankruptcy in Las
Vegas, listing $263,600 in assets and $5.6 million in debts.

Bloomberg relates that Progressive Gaming had $63.8 million in
assets and $61.2 million in liabilities as of September 30, 2008.
The report states that International Game purchased the assets,
including Progressive Gaming's U.S. and foreign assets, along with
the rights of lender Private Equity Management Group Financial
Corp.  The report says that International Game acquired in August
2008 Casinolink Jackpot Station software from Progressive Gaming
under a lending agreement, for $15 million in convertible bonds.

Progressive Gaming, says Bloomberg, formerly did business as
Mikohn Gaming Corp.  Bloomberg relates that Progressive Gaming
sold most of its assets to International Game Technology on
January 20 for $16.2 million.

                     About Progressive Gaming

Progressive Gaming International Corporation --
http://www.progressivegaming.net/-- is a leading global supplier
of integrated casino and jackpot management solutions for the
gaming industry.

Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Progressive Gaming International
Corporation to 'D' from 'CCC', after Progressive announced on
Dec. 24, 2008, that it will allow its secured lender to foreclose
on its assets.

PGIC had violated covenants under its senior credit facilities for
the quarter ended Sept. 30, 2008.  On Nov. 7, 2008, PGIC's senior
lender issued an acceleration notice for the company's senior
secured revolving credit facility and term loan.  Subsequent to
this, the lenders entered into a forbearance agreement which
expired on Nov. 21, 2008.  The ratings were lowered ratings to 'D'
because the forbearance agreement between the lenders and PGIC has
expired without the loans being repaid, and because the lenders
are now pursuing recovery through the sale of collateral.


PRS II LLC: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------
Debtor: PRS II, LLC
        dba Fort Morgan
        3535 Gillespie, No. 305
        Dallas, TX 75219

Bankruptcy Case No.: 09-31436

Chapter 11 Petition Date: March 6, 2009

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  gpronske@pronskepatel.com
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
PRM Realty Group, LLC         Advances Made to   $$210,466
150 N. Wacker Dr., #1120      PRS
Chicago, IL 60606
Tel: (312) 704-0400

Peter Morris                  Advances Made to   $117,946
150 N. Wacker Dr., Ste. 1120  PRS
Chicago, IL 60606
Tel: (312) 704-0400

Peter Sterling                Advances made to   $32,768
11 Raeburn Court              PRS
Babylon Village, NY 11702

Zieman, Speegle, Jackson      Legal Fees         $9,016
& Hoffman, L.L.C.

Brockington and Associates    Archeological      $5,335
                              study

Zieman, Speegle, Jackson      Legal Fees         $5,335

Ross Security Consultants     Research Analysis  $1,725

Marks Paneth & Schron         Tax services       $1,080

The petition was signed by Peter R. Morris.


REMOTEMDX INC: Registers 2,000,000 Shares to Raise $240,000
-----------------------------------------------------------
RemoteMDx, Inc., filed with the Securities and Exchange Commission
a Form S-8 registration statement to register 2,000,000 common
shares.  The proposed maximum offering price per share is $0.12.
The proposed maximum aggregate offering price is $240,000.

The Registration Statement also covers an indeterminate number of
Common Shares that may be issuable by reason of stock splits,
stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933, as amended, the Company
said.

A full-text copy of the Form S-8 is available at no charge at:

                http://ResearchArchives.com/t/s?3a7a

In a separate filing, the Company said that effective February 1,
2009, it accepted the resignation of Peter McCall as a member of
the Company's Board of Directors.  Mr. McCall indicated that he
was resigning to pursue other interests and that his resignation
was not the result of any disagreement with the Company or any of
its officers, directors or other members of its Board.

Effective February 1, following the resignation of Mr. McCall, the
Board appointed John L. Hastings, III to serve the remainder of
Mr. McCall's current term as a member of the Board .  Mr. Hastings
is also the Company's President and Chief Operating Officer.  Mr.
Hastings became President on June 19, 2008, and Chief Operating
Officer in November 2008.

Mr. Hastings has worked for Nestle/Stouffer's, Kraft/General
Foods, Nissan Motor Acceptance Corp., NCR/Teradata, Unisys Corp.
and VNU/AC Nielsen during his career.  He has also served on the
boards of small entrepreneurial companies.  From 1998 through
2006, Mr. Hastings worked with VNU - AC Nielsen in several
executive posts, last serving as its Senior Vice President and
General Manager of Global Business Intelligence, reporting
directly to the company's Chief Executive Officer.

Upon acquisition and privatization of VNU in 2006, and until his
appointment as President of RemoteMDx, Mr. Hastings served as the
interim President and CEO of Klever Marketing, Inc., a Utah-based
retail marketing company.  Mr. Hastings possesses a BA from Cal
State University, Fullerton CA (1985) and an MBA from Pepperdine
University, Malibu CA (1987).

                        About RemoteMDx Inc.

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- operates in two business segments.
The Volu-Sol segment is engaged in the business of manufacturing
and marketing medical diagnostic stains, solutions and related
equipment to hospitals and medical testing labs.  The electronic
monitoring segment is engaged in the business of developing,
distributing and monitoring offender tracking devices.

On December 23, 2008, Hansen, Barnett & Maxwell, P.C., in Salt
Lake City, Utah, wrote to the Board of Directors and Stockholders
of RemoteMDx, Inc., that it has audited the consolidated balance
sheets of RemoteMDx, Inc. and subsidiaries as of September 30,
2008 and 2007, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended September 30, 2008.  "The
Company has incurred losses and has an accumulated deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern."

As of December 31, 2008, the Company's balance sheet showed total
assets of $11,128,647 and total liabilities of $14,840,104.  The
Company incurred a net loss of $4,934,159 for the three months
ended December 31, 2008. As of December 31, 2008, the Company had
stockholders' deficit of $3,711,457 and an accumulated deficit of
$187,618,155.  According to Chief Executive Officer David G.
Derrick, these factors raise substantial doubt about the Company's
ability to continue as a going concern.


RLC INDUSTRIES: S&P Downgrades Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on Dillard, Oregon-based RLC Industries Co. and placed the rating
on CreditWatch with negative implications.  The corporate credit
rating was lowered to 'B+' from 'BB'.

"The downgrade and CreditWatch listing reflect our assessment that
the company will likely be in jeopardy of breaching the financial
covenants governing its bank credit facility during the next few
quarters," said Standard & Poor's credit analyst Andy Sookram.
"This is due to continued weak end-market demand as a result of
the poor U.S. housing market and declining commercial construction
activities."  Specifically, the bank facility requires the company
to maintain total debt to EBITDA of 4.4x and an interest coverage
ratio of 3x.  Previously, S&P were expecting the company to take
the necessary steps to ensure compliance with financial covenants,
including potential timberland sales, which are part of the
covenant calculations.  However, given the difficult operating
environment and tight credit markets, S&P think the likelihood of
near-term meaningful asset sales has diminished.

In resolving the CreditWatch listing, S&P will assess near-term
operating prospects and the company's liquidity profile relative
to its bank debt covenants.


SCO GROUP: Delays Jan. 31 Quarterly Report; Sees 36% Revenues Drop
------------------------------------------------------------------
The SCO Group, Inc., in a regulatory filing with the Securities
and Exchange Commission, said that due to time required for
preparation of documents and a key hearing scheduled for March 16,
2009 in connection with its bankruptcy proceedings, the Company
requires additional time to file a complete and accurate Form 10-Q
for the three months ended January 31, 2009.

Kenneth R. Nielsen, SCO Group's Chief Financial Officer, disclosed
that revenue for the three months ended January 31, 2009 decreased
roughly 36% when compared with the three months ended January 31,
2008, as a result of increased competition from alternative
operating systems, particularly Linux, and from continuing
negative publicity from the SCO Litigation and the Company's
filing for Chapter 11 bankruptcy.  The net loss for the three
months ended January 31, 2009, improved over the net loss for the
three months ended January 31, 2008, as a result of decreased
operating costs which were offset, in part by a decrease in
revenue.

Early this month, SCO filed with the Commission Amendment No. 1 on
Form 10-K/A, which amends its Annual Report on Form 10-K for the
fiscal year ended October 31, 2008.  SCO re-filed Part III of the
report to include information required by Items 10, 11, 12, 13,
and 14 because its definitive proxy statement containing those
information will not be filed within 120 days after its fiscal
year ended October 31, 2008.  In addition, in connection with the
filing of the Amendment and pursuant to the rules of the
Securities and Exchange Commission, SCO included with the
Amendment certain currently dated certifications.

No other changes were made to the Original Filing.

A full-text copy of the amendment is available at no charge at:

               http://ResearchArchives.com/t/s?3a75

                        About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.


SENATOR THEATRE: Owner May File for Chapter 11 Bankruptcy
---------------------------------------------------------
Chris Kaltenbach at Baltimoresun.com reports that Senator Theatre
owner Tom Kiefaber may file for Chapter 11 bankruptcy protection.

Baltimoresun.com relates that Sean Brescia, the owner of a
management and promotion company who has been working with Mr.
Kiefaber over the past several weeks to keep the theater from
going into foreclosure, said that a bankruptcy filing would hold
off the foreclosure auction and give potential buyers more time to
raise money.  According to Baltimoresun.com, the auction was
tentatively set for the middle of April.  The report quoted Mr.
Kiefaber as saying, "We're aggressively evaluating our best
options to buy time to reorganize interim operations and structure
an acquisition that is in the best interests of the community and
The Senator Theatre and its future.  It may be that a Chapter 11
filing is our best or only option for buying that time."

Mr. Brescia, according to Baltimoresun.com, said that since
Senator Theatre stopped selling tickets last week, he and Mr.
Kiefaber met with interested parties, including members of the
Senator Community Trust -- a group of neighborhood residents who
hope to raise enough money to acquire the theater and operate it
as a non-profit -- and individual investors.  "We're open and
ready to receive and entertain any number of propositions," the
report quoted Mr. Brescia as saying.

Mr. Kiefaber hopes to re-open Senator Theatre soon, although not
as a "first-run theater," and it would try to raise money by
showing films and seeking donations, Baltimoresun.com states,
citing Mr. Brescia.  According to the report, Mr. Kiefaber
scheduled a triple feature of the three X-Men movies over the
weekend at Hampden's Rotunda Cinematheque, which he also operates.

Baltimoresun.com says that Senator Community Trust has posted a
plea on its Web site -- Friendsofthesenatortheatre.wordpress.com -
- asking for donations of $70,000 needed to bring Senator
Theatre's mortgage current.  Citing 1st Mariner chairperson and
CEO Ed Hale, Baltimoresun.com states that Mr. Kiefaber hasn't made
a payment in months.  Baltimoresun.com relates that 1st Mariner
notified Mr. Kiefaber two weeks ago that it would be accelerating
the foreclosure process.

Senator Theatre is a theater in North Baltimore.


SMURFIT-STONE: To Close Mansfield Unit, 83 Workers to be Laid Off
-----------------------------------------------------------------
Lou Whitmire at Mansfield News Journal reports that Smurfit-
Stone Container Corp. will shut down its Mansfield operation
before the end of the second quarter, affecting about 21 salaried
and 62 hourly workers.

News Journal quoted Smurfit-Stone media relations and public
affairs director Mike Mullin as saying, "This transformation has
included streamlining the company's operations in order to create
efficiencies while providing quality products and services to our
customers."  Human resource professionals are working with
employees to assist them with benefits and employment questions,
News Journal relates, citing Mr. Mullin.

Richland County Economic Development Corp. President Mike Greene
said that the news is dispiriting, News Journal states.  According
to the reports, Mr. Greene said, "This is one that had been
rumored, given the fact the parent company had filed for
bankruptcy.  This is one that is not a surprise although it is a
disappointment."

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Receives Additional Delisting Notice From NASDAQ
--------------------------------------------------------------
Spansion Inc. has received an additional staff determination
notice from the NASDAQ Stock Market stating that the company's
failure to timely file its annual report on Form 10-K for the
fiscal year that ended December 28, 2008 in accordance with NASDAQ
Marketplace Rule 4310(c)(14), is an additional basis for delisting
the company's securities from the NASDAQ Global Select Market.

On March 13, 2009, the company filed a Form 12b-25 with the
Securities and Exchange Commission explaining that the company was
unable to timely file its Annual Report on Form 10-K because it
had not yet completed its financial reporting process as a result
of the increased burdens placed upon the company's financial,
accounting and administrative staff in preparation for and in
connection with the voluntary bankruptcy filings made by the
company and its domestic subsidiaries in the U.S. Bankruptcy Court
on March 1, 2009.

The company is in the process of preparing the Annual Report on
Form 10-K for the fiscal year that ended December 28, 2008, which
it intends to file as soon as practicable after completion.

The company has requested a hearing before the NASDAQ Listing
Qualifications Panel to appeal the delisting determination. There
can be no assurance that the hearing panel will grant the
company's request for continued listing.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


SPORTSMAN'S WAREHOUSE: Case Summary & 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Sportsman's Warehouse, Inc.
        7035 South High Tech Drive
        Midvale, UT 84047

Bankruptcy Case No.: 09-10990

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sportsman's Aviation, LLC                          09-10989
Sportsman's Warehouse, Inc.                        09-10990
Pacific Flyway Wholesale, Inc.                     09-10991
Minnesota Merchandising Corp.                      09-10992
Sportsman's Warehouse Southwest, Inc.              09-10993
Sportsman's Warehouse Holdings, Inc.               09-10994

Type of Business: The Debtors sell indoors and outdoor gears and
                  equipment.

                  See: http://www.sportsmanswarehouse.com/

Chapter 11 Petition Date: March 20, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Gregg M. Galardi, Esq.
                  ggalardi@skadden.com
                  Skadden, Arps, Slate, Meagher
                  One Rodney Square
                  Wilmington, DE 19899
                  Tel: (302) 651-3000
                  Fax: (302) 651-3001

Claims Agent: Kurtzman Carson Consultants, LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Federal Cartridge Co/ATK       trade             $6,449,556
900 Ehlen Drive
Anoka, MN 55303
Tel: (763) 323-2300
Fax: (763) 323-2506

Browning Safes and Acc         trade             $3,215,453
and Browning Arms
1 Browning Place
Morgan, UT 84050
Tel: (801) 876-2711
Fax: (801) 876-3331

Olin Corp. Winchester          trade             $2,447,946
427 North Shamrock Street
East Alton, IL 62024
Tel: (618) 258-2365
Fax: (618) 258-3609

Avery Outdoors, Inc.           trade             $1,529,505
P.O. Box 820176
Memphis , TN 38182
Tel: (901) 324-1500
Fax: (901) 324-0 III

Nikon, Inc.                    trade             $1,350,621
1300 Walt Whitman Road
Melville , NY 11747
Tel: (631) 547-4200
Fax: (631) 547-4040

Pure Fishing, Inc.             trade             $1,184,293
Attn: Rick Brown
1900 18th Street
Spirit Lake, IA 51360-1099
Tel: (712) 336-1520

Smith and Wesson               trade             $1,133,271
2100 Roosevelt Avenue
Springfield, MA 01104
Tel: (800) 331-0852
Fax: (413)474-3317

Bill Hicks Co. Ltd.            trade             $1,049,842
Minneapolis , MN 55447
Tel: (800) 223-0702
Fax: (763) 476-0676

Garmin Intl                    trade             $1,013,339
1200 East 15151 Street
Olathe, KS 66062
Tel: (913) 397-8200
Fax: (913) 397-8282

Beretta USA Corp.              trade             $986,573
1760I Beretta Drive
Accokeek, MD 20607
Tel: (301)283-2191
Fax: (301) 283-0435

Coleman Company Inc.           TRADE             $980,344
3600 North Hydraulic
Wichita, KS 67219
Tel: (800) 249-6859
Fax: (316) 832-8707

MT Sports                      trade             $948,762
173 Hankinson Drive
Newport, NC 28570
Tel: (252) 808-3500
Fax: (406) 252-1611

Leupold and Stevens            trade             $888,593
14400 Northwest Greenbriar
Parkway
Beaverton, OR 97006
Tel: (503) 646-9171
Fax: (503) 526-1478

BENELLI USA                    trade             $881,510
17603 Indian Head Parkway
Accokeek, MD 20607
Tel: (800) 264-4962
Fax: (301) 283-6986

Bushnell Corp.                 trade             $822,071
9200 Cody Street
Overland Park, KS 66214
Tel: (913) 752-3400
Fax: (800) 548-0446

Weatherby, Inc.                trade             $792,645
Paso Robles, CA 93446
Tel: (805) 227-2600
Fax: (805) 237-0427

Amplex Corp.                   trade             $758,850
Attn: Tammy Wright
1100 Fountain Parkway
Grand Prairie, TX 75050-1513
Tel: (800) 852-4897

Savage Arms, Inc.              trade             $731,248
118 Mountain Road
Suffield, CT 06078
Tel: (413) 568-7001
Fax: (860) 668-2168

Kent Cartridge Co.             trade             $725,599
727 Hite Road
Kearneysville, WV 25430
Tel: (304) 725-0452
Fax: (304) 725-0454

Carhartt, Inc.                 trade             $655,532
Attn: Linda Hubbard
5750 Mercury Drive
Dearborn, MI 48121-0600
Tel: (313) 271-8460
Fax: (313) 271-3455

Kelty Pack                     trade             $634,632
6235 Lookout Road
Boulder, CO 8030 I
Tel: (800) 535-3589

Columbia Sportswear Co.        trade             $627,689
14375 Northwest Science Park
Drive
Portland, OR 97229
Tel: (503) 985-4000
Fax: (503) 985-5953

Johnson Outdoors, Inc.         trade             $593,335
90544 Highway 99 North
Eugene, OR 97402
Tel: (877) 269-2776
Fax: (877) 722-0096

Bowtech                        trade             $592,205
555 Main Street
Racine, WI 53403
Tel: (262) 631-6600
Fax: (541) 284-4915

Springfield Armory, Inc.       trade             $563,313
420 West Main Street
Geneseo, IL 61254
Tel: (800) 680-6866
Fax: (309) 944-3676

Mr. Heater Corp.               trade             $556,111
4560 West 160th Street
Cleveland, OH 44135
Tel: (800) 251-0001
Fax: (800) 321-0552

Kimber Mfg, Inc.               trade             $529,292
555 Taxter Road, Ste. 235
Elmsford, NY 10523
Tel: (914) 909-1911
Fax: (914) 909-1997

Magnum Research, Inc.          trade             $513,740
7110 University Ave. Northeast
Minneapolis, MN 55432
Tel: (763) 574-1868
Fax: (763) 574-0109

Ardisam, Inc.                  trade             $513,574
1690 Elm Street, P.O. Box 666
Cumberland, WI 54829
Tel: (715) 822-2415

Hodgdon powder Co.             trade             $497,174

The petition was signed by Rourk D. Kemp, chief financial officer
and executive vice president.


STEPHEN PHINNY: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stephen Daniel Phinny
        P.O. Box 70205
        Tucson, AZ 85737

Bankruptcy Case No.: 09-04669

Chapter 11 Petition Date: March 13, 2009

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  eric@ericslocumsparkspc.com
                  Eric Slocum Sparks PC
                  110 S. Church Avenue #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Total Assets: $56,740,592

Total Debts: $36,666,296

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sally G. Phinny                Promissory Note - $1,700,000
P.O. Box 70205                 February 13, 2008
Tucson, AZ 85737

Steven N. Catsman              purchase          $1,500,000
PO Box 65
Telluride, CO 81435

Commerica Bank                                   $983,304
c/o Max Stitch
Montgomery Little
Soran & Murray
5445 DTC Parkway, Ste 800
Englewood, CO 80111

Copeland Construction          lawsuit           $656,546
c/o Thompson & krone, PLC
4400 E. Broadway Blvd.
Tucson, AZ 85711

Peter T. Phinny                Promissory Note - $350,000
                               July 1, 2008

Founders Trust Loan                              $250,000

Peter T. Phinny                Promissory Note - $200,000
                               September 16, 2008

Taylor K. Phinny               Promissory Note - $200,000
                               October 6, 2008

National City, K-A16-4A                          $96,280

Law Offices Of Bruce A.                          $56,762
Burke, PC

Lorraine Edminster             Case no.          $39,042
                               C20086855

Nationwide Credit, Inc.                          $36,717

Constance Carpenter                              $33,762

Katherine Bacon Phinny         Spousal           $30,000

Karen S. Barbera                                 $7,500

Arizona Department of                            $4,414
Revenue

Schuhardt & Chamberlain                          $3,285


SV 261 LLC: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: SV 261, LLC
        13324 E. Bitterroot
        Spokane Valley, WA 99206

Bankruptcy Case No.: 09-01291

Type of Business: The Debtor owns a real estate property.

Chapter 11 Petition Date: March 12, 2009

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C Williams

Debtor's Counsel: Anthony E. Grabicki, Esq.
                  ecf@randanco.com
                  Randall & Danskin
                  601 West Riverside, Suite 1500
                  Spokane, WA 99201
                  Tel: (509) 747-2052
                  Fax: (509) 624-2528

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Inland Asphalt Company                           $359,404
PO Box 3366
Spokane, WA 99220-3366

Allwest Testing and Engineering                  $47,459
LLC
PO Box 3149
Hayden, ID 83835

Northstar Enterprises                            $38,242
Box 607
Liberty Lake, WA 99019

Colvico Inc.                                     $28,514

Storhaug Engineering                             $24,683

Road Product Inc.                                $22,719

Clarence and Linda Wagner                        $20,000

ABCO                                             $14,700

KXLY                                             $13,000

Washington State Dept. of                        $10,040
Transportation

Purffect Logos Inc.                              $1,177

Lukins & Annis P.S.                              $183

The petition was signed by Daniel J. Shaw, president.


TARRAGON CORP: Faces Foreclosure Suit by Regions Bank for Orchid
----------------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
Tarragon Corp. and other developers of 32-acre residential project
Orchid Grove are facing a foreclosure lawsuit for the 32-acre
residential project Orchid Grove.

Regions Bank, according to Business Journal, has filed a notice of
foreclosure naming Orchid Grove LLC, Coscan Homes, Tarragon and
Coscan Corporate Holdings.  Business Journal states that units
previously sold weren't included in the foreclosure.

Business Journal relates that plans for Orchid Grove included 385
three-story townhomes and 96 two-story condo units, priced between
$200,000 and $500,000.  According to the report, about half of the
buildings have been completed and the other half of the site
hasn't come out of the ground, and only one home has been sold
since September 2008.  Business Journal says that Regions Bank's
mortgage to Orchid Grove was last modified at
$34 million in 2006.

Orchid Grove, Business Journal reports, wasn't listed in the
Chapter 11 filing.

                    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.


TEAMBANK, NA: Closed by OCC & FDIC Appointed as Receiver
--------------------------------------------------------
Teambank, National Association, based in Paola, Kansas, was closed
on March 20, 2009, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Great
Southern Bank, based in Springfield, Missouri, to assume all of
the deposits of Teambank.

The 17 offices of Teambank reopened as branches of Great Southern
Bank on March 21, 2009.  Depositors of Teambank automatically
became depositors of Great Southern Bank.  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.  Customers of both banks should continue to
use their existing branches until Great Southern Bank can fully
integrate the deposit records of Teambank.

As of December 31, 2008, Teambank had total assets of
$669.8 million and total deposits of $492.8 million.  Great
Southern will assume $474 million in deposits and the FDIC will
pay out $18.8 million directly to the broker.  In addition to
assuming all of the deposits of the failed bank, Great Southern
Bank agreed to purchase approximately $656.5 million in assets at
a discount of $100 million, and pay a 1 percent premium on
deposits.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and Great Southern Bank entered into a loss-share
transaction.  The FDIC will share 80/20 percent in the losses with
Great Southern Bank on approximately $450 million in assets
covered under the agreement.  The loss-sharing arrangement is
projected to maximize returns on the covered assets and to
minimize disruptions for loan customers.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $98 million.  Great Southern Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives.  Teambank is the
twentieth FDIC-insured institution to fail in the nation this year
and the first in the state.  The last FDIC-insured institution
closed in Kansas was The Columbian Bank and Trust Company, Topeka,
on August 22, 2008.

Teambank was affiliated with Colorado National Bank, Colorado
Springs, which was also closed Friday by the Office of the
Comptroller of the Currency.  The FDIC entered into a separate
transaction with Herring Bank, Amarillo, Texas, to assume the
banking operations of Colorado National Bank.


TED WATTS: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ted B. Watts, Sr.
        aka Theodore B Watts, Sr
        aka Theodore Benjamin Watts, Sr.
        PO Box 210907
        Montgomery, AL 36121

Bankruptcy Case No.: 09-30663

Chapter 11 Petition Date: March 12, 2009

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  kc@emppc.com
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288

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
   ------                      ---------------   ------------
Compass bank                                     $10,295,303
PO BOX 44
MONTGOMERY, AL 36101

Regions Bank                   secured:          $5,501,261
PO Box                         $300,000.00
Birmingham, AL 35246

Banktrust                                        $3,491,936
148 E. Main St.
Prattville, AL 36067

Amerifirst Bank                                  $1,560,043

River Bank and Trust Co.                         $500,000

Federal Land Bank              secured:          540,000
                               $355,550


TROPICANA ENTERTAINMENT: Casino's Sale Extended Until April 30
--------------------------------------------------------------
Bloomberg News reports that the sale for New Jersey Casino Control
Commission, Tropicana Entertainment LLC's affiliated casino in
Atlantic City, has been extended until April 30, 2009, from March
18, 2009.

According to Bloomberg, Carl Icahn and other creditors of
Tropicana will bid for the casino affiliate, which would file for
court protection.  The affiliate, says Bloomberg, would then be
sold in a court-supervised auction with the creditors' offer as
the lead bid.

Bloomberg states that the New Jersey Casino Control Commission
said that it may consider the sale at an April 15 hearing if a
purchase agreement is completed by then.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRUE TEMPER SPORTS: Taps Lazard to Mull Options; Default Looms
--------------------------------------------------------------
True Temper Sports, Inc., on March 16, 2009, did not make the
principal payment then due on revolving credit loans, in an
aggregate amount equal to $20.0 million, due to the lenders under
the Amended and Restated Credit Agreement, dated as of March 27,
2006, by and among True Temper Corporation, the Company, the
lenders identified therein and Credit Suisse, as Administrative
Agent.  The Company's failure to make the scheduled principal
payment on the revolving credit loans is an Event of Default under
the First Lien Agreement, which entitles the lenders to
immediately accelerate the repayment of all other amounts borrowed
under the First Lien Agreement together with accrued and unpaid
interest thereon.  As of March 16, 2009, the principal amount
outstanding under the First Lien Agreement was $101.7 million.

Also on March 16, 2009, the Company did not pay interest then due
to the holders of its 8-3/8% senior subordinated notes due 2011.
The failure to pay interest, if continued for 30 days, will
constitute an Event of Default under the indenture, dated as of
March 15, 2004, among the Company, the Guarantors identified
therein, and the Bank of New York, as trustee, which will give the
holders of the Notes the right to accelerate the payment of the
principal of the Notes together with accrued and unpaid interest
thereon.  The non-payment of principal then due under the First
Lien Agreement also constitutes an Event of Default under the
Indenture, giving the holders of the Notes the right to
immediately accelerate the repayment of the principal of the Notes
together with accrued and unpaid interest thereon.  As of March
16, 2009, there was $125.0 million aggregate principal amount of
Notes outstanding.

The non-payment of interest under the Indenture, if continued for
30 days, will constitute an Event of Default under the Credit
Agreement, dated as of January 22, 2007, as amended, by and among
True Temper Corporation, the Company, the lenders identified
therein and Credit Suisse, as Administrative Agent, giving the
lenders under the Second Lien Agreement the right to accelerate
the repayment of amounts borrowed under the Second Lien Agreement
together with accrued and unpaid interest thereon.  The non-
payment of principal under the First Lien Agreement, if continued
for 90 days after notice or if the maturity of principal of the
First Lien Agreement is accelerated, will constitute an Event of
Default under the Second Lien Agreement, giving the lenders under
the Second Lien Agreement the right to accelerate the repayment of
amounts borrowed under the Second Lien Agreement together with
accrued and unpaid interest thereon.  As of March 16, 2009, there
was $45.0 million borrowed under the Second Lien Agreement.

The Company has retained the investment banking firm, Lazard
Middle Market, to assist it in exploring alternatives to enhance
the Company's capital structure.  The Company is currently in
ongoing discussions with lenders under its most senior credit
facility, the First Lien Agreement, to, among other things, extend
the maturity of the facility.

None of the lenders under the First Lien Agreement or the Second
Lien Agreement nor any holders of Notes have accelerated the
payment of principal or interest under any of the applicable
agreements as of March 17.

The Company listed assets of $349 million and liabilities of
$295 million as of Sept. 30, 2008.


TWIN RIVER: William Murphy May Provide Help if Bankruptcy Imminent
------------------------------------------------------------------
Katherine Gregg at Projo.com reports that William J. Murphy,
speaker of the Rhode Island House of Representatives, said that he
is willing to discuss ways to help Twin River "if the threat of
bankruptcy is very imminent."

According to Projo.com, Twin River's owners defaulted on
$565 million in loans to a consortium of lenders led by Merrill
Lynch and then sought one extension after another on making the
payments.

Murphy quoted Projo.com as saying, "We are at a point where if the
situation isn't going to improve internally . . . and we are going
to require some state action, we want to be in a position where we
are prepared."

Projo.com relates that the state of Rhode Island keeps almost 60
cents of every dollar lost in the 4,752 video-slot machines placed
at Twin River by Providence-based GTECH, and the other game
manufacturers under contract over time with the state Lottery.
There may be a reduction in the state's $246.8 million share of
the video-slot revenue, the report says, citing Mr. Murphy.
According to the report, Mr. Murphy said that he remains open to a
potential state buyout.

Lincoln greyhound track and slot parlor Twin River is run by a
subsidiary of BLB Investors, a holding company composed of Kerzner
International, Starwood Capital Group, and Waterford Group LLC.


US ACQUISITIONS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
U.S. Acquisitions & Oil, Inc., Chief Executive Officer Naomi
Isaacson said in a statement that the Company and its subsidiaries
have filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Delaware.

The Seattle Times reports that Ms. Isaacson blamed the Debtors'
money troubles on "intentional business interference and
interference with our financing relationships by certain persons
and entities, primarily in the form of an intense, widespread
media smear campaign."  A Canadian investor's scam also brought
financial troubles to the group, the report says, citing Ms
Isaacson.

According to The Seattle Times, the Debtors are involved in
several state court cases over alleged unpaid debts of more than
$4 million.  The Debtors' bankruptcy filing halted a foreclosure
sale of three gasoline stations owned by subsidiary Midwest Oil of
Wisconsin that had been scheduled this week, The Seattle Times
notes.

Mark Lane -- the attorney for Dr. R.C. Samanta Roy Institute of
Science & Techno, one of U.S. Acquisitions' subsidiaries -- said
in a statement, "Outrageous attacks in various forms have been
launched against SIST and its companies [the Debtors] based in
part upon religious and other forms of discrimination over a
sustained period of time.  SIST has tried to withstand these
attacks and the interference with their ongoing business affairs
but in the face of the current and severe national economic
downturn they have been unable to function normally."

Shawano, Wisconsin-based U.S. Acquisitions & Oil, Inc., operates
gasoline service stations.  The Company and its affiliates filed
for Chapter 11 bankruptcy protection on March 16, 2009 (Bankr. D.
Delaware Case No. 09-10875).  Eric J. Monzo, Esq., at Cohen
Seglias Pallas Greenhall Furman PC assists the Debtors in their
restructuring efforts.  The Debtors listed $10 million to
$50 million in assets and $1 million to $10 million in debts.


US ACQUISITIONS: Wants Access to Nicolet, et.al. Cash Collateral
----------------------------------------------------------------
U.S. Acquisitions & Oil, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to:

   -- use, on an interim and permanent basis, cash collateral;

   -- grant adequate protection to secured lenders.

The Debtors intend to finance their ongoing business operations
through a combination of the use of cash collateral to be provided
by Nicolet National Bank, Vermillion State Bank, and First
Integrity Bank, and income from their businesses.

The Cash Collateral proposed to be used by the Debtors will be
generated from the continued operation of the Debtors' businesses
and the collection of accounts receivable.

As adequate protection, the Debtors propose to grant lenders
replacement liens in the Debtors postpetition Cash Collateral, to
the same extent, priority, and validity as their prepetition
liens, if any, and only to the extent that the Debtors diminish
the Cash Collateral.  The proposed replacement liens in and of
themselves will provide sufficient adequate protection to prevent
any diminution in value.

The Debtors require the interim use of Cash Collateral for
approximately a four week period to pay, among other things,
utilities, vendors, suppliers, taxes, insurance, and other
ordinary business costs and expenses.

                About U.S. Acquisitions & Oil, Inc.

Headquartered in Shawano, Wisconsin, U.S. Acquisitions & Oil, Inc.
operates gasoline service stations.  The Debtor and its debtor-
affiliates filed for Chapter 11 protection on March 16, 2009,
(Bankr. D. Del. Lead Case No.: 09-10875) Eric J. Monzo, Esq.
at Cohen Seglias Pallas Greenhall Furman PC represents the Debtors
in their restructuring efforts.  The Debtors listed estimated
assets of $10 million to $50 million and estimated debts of $1
million to $10 million.


US CENTRAL: NCUA Puts $34 Billion Credit Union in Conservatorship
-----------------------------------------------------------------
The National Credit Union Administration Board placed U.S. Central
Federal Credit Union, based in Lenexa, Kansas, and Western
Corporate (WesCorp) Federal Credit Union, based in San Dimas,
California, into conservatorship on March 20, 2009, to stabilize
the corporate credit union system and resolve balance sheet
issues.  These actions are the latest NCUA efforts to assist the
corporate credit union network under the Corporate Stabilization
Plan.

The two corporate credit unions were placed into conservatorship
to protect retail credit union deposits and the interest of the
National Credit Union Share Insurance Fund (NCUSIF), as well as to
remove any impediments to the Agency's ability to take appropriate
mitigating actions that may be necessary.  Service continues
uninterrupted at both U.S. Central Corporate Federal Credit Union
and WesCorp, and members are free to make deposits and access
funds.

The Federal Credit Union Act authorizes the NCUA Board to appoint
itself conservator when necessary to conserve the assets of a
federally insured credit union, preserve member assets and protect
the NCUSIF.

Corporate credit unions do not serve consumers.  They are
chartered to provide products and services to the credit union
system. These products and services will continue uninterrupted
and there is no direct impact by NCUA's actions on the 90 million
credit union members nationwide.  Credit unions that serve
consumers remain very strong, with net worth exceeding 10 percent
of assets, healthy growth in assets, membership, and loan
portfolios despite the difficult economy.

U.S. Central has approximately $34 billion in assets and 26 retail
corporate credit union members.  WesCorp has $23 billion in assets
and approximately 1,100 retail credit union members.  The member
accounts of both credit unions are guaranteed under provisions of
the previously announced NCUA Share Guarantee Program, through
December 31, 2010.  The Program extends NCUSIF coverage to all
funds held by the two corporate credit unions.

Following initial actions taken by the NCUA Board January 28, 2009
-- see NCUA Letter to Credit Union No. 09-CU-02 posted at
http://www.ncua.gov/letters/letters.html-- NCUA staff completed a
detailed analysis and stress test of the mortgage and asset backed
securities held by all corporate credit unions, including US
Central and WesCorp.  Specifically, this review determined that an
unacceptably high concentration of risk resided only in the two
conserved corporate credit unions. Securities held by US Central
and WesCorp deteriorated further since late January 2009,
contributing to diminished liquidity and payment system
capacities, as well as further loss of confidence by member credit
unions and other stakeholders.

Additional mortgage and asset backed security analysis and
assessment of the two credit unions by NCUA staff enabled NCUA to
refine NCUSIF's required reserve for potential loss.  The findings
indicated an overall estimated reserve level, previously announced
by NCUA, had increased from $4.7 to $5.9 billion.  The specific
computation and the impact of the refined reserve level are
addressed in NCUA Letter No: 09-CU-06, which NCUA issued and
posted online Friday at http://www.ncua.gov/letters/letters.html

NCUA is hosting a Webcast on Monday, March 23, 2009, at 2:00 p.m.
to provide the credit union community with an update on the
corporate credit union stabilization program.

The central short-term objective of NCUA's Corporate Stabilization
Program has been to increase liquidity in corporate credit unions.
Since the NCUA Board first began taking stabilization actions,
liquidity has demonstrated marked improvement. The reliance on
external borrowing has declined from $11.8 billion to $2.1
billion.

NCUA believes that the actions to conserve the two corporates, in
tandem with established plans to enhance liquidity and generally
stabilize the corporate network, represent the most cost effective
and prudent alternative available to the credit union industry.
The final stage in the overall stabilization program involves the
Advanced Notice of Proposed Rulemaking initiated by the NCUA Board
in January.  The credit union industry is expected to provide
suggestions on possible future regulatory reforms to the corporate
credit union network.

NCUA will continue to take any and all steps necessary to preserve
a well-functioning system of corporate credit unions and to
protect the assets of natural person credit unions and their
members during the ongoing broader financial market dislocation.

The National Credit Union Administration is the independent
federal agency that regulates, charters and supervises federal
credit unions.  NCUA, backed by the full faith and credit of the
U.S. government, also operates and manages the National Credit
Union Share Insurance Fund (NCUSIF), insuring the deposits of over
89million account holders in all federal credit unions and the
majority of state-chartered credit unions.


VALASSIS COMMUNICATIONS: Ends Spat with Fraser; Terms Sealed
------------------------------------------------------------
Valassis Communications Inc. and Fraser Papers have agreed to
settle all legal disputes between the two companies on undisclosed
terms.

Fraser Papers filed a lawsuit against Valassis in the United
States District Court, District of Maine on Dec. 8, 2008, alleging
breach of contract for failure to pay for the purchase of
specialty paper.  In January 2009, Valassis filed an answer and
counterclaim against Fraser Papers for breach of contract related
to alleged defective paper purchased in 2005.  Fraser had
previously acknowledged that the paper purchased in 2005 did not
meet the requirements for the printing application.

"Fraser did not file this case because of any concerns about
Valassis' ability to pay," said Jeff Dutton, President and Chief
Operating Officer, Fraser Papers. "Both Fraser and Valassis have
more to gain from moving forward with their business relationship
than litigating the past."

"What began as a simple business dispute escalated into a lawsuit,
and in the end, the dispute was resolved between the parties on
mutually agreeable terms," said Alan F. Schultz, Valassis
Chairman, President and Chief Executive Officer. "We are pleased
with the terms of the settlement."

                   About Valassis Communications

Valassis Communications, Inc. -- http://www.valassis.comor
http://www.redplum.com-- is a media and marketing services
company, serving more than 15,000 advertisers.  Its RedPlum media
portfolio delivers value on a weekly basis to over 100 million
shoppers across a multi-media platform - in-home, in-store and in-
motion.  Headquartered in Livonia, Michigan with approximately
7,000 associates in 28 states and nine countries, Valassis is
recognized for its associate and corporate citizenship programs,
including its America's Looking for Its Missing Children(R)
program.  Valassis companies include Valassis Direct Mail, Inc.,
Valassis Canada, Promotion Watch, Valassis Relationship Marketing
Systems, LLC and NCH Marketing Services, Inc.

                           *     *     *

As reported by the Troubled Company Reporter on February 24, 2009,
Valassis Communications received notice from the New York Stock
Exchange on Feb. 20, 2009, that it was not in compliance with
certain continued listing standards applicable to its common
stock.  The notice indicates that Valassis is below criteria
because both the average market capitalization of its common stock
over a consecutive 30 trading-day period was less than $75 million
and its stockholder equity was less than $75 million.

The TCR said January 19, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Valassis
Communications to 'B' from 'B+'.  This rating, as well as all
issue-level ratings on Valassis, was removed from CreditWatch,
where it was placed with negative implications on Nov. 6, 2008.
The rating outlook is negative.


VERASUN ENERGY: Sells Six Plants to AgStar Lending for $324 Mil.
----------------------------------------------------------------
Bekah Porter at Thonline.com reports that VeraSun Energy Corp. has
sold six closed plants to AgStar Lending Group for $324 million.

According to Thonline.com, AgStar Financial said on Wednesday that
it joined 15 other lenders in creating AgStar Lending and bought
the plants, which include the Dyersville facility that opened in
September 2008 but closed two months later.  The six plants would
"remain in idle mode for an estimated 60 days while buyers are
secured for these assets," AgStar officials said in a statement.
Of the $324 million that AgStar paid for the plants, $70 million
was specifically set aside for the Dyersville facility,
Thonline.com states.  The report says that AgStar takes complete
possession of the Dyersville plant in April.

AgStar officials, Thonline.com relates, said that the group are
planning to sell the plants.  Thonline.com quoted AgStar President
and CEO Paul DeBriyn as saying, "Basically, we've taken the
necessary steps to ensure these plants will be sold for fair
market value."  Thonline.com says that AgStar originally financed
many of the projects for US Bio-Energy, which sold the plants to
VeraSun before the Company's bankruptcy filing.  The report states
that the group would lose money if another bidder had acquired the
properties at too far below market price.

Mr. DeBriyn, according to Thonline.com, said, "Even during the
auction process, we were fielding inquiries from companies
interested in purchasing one or more of these six plants.  Our
goal is to have these plants sold as quickly as possible."

Thonline.com relates that VeraSun said on Tuesday that it received
bids for 17 of its properties.  According to the report, VeraSun
said in February that it would sell its assets in a bankruptcy
court auction that started on March 16 and was scheduled to run
until March 31.  The report says that the sale lasted two days and
would occur again with a different auctioneer.

VeraSun has also secured financing to keep its 50-employee work
force through April, Thonline.com reports.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


WEST FRASER: S&P Downgrades Corporate Credit Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Vancouver-based West Fraser Timber Co. Ltd. by
one notch to 'BB+' from 'BBB-'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on WFT's
senior unsecured debt to 'BB+' from 'BBB-' (the same as the
corporate rating), and assigned a recovery rating of '4' to this
debt, indicating average (30%-50%) recovery in the event of
default.  (For the complete corporate credit rating rationale, see
research update on WFT to be published on RatingsDirect
immediately following this media release.)

"The downgrade reflects our view that the company will continue to
face challenging market conditions for the next two years due to
the depressed housing construction market that, coupled with weak
pulp and paper demand conditions, will mean further deterioration
in its profitability in 2009, negative free cash generation, and a
highly leveraged capital structure," said Standard & Poor's credit
analyst Jatinder Mall.  Furthermore, the company has C$250 million
in debt maturing in the next 12 months that will reduce liquidity
if it is unable to refinance and has to pay down the debt using
its revolver.

These weaknesses are partially mitigated by WFT's low-cost
operations in lumber production, a high degree of fiber
integration, and some product diversity with its plywood and pulp
operations.

WFT is an integrated wood products company with operations in
western Canada and the southern U.S. Although its core business is
lumber production, the company also produces panels, pulp, paper,
and newsprint.  WFT has an annual production capacity of
6 billion board feet of lumber.

The lumber industry continues to be affected by the depressed U.S.
housing construction market.  For 2008, housing starts declined by
33% to 900,000.  Standard & Poor's expects demand for lumber is
likely to decline further this year as S&P believes housing starts
will decline to 520,000 in 2009 before recovering to 840,000 in
2010.  This will likely keep pressure on lumber prices, which have
already slid to record low levels with the current spruce-pine-fir
lumber price about US$150 per thousand board feet or about C$183
Mfbm.  The long-term fundamentals for the North American housing
construction market remain strong in S&P's view.  WFT's modern and
cost-efficient facilities have contributed to above-average
returns in the forest products sector through the cycle.

The negative outlook reflects Standard & Poor's expectations that
WFT's financial performance will remain weak in the near term due
to what S&P believes will be poor market conditions for the lumber
and pulp and paper segment for the next two years.  S&P could
lower the ratings if lumber prices remain at current levels,
leading to a cash burn rate that is greater than currently
expected and if the company has to pay down upcoming debt
maturities with availability under its revolver, which could
reduce liquidity to about C$200 million.  Alternatively, S&P would
only revise the outlook on WFT to stable if market conditions for
the lumber business noticeably improved, credit metrics began to
improve materially, and if the company achieved leverage of about
3.0x and an FFO-to-debt ratio of approximately 25%.


WESTERN CORPORATE: $23 Billion Credit Union in Conservatorship
--------------------------------------------------------------
The National Credit Union Administration Board placed U.S. Central
Federal Credit Union, based in Lenexa, Kansas, and Western
Corporate (WesCorp) Federal Credit Union, based in San Dimas,
California, into conservatorship on Fri., March 20, 2009, to
stabilize the corporate credit union system and resolve balance
sheet issues.  These actions are the latest NCUA efforts to assist
the corporate credit union network under the Corporate
Stabilization Plan.

The two corporate credit unions were placed into conservatorship
to protect retail credit union deposits and the interest of the
National Credit Union Share Insurance Fund (NCUSIF), as well as to
remove any impediments to the Agency's ability to take appropriate
mitigating actions that may be necessary.  Service continues
uninterrupted at both U.S. Central Corporate Federal Credit Union
and WesCorp, and members are free to make deposits and access
funds.

The Federal Credit Union Act authorizes the NCUA Board to appoint
itself conservator when necessary to conserve the assets of a
federally insured credit union, preserve member assets and protect
the NCUSIF.

Corporate credit unions do not serve consumers.  They are
chartered to provide products and services to the credit union
system.  These products and services will continue uninterrupted
and there is no direct impact by NCUA's actions on the 90 million
credit union members nationwide.  Credit unions that serve
consumers remain very strong, with net worth exceeding 10 percent
of assets, healthy growth in assets, membership, and loan
portfolios despite the difficult economy.

U.S. Central has approximately $34 billion in assets and 26 retail
corporate credit union members.  WesCorp has $23 billion in assets
and approximately 1,100 retail credit union members.  The member
accounts of both credit unions are guaranteed under provisions of
the previously announced NCUA Share Guarantee Program, through
December 31, 2010.  The Program extends NCUSIF coverage to all
funds held by the two corporate credit unions.

Following initial actions taken by the NCUA Board January 28, 2009
-- see NCUA Letter to Credit Union No. 09-CU-02 posted at
http://www.ncua.gov/letters/letters.html-- NCUA staff completed a
detailed analysis and stress test of the mortgage and asset backed
securities held by all corporate credit unions, including US
Central and WesCorp.  Specifically, this review determined that an
unacceptably high concentration of risk resided only in the two
conserved corporate credit unions. Securities held by US Central
and WesCorp deteriorated further since late January 2009,
contributing to diminished liquidity and payment system
capacities, as well as further loss of confidence by member credit
unions and other stakeholders.

Additional mortgage and asset backed security analysis and
assessment of the two credit unions by NCUA staff enabled NCUA to
refine NCUSIF's required reserve for potential loss.  The findings
indicated an overall estimated reserve level, previously announced
by NCUA, had increased from $4.7 to $5.9 billion.  The specific
computation and the impact of the refined reserve level are
addressed in NCUA Letter No: 09-CU-06, which NCUA issued and
posted online Friday at http://www.ncua.gov/letters/letters.html

NCUA is hosting a Webcast on Monday, March 23, 2009, at 2:00 p.m.
to provide the credit union community with an update on the
corporate credit union stabilization program.

The central short-term objective of NCUA's Corporate Stabilization
Program has been to increase liquidity in corporate credit unions.
Since the NCUA Board first began taking stabilization actions,
liquidity has demonstrated marked improvement.  The reliance on
external borrowing has declined from $11.8 billion to
$2.1 billion.

NCUA believes that the actions to conserve the two corporates, in
tandem with established plans to enhance liquidity and generally
stabilize the corporate network, represent the most cost effective
and prudent alternative available to the credit union industry.
The final stage in the overall stabilization program involves the
Advanced Notice of Proposed Rulemaking initiated by the NCUA Board
in January.  The credit union industry is expected to provide
suggestions on possible future regulatory reforms to the corporate
credit union network.

NCUA will continue to take any and all steps necessary to preserve
a well-functioning system of corporate credit unions and to
protect the assets of natural person credit unions and their
members during the ongoing broader financial market dislocation.

The National Credit Union Administration is the independent
federal agency that regulates, charters and supervises federal
credit unions.  NCUA, backed by the full faith and credit of the
U.S. government, also operates and manages the National Credit
Union Share Insurance Fund (NCUSIF), insuring the deposits of over
89million account holders in all federal credit unions and the
majority of state-chartered credit unions.


WORLDSPACE INC: Court OKs Satellite Radio Biz. Sale to Yenura
-------------------------------------------------------------
The United States Bankruptcy Court in Delaware has approved the
sale of substantially all of the assets related to the satellite
radio business of WorldSpace, Inc. and its U.S. subsidiaries,
WorldSpace Systems Corporation and AfriSpace, Inc. to Yenura Pte.
Ltd.

Yenura is purchasing the assets pursuant to an asset purchase
agreement for a total purchase price of $28 million cash, the
assumption of certain liabilities, and the subordination and
release of certain claims.  The parties expect the sale to close
following the issuance of necessary regulatory approvals.

Yenura is a company controlled by WorldSpace founder, Chairman and
Chief Executive Officer Noah A. Samara.

                      About 1worldspace(TM)

Based in the Washington, DC metropolitan area, WorldSpace, Inc.
(WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-
based radio and data broadcasting services to paying subscribers
in 10 countries throughout Europe, India, the Middle East, and
Africa.  1worldspace(TM) satellites cover two-thirds of the earth
and enable the Company to offer a wide range of services for
enterprises and governments globally, including distance learning,
alert delivery, data delivery, and disaster readiness and response
systems.  1worldspace(TM) is a pioneer of satellite-based digital
radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


YOUNG BROADCASTING: Gabelli Funds Ceases to Be 5% Stakeholder
-------------------------------------------------------------
Mario J. Gabelli and his Gabelli Funds, LLC, and related entities
said they may be deemed the beneficial owners of 951,000 shares,
representing 4.36% of the 21,825,520 shares outstanding of Young
Broadcasting Inc.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on February 13, 2009 (Bankr. S.D. N.Y. Lead Case
No.:09-10645).  Jo Christine Reed, Esq., at Sonnenschein Nath &
Rosenthal LLP represents the Debtors in their restructuring
efforts.  The Debtors proposed UBS Securities LLC as consultant;
Ernst & Young LLP as sccountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


* A.M. Best Has Negative Outlook on Canadian Life Insurance Market
------------------------------------------------------------------
While the Canadian economy has not experienced the devastating
impact from the global financial crisis as many other developed
markets have, Canada has clearly been adversely affected by the
global economic downturn.  This is evidenced by the sharp erosion
in the value of the Canadian dollar, rising unemployment,
significant declines in the Toronto Stock Exchange index,
constricted lending practices and declines in net household worth
and overall consumer confidence.  While nearly all life insurers
in Canada have been negatively impacted in some way by the
financial turmoil, those entities with large exposure to equity
markets-either through segregated fund products or as asset
managers-have been most affected.

In light of the historic level of economic disruption in North
America, A.M. Best has revised its outlook on the Canadian life
insurance segment to negative from stable.  Over the last several
months, A.M. Best has taken a number of negative rating actions in
the life insurance sector.  A.M. Best expects that the pace of
these rating actions may accelerate as it reviews the results for
life and annuity companies throughout the year.  It is A.M. Best's
expectation that a number of negative rating actions-including
downgrades of issuer credit ratings and financial strength ratings
(FSR) as well as outlook revisions-may occur as a result of this
review.

Canadian life insurers are experiencing mounting pressures as the
global financial crisis hampers their ability to maintain a
conservative capital base as well as sustain the favorable revenue
and earnings streams recorded in recent years.  A.M. Best notes
that certain companies with exposure to equity-linked products
have bolstered their capital position by issuing debt or equity at
a time when liquidity was at a premium, resulting in less than
optimal pricing.  On the regulatory front, the Office of the
Superintendent of Financial Institutions provided added
flexibility for financial institutions issuing high quality
preferred shares by allowing those securities to count as Tier 1
capital, relaxing reserving requirements and revising its minimum
capital rules for segregated fund guarantees.

As recently as September 2008, A.M. Best viewed the Canadian life
industry as stable.  While the Canadian economy remained resilient
at that time, market conditions have deteriorated significantly
and expectations for growth in Canada in 2009 have recently been
revised to be modestly negative.

The global contagion has clearly impacted Canada's equity markets.
This in turn has led to large net outflows in mutual funds and
grim outlooks for equity-linked products.  Lower fund values
translate immediately into lower fee revenues.  Longer term,
guarantees that are "in the money" will result in payouts.
Although the ultimate financial impact cannot be assessed at this
time and remains largely dependent upon future stock market
performance, A.M. Best expects the overall operating performance
for companies with large exposures to deteriorate.

In addition, while many Canadian life insurers employ thorough
enterprise risk management (ERM) strategies, the effectiveness of
these strategies are being tested under true stressed conditions
for the first time.  A.M. Best will continue to monitor the ERM
programs employed by life companies in conjunction with the
overall financial and operating performance experienced during the
near to medium term.

Although fundamentals for the vast majority of life companies are
currently adequate, A.M. Best believes that the unprecedented
negative financial conditions will challenge Canadian life
insurers in the near term as uncertainty continues regarding the
depth and duration of the lingering financial crisis. Continued
deterioration in economic fundamentals would lead to higher credit
defaults, ongoing equity market volatility, lower consumer
confidence and higher unemployment.  As a result, life insurers
would be pressured by weakening of product sales, earnings and
capital adequacy.  While A.M. Best notes that any negative rating
actions will continue to be company-specific, the ongoing
macroeconomic deterioration has led to a change in outlook for the
entire segment.


* DBRS Publishes Methodology on Rating Global High-Yield CLOs
----------------------------------------------------------------
Dominion Bond Rating Service has published its methodology for
rating collateralized loan obligations, "Rating Global High-Yield
Loan Securitizations, Structured Loans and Tranched Credit
Derivatives."  While the primary scope of the methodology refers
to CLOs, it is applicable to all structured credit transactions
backed by high-yield corporate debt.

"Our goal for this piece was to put forth an approach that clearly
articulates DBRS credit views in key areas of the sector, as well
as to describe how we approach rating these types of transactions
in a broad sense," says Managing Director of U.S. Structured
Credit, Darren Davies.  "We believe that DBRS has assembled a
senior team in U.S. structured credit that is well suited to
provide a consistent ratings approach, as well as address the
merits of individual transactions.  We expect to be releasing
additional methodologies in the near term that further underscore
this approach."

The role of DBRS as a credit rating agency in the CLO market is to
provide a third-party opinion as to the likelihood of the
repayment of principal and interest to the tranches being rated
(equity tranches are typically unrated).  Although the current
state of the entire securitization market is in flux, this
methodology aims to provide appropriate levels of flexibility,
while providing a rigorous qualitative and quantitative framework
that is both consistent and transparent.


* Extending TALF to Corp Loan Assets Could Jumpstart Markets
------------------------------------------------------------
Opening the Federal Reserve's TALF program to leveraged loans
(i.e., loans to non-investment grade borrowers, the great majority
of corporate borrowers in America) could restore confidence to the
credit markets, put a floor under the prices of healthy,
performing loans and even help jumpstart the equity market,
Dominion Bond Rating Service said in an article.

Currently, corporate debt -- bonds and loans -- of healthy
performing companies -- sells at 65 to 75 cents on the dollar.
"Not because people really believe that half or more of America's
companies will go bankrupt (that would be far worse than anything
in the Great Depression) but because of fear about whether banks
and other lenders will be around in a few years to refinance these
healthy companies' current debt when it comes due," explained
Steven Bavaria, DBRS's Managing Director of Leveraged Finance, in
the latest edition of Connecting the Dots, a series of articles on
leveraged finance.

"Not only is this depressing the debt markets, but it's a big drag
on the equity markets too," Mr. Bavaria said.  "Since the
companies in the debt and equity markets are the same group of
companies, why would anyone rationally buy their equity if you can
buy their debt at 65 cents on the dollar, collect interest at 8%
to 10% or more for three to four years, and then get back 100
cents on the dollar when they repay or refinance?  It would take a
heck of an equity rally to give you that good a return, so why buy
equity when debt is available at that price?"

The article suggests that if the Federal Reserve were to open the
TALF window to corporate debt, so the market knew refinancing was
available for these firms, the price of healthy loans and bonds
would likely pop back up toward par, there would be a huge sigh of
relief across the investor community, and the proper balance
between debt and equity (including the underpinnings of a healthy
equity market) would be restored.


* Failed Retailers' Lease Consideration Deadline May be Extended
----------------------------------------------------------------
Representative Jerrold Nadler and Harvey Miller, a partner
specializing in bankruptcy law at Weil, Gotshal & Manges,
recommended that the Congress consider extending the 210-day
deadline for bankrupt retailers to accept or reject a lease,
Costar.com reports.

Landlords, under the current law, end up with vacant stores, the
Costar.com states, citing Mr. Miller.

According to Costar.com, retailers that filed for bankruptcy
protection under Chapter 11 had an initial 60 days to accept or
reject a lease until the Bankruptcy Abuse Prevention and Consumer
Protection Act (BAPCPA) was implemented on October 17, 2005.
Extensions, says Costar.com, were routinely granted, letting the
decision be delayed for months or years.  Costar.com states that
BAPCPA, because the previous rule presented a heavy financial
burden against landlords by letting the fate of a space sit in
limbo for months or even years, extended the initial accept/reject
deadline to 120 days with a one-time optional extension of 90
days, unless the landlord grants further consent.

Costar.com relates that vacancy is increasing at retail centers
across the U.S. as:

     -- retailers close their doors and healthy retailers open
        fewer stores;

     -- leasing agents are struggling to lease-up vacant space;
        and

     -- retail real estate disposition firms are seeing little to
        no interested parties show up at auctions for the sale of
        leases.

Costar.com, citing Mr. Duncan, relates that 210 days is
insufficient for a retailer with multiple locations to determine
which stores are would be profitable, as it might not cover the
critical holiday selling period, when "most merchants make the
largest portion of their earnings."  Mr. Duncan said that the
deadline be extended to "beyond 365 days," Costar.com states.

According to Costar.com, Jack Williams -- Georgia State University
College of Law professor specializing in bankruptcy, American
Bankruptcy Institute resident scholar, and a managing director in
the Business Restructuring Group of BDO Consulting -- supports the
removal of the 210-day deadline, saying that the bankruptcy court
should determine "on a case-by-case basis whether cause has been
shown to extend the deadline."  Costar.com quoted Mr. Williams as
saying, "Any extension of time past the 210 days will require the
consent of the landlord; which, in turn, will most like require
the payment of a consent fee or other concessions," which is
"detrimental to the debtor's estate and the other unsecured
creditors."

The Congress should realize that the 210-day period "is often
shorter because of the need to consider and potentially conduct a
going out of business (GOB) sale as an alternative to a
rehabilitation," Costar.com says, citing Mr. Williams.

Citing Developers Diversified Realty president and Chief Operating
Officer Daniel Hurwitz, Costar.com says that International Council
of Shopping Centers and the landlord want to keep the deadline at
210 days.  According to the report, ICSC sought for seven years to
get the deadline changed and sees the rule as "an important
firewall that prevents the failure of one retailer from cascading
to other businesses."

Costar.com quoted Jones Lang LaSalle Retail leasing director Jones
Bemis as saying, "I am steadfast against extending the time period
to accept or reject leases.  Keeping in mind that most retailers
begin preparing for bankruptcy prior to filing, conducting an
evaluation on the profitability of your real estate should not be
a task so difficult that it can't be accomplished in seven months.
If you're going to seek the protection of the bankruptcy court,
you need to make decisions and let those people directly affected
by your action make plans and get ready for the future
themselves."   The 210-day deadline makes sense, regardless of
what state the economy is in at that time, because a landlord
always wants control of its real estate, the report states, citing
Mr. Bemis.

Costar.com reports that Mary Lou Fiala, Regency Centers vice
chairperson and COO, believes that the seven-month timeframe is
"more than enough time to decide which stores to keep open,"
because "long before the actual filing a retailer knows which of
its stores are doing well and which are not," and the 210-day
deadline "is a way for both parties to end an unproductive
relationship in a timely and efficient manner."


* NIP Specialty Launches New Facility for Bankrupt Businesses
-------------------------------------------------------------
NIP Specialty Brokerage, a division of New Jersey-based NIP Group,
Inc., has launched a new facility to help agents/brokers replace
business insurance policies cancelled or non-renewed because their
clients have filed for reorganization or liquidation under the
federal bankruptcy laws.

According to a recent news release from the U.S. Courts government
office, total bankruptcy filings in the federal courts rose 31% in
the calendar year 2008, with filings involving business debts up
54% in 2008 compared to 20071.  Businesses forced to file Chapter
7 or Chapter 11 bankruptcy often find it extremely difficult to
gain or keep the necessary insurance coverage required to protect
the business such as Directors & Officers (D&O), General Liability
(GL), Property, and Workers Compensation (WC).

"We are always seeking ways to help our agents/brokers solve their
most emerging and complex problems," said Dean Mortilla, President
of NIP Specialty Brokerage.  "It recently became clear that our
agents/brokers were having difficulty placing coverage for clients
canceled or non-renewed due to the client's business filing for
bankruptcy.  We immediately developed a facility to provide a
broad range of insurance coverages necessary for businesses to
properly function during their reorganization or liquidation."

NIP Specialty is seeking Chapter 7 and 11 risks.  Working with A-
rated carriers with a broad appetite in terms of industries, as
well as policy types, NIP Specialty is able to place these
difficult risks, including: Professional Liability (E&O, D&O,
EPLI, Financial Institution and Commercial Fiduciary Liability);
Commercial Packages (GL/Auto/Property); Casualty (GC, E&S); and
Umbrella.  Targeted classes include insurance companies,
investment advisors, security broker/dealers, banks, financial and
non-financial institutions, and more.

                   About NIP Specialty Brokerage

NIP Specialty Brokerage is a wholesale brokerage operation
targeting non-standard commercial risks underwritten by admitted
and non-admitted specialty carriers.  NIP Specialty Brokerage
assists agents/brokers in the structure and placement of complex
insurance risks throughout the United States by accessing NIP's
brokerage expertise and relationships with global insurance
markets.

                         About NIP Group

NIP Group, Inc., is a specialty insurance intermediary, ranked
among the largest 100 in the United States and providing a wide
range of brokerage, underwriting and risk management services to
select market segments.


* BOND PRICING -- For Week From March 16 to 20, 2009
----------------------------------------------------
Company                    Coupon          Maturity  Bid Price
-------                    ------          --------  ---------
155 E TROPICANA              8.75%         4/1/2012      44.44
ABITIBI-CONS FIN             7.88%         8/1/2009      25.00
ACCO Brands Corp             7.63%        8/15/2015      35.00
ACE CASH EXPRESS            10.25%        10/1/2014      14.13
ADVANTA CAP TR               8.99%       12/17/2026       9.50
AHERN RENTALS                9.25%        8/15/2013      27.00
ALABAMA POWER                5.50%        10/1/2042      70.00
ALERIS INTL INC             10.00%       12/15/2016       0.80
ALION SCIENCE               10.25%         2/1/2015      20.00
ALLBRITTON COMM              7.75%       12/15/2012      40.00
ALLIED CAP CORP              6.00%         4/1/2012      17.50
ALLIED CAP CORP              6.63%        7/15/2011      22.00
AMER AXLE & MFG              5.25%        2/11/2014      22.06
AMER AXLE & MFG              7.88%         3/1/2017      15.00
AMER CAP STRATEG             8.60%         8/1/2012      42.00
AMER GENL CORP               7.50%        8/11/2010      76.50
AMER GENL FIN                3.00%        7/15/2009      84.17
AMER GENL FIN                3.05%        6/15/2010      35.00
AMER GENL FIN                3.10%        6/15/2009      73.60
AMER GENL FIN                3.10%        7/15/2009      76.80
AMER GENL FIN                3.30%        7/15/2009      87.23
AMER GENL FIN                3.30%       11/15/2009      74.10
AMER GENL FIN                3.30%        6/15/2010      39.00
AMER GENL FIN                3.35%        5/15/2009      82.00
AMER GENL FIN                3.40%       10/15/2009      79.33
AMER GENL FIN                3.45%        4/15/2010      40.00
AMER GENL FIN                3.60%        4/15/2009      96.87
AMER GENL FIN                3.80%        4/15/2009      90.00
AMER GENL FIN                3.85%        9/15/2009      91.85
AMER GENL FIN                3.88%        10/1/2009      70.35
AMER GENL FIN                3.88%       10/15/2009      66.49
AMER GENL FIN                3.88%       11/15/2009      71.00
AMER GENL FIN                3.90%        9/15/2009      76.95
AMER GENL FIN                3.90%        4/15/2010      56.41
AMER GENL FIN                3.90%        4/15/2011      24.00
AMER GENL FIN                4.00%        6/15/2009      88.29
AMER GENL FIN                4.00%        8/15/2009      80.54
AMER GENL FIN                4.00%        9/15/2009      60.00
AMER GENL FIN                4.00%       11/15/2009      30.00
AMER GENL FIN                4.00%       11/15/2009      56.00
AMER GENL FIN                4.00%       11/15/2009      70.10
AMER GENL FIN                4.00%       12/15/2009      67.25
AMER GENL FIN                4.00%       12/15/2009      50.00
AMER GENL FIN                4.00%       12/15/2009      65.33
AMER GENL FIN                4.00%        3/15/2011      36.53
AMER GENL FIN                4.00%        4/15/2012      20.00
AMER GENL FIN                4.05%        5/15/2010      30.00
AMER GENL FIN                4.10%        1/15/2010      51.78
AMER GENL FIN                4.10%        5/15/2010      23.00
AMER GENL FIN                4.10%        1/15/2011      35.05
AMER GENL FIN                4.13%        1/15/2010      64.06
AMER GENL FIN                4.15%       11/15/2010      39.25
AMER GENL FIN                4.15%       12/15/2010      26.00
AMER GENL FIN                4.15%        1/15/2011      42.64
AMER GENL FIN                4.20%        8/15/2009      34.25
AMER GENL FIN                4.20%       10/15/2009      51.00
AMER GENL FIN                4.20%       11/15/2009      50.00
AMER GENL FIN                4.20%       10/15/2010      44.75
AMER GENL FIN                4.25%       11/15/2009      70.41
AMER GENL FIN                4.25%       10/15/2010      45.35
AMER GENL FIN                4.30%        5/15/2009      45.00
AMER GENL FIN                4.30%        6/15/2009      85.70
AMER GENL FIN                4.30%        9/15/2009      70.00
AMER GENL FIN                4.30%        6/15/2010      80.24
AMER GENL FIN                4.30%        7/15/2010      49.75
AMER GENL FIN                4.30%        9/15/2010      46.37
AMER GENL FIN                4.30%       10/15/2011      34.03
AMER GENL FIN                4.35%        6/15/2009      94.50
AMER GENL FIN                4.35%        6/15/2009      86.07
AMER GENL FIN                4.35%        9/15/2009      76.99
AMER GENL FIN                4.35%        3/15/2010      45.00
AMER GENL FIN                4.40%        5/15/2009      92.57
AMER GENL FIN                4.40%        7/15/2009      60.00
AMER GENL FIN                4.40%       12/15/2010      22.00
AMER GENL FIN                4.40%       12/15/2011      24.00
AMER GENL FIN                4.40%        4/15/2012      13.01
AMER GENL FIN                4.50%        7/15/2009      60.00
AMER GENL FIN                4.50%        9/15/2009      65.00
AMER GENL FIN                4.50%        3/15/2010      59.02
AMER GENL FIN                4.50%        8/15/2010      35.10
AMER GENL FIN                4.50%       11/15/2010      30.00
AMER GENL FIN                4.50%       11/15/2011      40.12
AMER GENL FIN                4.55%       10/15/2009      79.00
AMER GENL FIN                4.60%       11/15/2009      27.00
AMER GENL FIN                4.60%        8/15/2010      32.00
AMER GENL FIN                4.60%        9/15/2010      22.00
AMER GENL FIN                4.60%       10/15/2010      45.29
AMER GENL FIN                4.60%        1/15/2012      65.47
AMER GENL FIN                4.63%        5/15/2009      95.11
AMER GENL FIN                4.63%         9/1/2010      45.00
AMER GENL FIN                4.63%        3/15/2012      49.00
AMER GENL FIN                4.65%        8/15/2010      61.00
AMER GENL FIN                4.70%       12/15/2009      67.36
AMER GENL FIN                4.70%       10/15/2010      44.84
AMER GENL FIN                4.75%        6/15/2010      30.00
AMER GENL FIN                4.75%        8/15/2010      35.00
AMER GENL FIN                4.75%        5/15/2011      41.12
AMER GENL FIN                4.80%        8/15/2009      80.76
AMER GENL FIN                4.80%        9/15/2011      28.10
AMER GENL FIN                4.85%       10/15/2009      73.98
AMER GENL FIN                4.85%       12/15/2009      77.99
AMER GENL FIN                4.88%        5/15/2010      47.50
AMER GENL FIN                4.88%        6/15/2010      68.63
AMER GENL FIN                4.88%        7/15/2012      37.25
AMER GENL FIN                4.90%       12/15/2009      44.78
AMER GENL FIN                4.90%        3/15/2011      42.05
AMER GENL FIN                4.90%        3/15/2012      39.41
AMER GENL FIN                4.95%       11/15/2010      25.75
AMER GENL FIN                5.00%        9/15/2009      86.25
AMER GENL FIN                5.00%        1/15/2010      34.00
AMER GENL FIN                5.00%        6/15/2010      78.84
AMER GENL FIN                5.00%        9/15/2010      35.00
AMER GENL FIN                5.00%       10/15/2010      26.00
AMER GENL FIN                5.00%       11/15/2010      39.00
AMER GENL FIN                5.00%       12/15/2010      50.88
AMER GENL FIN                5.00%       12/15/2010      35.00
AMER GENL FIN                5.00%       12/15/2010      21.00
AMER GENL FIN                5.00%        1/15/2011      16.46
AMER GENL FIN                5.00%        1/15/2011      51.70
AMER GENL FIN                5.00%        3/15/2011      28.10
AMER GENL FIN                5.00%        6/15/2011      39.35
AMER GENL FIN                5.00%       10/15/2011      24.26
AMER GENL FIN                5.00%       12/15/2011      39.93
AMER GENL FIN                5.00%        3/15/2012      39.66
AMER GENL FIN                5.00%        8/15/2012      22.00
AMER GENL FIN                5.10%        6/15/2009      92.93
AMER GENL FIN                5.10%        9/15/2009      77.52
AMER GENL FIN                5.10%        9/15/2010      47.13
AMER GENL FIN                5.10%        3/15/2011      54.97
AMER GENL FIN                5.10%        1/15/2012      40.05
AMER GENL FIN                5.15%        6/15/2009      97.50
AMER GENL FIN                5.15%        9/15/2009      77.54
AMER GENL FIN                5.20%        6/15/2010      45.00
AMER GENL FIN                5.20%        5/15/2011      25.00
AMER GENL FIN                5.20%       12/15/2011      32.85
AMER GENL FIN                5.20%        5/15/2012      33.50
AMER GENL FIN                5.25%        6/15/2009      88.49
AMER GENL FIN                5.25%        6/15/2009      88.49
AMER GENL FIN                5.25%        7/15/2010      37.70
AMER GENL FIN                5.25%        4/15/2011      41.95
AMER GENL FIN                5.25%        6/15/2011      41.20
AMER GENL FIN                5.25%        9/15/2012      38.00
AMER GENL FIN                5.30%        6/15/2009      88.66
AMER GENL FIN                5.35%        6/15/2010      45.51
AMER GENL FIN                5.35%        7/15/2010      16.76
AMER GENL FIN                5.35%        9/15/2011      53.00
AMER GENL FIN                5.35%        8/15/2012      38.06
AMER GENL FIN                5.38%         9/1/2009      72.25
AMER GENL FIN                5.38%        10/1/2012      39.00
AMER GENL FIN                5.40%        6/15/2011      41.35
AMER GENL FIN                5.40%        6/15/2011      41.35
AMER GENL FIN                5.45%        9/15/2009      77.54
AMER GENL FIN                5.45%        6/15/2011      40.50
AMER GENL FIN                5.45%       10/15/2011      30.00
AMER GENL FIN                5.50%        6/15/2009      88.53
AMER GENL FIN                5.50%       12/15/2010      42.16
AMER GENL FIN                5.50%        4/15/2011      29.50
AMER GENL FIN                5.50%        6/15/2012      39.15
AMER GENL FIN                5.50%        7/15/2012      23.00
AMER GENL FIN                5.50%        8/15/2012      38.23
AMER GENL FIN                5.50%       12/15/2012      16.00
AMER GENL FIN                5.50%       12/15/2012      35.08
AMER GENL FIN                5.50%        1/15/2013      36.90
AMER GENL FIN                5.50%        1/15/2013      14.22
AMER GENL FIN                5.60%        6/15/2011      41.51
AMER GENL FIN                5.63%        8/17/2011      38.50
AMER GENL FIN                5.85%        9/15/2012      31.70
AMER GENL FIN                6.00%        7/15/2011      30.12
AMER GENL FIN                6.00%       10/15/2014      25.00
AMER GENL FIN                6.25%        7/15/2010      79.31
AMER GENL FIN                6.25%        7/15/2011      20.00
AMER GENL FIN                6.25%        7/15/2011      25.00
AMER GENL FIN                6.75%        7/15/2011      40.02
AMER GENL FIN                7.75%        9/15/2010      48.81
AMER GENL FIN                7.85%        8/15/2010      65.00
AMER GENL FIN                7.90%        9/15/2010      48.93
AMER GENL FIN                8.00%        8/15/2010      66.80
AMER GENL FIN                8.10%        9/15/2011      43.28
AMER GENL FIN                8.13%        8/15/2009      73.00
AMER GENL FIN                8.15%        8/15/2011      55.00
AMER GENL FIN                8.20%        9/15/2011      43.37
AMER GENL FIN                8.38%        8/15/2011      43.05
AMER GENL FIN                8.45%       10/15/2009      86.50
AMER INTL GROUP              4.88%        3/15/2067       8.99
AMER INTL GROUP              5.38%       10/18/2011      60.00
AMER INTL GROUP              6.25%        3/15/2037      14.67
AMER MEDIA OPER              8.88%        1/15/2011      36.00
AMERICAN ACHIEVE             8.25%         4/1/2012      42.25
AMERICAN TIRE               10.75%         4/1/2013      19.63
AMERICREDIT CORP             0.75%        9/15/2011      42.48
AMES TRUE TEMPER            10.00%        7/15/2012      40.10
AMR CORP                    10.13%        6/15/2011      47.75
AMR CORP                    10.40%        3/15/2011      52.00
AMR CORP                    10.42%        3/15/2011      46.00
AMR CORP                    10.45%        3/10/2011      52.00
ANTHRACITE CAP              11.75%         9/1/2027       9.00
APPLETON PAPERS              9.75%        6/15/2014      18.00
ARCO CHEMICAL CO             9.80%         2/1/2020      10.50
ARCO CHEMICAL CO            10.25%        11/1/2010      12.00
ARVINMERITOR                 8.13%        9/15/2015      30.53
ARVINMERITOR                 8.75%         3/1/2012      32.50
ASARCO INC                   7.88%        4/15/2013      23.50
ASHTON WOODS USA             9.50%        10/1/2015      19.50
AT HOME CORP                 0.52%       12/28/2018       0.06
ATHEROGENICS INC             1.50%         2/1/2012      11.00
AVENTINE RENEW              10.00%         4/1/2017      15.00
AVIS BUDGET CAR              7.63%        5/15/2014      19.50
AVIS BUDGET CAR              7.75%        5/15/2016      22.00
BANK NEW ENGLAND             9.88%        9/15/1999       4.50
BANKUNITED CAP               3.13%         3/1/2034       8.00
BARRINGTON BROAD            10.50%        8/15/2014      20.00
BEAZER HOMES USA             4.63%        6/15/2024      25.00
BEAZER HOMES USA             6.50%       11/15/2013      22.00
BEAZER HOMES USA             6.88%        7/15/2015      22.00
BEAZER HOMES USA             8.13%        6/15/2016      23.00
BEAZER HOMES USA             8.38%        4/15/2012      29.00
BEAZER HOMES USA             8.63%        5/15/2011      32.50
BELL MICROPRODUC             3.75%         3/5/2024      15.63
BELL MICROPRODUC             3.75%         3/5/2024      18.00
BLOCKBUSTER INC              9.00%         9/1/2012      45.50
BOISE CASCADE CO             7.95%        3/27/2009      97.73
BON-TON DEPT STR            10.25%        3/15/2014      18.00
BORDEN INC                   7.88%        2/15/2023       9.10
BORDEN INC                   8.38%        4/15/2016       5.00
BORDEN INC                   9.20%        3/15/2021       7.00
BOWATER INC                  6.50%        6/15/2013      10.00
BOWATER INC                  9.38%       12/15/2021      16.48
BOWATER INC                  9.50%       10/15/2012      10.50
BRODER BROS CO              11.25%       10/15/2010      15.50
BROOKSTONE CO               12.00%       10/15/2012      48.50
BUFFALO THUNDER              9.38%       12/15/2014       6.99
BURLINGTON COAT             11.13%        4/15/2014      24.00
CALLON PETROLEUM             9.75%        12/8/2010      40.00
CAPMARK FINL GRP             7.38%        5/10/2012      19.25
CAPMARK FINL GRP             7.80%        5/10/2017      18.00
CARAUSTAR INDS               7.25%         5/1/2010      50.38
CARAUSTAR INDS               7.38%         6/1/2009      41.75
CARDINAL HEALTH              9.50%        4/15/2015      28.00
CCH I LLC                    9.92%         4/1/2014       1.00
CCH I LLC                   10.00%        5/15/2014       1.00
CCH I LLC                   11.13%        1/15/2014       1.25
CCH I/CCH I CP              11.00%        10/1/2015      10.55
CCH I/CCH I CP              11.00%        10/1/2015      10.00
CELL GENESYS INC             3.13%        11/1/2011      40.00
CELL THERAPEUTIC             5.75%       12/15/2011      14.50
CHAMPION ENTERPR             2.75%        11/1/2037      15.00
CHAMPION ENTERPR             7.63%        5/15/2009      91.00
CHAPARRAL ENERGY             8.50%        12/1/2015      28.50
CHAPARRAL ENERGY             8.88%         2/1/2017      29.50
CHARTER COMM HLD            10.00%        5/15/2011       1.52
CHARTER COMM HLD            11.13%        1/15/2011       5.06
CHARTER COMM HLD            11.75%        5/15/2011       2.00
CHARTER COMM INC             6.50%        10/1/2027       5.50
CHENIERE ENERGY              2.25%         8/1/2012      21.00
CIRCUS CIRCUS                7.63%        7/15/2013      17.40
CIT GROUP INC                4.13%        11/3/2009      84.00
CIT GROUP INC                4.25%         2/1/2010      84.00
CIT GROUP INC                5.20%        11/3/2010      73.50
CIT GROUP INC                6.88%        11/1/2009      90.52
CITADEL BROADCAS             4.00%        2/15/2011      30.00
CLAIRE'S STORES              9.25%         6/1/2015      26.25
CLAIRE'S STORES             10.50%         6/1/2017      22.25
CLEAR CHANNEL                4.25%        5/15/2009      89.62
CLEAR CHANNEL                4.40%        5/15/2011      19.00
CLEAR CHANNEL                4.50%        1/15/2010      35.00
CLEAR CHANNEL                4.90%        5/15/2015      10.00
CLEAR CHANNEL                5.00%        3/15/2012      13.02
CLEAR CHANNEL                5.50%        9/15/2014      12.00
CLEAR CHANNEL                5.50%       12/15/2016      11.44
CLEAR CHANNEL                5.75%        1/15/2013       8.00
CLEAR CHANNEL                6.25%        3/15/2011      15.75
CLEAR CHANNEL                6.88%        6/15/2018      12.50
CLEAR CHANNEL                7.25%       10/15/2027       9.00
CLEAR CHANNEL                7.65%        9/15/2010      32.00
CLEAR CHANNEL               10.75%         8/1/2016      14.13
CMP SUSQUEHANNA              9.88%        5/15/2014       4.50
COEUR D'ALENE                1.25%        1/15/2024      50.00
COMMERCIAL VEHIC             8.00%         7/1/2013      50.00
COMPUCREDIT                  3.63%        5/30/2025      23.83
CONEXANT SYSTEMS             4.00%         3/1/2026      20.00
CONSTAR INTL                11.00%        12/1/2012       4.00
COOPER-STANDARD              7.00%       12/15/2012      12.00
COOPER-STANDARD              8.38%       12/15/2014      11.00
CREDENCE SYSTEM              3.50%        5/15/2010      29.00
CTS CORP                     2.13%         5/1/2024      97.25
DAYTON SUPERIOR             13.00%        6/15/2009      69.50
DECODE GENETICS              3.50%        4/15/2011       2.88
DELPHI CORP                  6.50%        8/15/2013       2.25
DELPHI CORP                  8.25%       10/15/2033       0.01
DELTA PETROLEUM              3.75%         5/1/2037      24.50
DEVELOP DIV RLTY             5.25%        4/15/2011      55.91
DEX MEDIA INC                8.00%       11/15/2013      11.31
DEX MEDIA WEST               8.50%        8/15/2010      47.50
DEX MEDIA WEST               9.88%        8/15/2013      19.00
DOWNEY FINANCIAL             6.50%         7/1/2014       0.50
DOWNSTREAM DEVEL            12.00%       10/15/2015      28.11
DUANE READE INC              9.75%         8/1/2011      56.50
DUNE ENERGY INC             10.50%         6/1/2012      19.00
E*TRADE FINL                 7.38%        9/15/2013      38.00
E*TRADE FINL                 7.88%        12/1/2015      36.12
E*TRADE FINL                 8.00%        6/15/2011      44.17
ENERGY PARTNERS              9.75%        4/15/2014      20.50
ENERGY XXI GULF             10.00%        6/15/2013      43.00
EPIX MEDICAL INC             3.00%        6/15/2024      32.50
EQUISTAR CHEMICA             7.55%        2/15/2026      10.50
EVERGREEN SOLAR              4.00%        7/15/2013      24.50
FAIRPOINT COMMUN            13.13%         4/1/2018      26.88
FERRO CORP                   6.50%        8/15/2013      35.00
FGIC CORP                    6.00%        1/15/2034       5.38
FIBERTOWER CORP              9.00%       11/15/2012      30.03
FINISAR CORP                 2.50%       10/15/2010      52.38
FINLAY FINE JWLY             8.38%         6/1/2012       2.00
FIRST DATA CORP              4.70%         8/1/2013      25.12
FIRST DATA CORP              4.85%        10/1/2014      25.00
FLOTEK INDS                  5.25%        2/15/2028      24.00
FONTAINEBLEAU LA            11.00%        6/15/2015       5.00
FORD HOLDINGS                9.38%         3/1/2020      20.62
FORD MOTOR CO                9.22%        9/15/2021      28.88
FORD MOTOR CO                9.50%        9/15/2011      45.10
FORD MOTOR CO                9.98%        2/15/2047      26.00
FORD MOTOR CRED              4.65%        4/20/2009      97.64
FORD MOTOR CRED              4.70%        4/20/2009      94.00
FORD MOTOR CRED              4.90%        5/20/2009      84.59
FORD MOTOR CRED              4.90%       10/20/2009      80.00
FORD MOTOR CRED              4.90%       10/20/2009      72.91
FORD MOTOR CRED              4.95%       10/20/2009      71.70
FORD MOTOR CRED              5.00%        8/20/2009      80.51
FORD MOTOR CRED              5.00%       10/20/2009      78.87
FORD MOTOR CRED              5.00%        1/20/2011      50.53
FORD MOTOR CRED              5.10%        8/20/2009      83.45
FORD MOTOR CRED              5.10%       11/20/2009      73.75
FORD MOTOR CRED              5.10%        2/22/2011      40.00
FORD MOTOR CRED              5.15%       11/20/2009      68.62
FORD MOTOR CRED              5.15%       11/20/2009      78.50
FORD MOTOR CRED              5.15%        1/20/2011      37.21
FORD MOTOR CRED              5.20%        3/21/2011      34.66
FORD MOTOR CRED              5.25%       12/21/2009      66.39
FORD MOTOR CRED              5.25%        2/22/2011      42.90
FORD MOTOR CRED              5.25%        3/21/2011      50.42
FORD MOTOR CRED              5.25%        3/21/2011      40.83
FORD MOTOR CRED              5.25%        9/20/2011      42.00
FORD MOTOR CRED              5.30%        3/21/2011      34.00
FORD MOTOR CRED              5.30%        4/20/2011      40.00
FORD MOTOR CRED              5.35%        5/20/2009      86.00
FORD MOTOR CRED              5.35%        2/22/2011      45.00
FORD MOTOR CRED              5.40%        6/22/2009      87.00
FORD MOTOR CRED              5.40%        1/20/2011      51.13
FORD MOTOR CRED              5.40%        9/20/2011      31.17
FORD MOTOR CRED              5.40%       10/20/2011      35.50
FORD MOTOR CRED              5.45%        4/20/2011      47.43
FORD MOTOR CRED              5.45%       10/20/2011      40.00
FORD MOTOR CRED              5.50%        6/22/2009      90.00
FORD MOTOR CRED              5.50%        1/20/2010      58.54
FORD MOTOR CRED              5.50%        2/22/2010      64.20
FORD MOTOR CRED              5.50%        2/22/2010      64.08
FORD MOTOR CRED              5.50%        2/22/2010      75.42
FORD MOTOR CRED              5.50%        4/20/2011      34.50
FORD MOTOR CRED              5.50%        9/20/2011      37.00
FORD MOTOR CRED              5.50%       10/20/2011      38.75
FORD MOTOR CRED              5.55%        6/21/2010      67.00
FORD MOTOR CRED              5.55%        9/20/2011      44.79
FORD MOTOR CRED              5.60%       12/20/2010      42.96
FORD MOTOR CRED              5.60%        4/20/2011      48.00
FORD MOTOR CRED              5.60%        8/22/2011      47.53
FORD MOTOR CRED              5.60%        9/20/2011      31.84
FORD MOTOR CRED              5.60%       11/21/2011      44.00
FORD MOTOR CRED              5.60%       11/21/2011      44.34
FORD MOTOR CRED              5.65%       12/20/2010      49.00
FORD MOTOR CRED              5.65%        7/20/2011      33.00
FORD MOTOR CRED              5.65%       11/21/2011      30.89
FORD MOTOR CRED              5.65%       12/20/2011      44.00
FORD MOTOR CRED              5.65%        1/21/2014      28.90
FORD MOTOR CRED              5.70%        3/22/2010      73.97
FORD MOTOR CRED              5.70%        5/20/2011      32.64
FORD MOTOR CRED              5.70%       12/20/2011      45.50
FORD MOTOR CRED              5.70%        1/20/2012      34.50
FORD MOTOR CRED              5.75%        6/21/2010      66.32
FORD MOTOR CRED              5.75%       10/20/2010      57.54
FORD MOTOR CRED              5.75%        8/22/2011      31.62
FORD MOTOR CRED              5.75%       12/20/2011      37.70
FORD MOTOR CRED              5.75%        2/21/2012      35.00
FORD MOTOR CRED              5.75%        2/20/2014      28.00
FORD MOTOR CRED              5.75%        2/20/2014      24.00
FORD MOTOR CRED              5.80%        8/22/2011      49.02
FORD MOTOR CRED              5.85%        6/21/2010      64.16
FORD MOTOR CRED              5.85%        7/20/2010      40.00
FORD MOTOR CRED              5.85%        7/20/2011      42.00
FORD MOTOR CRED              5.85%        1/20/2012      28.00
FORD MOTOR CRED              5.90%        7/20/2011      42.00
FORD MOTOR CRED              6.00%       10/20/2010      50.95
FORD MOTOR CRED              6.00%       10/20/2010      50.30
FORD MOTOR CRED              6.00%       12/20/2010      52.46
FORD MOTOR CRED              6.00%        1/21/2014      27.50
FORD MOTOR CRED              6.00%        3/20/2014      28.50
FORD MOTOR CRED              6.00%        3/20/2014      25.50
FORD MOTOR CRED              6.00%        3/20/2014      30.34
FORD MOTOR CRED              6.00%       11/20/2014      24.20
FORD MOTOR CRED              6.00%        2/20/2015      25.25
FORD MOTOR CRED              6.05%        7/20/2010      58.00
FORD MOTOR CRED              6.05%        9/20/2010      56.03
FORD MOTOR CRED              6.05%        6/20/2011      44.43
FORD MOTOR CRED              6.05%        3/20/2012      24.35
FORD MOTOR CRED              6.05%        3/20/2014      34.41
FORD MOTOR CRED              6.10%        6/20/2011      48.00
FORD MOTOR CRED              6.10%        2/20/2015      25.00
FORD MOTOR CRED              6.15%        7/20/2010      49.91
FORD MOTOR CRED              6.15%        9/20/2010      46.63
FORD MOTOR CRED              6.15%        5/20/2011      42.02
FORD MOTOR CRED              6.15%       12/22/2014      28.17
FORD MOTOR CRED              6.15%        1/20/2015      24.00
FORD MOTOR CRED              6.20%        5/20/2011      49.00
FORD MOTOR CRED              6.20%        6/20/2011      48.00
FORD MOTOR CRED              6.25%        6/20/2011      42.00
FORD MOTOR CRED              6.25%        6/20/2011      43.50
FORD MOTOR CRED              6.25%        2/21/2012      25.55
FORD MOTOR CRED              6.25%        3/20/2012      30.49
FORD MOTOR CRED              6.25%       12/20/2013      34.95
FORD MOTOR CRED              6.25%        4/21/2014      27.10
FORD MOTOR CRED              6.25%        1/20/2015      25.00
FORD MOTOR CRED              6.25%        3/20/2015      30.00
FORD MOTOR CRED              6.30%        5/20/2014      23.00
FORD MOTOR CRED              6.30%        5/20/2014      20.33
FORD MOTOR CRED              6.35%        9/20/2010      53.80
FORD MOTOR CRED              6.35%        9/20/2010      57.78
FORD MOTOR CRED              6.35%        4/21/2014      30.10
FORD MOTOR CRED              6.40%        8/20/2010      59.02
FORD MOTOR CRED              6.50%        8/20/2010      67.50
FORD MOTOR CRED              6.50%       12/20/2013      26.00
FORD MOTOR CRED              6.50%        2/20/2015      24.00
FORD MOTOR CRED              6.50%        3/20/2015      20.75
FORD MOTOR CRED              6.52%        3/10/2013      32.50
FORD MOTOR CRED              6.55%        8/20/2010      50.77
FORD MOTOR CRED              6.55%       12/20/2013      27.00
FORD MOTOR CRED              6.60%        3/20/2012      45.40
FORD MOTOR CRED              6.60%       10/21/2013      32.88
FORD MOTOR CRED              6.65%       10/21/2013      33.00
FORD MOTOR CRED              6.80%        6/20/2014      25.00
FORD MOTOR CRED              6.80%        6/20/2014      20.88
FORD MOTOR CRED              6.80%        3/20/2015      25.00
FORD MOTOR CRED              6.95%        4/20/2010      56.96
FORD MOTOR CRED              7.00%        7/20/2010      56.00
FORD MOTOR CRED              7.00%        8/15/2012      32.97
FORD MOTOR CRED              7.10%        9/20/2013      25.00
FORD MOTOR CRED              7.10%        9/20/2013      23.50
FORD MOTOR CRED              7.15%        8/20/2010      57.52
FORD MOTOR CRED              7.20%        9/27/2010      50.44
FORD MOTOR CRED              7.25%        7/20/2017      25.20
FORD MOTOR CRED              7.30%        4/20/2015      30.00
FORD MOTOR CRED              7.35%        11/7/2011      34.00
FORD MOTOR CRED              7.35%        3/20/2015      28.65
FORD MOTOR CRED              7.35%        9/15/2015      26.38
FORD MOTOR CRED              7.50%        8/20/2010      55.00
FORD MOTOR CRED              7.50%        9/20/2010      52.00
FORD MOTOR CRED              7.50%        8/20/2032      17.83
FORD MOTOR CRED              7.55%        9/30/2015      26.65
FORD MOTOR CRED              7.90%        5/18/2015      37.50
FORD MOTOR CRED              8.00%       12/20/2010      57.64
FRANKLIN BANK                4.00%         5/1/2027       1.38
FREESCALE SEMICO             8.88%       12/15/2014      19.75
FREESCALE SEMICO            10.13%       12/15/2016      16.20
FRONTIER AIRLINE             5.00%       12/15/2025      15.00
G-I HOLDINGS                10.00%        2/15/2006       1.60
GENCORP INC                  2.25%       11/15/2024      37.50
GENCORP INC                  4.00%        1/16/2024      67.50
GENERAL MOTORS               6.75%         5/1/2028      15.75
GENERAL MOTORS               7.13%        7/15/2013      17.30
GENERAL MOTORS               7.20%        1/15/2011      24.00
GENERAL MOTORS               7.38%        5/23/2048      11.55
GENERAL MOTORS               7.40%         9/1/2025      14.50
GENERAL MOTORS               7.70%        4/15/2016      19.25
GENERAL MOTORS               8.10%        6/15/2024      13.73
GENERAL MOTORS               8.25%        7/15/2023      15.75
GENERAL MOTORS               8.38%        7/15/2033      16.38
GENERAL MOTORS               8.80%         3/1/2021      14.00
GENERAL MOTORS               9.40%        7/15/2021      14.56
GENERAL MOTORS               9.45%        11/1/2011      15.00
GENWORTH FINL                5.65%        6/15/2012      51.00
GENWORTH FINL                6.15%       11/15/2066      14.00
GEORGIA GULF CRP             7.13%       12/15/2013      11.75
GEORGIA GULF CRP             9.50%       10/15/2014      24.00
GEORGIA GULF CRP            10.75%       10/15/2016       9.00
GGP LP                       3.98%        4/15/2027       7.53
GMAC LLC                     4.90%       10/15/2009      66.74
GMAC LLC                     4.90%       10/15/2009      83.50
GMAC LLC                     4.95%       10/15/2009      77.00
GMAC LLC                     5.00%        8/15/2009      80.52
GMAC LLC                     5.00%        8/15/2009      75.78
GMAC LLC                     5.00%        9/15/2009      84.00
GMAC LLC                     5.00%        9/15/2009      77.01
GMAC LLC                     5.00%        9/15/2009      76.83
GMAC LLC                     5.00%       10/15/2009      74.81
GMAC LLC                     5.05%        7/15/2009      84.25
GMAC LLC                     5.10%        7/15/2009      90.00
GMAC LLC                     5.10%        8/15/2009      78.00
GMAC LLC                     5.10%        9/15/2009      78.00
GMAC LLC                     5.20%       11/15/2009      73.27
GMAC LLC                     5.20%       11/15/2009      70.69
GMAC LLC                     5.25%        7/15/2009      81.01
GMAC LLC                     5.25%        7/15/2009      81.00
GMAC LLC                     5.25%        8/15/2009      76.14
GMAC LLC                     5.25%        8/15/2009      78.02
GMAC LLC                     5.25%       11/15/2009      78.00
GMAC LLC                     5.25%       11/15/2009      69.09
GMAC LLC                     5.25%        1/15/2014      23.00
GMAC LLC                     5.30%        1/15/2010      66.00
GMAC LLC                     5.35%       11/15/2009      73.55
GMAC LLC                     5.35%       12/15/2009      71.50
GMAC LLC                     5.35%       12/15/2009      65.00
GMAC LLC                     5.35%        1/15/2014      20.00
GMAC LLC                     5.40%       12/15/2009      70.50
GMAC LLC                     5.40%       12/15/2009      70.50
GMAC LLC                     5.50%        1/15/2010      60.00
GMAC LLC                     5.63%        5/15/2009      92.38
GMAC LLC                     5.70%        6/15/2013      26.39
GMAC LLC                     5.70%       10/15/2013      25.00
GMAC LLC                     5.70%       12/15/2013      25.00
GMAC LLC                     5.75%        1/15/2010      62.61
GMAC LLC                     5.75%        5/21/2010      62.75
GMAC LLC                     5.75%        9/27/2010      65.00
GMAC LLC                     5.75%        1/15/2014      22.99
GMAC LLC                     5.85%        2/15/2010      64.25
GMAC LLC                     5.85%        5/15/2013      34.00
GMAC LLC                     5.85%        6/15/2013      29.23
GMAC LLC                     5.85%        6/15/2013      26.27
GMAC LLC                     5.90%       12/15/2013      24.50
GMAC LLC                     5.90%       12/15/2013      24.00
GMAC LLC                     6.00%        4/15/2009      99.00
GMAC LLC                     6.00%        1/15/2010      63.50
GMAC LLC                     6.00%        2/15/2010      61.95
GMAC LLC                     6.00%        2/15/2010      57.25
GMAC LLC                     6.00%        7/15/2013      25.05
GMAC LLC                     6.00%       11/15/2013      28.05
GMAC LLC                     6.00%       12/15/2013      26.33
GMAC LLC                     6.05%        3/15/2010      56.18
GMAC LLC                     6.10%       11/15/2013      31.28
GMAC LLC                     6.15%        3/15/2010      54.01
GMAC LLC                     6.15%        9/15/2013      26.66
GMAC LLC                     6.15%       11/15/2013      27.00
GMAC LLC                     6.15%       12/15/2013      25.44
GMAC LLC                     6.25%        3/15/2013      24.06
GMAC LLC                     6.25%        7/15/2013      23.38
GMAC LLC                     6.25%       10/15/2013      27.00
GMAC LLC                     6.25%       11/15/2013      18.61
GMAC LLC                     6.30%        3/15/2013      25.00
GMAC LLC                     6.30%       10/15/2013      32.00
GMAC LLC                     6.30%       11/15/2013      32.00
GMAC LLC                     6.35%        5/15/2013      23.50
GMAC LLC                     6.38%        6/15/2010      51.51
GMAC LLC                     6.38%        1/15/2014      23.00
GMAC LLC                     6.40%        3/15/2013      28.00
GMAC LLC                     6.45%        2/15/2013      25.00
GMAC LLC                     6.50%       10/15/2009      80.00
GMAC LLC                     6.50%        3/15/2010      58.75
GMAC LLC                     6.50%        5/15/2012      44.17
GMAC LLC                     6.50%        7/15/2012      30.69
GMAC LLC                     6.50%        2/15/2013      21.98
GMAC LLC                     6.50%        3/15/2013      30.00
GMAC LLC                     6.50%        4/15/2013      30.99
GMAC LLC                     6.50%        5/15/2013      27.94
GMAC LLC                     6.50%        6/15/2013      35.60
GMAC LLC                     6.50%        8/15/2013      18.89
GMAC LLC                     6.50%       11/15/2013      30.03
GMAC LLC                     6.50%       12/15/2018      13.80
GMAC LLC                     6.60%        6/15/2019      17.00
GMAC LLC                     6.63%       10/15/2011      34.87
GMAC LLC                     6.65%        2/15/2013      33.25
GMAC LLC                     6.65%       10/15/2018      19.00
GMAC LLC                     6.70%        6/15/2009      76.84
GMAC LLC                     6.70%        7/15/2009      91.06
GMAC LLC                     6.70%        5/15/2014      28.00
GMAC LLC                     6.70%        5/15/2014      25.52
GMAC LLC                     6.70%        6/15/2014      21.00
GMAC LLC                     6.70%       11/15/2018      20.08
GMAC LLC                     6.75%       11/15/2009      63.50
GMAC LLC                     6.75%        9/15/2011      34.18
GMAC LLC                     6.75%       10/15/2011      31.00
GMAC LLC                     6.75%       10/15/2011      35.00
GMAC LLC                     6.75%        7/15/2012      28.90
GMAC LLC                     6.75%        9/15/2012      30.00
GMAC LLC                     6.75%        9/15/2012      30.07
GMAC LLC                     6.75%       10/15/2012      30.29
GMAC LLC                     6.75%        4/15/2013      25.00
GMAC LLC                     6.75%        4/15/2013      29.58
GMAC LLC                     6.75%        6/15/2014      19.35
GMAC LLC                     6.75%        7/15/2016      16.00
GMAC LLC                     6.75%        9/15/2016      22.00
GMAC LLC                     6.80%        7/15/2009      84.00
GMAC LLC                     6.80%       11/15/2009      68.02
GMAC LLC                     6.80%       12/15/2009      65.50
GMAC LLC                     6.80%        2/15/2013      31.00
GMAC LLC                     6.80%        4/15/2013      32.00
GMAC LLC                     6.80%        9/15/2018      18.60
GMAC LLC                     6.85%        7/15/2009      81.00
GMAC LLC                     6.85%       10/15/2009      67.76
GMAC LLC                     6.88%       10/15/2012      30.42
GMAC LLC                     6.88%        4/15/2013      24.50
GMAC LLC                     6.88%        8/15/2016      21.00
GMAC LLC                     6.90%        6/15/2009      85.44
GMAC LLC                     6.90%       12/15/2009      74.50
GMAC LLC                     6.95%        8/15/2009      57.84
GMAC LLC                     7.00%        7/15/2009      84.00
GMAC LLC                     7.00%        8/15/2009      87.79
GMAC LLC                     7.00%        9/15/2009      64.00
GMAC LLC                     7.00%        9/15/2009      76.93
GMAC LLC                     7.00%       10/15/2009      65.03
GMAC LLC                     7.00%       10/15/2009      76.33
GMAC LLC                     7.00%       11/15/2009      70.50
GMAC LLC                     7.00%       11/15/2009      73.50
GMAC LLC                     7.00%       12/15/2009      66.11
GMAC LLC                     7.00%       12/15/2009      58.28
GMAC LLC                     7.00%        1/15/2010      51.55
GMAC LLC                     7.00%        3/15/2010      63.00
GMAC LLC                     7.00%       10/15/2011      36.38
GMAC LLC                     7.00%        9/15/2012      36.50
GMAC LLC                     7.00%       10/15/2012      23.81
GMAC LLC                     7.00%       11/15/2012      32.00
GMAC LLC                     7.00%       12/15/2012      36.18
GMAC LLC                     7.00%        1/15/2013      30.00
GMAC LLC                     7.00%        2/15/2018      16.00
GMAC LLC                     7.05%       10/15/2009      82.50
GMAC LLC                     7.05%        3/15/2018      20.00
GMAC LLC                     7.10%        9/15/2012      33.50
GMAC LLC                     7.10%        1/15/2013      30.66
GMAC LLC                     7.10%        1/15/2013      30.00
GMAC LLC                     7.13%        8/15/2009      74.58
GMAC LLC                     7.13%        8/15/2012      31.00
GMAC LLC                     7.13%       12/15/2012      26.50
GMAC LLC                     7.15%        8/15/2009      74.00
GMAC LLC                     7.15%        8/15/2010      60.00
GMAC LLC                     7.15%       11/15/2012      30.89
GMAC LLC                     7.20%        8/15/2009      88.37
GMAC LLC                     7.25%       11/15/2009      73.00
GMAC LLC                     7.25%        1/15/2010      57.61
GMAC LLC                     7.25%        8/15/2012      33.75
GMAC LLC                     7.25%       12/15/2012      30.40
GMAC LLC                     7.25%       12/15/2012      33.00
GMAC LLC                     7.38%        4/15/2018      20.00
GMAC LLC                     7.50%       10/15/2012      32.65
GMAC LLC                     7.50%        8/15/2017      23.25
GMAC LLC                     7.50%       11/15/2017      22.20
GMAC LLC                     7.55%        8/15/2010      53.00
GMAC LLC                     7.63%       11/15/2012      25.09
GMAC LLC                     7.70%        8/15/2010      60.00
GMAC LLC                     7.75%       10/15/2012      33.34
GMAC LLC                     7.75%       10/15/2017      17.99
GMAC LLC                     7.85%        8/15/2010      45.50
GMAC LLC                     7.88%       11/15/2012      33.28
GMAC LLC                     8.00%        6/15/2010      53.00
GMAC LLC                     8.00%        6/15/2010      52.00
GMAC LLC                     8.00%        6/15/2010      41.00
GMAC LLC                     8.00%        7/15/2010      67.79
GMAC LLC                     8.00%        7/15/2010      55.00
GMAC LLC                     8.00%        9/15/2010      53.00
GMAC LLC                     8.00%        9/15/2010      50.00
GMAC LLC                     8.05%        4/15/2010      60.00
GMAC LLC                     8.13%        9/15/2009      87.83
GMAC LLC                     8.13%       11/15/2017      20.30
GMAC LLC                     8.20%        7/15/2010      55.03
GMAC LLC                     8.25%        9/15/2012      30.57
GMAC LLC                     8.40%        4/15/2010      67.00
GMAC LLC                     8.40%        8/15/2015      24.57
GMAC LLC                     8.50%        5/15/2010      55.00
GMAC LLC                     8.50%        5/15/2010      58.00
GMAC LLC                     8.50%       10/15/2010      64.02
GMAC LLC                     8.50%       10/15/2010      48.50
GMAC LLC                     8.50%        8/15/2015      28.00
GMAC LLC                     8.65%        8/15/2015      27.56
GMAC LLC                     8.88%         6/1/2010      66.23
GREAT ATLA & PAC             5.13%        6/15/2011      51.50
HAIGHTS CROSS OP            11.75%        8/15/2011      38.63
HANNA (MA) CO                6.52%        2/23/2010      42.00
HARRAHS OPER CO              5.38%       12/15/2013      12.00
HARRAHS OPER CO              5.50%         7/1/2010      34.00
HARRAHS OPER CO              5.63%         6/1/2015      12.00
HARRAHS OPER CO              5.75%        10/1/2017      11.00
HARRAHS OPER CO              6.50%         6/1/2016      12.38
HARRAHS OPER CO              8.00%         2/1/2011      23.83
HARRAHS OPER CO             10.00%       12/15/2015      28.84
HARRAHS OPER CO             10.75%         2/1/2016      15.63
HARRAHS OPER CO             10.75%         2/1/2016      17.50
HARRAHS OPER CO             10.75%         2/1/2018      12.00
HARRY & DAVID OP             9.00%         3/1/2013      15.00
HAWAIIAN TELCOM              9.75%         5/1/2013       4.88
HAWKER BEECHCRAF             8.50%         4/1/2015      24.50
HAWKER BEECHCRAF             9.75%         4/1/2017      18.50
HEADWATERS INC               2.50%         2/1/2014      21.58
HEADWATERS INC               2.88%         6/1/2016      10.00
HERTZ CORP                   6.35%        6/15/2010      69.00
HERTZ CORP                   7.40%         3/1/2011      39.50
HERTZ CORP                   9.00%        11/1/2009      85.00
HEXION US/NOVA               9.75%       11/15/2014      15.50
HILTON HOTELS                7.50%       12/15/2017      22.50
HILTON HOTELS                8.25%        2/15/2011      20.00
HINES NURSERIES             10.25%        10/1/2011      14.50
HOUSEHOLD FIN CO             4.75%        5/15/2009      99.75
HUMAN GENOME                 2.25%       10/15/2011      38.50
HUTCHINSON TECH              3.25%        1/15/2026      27.00
IDEARC INC                   8.00%       11/15/2016       1.50
INCYTE CORP                  3.50%        2/15/2011      48.00
INCYTE CORP LTD              3.50%        2/15/2011      51.06
INN OF THE MOUNT            12.00%       11/15/2010       6.99
INNOPHOS HOLDING             9.50%        4/15/2012      43.88
INTCOMEX INC                11.75%        1/15/2011      33.00
INTERVAL ACQ COR             9.50%         9/1/2016      23.25
INTL LEASE FIN               4.75%         7/1/2009      88.80
INTL LEASE FIN               4.88%         9/1/2010      66.25
INTL LEASE FIN               5.00%        4/15/2010      72.77
INTL LEASE FIN               5.45%        3/24/2011      57.00
ISTAR FINANCIAL              5.13%         4/1/2011      44.00
ISTAR FINANCIAL              5.13%         4/1/2011      46.63
ISTAR FINANCIAL              5.15%         3/1/2012      43.38
ISTAR FINANCIAL              5.38%        4/15/2010      63.25
ISTAR FINANCIAL              5.50%        6/15/2012      33.00
ISTAR FINANCIAL              5.65%        9/15/2011      37.75
ISTAR FINANCIAL              5.70%         3/1/2014      25.00
ISTAR FINANCIAL              5.80%        3/15/2011      42.50
ISTAR FINANCIAL              5.95%       10/15/2013      28.25
ISTAR FINANCIAL              6.00%       12/15/2010      55.00
ISTAR FINANCIAL              6.50%       12/15/2013      27.00
ISTAR FINANCIAL              8.63%         6/1/2013      31.50
JAZZ TECHNOLOGIE             8.00%       12/31/2011      22.25
JEFFERSON SMURFI             7.50%         6/1/2013       6.00
JEFFERSON SMURFI             8.25%        10/1/2012       9.55
K HOVNANIAN ENTR             6.25%        1/15/2015      24.25
K HOVNANIAN ENTR             6.38%       12/15/2014      24.25
K HOVNANIAN ENTR             6.50%        1/15/2014      24.25
K HOVNANIAN ENTR             7.50%        5/15/2016      24.00
K HOVNANIAN ENTR             7.75%        5/15/2013      22.00
K HOVNANIAN ENTR             8.00%         4/1/2012      38.00
K HOVNANIAN ENTR             8.63%        1/15/2017      25.75
K HOVNANIAN ENTR             8.88%         4/1/2012      32.13
KAISER ALUMINUM             12.75%         2/1/2003       6.25
KELLWOOD CO                  7.63%       10/15/2017       5.00
KEMET CORP                   2.25%       11/15/2026       9.00
KEMET CORP                   2.25%       11/15/2026       8.25
KEYSTONE AUTO OP             9.75%        11/1/2013      20.75
KIMBALL HILL INC            10.50%       12/15/2012       0.00
KKR FINANCIAL                7.00%        7/15/2012      28.00
KNIGHT RIDDER                4.63%        11/1/2014      12.00
KNIGHT RIDDER                5.75%         9/1/2017      12.00
KNIGHT RIDDER                6.88%        3/15/2029       7.50
KNIGHT RIDDER                7.13%         6/1/2011      17.50
KNIGHT RIDDER                7.15%        11/1/2027      14.25
KRATON POLYMERS              8.13%        1/15/2014      35.03
LANDAMERICA                  3.13%       11/15/2033      10.00
LANDAMERICA                  3.25%        5/15/2034      14.50
LANDRY'S RESTAUR             9.50%       12/15/2014      97.18
LAZYDAYS RV                 11.75%        5/15/2012       4.90
LEAR CORP                    5.75%         8/1/2014      24.00
LEAR CORP                    8.50%        12/1/2013      23.50
LEAR CORP                    8.75%        12/1/2016      25.20
LECROY CORP                  4.00%       10/15/2026      38.75
LEHMAN BROS HLDG             1.50%        3/23/2012       9.50
LEHMAN BROS HLDG             3.95%       11/10/2009      12.75
LEHMAN BROS HLDG             4.00%        4/16/2019       6.10
LEHMAN BROS HLDG             4.25%        1/27/2010      13.75
LEHMAN BROS HLDG             4.38%       11/30/2010      14.10
LEHMAN BROS HLDG             4.50%        7/26/2010      13.50
LEHMAN BROS HLDG             4.50%         8/3/2011       5.00
LEHMAN BROS HLDG             4.70%         3/6/2013       8.80
LEHMAN BROS HLDG             4.80%        2/27/2013       5.50
LEHMAN BROS HLDG             4.80%        3/13/2014      12.50
LEHMAN BROS HLDG             4.80%        6/24/2023       8.50
LEHMAN BROS HLDG             5.00%        1/14/2011      12.00
LEHMAN BROS HLDG             5.00%        1/22/2013       6.25
LEHMAN BROS HLDG             5.00%        2/11/2013       8.32
LEHMAN BROS HLDG             5.00%        3/27/2013       9.00
LEHMAN BROS HLDG             5.00%         8/5/2015       6.00
LEHMAN BROS HLDG             5.00%       12/18/2015       4.10
LEHMAN BROS HLDG             5.00%        5/28/2023       8.51
LEHMAN BROS HLDG             5.00%        5/30/2023       6.31
LEHMAN BROS HLDG             5.00%        6/10/2023       9.00
LEHMAN BROS HLDG             5.00%        6/17/2023       6.00
LEHMAN BROS HLDG             5.10%        1/28/2013       8.00
LEHMAN BROS HLDG             5.10%        2/15/2020       7.25
LEHMAN BROS HLDG             5.15%         2/4/2015       7.13
LEHMAN BROS HLDG             5.20%        5/13/2020       4.67
LEHMAN BROS HLDG             5.25%         2/6/2012      12.48
LEHMAN BROS HLDG             5.25%        2/11/2015       4.00
LEHMAN BROS HLDG             5.25%         3/8/2020       7.25
LEHMAN BROS HLDG             5.25%        5/20/2023       5.50
LEHMAN BROS HLDG             5.35%        2/25/2018       7.00
LEHMAN BROS HLDG             5.35%        3/13/2020       9.00
LEHMAN BROS HLDG             5.35%        6/14/2030       6.00
LEHMAN BROS HLDG             5.38%         5/6/2023       7.06
LEHMAN BROS HLDG             5.40%         3/6/2020       6.00
LEHMAN BROS HLDG             5.40%        3/20/2020       7.06
LEHMAN BROS HLDG             5.40%        3/30/2029       6.00
LEHMAN BROS HLDG             5.40%        6/21/2030       5.00
LEHMAN BROS HLDG             5.45%        3/15/2025       8.67
LEHMAN BROS HLDG             5.45%         4/6/2029       7.00
LEHMAN BROS HLDG             5.45%        2/22/2030       9.00
LEHMAN BROS HLDG             5.45%        7/19/2030       7.13
LEHMAN BROS HLDG             5.45%        9/20/2030       9.00
LEHMAN BROS HLDG             5.50%         4/4/2016      11.00
LEHMAN BROS HLDG             5.50%         2/4/2018       7.26
LEHMAN BROS HLDG             5.50%        2/19/2018       8.25
LEHMAN BROS HLDG             5.50%        11/4/2018       7.06
LEHMAN BROS HLDG             5.50%        2/27/2020       7.50
LEHMAN BROS HLDG             5.50%        8/19/2020       7.50
LEHMAN BROS HLDG             5.50%        3/14/2023       7.25
LEHMAN BROS HLDG             5.50%         4/8/2023       7.25
LEHMAN BROS HLDG             5.50%        4/15/2023       6.00
LEHMAN BROS HLDG             5.50%        4/23/2023       7.13
LEHMAN BROS HLDG             5.50%         8/5/2023       6.00
LEHMAN BROS HLDG             5.50%        10/7/2023       3.90
LEHMAN BROS HLDG             5.50%        1/27/2029       8.00
LEHMAN BROS HLDG             5.50%         2/3/2029       7.13
LEHMAN BROS HLDG             5.50%         8/2/2030       7.90
LEHMAN BROS HLDG             5.55%        2/11/2018       8.10
LEHMAN BROS HLDG             5.55%         3/9/2029       4.15
LEHMAN BROS HLDG             5.55%        1/25/2030       7.25
LEHMAN BROS HLDG             5.55%        9/27/2030       8.00
LEHMAN BROS HLDG             5.55%       12/31/2034       6.00
LEHMAN BROS HLDG             5.60%        1/22/2018       6.00
LEHMAN BROS HLDG             5.60%        2/17/2029       4.88
LEHMAN BROS HLDG             5.60%        2/24/2029       6.00
LEHMAN BROS HLDG             5.60%         3/2/2029       3.70
LEHMAN BROS HLDG             5.60%        2/25/2030       7.25
LEHMAN BROS HLDG             5.60%         5/3/2030       9.20
LEHMAN BROS HLDG             5.63%        1/24/2013      14.00
LEHMAN BROS HLDG             5.63%        3/15/2030       8.50
LEHMAN BROS HLDG             5.65%       11/23/2029       6.00
LEHMAN BROS HLDG             5.65%        8/16/2030       7.25
LEHMAN BROS HLDG             5.65%       12/31/2034       7.50
LEHMAN BROS HLDG             5.70%        1/28/2018       7.41
LEHMAN BROS HLDG             5.70%        2/10/2029       5.47
LEHMAN BROS HLDG             5.70%        4/13/2029       7.25
LEHMAN BROS HLDG             5.70%         9/7/2029       4.52
LEHMAN BROS HLDG             5.70%       12/14/2029       6.00
LEHMAN BROS HLDG             5.75%        4/25/2011      13.00
LEHMAN BROS HLDG             5.75%        7/18/2011      14.10
LEHMAN BROS HLDG             5.75%        5/17/2013      11.02
LEHMAN BROS HLDG             5.75%         1/3/2017       0.07
LEHMAN BROS HLDG             5.75%        3/27/2023       9.05
LEHMAN BROS HLDG             5.75%        9/16/2023       9.00
LEHMAN BROS HLDG             5.75%       10/15/2023       7.46
LEHMAN BROS HLDG             5.75%       10/21/2023       7.13
LEHMAN BROS HLDG             5.75%       11/12/2023       4.50
LEHMAN BROS HLDG             5.75%       11/25/2023       9.00
LEHMAN BROS HLDG             5.75%       12/16/2028       8.51
LEHMAN BROS HLDG             5.75%       12/23/2028       7.13
LEHMAN BROS HLDG             5.75%        8/24/2029       7.25
LEHMAN BROS HLDG             5.75%        9/14/2029       6.00
LEHMAN BROS HLDG             5.75%       10/12/2029       3.10
LEHMAN BROS HLDG             5.75%        3/29/2030       7.25
LEHMAN BROS HLDG             5.80%         9/3/2020       4.33
LEHMAN BROS HLDG             5.80%       10/25/2030       7.81
LEHMAN BROS HLDG             5.85%        11/8/2030       3.96
LEHMAN BROS HLDG             5.88%       11/15/2017      12.30
LEHMAN BROS HLDG             5.90%         5/4/2029       6.00
LEHMAN BROS HLDG             5.90%         2/7/2031       7.13
LEHMAN BROS HLDG             5.95%       12/20/2030       5.00
LEHMAN BROS HLDG             6.00%        7/19/2012      13.25
LEHMAN BROS HLDG             6.00%        1/22/2020       9.00
LEHMAN BROS HLDG             6.00%        2/12/2020       7.20
LEHMAN BROS HLDG             6.00%        1/29/2021       9.00
LEHMAN BROS HLDG             6.00%       10/23/2028       7.25
LEHMAN BROS HLDG             6.00%       11/18/2028       6.20
LEHMAN BROS HLDG             6.00%        5/11/2029       7.13
LEHMAN BROS HLDG             6.00%        7/20/2029       7.25
LEHMAN BROS HLDG             6.00%        4/30/2034       8.50
LEHMAN BROS HLDG             6.00%        7/30/2034       7.13
LEHMAN BROS HLDG             6.00%        2/21/2036       6.00
LEHMAN BROS HLDG             6.00%        2/24/2036       7.25
LEHMAN BROS HLDG             6.00%        2/12/2037       7.25
LEHMAN BROS HLDG             6.05%        6/29/2029       1.12
LEHMAN BROS HLDG             6.10%        8/12/2023       6.00
LEHMAN BROS HLDG             6.15%        4/11/2031       6.00
LEHMAN BROS HLDG             6.20%        9/26/2014      12.00
LEHMAN BROS HLDG             6.20%        6/15/2027       7.25
LEHMAN BROS HLDG             6.20%        5/25/2029       7.13
LEHMAN BROS HLDG             6.25%         2/5/2021       4.02
LEHMAN BROS HLDG             6.25%        2/22/2023       7.00
LEHMAN BROS HLDG             6.30%        3/27/2037       8.25
LEHMAN BROS HLDG             6.40%       10/11/2022       8.25
LEHMAN BROS HLDG             6.50%        2/28/2023       8.50
LEHMAN BROS HLDG             6.50%         3/6/2023       8.50
LEHMAN BROS HLDG             6.50%       10/18/2027       9.00
LEHMAN BROS HLDG             6.50%       10/25/2027       7.25
LEHMAN BROS HLDG             6.50%        1/17/2033       7.50
LEHMAN BROS HLDG             6.50%       12/22/2036       6.00
LEHMAN BROS HLDG             6.50%        2/13/2037       7.00
LEHMAN BROS HLDG             6.50%        6/21/2037       7.25
LEHMAN BROS HLDG             6.50%        7/13/2037       8.06
LEHMAN BROS HLDG             6.60%        10/3/2022       8.01
LEHMAN BROS HLDG             6.63%        1/18/2012      14.00
LEHMAN BROS HLDG             6.63%        7/27/2027      12.50
LEHMAN BROS HLDG             6.75%         7/1/2022       6.00
LEHMAN BROS HLDG             6.75%       11/22/2027       9.00
LEHMAN BROS HLDG             6.75%        3/11/2033       8.71
LEHMAN BROS HLDG             6.75%       10/26/2037       3.68
LEHMAN BROS HLDG             6.80%         9/7/2032       6.38
LEHMAN BROS HLDG             6.85%        8/16/2032       8.25
LEHMAN BROS HLDG             6.85%        8/23/2032       7.25
LEHMAN BROS HLDG             6.88%         5/2/2018      14.75
LEHMAN BROS HLDG             6.88%        7/17/2037       0.00
LEHMAN BROS HLDG             6.90%         9/1/2032       5.00
LEHMAN BROS HLDG             7.00%        5/12/2023       7.50
LEHMAN BROS HLDG             7.00%        9/27/2027      14.00
LEHMAN BROS HLDG             7.00%        10/4/2032       7.50
LEHMAN BROS HLDG             7.00%        7/27/2037       9.10
LEHMAN BROS HLDG             7.00%        9/28/2037      11.00
LEHMAN BROS HLDG             7.00%       11/16/2037       6.60
LEHMAN BROS HLDG             7.00%       12/28/2037       8.09
LEHMAN BROS HLDG             7.00%        1/31/2038       4.00
LEHMAN BROS HLDG             7.00%         2/1/2038       7.75
LEHMAN BROS HLDG             7.00%         2/7/2038      10.13
LEHMAN BROS HLDG             7.00%         2/8/2038       3.00
LEHMAN BROS HLDG             7.00%        4/22/2038       7.00
LEHMAN BROS HLDG             7.05%        2/27/2038       9.00
LEHMAN BROS HLDG             7.10%        3/25/2038       4.00
LEHMAN BROS HLDG             7.25%        2/27/2038       6.00
LEHMAN BROS HLDG             7.25%        4/29/2038       9.00
LEHMAN BROS HLDG             7.35%         5/6/2038       9.00
LEHMAN BROS HLDG             7.73%       10/15/2023       9.10
LEHMAN BROS HLDG             7.88%        8/15/2010      11.75
LEHMAN BROS HLDG             8.05%        1/15/2019       8.06
LEHMAN BROS HLDG             8.50%         8/1/2015       5.65
LEHMAN BROS HLDG             8.50%        6/15/2022       8.09
LEHMAN BROS HLDG             8.80%         3/1/2015      12.00
LEHMAN BROS HLDG             8.92%        2/16/2017      10.00
LEHMAN BROS HLDG             9.50%       12/28/2022       6.00
LEHMAN BROS HLDG             9.50%        1/30/2023       3.25
LEHMAN BROS HLDG             9.50%        2/27/2023       9.00
LEHMAN BROS HLDG            10.00%        3/13/2023       6.00
LEHMAN BROS HLDG            10.38%        5/24/2024       6.16
LEHMAN BROS HLDG            11.00%       10/25/2017       5.00
LEHMAN BROS HLDG            11.00%        6/22/2022       7.75
LEHMAN BROS HLDG            11.50%        9/26/2022       6.60
LEHMAN BROS HLDG            12.12%        9/11/2009       8.63
LEVEL 3 COMM INC            10.00%         5/1/2011      71.16
LIFECARE HOLDING             9.25%        8/15/2013      42.00
LITHIA MOTORS                2.88%         5/1/2014      91.00
LOCAL INSIGHT               11.00%        12/1/2017      21.13
M/I HOMES INC                6.88%         4/1/2012      53.00
MAGMA DESIGN                 2.00%        5/15/2010      62.50
MAGNA ENTERTAINM             8.55%        6/15/2010      14.05
MAJESTIC STAR                9.50%       10/15/2010      25.06
MAJESTIC STAR                9.75%        1/15/2011       3.00
MANDALAY RESORT              6.38%       12/15/2011      36.50
MANDALAY RESORT              6.50%        7/31/2009      70.00
MANDALAY RESORTS             9.38%        2/15/2010      27.99
MASHANTUCKET PEQ             8.50%       11/15/2015      23.75
MASONITE CORP               11.00%         4/6/2015       2.50
MERCER INTL INC              9.25%        2/15/2013      30.25
MERISANT CO                  9.50%        7/15/2013       4.19
MERIX CORP                   4.00%        5/15/2013      24.50
MERRILL LYNCH               12.00%        3/26/2010      20.30
METALDYNE CORP              11.00%        6/15/2012      11.29
MGM MIRAGE                   6.00%        10/1/2009      56.00
MGM MIRAGE                   6.75%         9/1/2012      38.94
MGM MIRAGE                   6.75%         4/1/2013      24.38
MGM MIRAGE                   6.75%         4/1/2013      37.00
MGM MIRAGE                   8.38%         2/1/2011      16.00
MGM MIRAGE                   8.50%        9/15/2010      45.50
MICHAELS STORES             11.38%        11/1/2016      32.00
MILACRON ESCROW             11.50%        5/15/2011      20.50
MILLENNIUM AMER              7.63%       11/15/2026       2.00
MOHEGAN TRIBAL               6.38%        7/15/2009      79.50
MOHEGAN TRIBAL               6.88%        2/15/2015      22.00
MOHEGAN TRIBAL               7.13%        8/15/2014      25.00
MOHEGAN TRIBAL               7.13%        8/15/2014      29.88
MOHEGAN TRIBAL               8.00%         4/1/2012      25.50
MOHEGAN TRIBAL               8.38%         7/1/2011      40.50
MOMENTIVE PERFOR             9.75%        12/1/2014      25.25
MOMENTIVE PERFOR            11.50%        12/1/2016      13.25
MORRIS PUBLISH               7.00%         8/1/2013       6.00
MRS FIELDS                  10.00%       10/24/2014      25.00
MTR GAMING GROUP             9.75%         4/1/2010      71.38
NATL FINANCIAL               0.75%         2/1/2012      34.44
NCI BLDG SYSTEMS             2.13%       11/15/2024      64.63
NCO GROUP INC               11.88%       11/15/2014      10.00
NEENAH FOUNDRY               9.50%         1/1/2017      26.50
NEFF CORP                   10.00%         6/1/2015      20.13
NEIMAN MARCUS               10.38%       10/15/2015      31.50
NELNET INC                   5.13%         6/1/2010      64.50
NETWORK COMMUNIC            10.75%        12/1/2013      15.00
NEW PLAN EXCEL               7.50%        7/30/2029      15.00
NEW PLAN REALTY              6.90%        2/15/2028       9.00
NEW PLAN REALTY              6.90%        2/15/2028      10.33
NEW PLAN REALTY              7.65%        11/2/2026      19.00
NEW PLAN REALTY              7.97%        8/14/2026      17.00
NEWARK GROUP INC             9.75%        3/15/2014      15.00
NEWPAGE CORP                10.00%         5/1/2012      27.75
NEWPAGE CORP                12.00%         5/1/2013      15.00
NORTEK INC                   8.50%         9/1/2014      13.50
NORTEK INC                  10.00%        12/1/2013      36.75
NORTH ATL TRADNG             9.25%         3/1/2012      19.50
NORTHERN TEL CAP             7.88%        6/15/2026      10.75
NTK HOLDINGS INC             0.00%         3/1/2014      14.00
NUVEEN INVEST                5.00%        9/15/2010      53.63
NUVEEN INVEST                5.50%        9/15/2015      19.00
NUVEEN INVESTM              10.50%       11/15/2015      22.75
OLD EVANGELINE              13.00%         3/1/2010      76.25
OSI RESTAURANT              10.00%        6/15/2015      30.13
OUTBOARD MARINE              9.13%        4/15/2017       3.00
PALM HARBOR                  3.25%        5/15/2024      19.00
PANOLAM INDUSTRI            10.75%        10/1/2013      10.00
PARK PLACE ENT               7.50%         9/1/2009      60.25
PARK PLACE ENT               7.88%        3/15/2010      34.50
PARK PLACE ENT               8.13%        5/15/2011      27.88
PEGASUS SOLUTION            10.50%        4/15/2015      24.63
PENHALL INTL                12.00%         8/1/2014      36.00
PERKINS & MARIE             14.00%        5/31/2013      45.75
PHH CORP                     7.13%         3/1/2013      41.56
PILGRIMS PRIDE               9.25%       11/15/2013      20.25
PLIANT CORP                 11.63%        6/15/2009      40.38
PLY GEM INDS                 9.00%        2/15/2012      35.50
PLY GEM INDS                11.75%        6/15/2013      44.50
POLYONE CORP                 8.88%         5/1/2012      42.10
POPE & TALBOT                8.38%         6/1/2013       0.60
POWERWAVE TECH               1.88%       11/15/2024      21.00
POWERWAVE TECH               3.88%        10/1/2027      17.00
PREGIS CORP                 12.38%       10/15/2013      38.88
PRIMUS TELECOM               3.75%        9/15/2010       3.88
PRIMUS TELECOM               8.00%        1/15/2014       7.00
PRIMUS TELECOMM             14.25%        5/20/2011      34.25
QUALITY DISTRIBU             9.00%       11/15/2010      39.00
QUANTUM CORP                 4.38%         8/1/2010      45.50
RADIAN GROUP                 7.75%         6/1/2011      39.18
RADIO ONE INC                6.38%        2/15/2013      18.00
RADIO ONE INC                8.88%         7/1/2011      32.00
RAFAELLA APPAREL            11.25%        6/15/2011      14.00
RATHGIBSON INC              11.25%        2/15/2014      18.88
RAYOVAC CORP                 8.50%        10/1/2013      27.06
READER'S DIGEST              9.00%        2/15/2017      10.13
REAL MEX RESTAUR            10.00%         4/1/2010      75.25
REALOGY CORP                10.50%        4/15/2014      24.00
REALOGY CORP                12.38%        4/15/2015      12.63
REALOGY CORP                12.38%        4/15/2015      13.25
RENTECH INC                  4.00%        4/15/2013      18.70
RESIDENTIAL CAP              8.00%        2/22/2011      39.00
RESIDENTIAL CAP              8.50%         6/1/2012      16.93
RESIDENTIAL CAP              8.50%        4/17/2013      14.10
RESIDENTIAL CAP              8.38%        6/30/2010      47.00
RESTAURANT CO               10.00%        10/1/2013      40.38
RH DONNELLEY                 6.88%        1/15/2013       6.00
RH DONNELLEY                 6.88%        1/15/2013       6.50
RH DONNELLEY                 6.88%        1/15/2013       8.00
RH DONNELLEY                 8.88%        1/15/2016       6.50
RH DONNELLEY                 8.88%       10/15/2017       7.50
RH DONNELLEY INC            11.75%        5/15/2015      14.96
RITE AID CORP                6.88%        8/15/2013      18.16
RITE AID CORP                6.88%       12/15/2028      10.13
RITE AID CORP                7.70%        2/15/2027      14.04
RITE AID CORP                8.13%         5/1/2010      20.00
RITE AID CORP                8.50%        5/15/2015      32.36
RITE AID CORP                8.63%         3/1/2015      21.50
RITE AID CORP                9.38%       12/15/2015      22.50
RITE AID CORP                9.50%        6/15/2017      22.00
RIVER ROCK ENT               9.75%        11/1/2011      51.00
RJ TOWER CORP               12.00%         6/1/2013       1.00
ROUSE CO LP/TRC              6.75%         5/1/2013      25.75
ROUSE COMPANY                5.38%       11/26/2013      26.25
ROUSE COMPANY                7.20%        9/15/2012      26.25
SABRE HOLDINGS               7.35%         8/1/2011      37.50
SALEM COMM HLDG              7.75%       12/15/2010      36.25
SBARRO INC                  10.38%         2/1/2015      28.75
SEQUA CORP                  11.75%        12/1/2015      14.13
SERVICEMASTER CO             7.10%         3/1/2018      19.80
SIMMONS CO                   7.88%        1/15/2014      14.00
SINCLAIR BROAD               3.00%        5/15/2027      57.38
SINCLAIR BROAD               6.00%        9/15/2012      29.00
SIRIUS SATELLITE             3.25%       10/15/2011      40.00
SIRIUS SATELLITE             9.63%         8/1/2013      39.00
SIX FLAGS INC                4.50%        5/15/2015      15.25
SIX FLAGS INC                9.63%         6/1/2014      10.00
SIX FLAGS INC                9.75%        4/15/2013       8.00
SMURFIT-STONE                8.00%        3/15/2017      10.06
SNOQUALMIE                   9.13%         2/1/2015      23.50
SONIC AUTOMOTIVE             5.25%         5/7/2009      51.00
SONIC AUTOMOTIVE             8.63%        8/15/2013      27.50
SPACEHAB INC                 5.50%       10/15/2010      51.10
SPECTRUM BRANDS              7.38%         2/1/2015      24.75
SPECTRUM BRANDS             12.50%        10/2/2013      23.00
SPHERIS INC                 11.00%       12/15/2012      31.50
STALLION OILFIEL             9.75%         2/1/2015       6.75
STANDARD MTR                 6.75%        7/15/2009      72.75
STANDRD PAC CORP             5.13%         4/1/2009      99.50
STANLEY-MARTIN               9.75%        8/15/2015      30.00
STATION CASINOS              6.00%         4/1/2012      24.50
STATION CASINOS              6.50%         2/1/2014       4.00
STATION CASINOS              6.63%        3/15/2018       5.25
STATION CASINOS              6.88%         3/1/2016       3.10
STONE CONTAINER              8.38%         7/1/2012       8.50
STRATEGIC HOTEL              3.50%         4/1/2012      35.20
SWIFT TRANS CO              12.50%        5/15/2017      14.96
TEKNI-PLEX INC              12.75%        6/15/2010      73.50
TENNECO AUTOMOT              8.63%       11/15/2014      14.00
TENNECO INC                  8.13%       11/15/2015      19.50
TETON ENERGY COR            10.75%        6/18/2013      36.05
THORNBURG MTG                8.00%        5/15/2013       5.19
THORNBURG MTGE              12.00%        3/31/2015      29.25
TIMES MIRROR CO              6.61%        9/15/2027       2.50
TIMES MIRROR CO              7.25%         3/1/2013       2.00
TIMES MIRROR CO              7.25%       11/15/2096       3.00
TIMES MIRROR CO              7.50%         7/1/2023       3.01
TOUSA INC                    9.00%         7/1/2010       2.00
TOYS R US                    7.63%         8/1/2011      39.00
TOYS R US                    7.88%        4/15/2013      31.70
TOYS R US DEL                8.75%         9/1/2021      15.00
TRANS-LUX CORP               8.25%         3/1/2012      35.20
TRANSMERIDIAN EX            12.00%       12/15/2010       6.50
TRAVELPORT LLC              11.88%         9/1/2016      30.50
TRIAD ACQUIS                11.13%         5/1/2013      46.13
TRIBUNE CO                   4.88%        8/15/2010       4.63
TRIBUNE CO                   5.25%        8/15/2015       2.00
TRIBUNE CO                   5.67%        12/8/2008       3.13
TRICO MARINE                 3.00%        1/15/2027      14.00
TRICO MARINE SER             6.50%        5/15/2028      30.00
TRIMAS CORP                  9.88%        6/15/2012      49.00
TRONOX WORLDWIDE             9.50%        12/1/2012      13.00
TRUE TEMPER                  8.38%        9/15/2011      33.00
TRUMP ENTERTNMNT             8.50%         6/1/2015       6.00
TUBE CITY IMS                9.75%         2/1/2015      14.50
UAL CORP                     4.50%        6/30/2021      35.50
UAL CORP                     5.00%         2/1/2021      41.00
UNISYS CORP                  6.88%        3/15/2010      41.88
UNISYS CORP                  8.00%       10/15/2012      21.00
UNISYS CORP                  8.50%       10/15/2015      24.30
UNISYS CORP                 12.50%        1/15/2016      25.50
UNITED COMPONENT             9.38%        6/15/2013      39.50
UNIV CITY FL HLD             8.38%         5/1/2010      24.94
UNIVISION COMM               7.85%        7/15/2011      57.50
US CONCRETE INC              8.38%         4/1/2014      37.00
US LEASING INTL              6.00%         9/6/2011      12.52
USFREIGHTWAYS                8.50%        4/15/2010      57.00
VENOCO INC                   8.75%       12/15/2011      52.50
VERASUN ENERGY               9.38%         6/1/2017      10.10
VERENIUM CORP                5.50%         4/1/2027      25.50
VERSO PAPER                  9.13%         8/1/2014      26.96
VERSO PAPER                 11.38%         8/1/2016      18.00
VIASYSTEMS INC              10.50%        1/15/2011      65.00
VICORP RESTAURNT            10.50%        4/15/2011       3.00
VISTEON CORP                 7.00%        3/10/2014       6.89
VISTEON CORP                12.25%       12/31/2016       4.63
VITESSE SEMICOND             1.50%        10/1/2024      50.03
VOUGHT AIRCRAFT              8.00%        7/15/2011      48.94
WASH MUT BANK FA             5.65%        8/15/2014       0.01
WASH MUT BANK FA             6.88%        6/15/2011       0.00
WASH MUT BANK NV             5.50%        1/15/2013       1.00
WASH MUT BANK NV             5.55%        6/16/2010      24.00
WASH MUTUAL INC              8.25%         4/1/2010      66.25
WCI COMMUNITIES              4.00%         8/5/2023       2.10
WCI COMMUNITIES              6.63%        3/15/2015       2.00
WILLIAM LYONS                7.50%        2/15/2014      12.00
WILLIAM LYONS                7.63%       12/15/2012      13.38
WILLIAM LYONS               10.75%         4/1/2013      16.25
WIMAR OP LLC/FIN             9.63%       12/15/2014       1.76
XM SATELLITE                10.00%       12/31/2009      38.00
XM SATELLITE                13.00%         8/1/2013      44.50



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***