TCR_Public/090325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 25, 2009, Vol. 13, No. 83

                            Headlines


ABITIBIBOWATER INC: Liquidity Crisis to Cue Going Concern Doubt
ABITIBIBOWATER INC: Gets NYSE Notice After Annual Report Delay
ADVANCE MICRO: In Breach of 2001 Patent Deal, Intel Says
AGRIPROCESSORS INC: Nets 3 Bidders; But Offers Way Below $20-Mil.
AL BASKIN: Returns to Ch. 11, To Sell Mark Shale Stores in Chicago

ALERIS INTERNATIONAL: S&P Retains 'D' Rating on Senior Loan
AMACORE GROUP: Eliminates Certain Series of Preferred Shares
AMACORE GROUP: Sells 400 Preferred Shares to Vicis for $4 Million
AMERICAN INT'L: Employees Not Returning Bonuses to Be Identified
ASPEN DEVELOPMENT: Voluntary Chapter 11 Case Summary

ATMOS ENERGY: Moody's Reviews Ba1 Multiple Seniority Shelf
AUBURN MULTI-FAMILY: Voluntary Chapter 11 Case Summary
BALDOR ELECTRIC: Bank Deal Amendment Won't Move Moody's B1 Rating
BANK OF AMERICA: Two "Best-Known" Merrill Lynch Analysts to Leave
BI-LO LLC: General Electric Capital to Provide DIP Financing

BI-LO LLC: Taps Nelson Mullins as Co-Counsel & Corporate Counsel
BI-LO LLC: Seeks to Access Cash Collateral of GE Business and BNY
BRIAN DAVID HUGHES: Voluntary Chapter 11 Case Summary
BUFFALO RUN: Voluntary Chapter 11 Case Summary
CELL THERAPEUTICS: Faces Liquidity Crisis Despite JV Sale

CELL THERAPEUTICS: Sells 50% Stake Zevalin Venture for $16.5MM
CMP SUSQUEHANNA: Moody's Downgrades Corp. Family Rating to 'Caa3'
CONSECO INC: Director Shannon Will Not Seek Re-Election to Board
COUNTRY COACH: To Resume Operations, To Rehire 100 Fired Employees
DAYTON SUPERIOR: Maturity Date of Loan Pacts Moved to April 9

DEI HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
DOLLAR THRIFTY: Reduces Excess Borrowing Capacity
DELPHI CORP: Court Moves Hearing on GM Arrangements to April 2
DELPHI CORP: Court Junks Remaining Claims Vs. State Street
DRUG FAIR: Signs $54-Mil. Deal for Sale of 32 Stores to Walgreen

DRUG FAIR: DIP Lenders, Walgreen Require Sale By Early April
DRUG FAIR GROUP: List of 23 Outlets That Will Be Closed
DRUG FAIR: Court OKs Access to $20 Million DIP Facility from BofA
DRUG FAIR: Wins Interim Approval for Closing Sales for 23 Stores
DRUG FAIR: Can Hire Epiq Bankruptcy as Notice and Claims Agent

FAIRPOINT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'B'
FATIMA ENTERPRISES: Voluntary Chapter 11 Case Summary
FIBERVISIONS DELAWARE: S&P Affirms 'B' Corporate Credit Rating
FIRST METALS: Wins Extension for Proposal Under BIA in Canada
FLEETWOOD ENTERPRISES: Kurtzman Carson Approved as Claims Agent

FLEETWOOD ENTERPRISES: Section 341(a) Meeting Set for May 27
FOOTHILLS RESOURCES: Taps Cole Schotz as Delaware Counsel
FORD MOTOR: CEO Takes 30% Pay Cut, Directors Waive Cash Pay
FORD MOTOR: S&P Says Debt Exchanges Won't Affect its 'CC' Rating
FREMONT GENERAL: Plan Filing Period Extended to April 10

FRONTIER COMMUNICATIONS: Moody's Keeps 'Ba2' Corp. Family Rating
GENERAL GROWTH: Rouse Unit Extends Exchange Offer to March 27
GENERAL MOTORS: Still Trying to Convince Bondholders on Debt Swap
GRAY TELEVISION: S&P Puts 'B-' Corporate Rating on Negative Watch
GREENBRIER HOTEL: Court Sets May 13 As General Claims Bar Date

GREENBRIER HOTEL: Court Approves KCC as Claims and Noticing Agent
GREENBRIER HOTEL: Court OKs Non-Appointment of Creditors Committee
HERBST GAMING: Section 341(a) Meeting Scheduled for April 27
HERBST GAMING: Proposes XRoads Case as Claims and Noticing Agent
HERBST GAMING: Wants to Access Lenders' Cash Collateral

INDALEX HOLDINGS: Blames Demise on Housing Market Collapse
INDALEX HOLDINGS: Epiq Bankruptcy Approved as Claims Agent
INDALEX HOLDINGS: Gets OK for Cash Collateral, 1st Day Motions
INDEPENDENCE COUNTY: S&P Retains Developing Watch on 'B-' Rating
INDEVUS PHARMA: FDA to Decide on Nebido Drug on September 2

INTERTAPE POLYMER: S&P Puts 'B' Rating on Negative CreditWatch
INVESTMENT REALTY: Files for Chapter 11 Bankruptcy Protection
JAMIE VERGARA: Sec. 341(a) Meeting of Creditors Set for April 6
JEFFERSON COUNTY: Commissioners Urge Chapter 9 Filing
LAND RESOURCE: Wins Nod to Convert Cases to Chapter 7 Liquidation

LAND RESOURCE: Maturity Date of $25.2M DIP Agreement Extended
LAS VEGAS SANDS: Bradley Stone Resigns as Executive Vice Pres.
LIN TELEVISION: S&P Withdraws 'B-' Issue-Level Ratings
LIN TV CORP: S&P Withdraws 'B-' Corporate Credit Rating
LPATH INC: Looking for New R&D SVP After Bender Termination

MARYLAND ECONOMIC: Moody's Affirms 'Ba3' Rating on 2002 Bonds
MGM MIRAGE: Fitch Cuts Rating to 'C' on CityCenter Lawsuit
MMC PRECISION: Files for Chapter 11 Bankruptcy Protection
MORTON INDUSTRIAL: Has Secured Lenders' Support for Ch. 11 Process
MORTON INDUSTRIAL: Case Summary & 17 Largest Unsecured Creditors

N. AMERICAN SCIENTIFIC: Reports $2.6 Million Net Loss for Q1 2009
N. AMERICAN WIRE: Voluntary Chapter 11 Case Summary
NEW YORK TIMES: To Sell Times Daily to Tennessee Valley Printing
NORTHEAST BIOFUELS: To Hold Auction for Ethanol Plant on April 27
ORLEANS HOMEBUILDERS: Pens Employment Agreement with COO Vasey

PARENT CO: Unsecured Creditors Settle with Lender D.E. Shaw
PEGASUS SOLUTIONS: Moody's Withdraws Ratings on Business Reasons
PEREGRINE SYSTEMS: Court Snubs Former Shareholders' Fraud Lawsuit
PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding
PRODIGY HEALTH: Moody's Affirms 'B2' Corporate Family Rating

PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding
PURADYN FILTER: Increases Authorized Shares to 50,000,000
REDDY ICE: Says Execs Established Pre-arranged Stock Trading Plans
ROBIN ASSOCIATES: Voluntary Chapter 11 Case Summary
SEARS HOLDINGS: Moody's Downgrades Corp. Family Rating to 'Ba2'

SEMGROUP ENERGY: Lenders Extend Forbearance Until April 8
SEMGROUP ENERGY: General Partner Raises Going Concern Doubt
SHAWN CHARLES ROTEN: Voluntary Chapter 11 Case Summary
SIMTROL INC: Receives Grant to Use ACIS Technology
SOLOMON TECHNOLOGIES: Issues 23MM Shares to 4 Debenture Holders

SPANSION INC: Posts $468MM 4th Quarter Net Sales; To Sell Assets
SPECTRUM BRANDS: Disclosure Statement Hearing Moved to April 14
SPECTRUM BRANDS: Seeks March 27 Extension of Schedules Filing
SPECTRUM BRANDS: Gets Green-Light to Employ Skadden as Counsel
SPECTRUM BRANDS: Gets Go-Signal to Employ W. Kingman as Co-counsel

SPORTSMAN'S WAREHOUSE: To Close 6 of 29 Remaining Stores
STANFORD GROUP: James Davis Cooperating in Fraud Probe
STAR TRIBUNE: Files Schedules of Assets and Liabilities
STRASBURG-JARVIS: Voluntary Chapter 11 Case Summary
SUNRISE SENIOR: Completes Sale of Greystone Subsidiaries

SUNRISE SENIOR: Continues Gen. Counsel John Gaul's Engagement
SUNRISE SENIOR: Pens 11th Amendment to BofA Credit Facility
TALLYGENICOM LP: Printronix Named Winning Bidder for U.S. Assets
TALLYGENICOM LP: Unit Liquidator's Ch 15 Filing Fails to Stop Sale
TELEPLUS WORLD: Files Schedules of Assets and Liabilities

THORNBURG MORTGAGE: Fitch Cuts Issuer Default Rating to 'RD'
TRANSMERIDIAN EXPLORATION: Files Schedules of Assets and Debts
TRANSMERIDIAN EXPLORATION: Taps Wauson * Probus as Attorneys
TRUMP ENT: Can Use Prepetition Lenders' Cash Collateral to June 17
TRUMP ENTERTAINMENT: Section 341(a) Meeting Set for April 8

UNEQ INC.: Voluntary Chapter 11 Case Summary
UNIVERSAL ENERGY: Says 4th Quarter 2008 Production Up
US ACQUISITIONS: List of 30 Largest Unsecured Creditors
UTAH 7000: Unable to Get Exit Financing; To Auction Assets
VERSO TECHNOLOGIES: Committee Files $20-Mil. Suit vs. Former Execs

WAVE SYSTEMS: Reports $20,549,000 Net Loss in 2008
WAVE SYSTEMS: Sells 785,000 Class A Shares for $431,000
WELLCARE HEALTH: S&P Corrects Rating on $160 Mil. Loan to 'B-'
WENDY'S INTERNATIONAL: Moody's Assigns 'B1' Corp. Family Rating
WESTMORELAND COAL: Reports $49.9 Million Net Loss for 2008

WHITEHALL JEWELERS: Wants to Use Cash Collateral Until June 30
WINTERLAND CONCESSIONS: 7th Circuit Junks Suit Over Acquisition
WL HOMES: Wachovia Files Suit to Recover $10.5M Loan Payment
ZEBULON WAY: Voluntary Chapter 11 Case Summary

* Glenn Bernabeo Joins Phoenix Capital Resources as Director
* Steven Panagos Joins Moelis & Company as Managing Director

* Upcoming Meetings, Conferences and Seminars


                            *********


ABITIBIBOWATER INC: Liquidity Crisis to Cue Going Concern Doubt
---------------------------------------------------------------
AbitibiBowater Inc. relates that as a result of the severely
constrained liquidity at its Bowater and Abitibi units, the
consolidated financial statements to be filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 2008,
are expected to contain disclosures stating that there is
substantial doubt as to the ability of AbitibiBowater, as well as
Bowater and Abitibi, to continue as a going concern.

To the extent AbitibiBowater's audited consolidated financial
statements for the year ended December 31, 2008 contain a "going
concern" audit opinion, then the lender under Abitibi's
securitization program will have the right, after applicable
notice periods, to terminate the securitization program.  Any such
termination of the Abitibi securitization program would further
impact Abitibi's already extremely limited liquidity position and,
if not replaced with a securitization facility of similar size
with similar terms, Abitibi could be forced to seek bankruptcy
protection, or be forced into a bankruptcy proceeding under
Canada's Companies' Creditors Arrangement Act, notwithstanding its
recapitalization plans.

Further, if Bowater is unsuccessful in immediately addressing its
liquidity situation or completing its refinancing plans, Bowater
also may be compelled to seek bankruptcy protection, or be forced
into a bankruptcy proceeding, under the U.S. Bankruptcy Code.

Although there are no cross-defaults or cross-acceleration
provisions under Bowater's obligations in the event of a default
or acceleration under Abitibi's obligations, any of the
developments with respect to Abitibi could significantly and
adversely impact Bowater through tightening trade credit and
negative customer reaction, among other results, all of which
would put additional operational and financial pressure on
Bowater.

                    Bowater's Refinancing Plan

On February 9, 2009, Bowater Finance II LLC, an indirect wholly
owned subsidiary of AbitibiBowater Inc., commenced (i) private
exchange offers with respect to six series of outstanding debt
securities issued by either Bowater Incorporated, a wholly owned
subsidiary of the Company, or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, (ii) a consent solicitation
to effect certain amendments to the indentures governing the
Bowater Notes, and (iii) a concurrent private offering of new
15.5% First Lien Notes due November 15, 2011 to holders of Bowater
Notes who tender notes in the Exchange Offers.

The Exchange Offers, consent solicitation and Concurrent Notes
Offering are all being made pursuant to a confidential offering
circular dated February 9, 2009.  On March 16, BowFin issued a
supplement to the Offering Circular, which was distributed solely
to eligible holders of Bowater Notes.

                    ACI's Recapitalization Plan

On March 13, 2009, Abitibi-Consolidated Inc., announced a
comprehensive recapitalization plan that is intended to reduce
Abitibi's debt burden and enhance its liquidity.  Among other
benefits, management expects the recapitalization plan will reduce
Abitibi's net debt by $2.4 billion, lower its annual interest
expense by $162 million and raise $350 million through the
issuance of new notes of Abitibi and common stock and warrants of
AbitibiBowater.  The share and warrant issuance by AbitibiBowater
is expected, on a fully-diluted basis, to exceed 90% of
AbitibiBowater's currently outstanding common stock.  As a result,
the issuance would normally require approval of AbitibiBowater's
stockholders according to listing requirements of the New York
Stock Exchange.  However, pursuant to an exception provided by the
NYSE, the Board of Directors and Audit Committee of AbitibiBowater
determined that the delay associated with such a stockholder vote
would seriously jeopardize AbitibiBowater's financial viability
and thus AbitibiBowater has determined not to seek shareholder
approval in this instance.

In connection with Abitibi's recapitalization plan, an interim
court order has been issued by the Commercial Division of the
Superior Court of Quebec in Montreal pursuant to the Canada
Business Corporations Act and meetings of noteholders and lenders
impacted by the recapitalization plan have been called for April
30, 2009 in Montreal.  Among other approval requirements that may
be required, the recapitalization plan will be subject to a final
order from the Superior Court of Quebec in Montreal.  In the event
such approval is not received or if it is determined prior to the
receipt of such approval that Abitibi does not have sufficient
liquidity to continue as a going concern, Abitibi may be compelled
to seek protection under or be forced into a proceeding under
Canada's Companies' Creditors Arrangement Act.

                         Liquidity Crunch

According to the Company, the deterioration in business conditions
has caused Bowater's management to conclude that, although it
currently anticipates slightly positive cash flow through the end
of 2009, even if the Concurrent Notes Offering, the Additional
Financing Transaction and the amendments to the bank credit
facilities are consummated, there is increased risk that Bowater
may not have sufficient liquidity to support its operations over
the next 12 months.

As of December 31, 2008, AbitibiBowater had cash-on-hand of
approximately $192 million (including approximately $42 million at
Bowater, approximately $133 million at Abitibi and approximately
$17 million at Donohue Corp.).  Additionally, at December 31,
2008, Bowater had $59 million of availability under its U.S. and
Canadian bank credit facilities.  As a result of an approximate
$65 million decrease in availability under Bowater's U.S. bank
credit facility resulting from a reduction in the borrowing base
calculation (due principally to declines in accounts receivable
and inventory during December 2008 and significant scheduled
commitment reductions), Bowater was in an "overadvanced" position
by approximately $51 million in early February 2009.  On February
5, 2009, Bowater repaid the overadvance, leaving $10 million
unused under its bank credit facilities and minimum levels of
cash-on-hand.

To augment Bowater's liquidity in light of the reduction in
availability under the bank credit facilities, Bowater Canadian
Forest Products Inc., a subsidiary of Bowater, received an advance
in the amount of $12 million from Fairfax Financial Holdings
Limited and its subsidiaries.  Bowater expects to repay this
advance by March 31, 2009.  During January, February and early
March of 2009, Abitibi experienced a considerable decrease in
liquidity due to a significant interest payment, lower advances
from its accounts receivable securitization program due to lower
sales activity as a result of current industry and global economic
conditions, a significant reduction in the maximum commitment
under the securitization program, as discussed below, and a $7
million waiver fee it paid in February 2009 in connection with a
waiver and amendment to the securitization program. Consequently,
the liquidity of both Abitibi and Bowater is currently severely
constrained.

As of December 31, 2008, the Company had in excess of $1 billion
of maturities and repayment obligations that come due before the
end of August 2009 and significant maturities that come due in
2010 and beyond:

   -- Bowater's Canadian bank credit facility is scheduled to
      mature in June 2009;

   -- Bowater has:

      * approximately $248 million outstanding aggregate principal
        amount of 9.00% Debentures that mature August 1, 2009; and

      * approximately $234 million outstanding aggregate principal
        amount of Floating Rate Senior Notes that mature March 15,
        2010.

   -- Abitibi has:

      * a $347 million term loan due March 30, 2009 that has not
        been refinanced;

      * a $201 million outstanding as of February 27, 2009 under
        an accounts receivable securitization program that is
        scheduled to terminate in July 2009, but may be terminated
        earlier if the Company receives a going concern audit;

      * approximately $8 million of 7.875% notes due August 1,
        2009;

      * $293 million of 15.50% notes due July 15, 2010; and

      * $395 million of 8.55% notes due August 1, 2010.

Certain parameters that form part of the borrowing base
calculation of Bowater's bank credit facilities are scheduled to
be reduced by an aggregate of $138 million by March 31, 2009,
(subject to a possible partial extension to April 29, 2009 under
certain circumstances.

               Waiver Under Securitization Program

On February 26, 2009, Abitibi and Donohue Corp. and the other
parties to the accounts receivable securitization program entered
into a waiver and amendment to the program, following the prior
notification to Abitibi that the average delinquency ratio for the
months of November 2008 through January 2009 exceeded the maximum
percentage permitted, which constituted an event of termination
under the terms of the program.

Pursuant to the waiver and amendment, the parties agreed to waive
(i) the event of termination under the program and (ii) the
participants' potential non-compliance with the average
delinquency ratio, until the earliest of these dates (such
earliest date being the "Waiver Termination Date"):

   (a) March 27, 2009,

   (b) the date on which Abitibi or any of its affiliates enter
       into any amendment to the Term Loan and

   (c) the date on which the Term Loan becomes due and payable or
       is prepaid or repaid in full.

The waiver and amendment also reduced the maximum commitment under
the program from $350 million to $210 million.  As consideration
for entering into the waiver and amendment, the participants are
required to pay a fee equal to 5% of $210 million, of which $7
million was paid on February 26, 2009 and $3.5 million must be
paid on the earliest of (i) March 19, 2009, (ii) the Waiver
Termination Date and (iii) the termination of the program.

As of February 27, 2009, approximately $201 million was
outstanding under the program.

Despite this waiver and amendment, in the event the Company
receives a going concern opinion from its independent auditors, as
expected, the securitization program may be terminated.

                     About AbitibiBowater Inc.

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

                           *     *     *  

On March 13, 2009, AbitibiBowater Inc. and its Abitibi-
Consolidated Inc. subsidiary commenced a recapitalization proposal
which is intended to, among other things, reduce the Company's net
debt by approximately $2.4 billion, lower its annual interest
expense by approximately $162 million and raise approximately $350
million through the issuance of new notes of ACI and common stock
and warrants of the Company.  The Recapitalization is proposed to
be implemented as part of a plan of arrangement, which was filed
in connection with an application for an interim order with the
Commercial Division of the Superior Court of Quebec in Montreal on
March 13 pursuant to section 192 of the Canada Business
Corporations Act.  The Court granted an interim order on March 13,
which included a stay of proceedings in favor of ACI and certain
of its affiliates.

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

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

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


ABITIBIBOWATER INC: Gets NYSE Notice After Annual Report Delay
--------------------------------------------------------------
AbitibiBowater Inc. received on March 18, 2009, a written notice
from the NYSE Regulation, Inc. stating that the Company is not in
compliance with the NYSE's continuing listing criteria under
Section 802.01E of the NYSE Listed Company Manual, because the
Company failed to timely file its annual report on Form 10-K for
the fiscal year ended December 31, 2008.

Under Section 802.01E, the NYSE will monitor the status of the
Company's late filing and related public disclosures for up to a
six-month period.  If the Company does not file its annual report
on Form 10-K within six months from the filing due date, the NYSE
may, in its sole discretion, either allow the Company's securities
to trade for up to an additional six months depending on specific
circumstances, as outlined in the rule, or, if the NYSE determines
that an additional six-month trading period is not appropriate,
commence suspension and delisting procedures of the Company's
securities, which includes the Company's common stock (NYSE
symbol: ABH).  The Company currently expects to file its annual
report on Form 10-K prior to the expiration of this monitoring
period.

                     About AbitibiBowater Inc.

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

                           *     *     *

On March 13, 2009, AbitibiBowater Inc. and its Abitibi-
Consolidated Inc. subsidiary commenced a recapitalization proposal
which is intended to, among other things, reduce the Company's net
debt by approximately $2.4 billion, lower its annual interest
expense by approximately $162 million and raise approximately $350
million through the issuance of new notes of ACI and common stock
and warrants of the Company.  The Recapitalization is proposed to
be implemented as part of a plan of arrangement, which was filed
in connection with an application for an interim order with the
Commercial Division of the Superior Court of Quebec in Montreal on
March 13 pursuant to section 192 of the Canada Business
Corporations Act.  The Court granted an interim order on March 13,
which included a stay of proceedings in favor of ACI and certain
of its affiliates.

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

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

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


ADVANCE MICRO: In Breach of 2001 Patent Deal, Intel Says
--------------------------------------------------------
Advanced Micro Devices, Inc., has received correspondence from
Intel Corporation related to the 2001 Patent Cross License
Agreement between the Company and Intel.

Intel alleges that the Company has committed a material breach of
the Cross License through the creation of the Company's
GLOBALFOUNDRIES joint venture and purports to terminate the
Company's rights and licenses under the Cross License in 60 days
if the alleged breach has not been corrected.

Advanced Micro strongly believes that it has not breached the
terms of the Cross-License and Intel has no right to terminate the
Company's rights and licenses under the Cross License.

The Company added that, under the terms of the Cross License,
there is an escalating procedure for resolving disputes, and the
Company has commenced the application of that procedure with
respect to Intel's purported attempt to terminate the Company's
rights and licenses under the Cross License.

Moreover, the Company has informed Intel that the Company
maintains that Intel's purported attempt to terminate the
Company's rights and licenses under the Cross License itself
constitutes a material breach of the Cross License by Intel which
gives the Company the right to terminate Intel's rights and
licenses under the Cross License Agreement while retaining the
Company's rights and licenses under the Cross License Agreement.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As of December 27, 2008, the company's balance sheet showed total
assets of $7,675,000,000, total current debts of $2,226,000,000,
deferred income taxes of $91,000,000, long-term debt and capital
lease obligations of $4,702,000,000, other long-term liabilities
of $569,000,000, minority interest in consolidated subsidiaries of
$169,000,000, and total stockholders' deficit of $82,000,000.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch Ratings affirmed these ratings on Advanced Micro Devices
Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at
'CCC/RR6' and Rating Outlook at Negative.

The TCR reported on February 23, 2009, that Moody's Investors
Service said Advanced Micro Device's shareholder approval for its
asset smart strategy does not affect the company's B3 Corporate
Family Rating and negative ratings outlook.


AGRIPROCESSORS INC: Nets 3 Bidders; But Offers Way Below $20-Mil.
-----------------------------------------------------------------
Agriprocessors Inc. has received three bids for various parts of
the kosher meat plant, Grant Schulte at DesMoinesRegister.com
reports, citing a spokesperson for the trustee.

According to DesMoinesRegister.com, the three bidders are:

     -- T5 Equity Partners, LLC;
     -- Natural Source Holdings; and
     -- Kosher Standards, LLC.

DesMoinesRegister.com, citing attorney Dan Childers, relates that
the bidders are meeting in groups to revise their proposals, the
report states.  Dave DeWitte at The Gazette reports that the
auction of the assets on Monday failed to yield a price guaranteed
to satisfy creditors, who are likely to reject the outcome.
Observers said that creditors were expecting a $20 million to
$40 million bid, The Gazette states.

Mr. Childers, according to DesMoinesRegister.com, said that the
first bids ranged from $1 million to $9 million.  The Gazette
relates that the highest bid for the plant was $5.5 million, which
came from Natural Sources Holdings.

DesMoinesRegister.com states that the final buyer must prove to
the U.S. Attorney that they have no financial connection to the
Rubashkin family, Agriprocessors' former owners.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the company in its restructuring
effort.  The company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.


AL BASKIN: Returns to Ch. 11, To Sell Mark Shale Stores in Chicago
------------------------------------------------------------------
Sandra M. Jones at Chicago Tribune reports that The Al Baskin Co.
has filed for Chapter 11 bankruptcy protection, blaming it on a
"dramatic revenue decline."

According to Chicago Tribune, Al Baskin is seeking a buyer for its
Chicago operations and Internet business.  Chicago Tribune relates
that Al Baskin closed its outlet store on Elston Avenue in Chicago
on Monday.  According to the report, Al Baskin said that it will
close in April its out-of-state stores in Dallas, Kansas City, St.
Louis; and Atlanta.

Chicago Tribune quoted Al Baskin Co-President and grandson of the
Company's founder, Scott Baskin, as saying, "It used to be if you
were down 5 percent in a quarter, this was not good and it was
unusual.  But starting in October we were consistently down 20 and
25 percent.  Those are just unheard of numbers."

Al Baskin will lay off workers at headquarters as the Company
reorganizes, Chicago Tribune states, citing Mr. Baskin.  According
to the report, Al Baskin has more than 380 workers, including 250
in the Chicago area.

Court documents say that Al Baskin listed $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.

Woodridge-based, The Al Baskin Co. is the family-owned operator of
Mark Shale stores.  It is an 80-year-old retailer founded in 1929
in Joliet.  It expanded to the Chicago market in the 1970s and
changed the name of its stores to Mark Shale.  The Company went
through Chapter 11 in 1995 after taking on debt to expand.  It
emerged in 1997 a smaller entity.


ALERIS INTERNATIONAL: S&P Retains 'D' Rating on Senior Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Aleris International Inc.'s senior secured
(prepetition) term loan facilities, following completion of S&P's
assessment of the impact of Aleris' $1.03 billion debtor-in-
possession (DIP) financing on prepetition lender recoveries.  The
issue-level rating on Aleris' prepetition senior secured term loan
remains at 'D' (the same level as the corporate credit rating on
the company).  The recovery rating on these loans (approximately
$310 million), which represent the portion of the prepetition term
loans S&P expects will remain outstanding after the roll-up of
approximately $530 million of prepetition term loans, has been
revised to '6' from '3', indicating S&P's expectation that holders
may expect negligible (0% to 10%) recovery upon resolution of the
bankruptcy.

The issue-level rating on Aleris' unsecured debt remains at 'D'
(the same level as the corporate credit rating).  The recovery
rating on these notes remains unchanged, at '6', indicating the
expectation for negligible (0% to 10%) recovery upon resolution of
the bankruptcy.

On Feb. 17, 2009, Standard & Poor's lowered the issue-level
ratings on Aleris in conjunction with the lowering of the
corporate credit rating to 'D' from 'CCC-'.

                           Ratings List

                     Aleris International Inc.

    Corporate credit rating                           D/--/--

Revised Rating                                     To      From
--------------                                     --      ----
Senior secured (prepetition) term loan facilities  D       D
  Recovery rating                                   6       3


AMACORE GROUP: Eliminates Certain Series of Preferred Shares
------------------------------------------------------------
The Board of Directors of The Amacore Group, Inc., approved by
unanimous written consent the filing with the Delaware Secretary
of State a Certificate Eliminating Reference to a Series of Shares
of Stock for these series of Company preferred stock:

   * Series B Convertible Preferred Stock, par value $0.001 per
     share -- Certificate of Designation filed on September 29,
     2000;

   * Series C Mandatory Convertible Preferred Stock, par value
     $0.001 per share -- Certificate of Designation filed on
     October 12, 2004;

   * Series D Convertible Preferred Stock, par value $0.001 per
     share -- Amended and Restated Certificate of Designation
     filed on May 9, 2007 (original Certificate of Designation
     filed on July 11, 2006);

   * Series E Convertible Preferred Stock, par value $0.001 per
     share -- Amended and Restated Certificate of Designation
     filed on July 18, 2006 (original Certificate of Designation
     filed on July 11, 2006);

   * Series J Convertible Preferred Stock, par value $0.001 per
     share -- Certificate of Designation filed on December 31,
     2008; and

   * Series K Convertible Preferred Stock, par value $0.001 per
     share -- Certificate of Designation filed on December 31,
     2008.

The Certificate of Elimination became effective as of March 13,
2009, the date on which the Company filed the Certificate of
Elimination with the Secretary.  At the time the Certificate of
Elimination was filed, none of the authorized shares of the
foregoing series of preferred stock were outstanding.

As a result of the filing of the Certificate of Elimination:

   * the previously designated 685,715 shares of Series B
     Preferred Stock, 86 shares of Series C Preferred Stock, 694.6
     shares of Series D Preferred Stock, 139 shares of Series E
     Preferred Stock, 775.34 shares of Series J Preferred Stock,
     and 155.82 shares of Series K Preferred Stock have been
     eliminated from the Company's Certificate of Incorporation,
     as amended and restated;

   * such Series B Preferred Stock, Series C Preferred Stock,
     Series D Preferred Stock, Series E Preferred Stock, Series J
     Preferred Stock and Series K Preferred Stock have resumed the
     status of authorized and unissued shares of preferred stock,
     par value $0.001 per share, of the Company, without
     designation as to series; and

   * the applicable certificates of designation and all references
     to the Series B Preferred Stock, Series C Preferred Stock,
     Series D Preferred Stock, Series E Preferred Stock, Series J
     Preferred Stock and Series K Preferred Stock have been
     eliminated from the Company's Certificate of Incorporation,
     as amended and restated.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

As of September 30, the company had $18,523,198 in total assets,
and $25,359,274 in total liabilities, resulting in $6,836,076 in
stockholders' deficit.

At Sept. 30, 2008, the company also had negative working
capital of $6,353,348 and an accumulated deficit of $108,102,196.
For the three months ended September 30, the company had a net
loss of $11,175,656.  For the nine months ended September 30, the
company had a net loss of $29,849,189.

                     Going Concern Doubt

As reported by the Troubled company Reporter on June 17, 2008, the
company believes that existing conditions raise substantial doubt
about the company's ability to continue as a going concern. The
company cited sustained operating losses in recent years.


AMACORE GROUP: Sells 400 Preferred Shares to Vicis for $4 Million
-----------------------------------------------------------------
The Amacore Group, Inc., on March 16, 2009, entered into an
informal agreement with Vicis Capital Master Fund for the purchase
by Vicis of (a) 400 shares of the Company's Series I Convertible
Preferred Stock, par value $0.001 per share and (b) a warrant to
acquire 45,000,000 shares of the Company's Class A Common Stock,
par value $0.001 per share for an aggregate cash purchase price of
$4,000,000.  The Informal Agreement is subject to the execution of
definitive written agreements.  The Company received the
$4,000,000 purchase price payment on March 16, 2009.  However, the
Company has not issued the Shares or the Warrant.  The Shares and
Warrant will be issued upon execution of definitive written
agreements.

As a result of the transaction (assuming the issuance of the
Shares), Vicis owns 1,650 shares of Series I Preferred Stock.  In
addition, Vicis owns 1,200 shares of the Company's Series G
Convertible Preferred Stock and 400 Shares of the Company's Series
H Convertible Preferred Stock.  Vicis also holds approximately 88%
of the Company's issued and outstanding Class A Common Stock.  In
addition, Vicis owns warrants to acquire 400,000 shares of the
Company's Class A Common Stock at an exercise price of $1.25 per
share and, as a result of this transaction (assuming the issuance
of the Warrant), warrants to acquire 298,525,000 shares of the
Company's Class A Common Stock exercisable at a current exercise
price of $0.375 per share.

The Company anticipates that it will enter into definitive written
agreements, including a stock purchase agreement, a warrant
agreement and a registration rights agreement, with Vicis in the
next few weeks.  However, the Company cannot guarantee that the
terms and conditions of the definitive written agreements will be
exactly as described.  The definitive written agreements may also
contain additional terms or terms different than those described.

The Shares and Warrant were offered and sold to Vicis in a private
placement transaction in reliance upon exemptions from
registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.  The Company based such reliance on certain
representations made by Vicis to the Company including that Vicis
is an accredited investor as defined in Rule 501 of Regulation D.

Shares of Series I Preferred Stock have rights and preferences
senior to certain other classes and series of the Company's
capital stock.  Each share of Series I Preferred Stock has a
stated value of $10,000 and is convertible at any time, at the
option of the holder, into that number of shares of Class A Common
Stock equal to the Stated Value divided by $5.00.  The Conversion
Price is subject to adjustment for certain events (e.g., stock
splits, combinations, dividends, distributions, reclassifications,
merger or other corporate change and dilutive issuances).  In
addition, if on November 7, 2009 the then-in-effect Conversion
Price is less than the then-current market price of the Company's
Class A Common Stock, then the Conversion Price will be reduced to
such Current Market Price -- provided that the Current Market
Price will never be less than $0.01).

The Warrant is exercisable for five years at an exercise price of
$0.375 per share, subject to adjustment for certain events (e.g.,
stock splits, combinations, dividends, distributions,
reclassifications, merger or other corporate change and dilutive
issuances), and has a cashless exercise feature.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore now has the ability to provide administrative and
back-office services to other healthcare companies in addition to
expanding its own call center capability through its wholly-owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly-owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

As of September 30, the Company had $18,523,198 in total assets,
and $25,359,274 in total liabilities, resulting in $6,836,076 in
stockholders' deficit.

At Sept. 30, 2008, the Company also had negative working
capital of $6,353,348 and an accumulated deficit of $108,102,196.
For the three months ended September 30, the Company had a net
loss of $11,175,656.  For the nine months ended September 30, the
company had a net loss of $29,849,189.

                     Going Concern Doubt

As reported by the Troubled company Reporter on June 17, 2008, the
Company believes that existing conditions raise substantial doubt
about the Company's ability to continue as a going concern. The
Company cited sustained operating losses in recent years.


AMERICAN INT'L: Employees Not Returning Bonuses to Be Identified
----------------------------------------------------------------
Liz Rappaport and Liam Pleven at The Wall Street Journal report
that American International Group Inc. sent a memo to employees
implying that those who return bonuses received wouldn't be
publicly identified by authorities.

"To the extent that we meet certain participation targets, it is
not expected that the names would be released, at all," WSJ quoted
AIG as saying.  Citing a person familiar with the matter, WSJ
relates that the statement was based on the belief that if enough
bonus recipients responded to the request to return the bonuses,
public uproar would die down.

As reported by the Troubled Company Reporter on March 24, 2009,
AIG CEO Edward Liddy called on AIG Financial Products employees
who received retention payments of $100,000 or more to return at
least half of those payments.  New York Attorney General Andrew
Cuomo said that 15 of the top 20 American International Group Inc.
employees who received $165 million in retention bonuses from the
Financial Products unit have agreed to return $50 million of the
money.

WSJ quoted AIG as saying, "Please be aware that we have received
assurances from Attorney General Cuomo that no names will be
released by his office before he completes a security review which
is expected to take at least a week."  According to WSJ, a source
said that the attorney general's office didn't say that the return
of the bonuses is a condition for keeping the names secret.

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

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

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

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

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

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

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

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


ASPEN DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Aspen Development, LLC
        516 Wyoming Blvd.
        P.O. Box 1737
        Mills, WY 82644

Bankruptcy Case No.: 09-20184

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Hampton M. Young, Jr., Esq.
                  Law Office of Hampton Young
                  254 North Center St., Suite 100
                  Casper, WY 82601
                  Tel: (307) 232-0900
                  Fax: (307) 232-8610
                  Email: hamp@vcn.com

Total Assets: $3,127,000.00

Total Debts: $2,708,024.86

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

          http://bankrupt.com/misc/wyb09-20184.pdf

The petition was signed by Richard Todd Bertagnole, Managing
Member of the company.


ATMOS ENERGY: Moody's Reviews Ba1 Multiple Seniority Shelf
----------------------------------------------------------
Moody's Investors Service placed Atmos Energy Corporation's
ratings (Baa3 senior unsecured, Prime-3 commercial paper) under
review for possible upgrade.  The action follows the company
announcing an offering of $400 million of debt, which will pre-
fund the $400 million of existing notes due in October.  The
successful placement of this issue would address a major
refinancing risk and a key hurdle to a rating upgrade, as cited in
Moody's January 8, 2009 press release when Atmos's rating outlook
was changed to positive.

In its review, Moody's will assess Atmos's refinancing plan and
its current financial performance, including results from the most
recent heating season during a weakening economy.

"Atmos's ratings could be upgraded in the next few months if the
company successfully refinances this large debt maturity while
sustaining its solid financial performance and liquidity," says
Moody's Vice President Mihoko Manabe.

The refinancing of Atmos's $400 million of 4% notes due in October
is a significant event, as the notes represent about a fifth of
Atmos's long-term debt and the financial markets remain highly
unsettled.

Atmos sustained its positive financial performance trend in its
fiscal year ended September 2008.  A continuing round of rate
increases -- notably in its largest Mid-Tex division -- and equity
issuances have contributed to a steady improvement in Atmos's
credit metrics over the past few years.  After Moody's standard
adjustments, retained cash flow-to-debt ratios are up from just
under 10% at fiscal year-end 2005 to roughly 15% at fiscal year-
end 2008.  EBIT-to-interest ratios have risen from 2.5 times in
fiscal 2005 to 3.0 times in 2008.  The company has also made
progress in obtaining rate design changes that mitigate earnings
volatility from weather, lower consumption, and bad debt all of
which help to reduce the lag in recovering its capital
investments.

Concurrent with the above rating actions, Moody's rated Atmos's
new shelf registration ((P)Baa3 for senior unsecured debt
securities) and withdrew the ratings on its prior shelf.

The last rating action with respect to Atmos was on January 8,
2009 when its outlook was changed to positive from stable.

On Review for Possible Upgrade:

Issuer: Atmos Energy Corporation

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Upgrade, currently P-3

-- Senior Unsecured Regular Bond/Debenture, Placed on Review
   for Possible Upgrade, currently Baa3

  -- Senior Unsecured Shelf, Placed on Review for Possible
     Upgrade, currently (P)Baa3

Assignments:

Issuer: Atmos Energy Corporation

  -- Multiple Seniority Shelf, Assigned a range of (P)Ba1 to
    (P)Baa3

  -- Senior Unsecured Regular Bond/Debenture, Assigned Baa3

Outlook Actions:

Issuer: Atmos Energy Corporation

  -- Outlook, Changed To Rating Under Review From Positive

Withdrawals:

Issuer: Atmos Energy Corporation

  -- Senior Unsecured Shelf, Withdrawn, previously rated (P)Baa3

Headquartered in Dallas, Texas, Atmos Energy Corporation engages
in the distribution, transmission, and marketing of natural gas.


AUBURN MULTI-FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Auburn Multi-Family I, LLC
        1083 Mississippi St.
        San Francisco, CA 94107

Bankruptcy Case No.: 09-24175

Type of Business: The Debtor is a real estate development company.

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Noel Knight, Esq.
                  2616 Harrison St., #1
                  Oakland, CA 94612
                  Tel: (510) 435-9210

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

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

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

The petition was signed by Noel Knight, corporate counsel of the
Company.


BALDOR ELECTRIC: Bank Deal Amendment Won't Move Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service said Baldor Electric Company's B1
corporate family rating is not currently affected by the company's
announcement that it began the process to amend its bank credit
agreement for relief under its senior secured and total leverage
covenants.

The last rating action was on January 20, 2009, at which time
Baldor's B1 Corporate Family rating was affirmed, the outlook
revised to negative from stable, and the Speculative Grade
Liquidity rating was lowered to SGL-3 from SGL-1.

Baldor Electric Company is a manufacturer of industrial electric
motors, drives, generators and other mechanical power transmission
products.  Products are sold to a diverse customer base consisting
of original equipment manufacturers and distributors.  Revenues in
2008 were approximately $2 billion.


BANK OF AMERICA: Two "Best-Known" Merrill Lynch Analysts to Leave
-----------------------------------------------------------------
Ed Welsch at The Wall Street Journal reports that Merrill Lynch
Chief North American economist David Rosenberg and chief stock-
market strategist Richard Bernstein, two of the firm's best-known
analysts, will leave the Company.

Citing BofA-Merrill spokesperson Susan McCabe, WSJ relates that
Mr. Rosenberg will resign in May and will relocate to his hometown
of Toronto to continue producing research for investors, or "buy
side," clients.  According to the report, Mr. Rosenberg has been a
Merrill Lynch economist for more than eight years.

Ms. McCabe, WSJ states, said that Mr. Bernstein will resign in
April to devote more time to teaching and to writing books.  The
report says that Mr. Bernstein is an adjunct finance professor at
New York University's Stern School of Business, and the author of
the books "Navigate the Noise: Investing in the New Age of Media
and Hype," and "Style Investing, Unique Insight into Equity
Management."  The report states that Mr. Bernstein is an
investment strategist with Merrill Lynch for more than 20 years.

According to WSJ, Messrs. Rosenberg and Bernstein were some of the
most visible analysts at the Banc of America Securities-Merrill
Lynch research unit, as their commentary on broad economic and
strategy matters is more widely distributed than the research of
other BofA-Merrill analysts, which the firm reserves strictly for
clients.

BofA-Merrill had already started pursuing candidates from both
inside its ranks and from outside to replace Messrs. Rosenberg and
Bernstein, WSJ reports, citing Ms McCabe.

                       About Bank of America

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

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

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


BI-LO LLC: General Electric Capital to Provide DIP Financing
------------------------------------------------------------
Lauren Coleman-Lochner at Bloomberg News reports that General
Electric Capital Corp. will provide debtor-in-possession financing
for BI-LO LLC.

ourt documents say that BI-LO listed $1 billion in assets and
$1 billion in debt.  According to court documents, BI-LO has a
$260 million term loan maturing on March 26.

Court documents state that BI-LO's three biggest creditors are:

  -- C&S Wholesale Services Inc., owed $16.7 million;
  -- Pepsi Cola Co., owed $3.07 million; and
  -- Piedmont Coca-Cola Bottling, owed $2.39 million.

BI-LO stores said in a statement that it will remain open and
continue to operate without interruption.

Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/
-- is a grocery-store chain owned by private-equity investor Lone
Star Funds.  Founded in 1964 by Frank Outlaw, the Company and its
affiliates operate more than 220 supermarkets around South
Carolina, North Carolina, Georgia, and Tennessee and have about
17,000 employees.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
Betsy Johnson Burn, Esq., Frank B.B. Knowlton, Esq., George Barry
Cauthen, Esq., and Jody A. Bedenbaugh, Esq., at Nelson, Mullins,
Riley and Scarborough assist the Companies in their restructuring
efforts.  The Companies listed $100 million to $500 million in
assets and $100 million to $500 million in debts.


BI-LO LLC: Taps Nelson Mullins as Co-Counsel & Corporate Counsel
----------------------------------------------------------------
BI-LO LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of South Carolina for
permission to employ Nelson Mullins Riley & Scarborough LLP as
their general corporate counsel and co-counsel.

The firm is expected to:

  a) advise the Debtors with respect to their powers and duties
     as debtor-in-possession in the continued management and
     operation of their business and properties;

  b) attend meetings and negotiate with representative of
     creditors and other parties-in-interest;

  c) take all necessary action to protect and preserve the
     Debtors' estates, including prosecuting actions on the
     Debtors' behalf, defending any action commenced against the
     Debtors and representing its interests in negotiations
     concerning all litigation in which the Debtors are involved,
     including, but not limited to, objections to claims filed
     against the estate;

  d) prepare on the Debtors' behalf all motions, applications,
     answers, orders, reports and papers necessary to the
     administration of the estate;

  e) negotiate and prepare on the Debtors' behalf of a plan of
     reorganization, disclosure statement, and all related
     agreements and documents, and take any necessary action on
     behalf of the Debtors to obtain confirmation of such plan;

  f) represent the Debtors in connection with obtaining
     postpetition financing;

  g) advise the Debtors in connection with any potential sale of
     assets;

  h) appear before the bankruptcy court, any appellate courts and
   the office of the United States Trustee and protect the
   interests of the Debtors' estate before those courts and the
   United States Trustee;

  i) consult with the Debtors regarding tax matters;

  j) perform all other necessary legal services and provide all
     other necessary legal advice to the Debtors in connection
     with the Chapter 11 case; and

  k) represent the Debtors in existing litigation and employment
     matters as generally handled by the firm in its prepetition
     representation of the Debtors.

The firm has received $100,000 as advance payment from the Debtors
for its initial postpetition services and expenses.

The firm's rates vary from $235 to $525 per hour for bankruptcy
attorneys and from $110 to $140 per hour for bankruptcy paralegals
and project assistants.  For general non-bankruptcy litigation and
employment matters, its rates vary from $160 to $1,000 per hour
for attorneys and from $110 to $335 per hour for paralegals and
project assistants.

George B. Cauthen, Esq., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the United States Bankruptcy Code.

In addition, the Debtors also ask the Court for permission to
employ William Blair & Company LLC as their investment banker.

                          About Bi-Lo LLC

Headquartered in Greenville, South Carolina, Bi-Lo LLC --
http://my.bi-lo.com/-- founded in 1964 by Frank Outlaw operate
more than 220 supermarkets in South Carolina, North Carolina,
Georgia and Tennessee.  The Debtors have about 17,000 employees.

The Company and nine of its affiliates filed for Chapter 11
protection on March 23, 2009 (Bankr. D. S.C. Lead Case No.
09-02140).  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


BI-LO LLC: Seeks to Access Cash Collateral of GE Business and BNY
-----------------------------------------------------------------
BI-LO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Carolina for permission to use cash
collateral securing repayment of loans to GE Business Financial
Services Inc. f/k/a Merrill Lynch Capital; and The Bank of New
York Mellon.

GE Business provided as much as $100 million to the Debtors for
general corporate purposes under a credit agreement dated
March 26, 2007, while BoNY provided about $260 million in term
loan under a credit agreement dated March 26, 2007.  The
facilities will mature on March 26, 2009.  The credit agreements
are secured by substantially all of the Debtors' assets.

According to the request, the Debtors have an immediate and
critical need to obtain funds in order to continue operation of
their business and maintain the value of their assets.

The lenders will receive replacement liens on all assets of the
Debtor pursuant to Section 361 of the Bankruptcy Code.

A full-text copy of the Debtors' cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?3a94

                          About Bi-Lo LLC

Headquartered in Greenville, South Carolina, Bi-Lo LLC --
http://my.bi-lo.com/-- founded in 1964 by Frank Outlaw operate
more than 220 supermarkets in South Carolina, North Carolina,
Georgia and Tennessee.  The Debtors have about 17,000 employees.
The Company and nine of its affiliates filed for Chapter 11
protection on March 23, 2009 (Bankr. D. S.C. Lead Case No.
09-02140).  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


BRIAN DAVID HUGHES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Brian David Hughes
        Kristine Hughes
        40 Spindrift Trail
        Kitty Hawk, NC 27949

Bankruptcy Case No.: 09-01982

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: John C. Bircher, III, Esq.
                  White & Allen, PA
                  1319 Commerce Drive
                  P.O. Drawer U
                  New Bern, NC 28562
                  Tel: (252) 638-3882
                  Email: jbircher@whiteandallen.com

Total Assets: $3,449,566.00

Total Debts: $2,506,894.00

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

          http://bankrupt.com/misc/nceb09-01982.pdf

The petition was signed by Brian David Hughes and Kristine Hughes.


BUFFALO RUN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Buffalo Run, LLC
        6555 Powerline Rd., Ste. 408
        Fort Lauderdale, FL 33309-2051

Bankruptcy Case No.: 09-22233

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

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Email: annadrake@att.net

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

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

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

          http://bankrupt.com/misc/utb09-22233.pdf

The petition was signed by Corbett R. Lenz, managing member of the
Company.


CELL THERAPEUTICS: Faces Liquidity Crisis Despite JV Sale
---------------------------------------------------------
Cell Therapeutics, Inc., on March 16 reported accomplishments and
financial results for the fourth quarter and year ended
December 31, 2008.

The total operating expenses decreased approximately 69% to
$11.2 million compared to $36.2 million for the same period in
2007 mainly as a result of the reduction in research and
development expenses as well as a gain of $9.4 million on the sale
of Zevalin to a 50/50 owned joint venture with Spectrum in 2008.

CTI reported a net loss attributable to common shareholders of
$41.3 million compared to a net loss attributable to common
shareholders of $39.1 million for the same period in 2007.  The
reduction in net loss per share is due to an increase in the
number of shares outstanding.

The Company ended the year with cash and cash equivalents,
securities available-for-sale and interest receivable of
approximately $10.7 million.  In March 2009, CTI closed its
transaction to sell its remaining interest in the Zevalin joint
venture to Spectrum for approximately $16.5 million.

According to the Company, even with this additional financing, in
order to meet liquidity needs, the Company will need to raise
additional capital this year in order to fund its continued
operations and is exploring alternatives to do so, which may
include potential partnerships or joint ventures, public or
private equity financings, debt financings or restructurings,
dispositions of assets or other means.

Moreover, given the current credit crunch most biotech companies
must operate in today, its Board of Directors is engaged in an
evaluation of short- and long-term strategic business development
opportunities and operational efficiencies for the company and has
authorized management to retain a financial advisor for this
process.

The review process may include seeking additional partners or
collaborators for the Company's product development candidates,
additional equity or debt financings or seeking further
efficiencies in its operations.  No specific timetable has been
set for completion of the review.

CTI presently has no commitment or agreement with respect to any
possible future transaction, and there can be no assurance that
any transaction will result.

A full-text copy of the Company's 2008 Annual Report is available
at no charge at: http://ResearchArchives.com/t/s?3a97

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
Company has substantial monetary liabilities in excess of monetary
assets as of Dec. 31, 2007, including approximately $19.8 million
of convertible subordinated notes and senior subordinated notes
which mature in June 2008.

As of December 31, 2008, the Company had $64.2 million in total
assets and $187.9 million in total liabilities, resulting in
$132.0 million in shareholders' deficit.


CELL THERAPEUTICS: Sells 50% Stake Zevalin Venture for $16.5MM
--------------------------------------------------------------
Cell Therapeutics, Inc., completed the sale of its 50% membership
interest in RIT Oncology LLC to Spectrum Pharmaceuticals, Inc., on
March 15.  The Company fully divested of its ownership in the
50/50 owned Zevalin(r) joint venture established in December 2008
with Spectrum, for approximately $16.5 million.

On March 2, 2009, CTI received a cash payment of $6.5 million and
following the closing, on March 16, Spectrum funded into escrow
$10 million, of which $6.5 million will automatically be released
to CTI on April 3 and $3.5 million, subject to certain adjustments
for among other things payables determined to be owed between CTI
and the Joint Venture, will be released to CTI on April 15.

Under the terms and conditions of the Limited Liability Company
Interest Assignment Agreement dated March 15 between CTI and
Spectrum and as part of the transaction, CTI agreed to forego the
right to receive up to $15 million in product sales milestone
payments provided to CTI in connection with the original
transaction establishing the Joint Venture.

For the closing of the agreement, CTI assigned to Spectrum that
certain amended and restated security agreement and guarantee
granted in favor of Biogen Idec Inc. to secure the performance of
the Joint Venture obligations with respect to Zevalin, and
Spectrum has agreed to reimburse CTI for any liability incurred
based upon claims made by Biogen under such contracts or any other
contracts associated with the Zevalin business to which CTI was
previously a party.

Moreover, CTI extended the terms of the existing master services
agreement with the Joint Venture and has agreed to perform
transition services for the benefit of the Zevalin business until
May 31, 2009.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                      Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
Company has substantial monetary liabilities in excess of monetary
assets as of Dec. 31, 2007, including approximately $19.8 million
of convertible subordinated notes and senior subordinated notes
which mature in June 2008.

As of December 31, 2008, the Company had $64.2 million in total
assets and $187.9 million in total liabilities, resulting in
$132.0 million in shareholders' deficit.


CMP SUSQUEHANNA: Moody's Downgrades Corp. Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded CMP Susquehanna Corp.'s
Corporate Family and Probability of Default ratings each to Caa3
from Caa2, reflecting a heightened probability of default and
correspondingly increased expected loss for the company's
creditors over the forward rating horizon.  The former Caa1 rating
for the company's senior secured bank debt was also lowered, to
Caa2, and was placed on review for possible further downgrade
pending completion of the recently announced offer to exchange
approximately $189 million of existing and junior-ranking 9-7/8%
senior subordinated notes for up to $15 million of new variable
rate secured second lien notes plus preferred stock and common
stock warrants.  Moody's views this transaction, upon its assumed
successful completion, as tantamount to a default.

Details of the rating actions are:

Ratings downgraded:

* Corporate Family Rating -- to Caa3 from Caa2
* Probability of Default Rating -- to Caa3 from Caa2

Ratings downgraded and remaining under review for possible further
downgrade:

* $100 million revolving credit facility due 2012 -- to Caa2 (LGD
  3, 39%) from Caa1 (LGD 3, 39%)

* $700 million term loan facility due 2013 -- to Caa2 (LGD 3,
  39%) from Caa1 (LGD 3, 39%)

Rating subject to withdrawal after closing of the pending exchange
transaction:

* $250 million senior subordinated notes due 2014 -- currently Ca
  (LGD 6, 91%)

CMP's SGL-4 liquidity rating is unaffected by this rating action.

The rating outlook for everything other than the bank debt (which
remains on review for possible further downgrade) remains
negative.

CMP's proposed exchange offer, if successfully concluded, would
constitute an effective distressed exchange event of default per
Moody's definition of the same.  Moody's expects to change the PDR
to Caa3/LD upon completion of the exchange offer, which is set to
expire on or prior to April 3, 2009, incorporating this view of a
limited default occurring and ongoing Caa3-type risk of subsequent
default.  While Moody's recognizes that the proposed exchange will
bring an immediate improvement to CMP's covenant compliance
cushion, the forward looking Caa3 PDR underscores Moody's view
that the company faces a high probability of another subsequent
default, exacerbated by progressive step-downs in the total debt
leverage covenant (tightening from a 10.5 multiple at the end of
12/3/08 to a 9.5 multiple by the end of 2009).  In Moody's view,
CMP will be challenged to comply with financial covenants if the
current pace of declining market spending on radio advertising
continues unabated over the near term.  Management has indicated
that failure to successfully conclude the proposed debt exchange
and obtain covenant relief (if necessary) could force the company
to explore other alternatives, including a potential
reorganization or restructuring under the bankruptcy laws.

The Caa3 Corporate Family Rating incorporates CMP's reliance upon
the near-term success of the current exchange offer to avert a
potential liquidity squeeze and the prospects that, even assuming
the successful completion of this debt exchange, the company will
still be unable to comply with the tightening financial tests
contained within its credit agreement, absent an amendment.  The
rating continues to reflect the company's high debt-to-EBITDA
leverage, which Moody's calculates at an approximate 10 times
multiple for the LTM period ended 9/30/2008 (and around 8 times
proforma for successful completion of the proposed exchange
offering), the substantial revenue concentration of its largest
two markets, its weak liquidity position and the recessionary
market conditions faced by the radio broadcast sector.  Moreover,
the rating incorporates Moody's view that the company's broadcast
assets are likely worth substantially less than the current level
of its debt (and its post-exchange debt), particularly given the
current lack of investor interest in radio broadcast acquisitions.

Ratings for CMP's senior secured revolver and term loan have been
lowered to Caa2 from Caa1 and placed under review for possible
further downgrade.  Assuming that the proposed exchange offer is
successfully concluded, Moody's expect to conclude this
instrument-specific review with a likely downgrade to Caa3,
reflecting a substantial post-exchange reduction in the level of
loss-absorption currently afforded by the subordinated notes.
Maintenance of the Ca senior subordinated notes rating reflects
the already high anticipated credit losses previously expected to
be borne by this creditor class and as now reinforced by the terms
of the proposed exchange.  Moody's expects to withdraw the senior
subordinated debt ratings following the successful conclusion of
the debt exchange.

The negative rating outlook incorporates Moody's concern that the
immediate benefits provided to CMP by the proposed debt exchange
(including lower interest expense and a wider margin of covenant
compliance) as well as the results of recent cost-cutting
initiatives will be insufficient to fully offset the effects of
continuing top line erosion in the face of very soft market
conditions.

On March 9, 2009, CMP commenced an offer to exchange all
$187.6 million of its currently outstanding 9-7/8% senior
subordinated existing notes for (1) up to $15 million aggregate
principal amount of Variable Rate Senior Subordinated Secured
Second Lien Notes due 2014, (2) up to $35 million in shares of new
Series A preferred stock , and (3) warrants exercisable for shares
of the company's common stock representing, in the aggregate, up
to 40% of the outstanding common stock on a fully diluted basis.

The last rating action occurred on October 23, 2008, when Moody's
downgraded CMP's CFR and PDR, each to Caa2.  In addition, Moody's
downgraded the speculative grade liquidity rating to SGL-4.

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly-owned subsidiary of Cumulus Media Partners LLC, partnership
formed by Cumulus Media, Inc. and a consortium of private equity
sponsors.  CMP Susquehanna Corp. owns and operates 32 radio
stations in nine markets in the U.S. The company's reported
revenues of $212 million for the LTM period ended September 30,
2008.


CONSECO INC: Director Shannon Will Not Seek Re-Election to Board
----------------------------------------------------------------
Conseco, Inc., said Director Michael Shannon has informed the
company that he will not be a candidate for re-election to the
board of directors at the annual meeting of shareholders scheduled
for May 12, 2009.  Mr. Shannon made the decision so that he could
devote additional time to his other business interests.

Conseco Board Chairperson Glenn Hilliard said, "We wish Mike well
and thank him for his many contributions to Conseco since joining
the board in 2003.  Mike, who chaired our human resources and
compensation committee for many years and has also served on our
governance and strategy committee, brought to the board expertise
in a variety of important skills at a critical time when the
company was emerging from bankruptcy.  He has helped guide the
company toward long-term growth, and we will miss his knowledge,
focus and wisdom."

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


COUNTRY COACH: To Resume Operations, To Rehire 100 Fired Employees
------------------------------------------------------------------
Laura Rillos at KVAL News reports that Country Coach LLC wants 100
laid-off employees back at its Junction City RV plant.

According to KVAL News, Country Coach wants to resume operations
through April 2009 on an initial $3 million loan from Wells Fargo.
KVAL News relates that Country Coach's creditor, Wells Fargo Bank,
has joined the Company in seeking an emergency court hearing to
talk about the Debtor's plan to restart production.

KVAL News states that Country Coach's attorneys gave themselves
until Thursday to work out a new business plan for the Company.
The report says that under the plan, Wells Fargo would lend
Country Coach up to $11.5 million so that the Company could make
up to 43 coaches during the next 10 months.

Country Coach vice president Matt Howard, KVAL News relates, said
that the Company will make coaches that have been ordered.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court,
Bloomberg's Bill Rochelle said.  National R.V., had its
reorganization plan approved by a judge in December.  The Perris,
California based company sought Chapter 11 protection in November
2007, listing assets of $54.4 million against debt of
$30.1 million.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional
$6 million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.


DAYTON SUPERIOR: Maturity Date of Loan Pacts Moved to April 9
-------------------------------------------------------------
Dayton Superior Corporation has entered into a second amendment to
the revolving credit agreement with the lender under its
$150.0 million revolving credit facility.  The Company also
announced that it has entered into a third amendment to the term
loan credit agreement with the lenders under its $100.0 million
term loan credit facility.

Pursuant to the amendments, the scheduled maturities under the
senior credit facilities have been extended until April 9, 2009.
During this second extension period, the company expects to
continue negotiations with its senior lenders on the terms of a
more comprehensive amendment or forbearance arrangement.

Pursuant to the current amendments, the company will pay certain
fees and expenses to its senior lenders, the minimum "Adjusted
Base Rate" under such senior facilities will be increased to
4.25%, and, under the revolving credit facility, the interest rate
on "Additional Special Overadvances" will be, at the company's
option, "Adjusted Base Rate" plus 11.00% or LIBOR plus 10.00%
(with up to 5.00% of the total interest rate payable in-kind at
the company's option).

The Company has further agreed (i) to make interest rate payments
on a monthly basis, rather than quarterly; (ii) to amend the
reporting covenants under the senior facilities to provide for
more frequent disclosures to the administrative agent and the
lenders; (iii) that it will not extend its previously announced
private exchange offer and concurrent consent solicitation with
respect to its 13% Senior Subordinated Notes due 2009 (the
"Notes") or accept for payment any Notes surrendered in connection
therewith; and (iv) to provide to the administrative agent, on or
prior to April 9, 2009, a letter of intent or definitive term
sheet for the acquisition of the company by a person acceptable to
the senior lenders on terms and conditions satisfactory to the
senior lenders.

As reported by the Troubled Company Reporter, Dayton Superior on
March 16, 2009, entered into:

   (i) Amendment No. 1 to its $150.0 million Revolving Credit
       Agreement with various lenders and General Electric
       Capital Corporation, as Administrative Agent, in
       connection with the Revolving Credit Agreement, dated as
       of March 3, 2008; and

  (ii) Amendment No. 2 to its $100.0 million Term Loan Credit
       Agreement with various lenders and GECC, as Administrative
       Agent, in connection with the Term Loan Credit Agreement,
       dated as of March 3, 2008.

Pursuant to the Amendments, (i) the scheduled maturities under the
Credit Agreements have been extended until March 23, 2009, and
(ii) the interest rates under the Credit Agreements will be
increased:

   (a) under the Revolving Credit Agreement, the new interest
       rate will be, at the Company's option, ABR plus 5.50% or
       LIBOR plus 6.50% (with up to 4.00% of the total interest
       rate paid-in-kind at the company's option), plus an
       additional 1.50% on Special Overadvances, and

   (b) under the Term Loan Credit Agreement, the new interest
       rate will be, at the Company's option, ABR plus 11.50% or
       LIBOR plus 12.50% (with up to 8.00% of the total interest
       rate paid-in-kind at the Company's option).

A full-text copy of Amendment No. 1 to the Revolving Credit
Agreement, dated as of March 16, 2009, is available at no charge
at: http://ResearchArchives.com/t/s?3a65

A full-text copy of Amendment No. 2 to the Term Loan Credit
Agreement, dated as of March 16, 2009, is available at no charge
at: http://ResearchArchives.com/t/s?3a66

The company continues to evaluate possible strategic alternatives
to enhance stockholder value, including the possible sale of the
company or a controlling interest in the company, and to consider
options to refinance or otherwise restructure the company's
outstanding indebtedness.  The credit agreement amendments will
provide the company with additional time to evaluate its
alternatives.

Dayton Superior can provide no assurance that the process to
explore strategic alternatives will result in a transaction or
that the process to restructure the company's indebtedness will be
successful.  The company does not intend to disclose developments
regarding the initiatives unless and until a definitive agreement
is entered into or the Board of Directors determines to terminate
one or both processes.  There can be no assurances that the
company will be able to successfully negotiate further amendments
to its senior credit facilities, that waivers or additional
extensions can be obtained from its senior lenders on acceptable
terms in the future or that the company will be able to secure a
letter of intent or a definitive term sheet with a person
acceptable to the senior lenders or on terms satisfactory to the
senior lenders on or prior to April 9, 2009.  There can be no
assurance that any alternative sources of capital or alternative
transactions will be available to the company on acceptable terms
or at all in the current challenging economic environment.  The
company may be required to enter into a transaction that
substantially dilutes or eliminates the value of its outstanding
common stock.  If the company is unable to find suitable strategic
alternatives or restructure its outstanding indebtedness on a
consensual basis, the company will be required to seek protection
under the federal bankruptcy laws.

The company has retained Harris Williams & Co. to assist in the
evaluation process.  Dayton Superior has also agreed with Morgan
Stanley & Co. Incorporated to end its relationship with Morgan
Stanley and the company has retained Moelis & Company LLC to
advise on options to refinance or otherwise restructure the
company's outstanding indebtedness.  The credit agreement
amendments will provide the company with additional time to
evaluate its alternatives.

                       About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North
American provider of specialized products consumed in non-
residential, concrete construction, and a concrete forming and
shoring rental company serving the domestic, non-residential
construction market.  The company's products are used in non-
residential construction projects, including infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings, and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.  Dayton
Superior offers more than 20,000 catalogued products.

                           *     *     *

As reported by the Troubled Company Reporter on January 28, 2009,
Standard & Poor's Rating Services said it lowered its ratings on
Dayton Superior Corp.  S&P lowered the corporate credit rating to
'CCC' from 'CCC+' and removed all ratings from CreditWatch, where
they were placed with negative implications on Aug. 14, 2008.  The
outlook is negative.


DEI HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew all of
the ratings on Vista, California-based DEI Holdings Inc.,
including the 'B' corporate credit rating, and subsidiary DEI
Sales Inc. at the company's request.


DOLLAR THRIFTY: Reduces Excess Borrowing Capacity
-------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said that as part of the
Company's ongoing efforts to de-leverage its balance sheet and to
match its fleet financing capacity with fleet inventory levels
appropriate for current and expected market conditions, the
Company has reduced excess borrowing capacity and given notice of
termination on two fleet financing structures.

On March 17, 2009, Rental Car Finance Corp., a special purpose
financing subsidiary of the Company, provided notice to the
lenders under its asset-backed Variable Funding Note Purchase
Facility requesting a reduction in commitments under the Conduit
from $215 million to $1 million.  The reduction in commitments
under this facility became effective on March 17, 2009.

In addition, Dollar Thrifty Funding Corp., a special purpose
financing subsidiary of the Company, provided notice to the
lenders under its commercial paper program and liquidity lending
facility requesting a reduction in commitments under the
Commercial Paper Program and Liquidity Facility from
$277.5 million to $1 million.  The reduction in commitments became
effective on March 20, 2009.

RCFC and DTFC have requested termination of these facilities as
soon as administratively feasible, and termination is expected to
occur prior to the maturity of these facilities in May 2009.  The
Company has said $493 million in borrowings under these facilities
was repaid in February 2009 and no amounts have since been drawn.

"Over the course of the past 9 months, we have worked aggressively
to right-size our fleet as it became clear we needed to moderate
our leverage and fleet levels to reflect current market
conditions. We have reduced total debt on our balance sheet by
approximately $720 million, from $2.6 billion at the end of
February 2008 to $1.88 billion at the end of February 2009, which
is in line with our strategy," said Scott L. Thompson, President
and Chief Executive Officer.

              About Dollar Thrifty Automotive Group

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

                          *     *     *

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

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


DELPHI CORP: Court Moves Hearing on GM Arrangements to April 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned until April 2 approval hearings on agreements reached
between Delphi Corp. and General Motors Corporation to supplement
Delphi's liquidity position and to substantially complete Delphi's
portfolio transformation through the sale of Delphi's global
Steering business.

The approval hearings were rescheduled to provide additional time
for the U.S. Treasury to evaluate the agreements, which the U.S.
Treasury determined on Monday are "material transactions" under
its December 31, 2008 loan agreement with GM, and for Delphi to
meet and confer with objectors to the approval of the GM Steering
Option Exercise Agreement regarding objections not otherwise
settled prior to Tuesday's hearing.

The sale of the Steering business is a strategic component of
Delphi's transformation strategy, which was announced in March
2006.  Pursuant to two amendments to GM's liquidity advance
agreement with Delphi, GM has agreed to increase from $300 million
to $450 million the amount it is committed to advance to Delphi.
The three agreements remain subject to certain conditions
including U.S. Treasury concurrence.

Delphi also said that it is in discussions with its DIP Lenders'
Steering Committee regarding a consensual amendment to the
Accommodation Agreement that would, among other matters, reset the
timing of certain milestones in the agreement in order to
facilitate discussions among representatives of Delphi, the DIP
Lenders, Delphi's Creditors' Committee, GM and the U.S. Treasury
concerning proposed modifications to Delphi's First Amended Plan
of Reorganization confirmed in January 2008.  The company said
that completion of the amendment process and approval of the
motions now scheduled for hearing on April 2 should facilitate the
company's access to additional liquidity to manage its U.S.
operations while providing the company with the liquidity runway
to complete discussions with stakeholders and obtain court
approval of reorganization plan modifications.

As reported in yesterday's Troubled Company Reporter, various
Delphi creditors conveyed objections to the deal to sell the
steering business and other plants to GM.  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 and a global
settlement agreement.  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 Court 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)


DELPHI CORP: Court Junks Remaining Claims Vs. State Street
----------------------------------------------------------
Bankruptcy Law360 reports that Judge Gerald E. Rosen of the U.S.
District Court for the Eastern District of Michigan has dismissed
all remaining claims against State Street Bank and Trust Co.
accusing the bank of violating its fiduciary duties to
participants in Delphi Corp.'s retirement plan.  The ruling,
according to the report, ends long-running multidistrict
litigation related to the 2005 bankruptcy of Delphi.

                        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)


DRUG FAIR: Signs $54-Mil. Deal for Sale of 32 Stores to Walgreen
----------------------------------------------------------------
Drug Fair Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   a) authorize and approve the asset purchase agreement with
      Walgreen Eastern Co., Inc., dated as of March 17, 2009;

   b) approve the sale of certain assets, as a whole to one
      bidder or in parts to more that one bidder;

   c) approve the assumption and assignment of certain executory
      contracts and unexpired leases;

   d) authorize the Debtors to consummate transactions related;
      and

   e) grant other relief.

The assets to be sold to the Walgreen, free and clear of liens,
claims, interests, charges and encumbrances, and subject to bigger
and better offers, include:

   a) any and all owned personal property located at the 32
      pharmacy locations, including all furniture, fixtures,
      equipment, vehicles, leasehold improvements and signage;

   b) any and all prescription files and records, customer lists
      and patient profiles, including refill status reports and
      insurance coverages, any files or records maintained
      electronically, any files or records added between the date
      of this agreement and the closing date, in each case
      related to the Operate Location Pharmacies;

   c) the inventory located at any Operate Location Pharmacies;

   d) all improvements, fixtures, and fittings thereon, and other
      appurtenants located at any Operate Location Pharmacies;

   e) to the extent transferable, all permits and similar rights
      obtained from governmental bodies used in or related to the
      ownership or operation of any Operate Location Pharmacies;

   f) copies of all other books and records of seller relating to
      the assets, properties and operations of the Operate
      Location Pharmacies;

   g) any guarantees, warranties, indemnities and similar rights
      relating to the assets;

   h) all rights in, to and under all real estate leases and
      equipment agreement leases; and

   i) any other mutually agreeable assets related to the Operate
      Location Pharmacies.

The Debtors' estates will receive approximately $54 million for
the assets.  Additionally, the Debtors will assume and assign to
Walgreen the assumed contracts.

The Debtors' management and RAS Management Advisors, LLC, its
financial advisor, have concluded that a sale of all or some of
the Debtors' assets may be the best method to maximize recoveries
of the estates.

The Debtors will further market test its assets through an
auction.  The Debtors have submitted proposed auction procedures,
and a proposal to provide bid protections to Walgreen, as stalking
horse bidder.

                 About Walgreen Eastern Co., Inc.

Walgreen Eastern Co., Inc. is an affiliate of Walgreen Co., which
is a national, public traded drug store chain with over 6,000
drugstores in 49 states, the District of Columbia and Puerto Rico.

                    About Drug Fair Group, Inc.

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

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.


DRUG FAIR: DIP Lenders, Walgreen Require Sale By Early April
------------------------------------------------------------
Drug Fair Group Inc. and its affiliates informed the U.S.
Bankruptcy Court for the District of Delaware that the best way to
maximize value for the benefit of their estates and creditors is
to "attempt an expeditious sale of their assets through one or
more transactions."

To that end, the Debtors executed an asset purchase agreement with
Walgreen Eastern Co., Inc., for the sale of 32 of 58 pharmacies to
Walgreen, for $54 million.  Walgreen, a national, publicly traded
drug store chain with over 6,000 drugstores in the U.S., already
bought 11 of the Debtors' stores pre-bankruptcy.

The Debtors will entertain competing bids for the drug stores.  In
the event the Debtors seek to close a transaction with another
party, Walgreen will be entitled to a $1,620,000 break-up fee, and
up to $600,000 expense reimbursement.

Pursuant to the APA, the Debtors are required to obtain approval
of the auction procedures on or before April 6, 2009, and approval
of the sale 35 days later.  The Debtors' debtor-in-possession
financing has required approval of the auction protocol by 15 days
after the bankruptcy filing (about April 2) and the sale 45 days
after the petition date (about May 2).

The schedule for the auction and the bidding deadline will be
known after the Court approves the auction procedures.  The
Debtors did not state their proposed dates in the auction
procedures presented to the Court.

The Court will convene a hearing on April 1 to approve the Bid
Procedures.

The Debtors are seeking approval of the sale to Walgreen or the
winning bidder at the auction pursuant to Section 363 of the
Bankruptcy Code.

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

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

Walgreen is represented by:

     Sidley Austin LLP
     One South Dearborn
     Chicago, Illinois 60603
     Attention: Chris Abbinante
     Phone: (312) 853-7000
     Fax: (312) 853-7036

                    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.

Drug Fair 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.


DRUG FAIR GROUP: List of 23 Outlets That Will Be Closed
-------------------------------------------------------
Drug Fair Group Inc. is planning to close 23 stores that, after
extensive prepetition efforts to
procure bids for the sales of stores as a going concern, did not
generate any offers.

The Debtors said 14 Drug Fair stores and 9 Cost Cutters stores will be closed:

Store
Number  Store Name         DF/CC
-----   ----------         -----
  17     BERKELEY HTS        DF
  21     RAHWAY              DF
  23     BRICK               CC
  24     MIDDLETOWN          CC
  25     RARITAN             DF

  27     HAMILTON TWSP       CC
  28     WEST LONG BEACH     CC
  29     LACEY TOWNSHIP      CC
  30     WALL                CC
  32     CRANFORD            DF

  33     OAKLAND             DF
  34     HILLSBOROUGH        CC
  35     WAYNE               CC
  38     TOMS RIVER          CC
  40     CHATHAM TWNSHP      DF

  43     CLIFTON             DF
  44     PLAINFIELD          DF
  47     NORTH ARLINGTON     DF
  50     CLIFTON             DF
  53     MORRIS PLAINS       DF

  55     BRIDGEWATER         DF
  58     EAST RUTHERFORD     DF
  59     ROCKAWAY            DF

                    About Drug Fair Group, Inc.

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or
http://www.costcuttersonline.com/-- fka Community Distributors, Inc.
operates pharmacies in 46
locations and general merchandise stores in 12 locations in northern
and central New Jersey.
Founded in 1954, the Company has two divisions: Drug Fair and Cost
Cutters.  The Drug Fair
division includes stores which sell both pharmaceuticals and general
merchandise and the Cost
Cutters division which are larger format stores that offer
value-oriented, general merchandise.

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.


DRUG FAIR: Court OKs Access to $20 Million DIP Facility from BofA
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, Drug Fair
Group, Inc., and its debtor-affiliates to (i) obtain $20 million
of financing from Bank of America, N.A.; and (ii) use cash
collateral.

The Court will hold the final hearing on April 15, 2009, at
2:30 p.m., to consider approval of the entire $40 million DIP
financing package from BofA.  Objections are due April 8, 2009.

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

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.


DRUG FAIR: Wins Interim Approval for Closing Sales for 23 Stores
----------------------------------------------------------------
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized, on an interim basis, Drug Fair Group,
Inc., and its debtor-affiliates:

   a) to close certain retail stores:

   b) to conduct store closing sales at 23 store locations free
      and clear of liens until May 31, 2009;

   c) to enter into an agency agreement providing for the
      liquidation of merchandise inventory and other assets with
      Hudson Capital Partners, LLC, and grant the agent liens;

   d) abandon certain property at the conclusion of the store
      closing sales.

The assets to be sold at the going out of business sales consist
of all "front-end" finished goods inventory owned by the Debtors
at stores that, after extensive prepetition efforts to procure
bids for the sales of stores as a going concern, did not generate
any offers.

Hudson has guaranteed that the Debtors will recover 44% of the
cost of the merchandise to be included in the sales.  The Debtors
expect to complete the store closing sales by May 31.

A final hearing with respect to the guidelines will be held on
April 1, 2009, at 3:00 p.m.  All objections to the sale guidelines
must be files with the Court prior to March 30, 2009.

The store closing sales at the closing stores will provide an
efficient means for the Debtors to dispose of the merchandise and
other assets.

                    About Drug Fair Group, Inc.

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc. operates pharmacies in 46
locations and general merchandise stores in 12 locations in
northern and central New Jersey.  Founded in 1954, the Company has
two divisions: Drug Fair and Cost Cutters.  The Drug Fair division
includes stores which sell both pharmaceuticals and general
merchandise and the Cost Cutters division which are larger format
stores that offer value-oriented, general merchandise.

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.


DRUG FAIR: Can Hire Epiq Bankruptcy as Notice and Claims Agent
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Drug Fair Group, Inc., and its
debtor-affiliates to employ Epiq Bankruptcy Solutions, LLC, as
notice and claims agent.

Epiq is expected to:

   a) maintain and update the master mailing list of creditors;

   b) gather data in conjunction with the preparation of the
      Debtors' schedules of assets and liabilities and statements
      of financial affairs;

   c) track and administer claims;

   d) perform solicitation and balloting services; and

   e) perform other administrative tasks pertaining to the
      administration of Chapter 11 cases, as may be requested by
      the Debtors or the Clerk's Office.

Daniel C. McElhinney, executive director of Epiq, told the Court
that the firm will be paid for the services in the terms of the
service agreement.

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

A full-text copy of the services agreement is available for free
at: http://bankrupt.com/misc/epiqservicesagreement.pdf

                    About Drug Fair Group, Inc.

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

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.


FAIRPOINT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Charlotte, North Carolina-based local telecommunications carrier
FairPoint Communications Inc., including the corporate credit
rating, which S&P lowered three notches to 'B' from 'BB'.  At the
same time, S&P removed the ratings from CreditWatch with negative
implications, where they had been placed on March 12, 2009, due to
heightened concern about elevated line losses and near-term
liquidity.  The outlook is negative.  At Dec. 31, 2008, the
company had $2.5 billion of funded debt outstanding.

S&P also lowered the senior secured bank loan rating to 'B' from
'BB+'.  The '2' recovery rating on the loan indicates expectations
for substantial (70%-90%) recovery in the event of payment
default.  In addition, S&P lowered the rating on the company's
unsecured notes to 'CCC+' from 'B+'.  The recovery rating on the
notes is '6', indicating expectations for negligible (0%-10%)
recovery in the event of default.

"The downgrade reflects Standard & Poor's expectation for a near-
term tightening of FairPoint's liquidity in light of cash
requirements during the first half of 2009," said Standard &
Poor's credit analyst Catherine Cosentino, "and an anticipated
limited cushion under the company's financial maintenance
covenants."  Although S&P expects both profitability and liquidity
to improve somewhat in the second half of the year as one-time
expenses roll off, S&P also has longer term concerns about the
company's business prospects due to high access-line losses.


FATIMA ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Fatima Enterprises, LLC
        P.O. Box 175
        Mango, FL 33550-0175

Bankruptcy Case No.: 09-04516

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Scott D Stamatakis, Esq.
                  13902 N. Dale Mabry Highway, Suite 300
                  Tampa, FL 33618
                  Tel: (813) 282-9330
                  Fax: (813) 282-8648
                  Email: bkemidfl@stlawfirm.net

Total Assets: $1,945,502.00

Total Debts: $7,926,222.68

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

          http://bankrupt.com/misc/flmb09-04516.pdf

The petition was signed by Arifur Patwary, Managing Member of the
company.


FIBERVISIONS DELAWARE: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Duluth, Georgia-based FiberVisions
Delaware Corp.  The outlook is stable.

S&P raised the rating on FiberVisions' $90 million first-lien term
loan facilities to 'BB-' (now two notches above the corporate
credit rating) from 'B+' and revised the recovery ratings to '1'
from '2', indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.  The ratings on the
$20 million second-lien term loan remain unchanged.  The $20
million second-lien term loan is rated 'B', the same as the
corporate credit rating, with a recovery rating of '4', indicating
S&P's expectation for average (30%-50%) recovery in the event of a
payment default.

"The affirmation of the corporate credit rating reflects the
company's stable performance and reduced debt leverage," said
Standard & Poor's credit analyst James Siahaan.

Despite the weakness in the economy, volume declines in the
company's market segments have been relatively modest, and
operating performance in 2009 is not expected to deteriorate
significantly.

The upgrade of the first-lien facilities reflects the substantial
reduction of the outstanding balance under the facilities.  The
company repaid its first-lien term loan by approximately
$10 million in 2008 and has since repaid an additional
$3.9 million in January of 2009.  The company also repaid
$1.0 million of its second-lien term loan balance in February of
2009.  The lower debt outstanding under the first-lien facilities
improves the recovery prospects of first-lien creditors in the
event of a default scenario.

The rating on FiberVisions reflects a vulnerable business risk
profile with limited growth, exposure to technology changes in the
nonwoven fibers industry, and meaningful customer concentrations.
The rating also reflects a highly leveraged financial position.
Additional sources of concern include the company's narrow focus
on the niche polyolefin staple fiber market and weak profit
margins derived from its participation in this fragmented and
competitive industry.  FiberVisions' leading market share in
staple fibers, good geographical diversification through plant
locations on three continents, and moderate end-market diversity
mitigate these factors.

FiberVisions is a leading producer of polypropylene staple fibers
with about $330 million in annual sales.


FIRST METALS: Wins Extension for Proposal Under BIA in Canada
-------------------------------------------------------------
First Metals Inc. has obtained an extension, until April 17, 2009,
to file a proposal under the Bankruptcy and Insolvency Act in
Canada with the Official Receiver. The extension was sought by
First Metals to permit ample time to complete a viable proposal.

First Metals announced on January 7, that it had filed a Notice of
Intention to Make a Proposal under the Bankruptcy and Insolvency
Act.  The filing was made to facilitate First Metal's ability to
implement a restructuring plan.  On February 6, 2009, First Metals
obtained a Court Order for an original extension, until March 23,
2009, to file a proposal with the Official Receiver.

As a result of these proceedings, First Metals will not be in a
position to file its December 31, 2008 audited financial
statements by March 31, 2009 as required. It is anticipated the
December 31, 2008 audited financial statements will be filed once
the proposal has been formally accepted.  After March 31, First
Metals will comply with the alternative information guidelines set
out in National Policy 12-203, and will issue bi-weekly press
releases until the December 31, 2008 audited financial statements
have been filed, to keep shareholders and others informed of
significant events in relation to the filing of its audited
financial statements.

First Metals Inc. has approximately 42.8 million shares issued and
outstanding.

Based in Toronto, Ontario, First Metals Inc. --
http://www.firstmetalsinc.com-- produces Copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit , located approximately 1.2 km from the
Fabie Mine The Company has approximately 42.8 million shares
issued and outstanding.


FLEETWOOD ENTERPRISES: Kurtzman Carson Approved as Claims Agent
---------------------------------------------------------------
The Hon. Meredith A. Jury the United States Bankruptcy Court
for the Central District of California authorized Fleetwood
Enterprises Inc. and its debtor-affiliates to employ Kurtzman
Carson Consultants LLC as their claims and noticing agent.

KCC has agreed to:

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

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

      -- a notice of the claims bar date;

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

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

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

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

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

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

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

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

      -- asserted amount and classification of the claim.

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

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

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

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

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

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

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

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

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

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

   o) provide temporary employees to process claims as necessary;

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

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

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

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

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

Headquartered Riverside, California, Fleetwood Enterprises, --
http://www.fleetwood.com-- produces recreational vehicles and
manufactured homes.  The Debtors have about 9,000 associates
working in facilities strategically located throughout the nation.
The Company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., atGibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FLEETWOOD ENTERPRISES: Section 341(a) Meeting Set for May 27
------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
creditors of Fleetwood Enterprises Inc. and its debtor-affiliates
on May 27, 2009, at 9:30 a.m., at 3420 Twelfth Street in Room
100B, in Riverside, California.

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.

Headquartered Riverside, California, Fleetwood Enterprises, --
http://www.fleetwood.com-- produces recreational vehicles and
manufactured homes.  The Debtors have about 9,000 associates
working in facilities strategically located throughout the nation.
The company and 19 of its affiliates filed for Chapter 11
protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No.
09-14254).  Craig Millet, Esq., atGibson, Dunn & Crutcher LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc.
as consultant, and Greenhill & Co. LLC as financial advisor.


FOOTHILLS RESOURCES: Taps Cole Schotz as Delaware Counsel
---------------------------------------------------------
Foothills Resources, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authority to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as their Delaware counsel, nunc
pro tunc to February 11, 2009.

Cole Schotz will represent the Debtors in proceedings and hearings
in the Bankruptcy Court, prosecute and defend litigation matters,
and perform other legal services as may be requested by the
Debtors.

Cole Shotz's professionals currently bill:

                           Hourly Rate
                           -----------
     Members                $380-$675
     Associates             $240-$385
     Paralegals             $145-$215

Prepetition, Cole Schotz has received a $75,000 retainer from the
Debtors for the planning, preparation of documents and its
proposed postpetition representation of the Debtors.  Of this
amount, $21,694 was applied to pay prepetition fees and expenses
incidental to the preparation and filing of the Debtors' cases and
$4,156 for filing fees.

Norman L. Pernick, a member at Cole Schotz, assures the Court that
the firm does not represent any interest adverse to the Debtors or
their estates, and that the firm is a "disinterested person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

                    About Foothills Resources

Foothills Resources, Inc., is an oil and gas exploration company
engaged in the acquisition, exploration and development of oil and
natural gas properties.  The company's operations are primarily
through its wholly owned subsidiaries, Foothills California, Inc.,
Foothills Texas, Inc. and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources, Inc. and its wholly
owned subsidiaries, Foothills California, Inc., Foothills
Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary
petitions for reorganization relief under Chapter 11 (Bankr. D.
Del. Case No. 09-10453).  Judge Christopher S. Sontchi handles
the Chapter 11 cases.  The Debtors tapped Akin Gump Strauss
Hauer & Feld LLP as lead bankruptcy counsel.  The Garden City
Group Inc. is the Company's claims agent.  In its bankruptcy
petition, Foothills estimated assets and debts of between
$50 million and to $100 million each.


FORD MOTOR: CEO Takes 30% Pay Cut, Directors Waive Cash Pay
-----------------------------------------------------------
Ford Motor Company, seeking shareholder approval to issue common
stock related to its recent agreement with the United Auto Workers
and the Voluntary Employee Beneficiary Association (VEBA), has
filed with the U.S. Securities and Exchange Commission a
preliminary notice regarding its 2009 Annual Meeting of
Shareholders.

Ford is requesting this approval to facilitate the previously
announced option permitting the Company to meet up to 50% of its
cash obligations to the VEBA by contributing common stock.

Included in the proxy are details of compensation changes Ford has
made to decrease costs and conserve cash in response to the
difficult global economic climate.

Among the changes approved by the company and its Board of
Directors:

     -- A 30%reduction in President and CEO Alan
        Mulally's salary for 2009 and 2010,

     -- Elimination of 2009 merit increases for salaried
        employees in the U.S. and most other global markets,

     -- Elimination of Annual Incentive Compensation Program
        bonuses for 2008 and 2009 performance periods for global
        salaried employees, and

     -- No cash compensation for members of Ford's Board of
        Directors in 2009.

"Ford is acutely aware that current economic conditions have had a
significant adverse impact on our shareholders, customers,
dealers, employees and other stakeholders," the Company said in
the preliminary proxy.  "We do not view these actions as merely
symbolic, but as a necessary step in the restructuring of our
business in which all our stakeholders have been asked to
participate."

The proxy also provides details of total 2008 compensation for
five named executive officers, with the amounts shown in the proxy
statement for stock and option awards representing amounts the
company is required to expense under applicable accounting rules -
- not actual compensation received by the named executive officer.
Any such compensation will be determined by future company and
stock price performance.  Total 2008 compensation for the five
current named executive officers is:

     -- Mr. Mulally earned $2,000,000 in salary and no bonus in
        2008.  His total cash compensation -- salary and bonus
        (including non-equity incentive plan compensation) --
        declined 78% from the prior year.  Mr. Mulally's total
        listed compensation -- including the amount the Company
        expensed in 2008 for the value of long-term stock options
        and another stock-based awards -- declined 37% to
        $13,565,378;

     -- Lewis Booth, Ford executive vice president and chief
        financial officer, earned $1,075,000 in salary and no
        bonus in 2008.  His cash compensation declined 66%.  His
        total listed compensation -- including the amount the
        Company expensed in 2008 for the value of long-term stock
        options and other stock-based awards -- declined  54% to
        $4,740,669.

     -- Mark Fields, Ford executive vice president and president,
        The Americas, earned $1,300,000 in salary and no bonus in
        2008.  His cash compensation declined 68%.  His total
        listed compensation -- including the amount the Company
        expensed in 2008 for the value of long-term stock options
        and other stock-based awards -- declined 42% to
        $4,829,298.

     -- Jim Farley, Ford group vice president, Marketing and
        Communications, earned $700,000 in salary.  He also
        received a bonus award of $660,000 related to a 2007
        employment agreement to attract him from Toyota and
        offset the value of certain compensation he was
        forfeiting there.  His total listed compensation --
        including the amount the company expensed in 2008 for the
        value of long-term stock options and other stock-based
        awards -- was $2,648,398.

     -- David Leitch, Ford group vice president, General Counsel,
        earned $850,000 in salary and received a bonus of
        $150,000 related to a retention award granted him in 2006.
        His total listed compensation -- including the amount the
        Company expensed in 2008 for the value of long-term stock
        options and other stock-based awards -- was $2,620,783.

The Company's Annual Meeting is scheduled for 8:30 a.m., Eastern
time, on May 14 at the Hotel du Pont, 11th and Market Streets,
Wilmington, Delaware.

                          About Ford Motor

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

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

                           *     *     *

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

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


FORD MOTOR: S&P Says Debt Exchanges Won't Affect its 'CC' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating and other ratings on Ford Motor Co. (CC/Negative/--) are
not immediately affected by Ford's status update on recent debt
tender offers.  The offers for Ford debt are being conducted by
Ford Motor Credit Co. (Ford Credit), with the exception of a
conversion offer for convertible notes, which is being conducted
by Ford.  The counterparty credit ratings and issue-level ratings
on Ford Credit (CCC+/Negative/--) and FCE Bank PLC (B-/Negative/
--) remain unchanged.

S&P considers the pending tender offers as distressed exchanges
and, as such, tantamount to a default under its criteria.  Upon
completion of the first tender offer -- which S&P believes will be
the term loan transaction by the end of the first quarter -- S&P
will lower Ford's corporate credit rating to 'SD' (selective
default) and lower each exchanged issue rating to 'D' as each
tender offer is completed.

Shortly after all tender offers have been completed, S&P will
assign a new corporate credit rating on Ford based on S&P's
assessment of the company's new capital structure and liquidity
profile, while taking into account its business prospects and
other relevant rating considerations, including the effect of any
assistance the U.S. government provides.  Ford is not seeking
government loans but has requested a standby credit line of up to
$9 billion to protect its liquidity against further market
deterioration.

S&P currently expects to assign this new corporate credit rating
to Ford in the first half of April.  S&P's preliminary expectation
is that, even with this debt reduction, the corporate credit
rating would likely not rise above the 'CCC' category immediately
following the consummation of a debt exchange.  S&P recognizes
that the post-exchange capital structure will result in lower debt
and interest costs.  However, S&P believes many fundamental
business risks would remain unchanged for at least the rest of
2009 and perhaps longer, most notably the company's exposure to
deteriorating vehicle demand globally, but also the substantial
execution risk of the company's ongoing restructuring.

By S&P's calculation, annual interest savings would be about
$560 million based on the amount of debt tendered thus far, and
assuming all of the 4.25% senior convertible notes are exchanged.
Ford Credit will use $1 billion of cash to purchase and retire the
$2.2 billion principal amount of term loan debt.  S&P expects this
transaction to close by the end of the first quarter.  Ford
indicated that the $1.3 billion tender offer for its unsecured,
non-convertible debt has received $3.4 billion of offers through
the early tender period, but this offer will remain open until
April 3, 2009.  The Ford offer of a combination of equity and cash
to holders of the company's 4.25% senior convertible notes due
2036 will also remain open until April 3.

Ford indicated that all debt acquired by Ford Credit through the
tender offers will be retired.  Previously, Ford said it intended
to defer future interest payments on the 6.5% convertible trust
preferred securities issued by Ford Motor Co. Capital Trust II.


FREMONT GENERAL: Plan Filing Period Extended to April 10
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Fremont General Corp.'s exclusive period to file a plan
to April 10, 2009, and its exclusive period to solicit acceptances
of the said plan to July 9.

The Company has been granted prior extensions of its exclusive
periods.  A hearing is presently scheduled for April 9 to address
the company's request for an extension of its exclusive period to
file a plan through April 30.

                      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 Brian M. Metcalf, 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.


FRONTIER COMMUNICATIONS: Moody's Keeps 'Ba2' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed Frontier Communications
Company's Ba2 corporate family rating with a stable outlook, along
with the SGL-1 short term liquidity rating.

Frontier's Ba2 corporate family rating reflects the company's
relatively high debt levels for a wireline telecommunications
company and the continuing downward pressure on its revenue and
cash flow.  Alternatively, the ratings and the outlook benefit
from the stability of the Company's operations, and management's
commitment to devote free cash flow to debt repayment and drive
towards 3.5x total debt-to-EBITDA leverage.  Moody's notes
however, that the Company would need to reduce debt by about
$500 million to reach its stated leverage target of 3.5x, which
may be difficult to attain over the rating horizon, given its
current free cash flow generation (after dividends).

Moody's views Frontier as being weakly positioned in the Ba2
rating category, especially as its debt increased by roughly
$242 million in pension underfunding at year-end 2008.  This
placed certain of the Company's financial metrics beyond Moody's
stated downgrade thresholds.  In Moodys' view, the pension
liability swing is unlikely to be the sole driver of rating
changes, as Moody's considers the Company's full capitalization
and liquidity profile in the rating analysis.  Nevertheless, if
Frontier does not continue to reduce leverage to levels more
commensurate with a Ba2 rating, there will be downward pressure on
the outlook and rating.

Frontier' SGL-1 rating reflects the company's very good liquidity
profile, supported by its strong cash flow from operations in
relation to its moderating capital investment needs and modest
near term debt maturities of under $4 million in 2009 and about $7
million in 2010.  Moody's also notes that the company will need to
make contributions of about $20 million to its pension plan
starting in 2010 to cover the funding deficiency if asset values
do not recover in 2009.

Moody's most recent rating action for Frontier was on September 7,
2007. At that time Moody's upgraded the Company's liquidity
assessment to SGL-1 from SGL-2.

Frontier Communications (formerly Citizens Communications) is an
RLEC providing wireline telecommunications services to
approximately 2.3 million access lines in primarily rural areas
and small- and medium-sized cities.  The company is headquartered
in Stamford, CT.


GENERAL GROWTH: Rouse Unit Extends Exchange Offer to March 27
-------------------------------------------------------------
General Growth Properties, Inc., said its subsidiary, The Rouse
Company LP, has extended the expiration date for its consent
solicitation to 5:00 p.m., New York City time, on March 27, 2009.

In the solicitation, TRCLP is seeking consents from the holders of
TRCLP's unsecured notes -- five series with an aggregate
outstanding principal amount of approximately $2.25 billion at
December 31, 2008 -- to forbear from exercising remedies with
respect to various payment and other defaults under the TRCLP
Notes through December 31, 2009.

As of 5:00 p.m. on March 20, 2009, consents had been validly
delivered (and not validly revoked) with respect to these amounts
of TRCLP Notes:

   3.625% Notes due 2009:    $165,801,000    42.0%
   8% Notes due 2009:        $134,784,000    67.4%
   7.20% Notes due 2012:     $340,058,000    85.0%
   5.373% Notes due 2013:    $310,930,000    69.1%
   6 3/4 Notes due 2013:     $625,410,000    79.5%

"In light of the fact that during the initial extension of the
consent solicitation, we received an increased level of consents
from bondholders in all series and due to difficulties that we
understand some holders experienced in obtaining the consent
solicitation materials, we have decided to extend the solicitation
for an additional period," said Adam Metz, CEO.  "We continue to
believe that giving the Company time to work with its creditors to
develop a comprehensive restructuring plan without the threat and
distraction of ongoing defaults is in the best interests of the
Company and all of its constituencies."

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

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

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

                         *     *     *

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


GENERAL MOTORS: Still Trying to Convince Bondholders on Debt Swap
-----------------------------------------------------------------
General Motors Corp. is still trying to convince bondholders to
swap debt for equity.  Bondholders have expressed apprehension
about accepting the offer to swap debt valued at $27.5 billion for
$9.2 billion and equity in the Company, on concerns that GM's
viability plan submitted to the Treasury on February 17 won't keep
it out of bankruptcy.

As reported by the TCR on March 23, in a letter to Treasury
Secretary Timothy Geithner and representatives of the auto task
force, the bondholder group's advisors Houlihan Lokey Howard &
Zukin Capital, Inc., and Paul, Weiss Rifkind, Wharton & Garrison,
LLP, said,  "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)."

The advisers have also expressed disappointment that the proposals
they presented on March 5 got no response from the task force or
GM.  They insist that their counterproposal provides the best
chance of completing the out-ofcourt restructuring desired by all
parties by securing the necessary high level of acceptance among
GM's bondholders.

Bloomberg quoted GM spokesperson Renee Rashid-Merem as saying, "GM
remains in discussions with advisers to the ad hoc bondholder
committee in efforts to reach an agreement on the bond exchange."

Citing GM CEO Rick Wagoner, Jeff Green at Bloomberg reports that
GM's survival isn't certain until it has completed talks with the
United Auto Workers and bondholders about cutting debt by about
$28.5 billion.  According to the report, Mr. Wagoner said that
failure of those negotiations would drag GM into bankruptcy or
liquidation.

Mr. Wagoner said that if GM survives, it won't resemble the money-
losing firm that made him go to Congress to seek for financial
assistance, Bloomberg states.  The report quoted him as saying,
"GM will be leaner and more flexible.  We're going to have moved
significantly to lean out our cost structure and address things
that have been competitive disadvantages for years....  This is
really, in substance, about re-inventing General Motors."

Citing Mr. Wagoner, Bloomberg relates that running GM after the
global bailout will be complicated because the loans in various
countries would require that the money be kept within national
borders.

Mr. Wagoner, according to Bloomberg, said that regardless of
ownership changes in units, GM the will expand plans to have
multiple models share engineering designs that allow those units
to be built and sold around the world for less cost.

GM's German unit, Opel, may be insolvent in April, Bloomberg
states.  GM said that it may be willing to give up control of Opel
to the European government for financial support, according to the
report.

GM will cut structural costs from $53 billion to $40 billion by
2010 and maintain that level until at least 2014, Bloomberg
states, citing Mr. Wagoner.

                       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.


GRAY TELEVISION: S&P Puts 'B-' Corporate Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Gray
Television Inc., including the 'B-' corporate credit rating, on
CreditWatch with negative implications.  The Atlanta, Georgia-
based TV broadcasting company had total outstanding debt of
$800.4 million as of Dec. 31, 2008.

The CreditWatch listing follows Gray's announcement that it
intends to seek an amendment and/or waiver of certain senior
credit facility covenants, including the leverage covenant, for
certain compliance periods beginning on or after March 31, 2009.

S&P views Gray's cushion of leverage covenant compliance (at
Dec. 31, 2008) as very thin.  The leverage ratio was 7.15x (using
eight quarters' average operating cash flow, as defined in the
bank agreement), compared with a 7.25x covenant.  The covenant
tightens to 7.00x on Dec. 31, 2009.

Despite improving EBITDA in the fourth quarter and full year of
2008, Gray is facing a liquidity squeeze because of its thin
margin of covenant compliance and declining ad revenue due to the
recession.  The company derives its liquidity from small cash
balances, discretionary cash flow (which S&P expects to decline
significantly in 2009), and its undrawn $100 million revolving
credit facility (which S&P estimates had minimal availability of
about $11 million as of Dec. 31, 2008, because of the tight
covenant headroom).  The company's bank facility is its major
funding source.  The term loan amortizes 1% per annum.  The
company has suspended its common stock dividend, and the Jan. 15,
2009 dividend on its series D perpetual preferred stock was not
funded.

"In resolving the CreditWatch listing, S&P will assess the terms
of any waiver or amendment to the senior credit facility
covenants, and the effect on Gray's credit metrics and liquidity
position," said Standard & Poor's credit analyst Deborah Kinzer.
"If it appears to us that the company will be unable to obtain an
amendment -- or if the amendment/waiver does not provide enough
covenant headroom, in our view, to prevent another potential
violation in the coming quarters -- S&P will lower the corporate
credit rating."


GREENBRIER HOTEL: Court Sets May 13 As General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
established by May 13, 2009, as the last day of creditors in
Greenbrier Hotel Corporation and its debtor-affiliates' Chapter 11
cases to file proofs of claim that arose prior to March 19, 2009.

The Court has also set Sept. 15, 2009, as the governmental unit
claims bar date.

Proof of Claim Form, together with accompanying documentation,
must be delivered to Kurtzman Carson Consultants, LLC not later
than 4:00 p.m. (prevailing Pacific Time) on each of the Bar Dates
to:

     Greenbrier Hotel Corporation Processing Center
     c/o Kurtzman Carson Consultants, LLC
     1335 Alaska Avenue
     El Segundo, CA 90245

For questions regarding the Bar Dates, claimants may
contact the claims agent at:

     Kurtzman Carson Consultants, LLC
     2335 Alaska Avenue
     El Segundo, California 90245
     Tel: 866-381-9100

                About Greenbrier Hotel Corporation

Based in White Sulphur Springs, West Virginia, The Greenbrier
Hotel Corporation -- http://www.greenbrier.com-- fka CSX Hotels,
Inc., The White Sulphur Springs Co. is a wholly owned subsidiary
of The Greenbrier Resort and Management Corporation, which is
wholly owned by CSX Corporation.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09-
31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.  The Debtors propose to employ Huddleston Bolen LLP as
corporate counsel; Dinsmore & Shohl LLP as special labor counsel;
Kurtzman Carson Consultants LLC as claims agent.  The Debtors
listed estimated assets of $50 million to $100 million and
estimated debts of $100 million to $500 million.


GREENBRIER HOTEL: Court Approves KCC as Claims and Noticing Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Greenbrier Hotel Corporation and its debtor-affiliates
to employ Kurtzman Carson Consultants LLC as claims, noticing, and
balloting agent.

KCC is expected to:

   i) distribute required notices to parties-in-interest;

  ii) receive, maintain, docket, and otherwise administer the
      proofs of claims filed in these chapter 11 cases;

iii) tabulate acceptances and rejections of the Debtors'
      Chapter 11 plan; and

  iv) provide other administrative services that the Debtors, the
      Clerk of Court, or the Court may require.

In addition, KCC is expected to assist it with:

   a) the preparation of the master creditor list and any
      amendments thereto;

   b) acting as solicitation and disbursing agent in connection
      with the chapter 11 plan process; and

   c) providing technical support in connection with these tasks.

Michael F. Frishberg, vice president of Corporate Restructuring
Services, tells the Court that the Debtors agreed to employ KCC
under an evergreen retainer of $25,000.

The Debtors will compensate and reimburse KCC in accordance with
the payment terms, procedures, and conditions set forth in the KCC
Agreement for services rendered and expenses incurred in
connection with this case.

A full-text copy of the Services Agreement is attached in the
Debtors' motion as Exhibit 1 (page 16) and is available for free
at: http://bankrupt.com/misc/greenbrierhotel_claimsagent_app.pdf

                About Greenbrier Hotel Corporation

Based in White Sulphur Springs, West Virginia, Greenbrier Hotel
Corporation -- http://www.greenbrier.com-- fka CSX Hotels, Inc.,
The White Sulphur Springs Co. is a wholly owned subsidiary of The
Greenbrier Resort and Management Corporation, which is wholly
owned by CSX Corporation.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09-
31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.  The Debtors propose to employ Huddleston Bolen LLP as
corporate counsel; Dinsmore & Shohl LLP as special labor counsel;
Kurtzman Carson Consultants LLC as claims agent.  The Debtors
listed estimated assets of $50 million to $100 million and
estimated debts of $100 million to $500 million.


GREENBRIER HOTEL: Court OKs Non-Appointment of Creditors Committee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved Greenbrier Hotel Corporation and its debtor-affiliates'
request to not appoint a committee of unsecured creditors.

The Debtors asserted that the appointment is not in the best
interest of the Debtors' estates, their creditors, and other
parties-in-interest.  Given the relatively small amount of
outstanding non-insider debt in Greenbrier's cases cases, the
financial burden on the Debtors' estates caused by the appointment
of unsecured creditors would substantially outweigh any benefit.

The Debtors relate that they are "small business debtors".  The
Debtors have aggregate non-contingent liquidated secured and
unsecured debt, excluding any debt owed to affiliates and
insiders, in the approximate amount of $1.9 million, and the U.S.
Trustee has not appointed a committee of unsecured creditors.

                         "Small Business"

According to Bloomberg's Bill Rochelle, while the Company owes $91
million to parent CSX Corp. and has a hotel with 700 rooms, among
other things, the Company only owes $1.9 million to third parties,
technically qualifying it as a "small business".  Bloomberg
relates that bankruptcy law says that a company in Chapter 11 with
less than $2.2 million owing to third parties is a small business.

The bankruptcy judge made the move in order to avoid the costs of
having a committee.  The judge, however, said that he may consider
his ruling if any creditor would object.  Bill Rochelle said the
hotel's labor union conceivably could object, given that the
primary purpose of the case arguably is to terminate
the existing collective-bargaining agreement.

The Bankruptcy Court has entered an interim order allowing
Greenbrier to borrow $4 million from CSX.  The Court will consider
approval for the complete $19 million secured financing from CSX
at a hearing on April 8.

Greenbriewr has signed an Asset Purchase Agreement with Marriott
Hotel Services, Inc. for the sale of The Greenbrier, subject to
substantial conditions.  "A sale to Marriott would be a great
outcome for everyone associated with The Greenbrier," said Michael
Gordon, president and managing director of the resort.

The agreement with Marriott contemplates that CSX would provide
$50 million, through an affiliate, to be used in the operation of
the resort after completion of the sale.  These funds would be
paid over a two-year period following the closing of the
transaction.  In turn, Marriott would pay GHC between $60 million
and $130 million within approximately seven years, with the actual
amount depending on the timing of the payment and The Greenbrier s
financial performance.

The transaction, which is not expected to be completed until later
in the year, is contingent on the ability of The Greenbrier and
its unions to negotiate labor contracts that are satisfactory to
Marriott as The Greenbrier competes in a very difficult market
environment.  It is also subject to a court-supervised auction
process in which other qualified purchasers will have an
opportunity to bid on the resort. Marriott would assume management
responsibility for the resort as soon as the transaction is
closed.

                   About Greenbrier Hotel Corp.

Greenbrier Hotel Corp., owns the Greenbrier Hotel in White Sulfur
Springs, West Virginia.  The hotel has 700 rooms, three golf
courses, tennis courts and a spa.  The Greenbrier
Hotel Corporation -- http://www.greenbrier.com-- is a wholly
owned subsidiary of The Greenbrier Resort and Management
Corporation, which is wholly owned by CSX Corporation.

Greenbrier and five affiliates filed for Chapter 11 on March 19,
2009 (Bankr. E.D. Virg., Lead Case No. 09-31703). Dion W. Hayes,
Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP, in New
York, have been tapped as bankruptcy counsel.  Huddleston Bolen
LLP, and Dinsmore & Shohl LLP, are corporate counsel and special
labor counsel, respectively.  Kurtzman Carson Consultants LLC has
been hired as claims and noticing agent.  The Company estimated
assets of $50 million to $100 million and debts of $100 million to
$500 million.


HERBST GAMING: Section 341(a) Meeting Scheduled for April 27
------------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
creditors of Herbst Gaming Inc. and its debtor-affiliates on
April 27, 2009, at 2:00 p.m., at Young Bldg., Room 2110.

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.

Headquartered in Reno, 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 Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  As of September 30, 2008,
the Debtors have $1,021,956,000 in total assets and $1,241,937,000
in total debst.


HERBST GAMING: Proposes XRoads Case as Claims and Noticing Agent
----------------------------------------------------------------
Herbst Gaming Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Nevada for permission to
employ XRoads Case Management Services LLC as their claims and
noticing agent.

The firm will assist the Debtors and their counsel in preparing
the necessary filings to be made to the Court and the United
States Trustee and in performing certain other necessary
bankruptcy compliance and administrative functions.  Specifically,
the firm will assist the Debtors in the preparation of their (i)
schedules of assets and liabilities and statement of financial
affairs; (ii) initial package for the United States Trustee; and
(iii) monthly operating reports, among other things.

The firm's hourly rates for consulting services are:

   Designation                 Hourly Rate
   -----------                 -----------
   Principal                      $295
   Managing Director              $265
   Senior Consultant/Director  $185-$245
   Consultant                  $125-$185
   Programming and Technical
      Support                  $110-$185
   Clerical                     $40-$60

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

Headquartered in Reno, 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 Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  As of September 30, 2008,
the Debtors have $1,021,956,000 in total assets and $1,241,937,000
in total debst.


HERBST GAMING: Wants to Access Lenders' Cash Collateral
-------------------------------------------------------
Herbst Gaming Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Nevada for authority
to access cash securing repayment of secured loans to Wilmington
Trust Company, Lehman Commercial Paper Inc., Wachovia Bank NA, US
Bank NA, Lehman Brothers Inc. and Wachovia Capital Markets LLC.

The Debtors and WTC, et al., are parties to a certain credit,
security, and pledge agreement; and associated security and
guaranty documents dated January 3, 2007, pursuant to which the
lenders made loans to Herbst prepetition.

The Debtors propose to use cash collateral to fund ordinary
operating disbursements.  The Debtors say they could not meet
their ongoing postpetition obligations unless they have the
immediate ability to use cash on hand, deposit accounts and
postpetition cash.  Absent of access to cash collateral will have
immediate and irreparable harm to their estate and their
creditors, the Debtors note.

The Prepetition Lenders will be granted security interest in the
prepetition collateral, as adequate protection.  In addition, they
will also receive adequate protection payments from the Debtors.

The cash collateral contains appropriate events of default
including failure to meet several case milestones, among other
things (i) order entered by the Court approving a disclosure
statement within 60 days of the Debtors' bankruptcy filing and
(ii) confirmation of the plan within 120 days of the Debtors'
bankruptcy filing.

Headquartered in Reno, 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 Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  As of September 30, 2008,
the Debtors have $1,021,956,000 in total assets and $1,241,937,000
in total debst.


INDALEX HOLDINGS: Blames Demise on Housing Market Collapse
----------------------------------------------------------
Bankruptcy Law360 says Indalex Holdings Finance Inc. filed for
Chapter 11 bankruptcy protection citing a steep decline in demand
for customized aluminum due to the collapse of the housing market
as well as a drop in the price of the metal.

Indalex Finance named four American subsidiaries as part of the
bankruptcy, filed in the U.S. Bankruptcy Court for the District of
Delaware.

On March 4, 2009, Indalex Holding Corp. received a notice of an
event of default under the Indenture from the Trustee.  Upon an
event of default, the Trustee or holders of at least 25% in
principal amount outstanding of the 11-1/2% Notes may declare the
principal of and accrued but unpaid interest on the 11-1/2% Notes
to be due and payable immediately.  As of that date, the Company
has not received an acceleration notice from the Trustee or from
holders of 25% in principal amount outstanding of the 11-1/2%
Notes.

On March 6, 2009, Indalex Holdings Finance, Indalex Holding Corp.,
Indalex Limited, the subsidiaries of Indalex Holding Corp. party
thereto, JPMorgan Chase Bank, N.A., as administrative agent and a
lender, and the other lenders party thereto, entered into
Amendment No. 2, Waiver and Agreement to the Amended and Restated
Credit Agreement, dated as of May 21, 2008.  The lenders agreed to
waive the condition precedent to the making of any revolving loan
under the Amended Credit Agreement that no default will have
occurred and be continuing, solely with respect defaults arising
directly as a result of:

   (i) the failure of the borrowers to make the semi-annual
       interest payment on Indalex Holding Corp.'s 11-1/2%
       Second-Priority Senior Secured Notes due 2014;

  (ii) the failure of the borrowers to comply with the minimum
       fixed charge coverage ratio covenant in the Amended Credit
       Agreement;

(iii) the failure by the borrowers to make prepayments required
       to be made when the revolving loans exceed the borrowing
       base less an availability block of $15.0 million; and

(iv) the failure by the borrowers to make the scheduled
     interest payment on the initial term loan and the
     incremental term loan made by an affiliate of Sun Capital
     Partners, the Company's equity sponsor, under the Amended
     Credit Agreement, which were due on February 27, 2009.

The Waiver was set to terminate and expire at the earlier of:

   (i) 11:59 p.m., New York City time, on March 27, 2009,

  (ii) the filing of an involuntary case, action, proceeding or
       petition relating to liquidation or reorganization under
       bankruptcy, insolvency, receivership or similar laws, or
       the appointment of a receiver for a substantial part of
       any borrower's assets;

(iii) the occurrence of any other event of default under the
       Amended Credit Agreement; and

  (iv) acceleration of the 11-1/2% Notes or any other action in
       respect of the enforcement of payment on the 11-1/2% Notes.

Pursuant to the Forbearance Agreement, the aggregate revolving
commitments were reduced by $50.0 million, with a corresponding
reduction in the Canadian sub-cap of $20.0 million.  As a result,
the aggregate amount of loans permitted to be made to Indalex
Holding Corp. under the revolving credit facility may not exceed a
borrowing base comprised of the eligible accounts receivable,
inventory, machinery and equipment and real property of Indalex
Holding Corp. and its wholly owned domestic subsidiaries, subject
to an aggregate total cap, when taken together with loans made to
Indalex Limited, of $150.0 million.  The aggregate amount of loans
permitted to be made to Indalex Limited under the Canadian
revolving credit sub-facility may not exceed a borrowing base
comprised of the eligible accounts receivable, inventory,
machinery and equipment and real property of Indalex Limited and
its wholly owned Canadian subsidiaries, subject to an aggregate
sub-cap of $60.0 million and further subject to an aggregate total
cap, when taken together with loans made to Indalex Holding Corp.,
of $150.0 million.

The Forbearance Agreement also permitted overadvances that would
otherwise exceed availability under the borrowing base formula in
amounts not exceeding $4.7 million in the case of Indalex Holding
Corp. and $1.6 million in the case of Indalex Limited.

The Forbearance Agreement provided for an increase in the
applicable margin for Eurodollar revolving loans and B/A drawings
to 6.25% per annum, and an increase in the applicable margin for
ABR revolving loans, U.S. base rate revolving loans and Canadian
base rate revolving loans to 5.25% per annum.  The Forbearance
Agreement also provides for monthly interest payments on revolving
loans under the Amended Credit Agreement.  Swingline loans may no
longer be made.

The Forbearance Agreement imposed separate availability blocks on
the U.S. portion of the revolving credit facility and Canadian
revolving credit sub-facility such that U.S. revolving loans may
not exceed the domestic borrowing base less an availability block
of $13.0 million, and Canadian revolving loans may not exceed the
Canadian borrowing base less an availability block of
$2.0 million.  The parties further agreed that full cash dominion
is in effect on the date of the Forbearance Agreement.

On and after the date of the Forbearance Agreement, interest
accrued on the Term Loans will be added to the principal balance
of the Term Loans, or paid-in-kind, on each applicable interest
payment date.

The Forbearance Agreement amends the collateral proceeds waterfall
so that the lenders receive proceeds of collateral in respect of
U.S. secured obligations before the proceeds in respect of
Canadian secured obligations.  Pursuant to the Forbearance
Agreement, Indalex Holding Corp.'s obligations under the revolving
credit facility will be guaranteed by the Company, each domestic
subsidiary of Indalex Holding Corp. and certain foreign
subsidiaries of Indalex Holding Corp.  Indalex Holding Corp.'s
obligations under the U.S. portion of the revolving credit
facility and the guarantees thereof will be secured by a first-
priority lien on all of the tangible and intangible assets of
Holdings, Indalex Holding Corp. and each domestic subsidiary of
Indalex Holding Corp., as well as 100% of the capital stock of
Indalex Holding Corp. and the Company's domestic and foreign
subsidiaries, including Indalex Limited, and certain material
assets acquired by domestic and foreign subsidiaries after the
date of the Amended Credit Agreement.

Pursuant to the Forbearance Agreement, the parties agreed to
certain changes in the calculation of the borrowing base.  In
addition, the Company agreed to, among other things: (i) deliver
weekly cash flow information, other financial reports and
borrowing base certificates to the lender and to hold weekly
conference calls with the lenders; (ii) retain a financial advisor
to review and advise the Company's management concerning the
Company's business, finances and condition; and (iii) deliver a
seven-month forecast and a restructuring plan for the Company and
its subsidiaries to the lenders.  The Company agreed, for so long
as any Specified Event of Default or other event of default has
occurred and is continuing, that it will not (subject in each case
to certain exceptions): incur indebtedness; incur liens; make
investments, loans, advances guarantees or acquisitions; sell
certain assets; enter into sale-leaseback transactions; enter into
swap agreements; or make certain restricted payments or pay
certain indebtedness.  The Company further agreed to cooperate
with, and pay reasonable fees and disbursements for, a financial
advisor engaged by the administrative agent in connection with a
review of the business, finances and condition of the Company.

On March 6, 2009, the Company, Indalex Holding Corp., the
subsidiaries of Indalex Holding Corp. party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, entered into Amendment
No. 1 to the Amended and Restated Domestic Security Agreement,
dated as of May 21, 2008, among the Company, Indalex Holding
Corp., the subsidiaries of Indalex Holding Corp. party thereto and
JPMorgan Chase Bank, N.A., as administrative agent, and Amendment
No. 1 to the Canadian Security Agreement, dated as of Februay 2,
2006, among Indalex Holding Corp., Indalex Limited, the subsidiary
parties identified therein and JPMorgan Chase Bank, N.A., as
administrative agent.

Indalex Holding Corp. did not make the $11.4 million interest
payment that was due on February 2, 2009, with respect to its 11-
1/2% Second-Priority Senior Secured Notes due 2014 issued pursuant
to an indenture, dated as of February 2, 2006, with U.S. Bank
National Association, as trustee.  The failure to make the
Interest Payment when due, if such failure continues for 30 days,
constitutes an event of default under Section 6.01(1) of the
Indenture.

                  About Indalex Holdings Finance

Based in Lincolnshire, Illinois, Indalex Holdings Finance, Inc. --
http://www.indalex.com/-- through operating subsidiaries Indalex
Inc. and Indalex Ltd., produce soft alloy aluminum extrusion
products in North America.  The ' aluminum extrusion products are
used throughout industrial, commercial, and residential
applications.  The Company's 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.

The Company and four affiliates filed for bankruptcy on March 20,
2009 (Bankr. D. Del. Case No. 09-10982).  Judge Peter J. Walsh
presides over the case.  Donald J. Bowman, Jr., Esq., and Michael
R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, serve as bankruptcy counsel.  The Debtors' Claims
Agent is Epiq Bankruptcy Solutions LLC.  As of December 31, 2009,
the Debtors had total assets of $365,000,000 and total debts of
$456,000,000.


INDALEX HOLDINGS: Epiq Bankruptcy Approved as Claims Agent
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Indalex Holdings Finance Inc. and its debtor-affiliates
to employ Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.

The firm is expected to:

  a) transmit certain notices to creditors and parties in
     interest in these case;

  b) receive, docket, maintain, photocopy and transmit proofs of
     claim in these cases;

  c) oversee the distribution of solicitation material;

  d) receive, review and tabulate ballots;

  e) assist in the preparation of the Debtors' schedules
     and statements of financial affairs; and

  f) perform other administrative tasks such as maintaining
     creditor lists and mailing addresses.

Daniel C. McElhinney, executive director of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm will be paid for its services in accordance with a
services agreement, which is available for free at:

               http://ResearchArchives.com/t/s?3a92

Headquartered in Lincolnshire, Illinois, Indalex Holdings Finance,
Inc. -- http://www.indalex.com/-- 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.  The company and four of its affiliates
filed for Chapter 11 protection on March 20, 2009 (Bankr. D. Del.
Lead Case No. 09-10982).  Donald J. Bowman, Jr., Esq., at Young,
Conaway, Stargatt & Taylor, represents the Debtors in their
restructuring efforts.  The Debtors proposed Epiq Bankruptcy
Solutions LLC as their claims agent.  As of December 31, 2009,
the Debtors have $365,000,000 in total assets and $456,000,000 in
total debts.


INDALEX HOLDINGS: Gets OK for Cash Collateral, 1st Day Motions
--------------------------------------------------------------
Indalex Holdings Finance, Inc., and each of its four affiliated
U.S. entities, received approval from the U.S. Bankruptcy Court
for the District of Delaware of their cash collateral and other
first day motions, which were submitted as part of their March 20,
2009, voluntary filing for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.

Indalex says the bankruptcy filing does not include the Company's
Canadian operations.  Indalex is working with its lenders and
exploring all options for its Canadian operations, and will advise
of the progress in the coming days.

In approving the motions, the Court authorized Indalex, among
other things, to utilize its cash to maintain ongoing operations
pending a final hearing; to continue salary payments and other
benefits to employees, and to continue to honor customer
practices.

"We are pleased the Court has approved these critical first day
motions, which enable Indalex to continue normal operations
throughout this process and represent an important first step in
our structured, court-supervised reorganization," said Timothy
Stubbs, President and Chief Executive Officer of Indalex Finance.
"We remain confident in the company's ability to use the
protection of bankruptcy to financially restructure our
organization, evaluate our strategic alternatives and maximize the
value of our assets for all of our key stakeholders."

                      Cash Collateral Use

Indalex Holdings and its debtor-affiliates are seeking to use cash
securing repayment of secured loans to their prepetition lenders.

Access to cash collateral will enable the Debtors to pay ordinary
course operating expenses including payments to trade creditors
and funding of payroll, to the extent provided for in the budget.

As adequate protection, the lenders will be granted replacement
liens on all of the right, title and interest of the Debtors
property.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3a93

                      About Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 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.

Indalex is indirectly controlled by private-equity investor
Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005
from Honeywell International Inc. for $425 million.
Indalex is the 12th investment by Boca Raton, Florida-based
Sun Capital to file in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on March
20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J. Bowman,
Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington,
Delaware, has been tapped as counsel.  Epiq Bankruptcy Solutions
LLC is the claims and noticing agent.  In its bankruptcy petition,
Indalex listed assets of $356 million against debt totaling $456
million.


INDEPENDENCE COUNTY: S&P Retains Developing Watch on 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' underlying
rating on Independence County, Arkansas's $29.3 million senior
power revenue bonds remains on CreditWatch with developing
implications.

The county used bond proceeds to fund a run-of-the-river
hydroelectric project, Independence County Hydroelectric, which is
the obligor for bond repayment.  The bonds are not general
obligations of the county but are special obligations secured by
the trust estate that includes the county's interests in the
physical assets, contracts including the power purchase agreement
with the City of Clarksville, Arkansas, and gross receipts.  ACA
Financial Guaranty Corp. insures the senior and subordinated
bonds.

As of this past weekend, the project was able to install the
remaining 10 cap sections on Dam 3.  There are a total of 75 cap
sections.  Once grouting between the sections is finished the
project will seek insurance.

The developing CreditWatch reflects Standard & Poor's view that
the project faces a number of key challenges in the near term, in
particular: the final completion of the cap and insurance of Dam
3; the turbine outage; and depleted liquidity.  If these are not
satisfactorily resolved in 2009 then S&P might lower the rating.
However, if the project resolves these challenges and can
demonstrate an improved operations track record that shows a
generation output moving toward about 55,000 MWh annually, and if
the proposed amendments in the indenture are executed, S&P might
raise the rating on the senior debt.


INDEVUS PHARMA: FDA to Decide on Nebido Drug on September 2
-----------------------------------------------------------
Endo Pharmaceuticals and its majority-owned subsidiary Indevus
Pharmaceuticals, Inc., said the U.S. Food and Drug Administration
has accepted for review the complete response submission to the
new drug application for NEBIDO(R) (testosterone undecanoate)
intramuscular injection, an investigational testosterone
preparation for the treatment of male hypogonadism.  FDA is
targeting September 2, 2009, as the action date for a decision on
this application.

Endo's president and CEO, David Holveck, stated, "We are pleased
with the FDA's action and congratulate the NEBIDO development team
on reaching this milestone.  We look forward to receiving the
FDA's decision on the NEBIDO marketing application in September."

NEBIDO is a novel, long-acting injectable testosterone preparation
for the treatment of male hypogonadism.  NEBIDO was licensed by
BayerSchering Pharma AG to Indevus Pharmaceuticals, a majority
interest in which Endo acquired earlier this year.  If approved,
NEBIDO is expected to be the first long-acting testosterone
preparation available in the U.S. in the growing market for
testosterone replacement therapies.  NEBIDO is currently marketed
by BayerSchering and its partners in Europe and other territories.

                            About Endo

Endo Pharmaceuticals (Nasdaq: ENDP) -- Http://www.endo.com/ -- is
a specialty pharmaceutical company engaged in the research,
development, sale and marketing of branded and generic
prescription pharmaceuticals used primarily to treat and manage
pain.  The company markets its branded pharmaceutical products to
physicians in pain management, neurology, surgery, oncology, and
primary care.

                   About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.

For the years ended September 30, 2008, 2007, and 2006, the
company posted net losses of $65.5 million, $103.8 million and
$50.5 million.

As of December 31, 2008, the company's balance sheet showed total
assets of $256,296,000, total current liabilities of $150,460,000,
non-recourse notes of $105,000,000, deferred revenue of
$134,913,000, and other liabilities of $1,819,000, resulting in
total stockholders' deficit of $135,896,000.


INTERTAPE POLYMER: S&P Puts 'B' Rating on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B' corporate credit rating, on Intertape
Polymer Group Inc. and on related entities on CreditWatch with
negative implications.

"The CreditWatch placement reflects our expectation for
deterioration in Intertape's operating performance in the near-
term, including a weakening in earnings and liquidity," said
Standard & Poor's credit analyst Paul Kurias.

Earnings from the company's tapes and films businesses are
dependent on general industrial activity in its North American
markets, and are expected to weaken following a decline in demand
from key end markets including housing and construction in the
fourth quarter of 2008 and in 2009.  S&P expects Intertape's
adequate liquidity and credit metrics, and comfortable cushion
under covenants, to deteriorate from levels achieved as of
Sept. 30, 2008, when the company last reported its financial
statement.  The operating environment is considerably weaker since
that date.  In addition, there does not appear to be any prospect
for a meaningful improvement in the operating environment in the
first half of 2009 given ongoing weakness in industrial activity,
which suggests that earnings and, consequently, liquidity could be
under pressure for at least the first six months of 2009.

At Sept. 30, 2008, the company had about $290 million in adjusted
debt (adjusted for capitalized operating leases and tax-adjusted
unfunded employee benefit obligations).

With annual sales of approximately $800 million as of Sept. 30,
2008, the company is a manufacturer of tapes, engineered coated
products, and films.

The financial profile is highly leveraged.  S&P expects credit
metrics to deteriorate in 2009 from comfortable levels achieved
through most of 2008.  Total debt to EBITDA, based on the latest
available published financial statements, was about 3.3x as of
Sept. 30, 2008.  The key ratio of funds from operations to total
adjusted debt was about 21%.

S&P will resolve the CreditWatch in the next few weeks when the
company announces its fourth-quarter and fiscal 2008 financial
results, and when S&P reviews prospects for earnings and
operations in 2009.  S&P's review will include an evaluation of
management's ongoing actions, and any potential additional
actions, to offset some of the negative impact of the ongoing
slowdown in demand for Intertape's products, and to maintain an
appropriate level of liquidity.

S&P will lower its ratings if it expects that Intertape will be
unable to generate sufficient liquidity to meet operating
requirements including working capital, capital spending,
interest, principal, or if comfort levels with the company's
ability to comply with its covenant declines.  Ratings could also
be lowered if earnings deterioration in the fourth quarter is
meaningful so that credit metrics deteriorate, including a drop in
funds from operations to total debt to a level below S&P's
expectation of 15% at the current rating.


INVESTMENT REALTY: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Boston Business Journal reports that Investment Realty Funding
Inc. has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Massachusetts.

Court documents say that Investment Realty listed $7.5 million in
assets and $9 million in liabilities.  Business Journal relates
that Investment Realty has less than 50 creditors.  Alex
Rodolakis, Esq., at Gilman, McLaughlin & Hanrahan of Hyannis
assists the Company in its restructuring efforts.

Investment Realty Funding Inc. is a real estate financing outfit
based in Mashpee, Massachusetts.


JAMIE VERGARA: Sec. 341(a) Meeting of Creditors Set for April 6
---------------------------------------------------------------
Donald F. Walton, the United States Trustee for Region 21, will
convene a meeting of Jamie Ruben Vergara's creditors on
April 6, 2009, at 9:00 a.m., at 135 West Central Boulevard, 6th
Floor, Suite 600, in Orlando, Florida 32801.

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 the Debtor under oath about
his financial affairs and operations that would be of interest to
the general body of creditors.

The deadline for all creditors, with the exception of governmental
units, to file Proofs of Claim is on July 6, 2009.

Headquartered in Orlando, Florida, Jamie Ruben Vergara filed for
Chapter 11 protection on March 9, 2009 (Bankr. M.D. Fla. Case No.
09-02751).  Lawrence M.Kosto, Esq., at Kosto & Rotella PA,
represents the Debtor as bankruptcy counsel.  In his petition,
Jamie Ruben Vergara listed assets of between $10 and $50 million,
and the the same range of debts.


JEFFERSON COUNTY: Commissioners Urge Chapter 9 Filing
-----------------------------------------------------
Paulo Prada at The Wall Street Journal reports that commissioners
Jim Carns and Bobby Humphryes are urging the Jefferson County in
Alabama to file for Chapter 9 bankruptcy protection.

WSJ relates that Jefferson County is struggling with $4 billion in
debt related to a series of bond transactions earlier in the
decade.  The report says that the county was one of the first
casualties of the financial crisis, as a series of interest-rate
swaps backfired in late 2007.   According to the report, the bonds
and related exchanges were issued to finance water and sewer
system improvements that had been mandated by the federal
government.

Messrs. Carns and Humphryes suggested in a statement that
Jefferson County could no longer bear the burden of its financial
obligations.  WSJ relates that Messrs. Carns and Humphryes are
part of a five-member commission that oversees county finances,
collects county taxes and supervises county infrastructure, among
other tasks.  According to WSJ, the commission has been divided
over how best to resolve Jefferson County's debt problems.

WSJ notes that if Jefferson County files for bankruptcy, it would
likely be the largest-ever for a local government, surpassing
Orange County, California's $1.7 billion bankruptcy filing in
1994.

The U.S. District Court for the Northern District of Alabama would
hear arguments in a civil suit in which insurers of bonds are
asking for a receiver to oversee county finances and find means to
repay the debt, according to WSJ.  Jefferson County said that the
Court doesn't have jurisdiction to appoint a receiver, WSJ
relates.

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on March 24, 2009,
Standard & Poor's Ratings Services kept the ratings on
Jefferson County, Alabama's series 1997A, 2001A, 2003-B-8, 2003 B-
1-A through series 2003 B-1-E, and series 2003 C-1 through 2003 C-
10 sewer system revenue bonds ('C' underlying rating) on
CreditWatch negative, where they were placed Sept. 16, 2008, due
to previous draws against the system's cash and surety reserves
beginning in September 2008 and S&P's uncertainty of the system's
continued timely payment on the obligations.

Although the system depleted its cash reserves and a portion of
its surety reserves in late 2008, the trustee indicates there have
been no additional draws against its surety reserves since last
year.  The trustee estimates the system currently has
$176 million remaining in total combined surety reserves with
Financial Guaranty Insurance Co. (FGIC; CCC/Negative), Syncora
Guarantee Inc. (CC/Negative), and Financial Security Assurance
Inc. (AAA/Watch Neg), which can be applied on a pro rata basis to
any parity debt.


LAND RESOURCE: Wins Nod to Convert Cases to Chapter 7 Liquidation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
finding that Debtors have the absolute right to convert their
cases pursuant to Sec. 1112(a) of the Bankruptcy Code, has
converted each of the following Chapter 11 cases to Chapter 7 of
the Bankruptcy Code:

   1.  Blue Mist Farms, LLC
   2.  Bridge Pointe at Jekyll Sound, LLC
   3.  Clarks Hill Lake, LLC
   4.  Coastline Properties, LLC
   5.  Cumberland Harbour Realty, LLC
   6.  Hickory Bluff Marina Club, Inc.
   7.  Hickory Bluff Marina, LLC
   8.  Laird Bayou Brokerage, LLC
   9.  Laird Bayou, LLC
  10.  Laird Point Brokerage, LLC
  11.  Laird Point, LLC
  12,  Lakemont Advertising, LLC
  13.  Land Resource Group of NC, LLC
  14.  Land Resource Group, Inc.
  15.  Land Resource Meigs County, LLC,
  16.  Land Resource Orchards, LLC
  17.  Land Resource Satilla River, LLC
  18   Land Resource Watts Bar, LLC
  19.  Land First Mortgage, LLC
  20.  LandFirst Title, LLC
  21   LR Baytree Landing, LLC
  22.  LR Buffalo Creek, LLC
  23,  LR Riversea, LLC
  24.  LRC Aviation Company, LLC
  25.  LRC Holdings, LLC
  26.  LRC Realty, LLC
  27   Roaring River Holding Company, Inc.
  28.  Roaring River, LLC
  29.  Rush Creek Land Company, Inc.
  30.  Southern HOA Management, LLC
  31.  Stillwater Coves, LLC
  32.  The Ridges at Morgan Creek, LLC,
  33.  Villages at Norris Lake, LLC

Only Land Resource, LLC and Point Peter, LLLP remain as debtors in
possession as they continue to market the sale of the Cumberland
Harbour assets.

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M. D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, represent the Debtors as counsel.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represents the Committee of Creditors Holding Unsecured
Claims as counsel.  The Company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LAND RESOURCE: Maturity Date of $25.2M DIP Agreement Extended
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved on March 20, 2009, the agreed motion of Land Resource,
LLC, LR Buffalo Creek, LLC, and Point Peter, LLLP, extending the
maturity of the $25.2 million postpetition secured superpriority
financing from Keybank National Association.

Pursuant to the Second Order, the maturity of the $25.2 million
DIP Agreement is extended to April 17, 2009, for the limited
purposes of:

   i) permitting the Debtors to use Cash Collateral and/or
      borrow funds to pay the expenses in accordance with a
      Second Supplemental Wind-Down Budget;

  ii) permitting Debtors' counsel, Berger Singerman, P.A. to be
      paid its Conditional Professional Expenses and Professional
      Expenses incurred through May 15, 2009.

A copy of the Second Wind-Down Budget for the period from February
14, 2009, through April 17, 2009, is attached as Exhibit 1 to the
Court's Second Order, which is available at:

      http://bankrupt.com/misc/LandResource2ndSuppOrder.pdf

As reported in the Troubled Company Reporter on December 30, 2008,
the Bankruptcy Court granted Land Resource, LLC and Point Peter
LLLP authority to obtain a $25.2 million postpetition secured
superpriority financing from Keybank National Association, to meet
payroll and other operating expenses.

Pursuant to the order, the Court approved the use of cash
collateral and post-petition financing of up to $299,446 as to the
$25.2 Million DIP Credit Agreement (inclusive of amounts advanced
under the Interim Order entered by the Court on Nov. 7, 2008).

                           Collateral

Subject to the Carve-Outs, as security for the full and
timely payment of all postpetition obligations arising under the
$25.2 Million DIP Credit Agreement and DIP Loan Documents related
thereto, the $25.2 Million DIP Facility Lenders are granted a
valid, perfected and enforceable security interest and lien upon
all real and personal property of the $25.2 Million DIP Borrowers,
the $25.2 Million DIP Guarantors, the $25.2 Million Prepetition
Borrowers, and the $25.2M Prepetition Guarantors, provided,
however that:

i) the $25.2 Million Postpetition Collateral shall not extend
    to, constitute, or encompass any proceeds of Avoidance
    Actions, and

ii) the $25.2 Million DIP Facility Lenders shall be entitled to
    share, on account of and to the full extent of any and all
    allowed unsecured deficiency claims they may hold, in any
    distribution of any such Avoidance Action proceeds on a pro
    rata basis with all other allowed unsecured claims.

A full-text copy of the Court's Final Order authorizing the
Debtors' postpetition secured superpriority financing, dated as of
Dec. 22, 2008, is available for free at:

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

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- creates residential communities,
which includes coastal, lakefront and mountain locations in
Georgia, North Carolina, West Virginia, Tennessee and Florida.

The company and its affiliates filed for Chapter 11 protection on
Oct. 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, represent the Debtors as counsel.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represents the Committee of Creditors Holding Unsecured
Claims as counsel.  The company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LAS VEGAS SANDS: Bradley Stone Resigns as Executive Vice Pres.
--------------------------------------------------------------
Tamara Audi at The Wall Street Journal reports that Bradley Stone
has resigned as Las Vegas Sands Corp.'s Executive Vice President.

WSJ relates that Mr. Stone joined Las Vegas Sands in 1995 and was
recently named president of global operations and construction.

According to WSJ, Mr. Stone won't be replaced.  Current executives
will take his role of overseeing operations and construction, WSJ
states, citing Las Vegas CEO and major shareholder, Sheldon
Adelson.

Mr. Stone's decision to quit was personal, and was not connected
to the resignation Mr. Weidner, Las Vegas Sands' former president
and chief operating officer.  According to the report, Mr. Weidner
left Las Vegas Sands this month after a conflict with Mr. Adelson.
The report states that Mr. Stone was a long time ally of Mr.
Weidner.

Mr. Adelson said that "it's not a systemic issue," and that he
didn't expect any other resignations from key personnel, WSJ
relates.

WSJ reports that Las Vegas Sands replaced Mr. Weidner with
hospitality industry veteran Michael Leven, who is expected to
take on a greater role in operations.

                       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.


LIN TELEVISION: S&P Withdraws 'B-' Issue-Level Ratings
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and issue-level ratings on Providence, Road Island-based LIN TV
Corp. and subsidiary LIN Television Corp., including the 'B-'
corporate credit rating, at the company's request.

S&P had said that it lowered its corporate credit and issue-level
ratings on LIN TV and LIN Television by two notches; the corporate
credit rating had been lowered to 'B-' from 'B+'.  S&P also had
removed these ratings from CreditWatch, where they were placed
with negative implications on Nov. 13, 2008.  The rating outlook
was stable.

"The downgrade reflects our expectation that LIN's revenue and
EBITDA will decline rapidly over the next few quarters, so that
the company could be at risk of breaching its total leverage
covenant, despite its recent efforts to reduce debt," Standard &
Poor's credit analyst Deborah Kinzer had said.  S&P also believed
that LIN's agreement with NBC Universal (under a joint venture
structure) to provide pro rata shortfall loans diminished the
joint venture's probability of defaulting on its debt.
Nevertheless, S&P was concerned that the joint venture could have
a cash shortfall in excess of the $1 million to $5 million
estimated by LIN, and that shortfall payments by LIN would further
limit the company's ability to comply with its covenants.

That rating on LIN reflected financial risk from high debt
leverage (including its guarantee of joint venture debt), the
possibility of a leverage covenant violation in late 2009,
increasing competition for audiences and advertising revenue, and
advertising cyclicality.  The company's competitive positions in
midsize TV markets, TV broadcasting's high margins, and good
discretionary cash flow potential only partially offset these
factors.

LIN's revenue and EBITDA declined by 4% and 46%, respectively, in
the fourth quarter of 2008 year over year.  A 26% drop in
nonpolitical ad revenue more than offset the surge in political ad
revenue and a doubling of digital revenue from the prior year.
Auto ad revenue was down 40% year over year, and ad revenue from
retailers was down 12%.  At the same time, expenses rose,
including a $12.9 million restructuring charge for a headcount
reduction and for cancellation of certain syndicated television
program contracts, which S&P include in operating expenses.  LIN's
EBITDA margin declined to 28% in 2008 from 31% in 2007 because of
lower EBITDA.  In 2008, the company converted about 49% of its
EBITDA into discretionary cash flow, up from 24% in 2007, mainly
because of favorable working capital changes.

LIN's lease-adjusted leverage improved slightly, to 6.5x, as of
year-end 2008, from 6.6x as of year-end 2007, because debt
reduction offset lower EBITDA.  Using average trailing-eight-
quarter EBITDA to smooth the differences between election and
nonelection years, the company's lease-adjusted debt to EBITDA was
6.2x as of year-end 2008, compared with 6.1x as of year-end 2007.
The $815.5 million guarantee of the joint venture's debt
represents a significant financial risk for the company.  For this
reason, Standard & Poor's consolidates the joint venture's debt in
its credit measures for LIN.  Adding the joint venture's debt
(after adjusting for taxes) to LIN's debt increases the company's
leverage to 11x as of year-end 2008.

The rating outlook was stable, reflecting S&P's expectation that
LIN will have sufficient EBITDA to cover a potential increase in
bank pricing if it needs to amend its credit facility again in
mid-to-late 2009.  S&P could revise the outlook to negative if S&P
become more concerned that the company would be unable to comply
with the terms of a new amendment because of continued revenue
pressure or insufficient loosening of the covenants.  For example,
if a covenant amendment causes LIN's interest coverage to approach
1.25x by S&P's calculations, S&P would change the rating outlook
to negative or lower the rating.  Conversely, S&P could revise the
outlook to positive if LIN is able to maintain or improve its
leverage ratio through greater cost savings or continued debt
reduction, but S&P believed this scenario is unlikely over the
intermediate term.

                          Ratings List

                            Withdrawn

                          LIN TV Corp.

                                    To         From
                                    --         ----
      Corporate Credit Rating       NR         B-/Stable/--

                       LIN Television Corp.

                                          To         From
                                          --         ----
             Secured Loans                NR         B+
               Recovery Rating            NR         1
             Subordinated Notes           NR         B-
               Recovery Rating            NR         4

                        NR -- Not rated.


LIN TV CORP: S&P Withdraws 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and issue-level ratings on Providence, Road Island-based LIN TV
Corp. and subsidiary LIN Television Corp., including the 'B-'
corporate credit rating, at the company's request.

S&P had said that it lowered its corporate credit and issue-level
ratings on LIN TV and LIN Television by two notches; the corporate
credit rating had been lowered to 'B-' from 'B+'.  S&P also had
removed these ratings from CreditWatch, where they were placed
with negative implications on Nov. 13, 2008.  The rating outlook
was stable.

"The downgrade reflects our expectation that LIN's revenue and
EBITDA will decline rapidly over the next few quarters, so that
the company could be at risk of breaching its total leverage
covenant, despite its recent efforts to reduce debt," Standard &
Poor's credit analyst Deborah Kinzer had said.  S&P also believed
that LIN's agreement with NBC Universal (under a joint venture
structure) to provide pro rata shortfall loans diminished the
joint venture's probability of defaulting on its debt.
Nevertheless, S&P was concerned that the joint venture could have
a cash shortfall in excess of the $1 million to $5 million
estimated by LIN, and that shortfall payments by LIN would further
limit the company's ability to comply with its covenants.

That rating on LIN reflected financial risk from high debt
leverage (including its guarantee of joint venture debt), the
possibility of a leverage covenant violation in late 2009,
increasing competition for audiences and advertising revenue, and
advertising cyclicality.  The company's competitive positions in
midsize TV markets, TV broadcasting's high margins, and good
discretionary cash flow potential only partially offset these
factors.

LIN's revenue and EBITDA declined by 4% and 46%, respectively, in
the fourth quarter of 2008 year over year.  A 26% drop in
nonpolitical ad revenue more than offset the surge in political ad
revenue and a doubling of digital revenue from the prior year.
Auto ad revenue was down 40% year over year, and ad revenue from
retailers was down 12%.  At the same time, expenses rose,
including a $12.9 million restructuring charge for a headcount
reduction and for cancellation of certain syndicated television
program contracts, which S&P include in operating expenses.  LIN's
EBITDA margin declined to 28% in 2008 from 31% in 2007 because of
lower EBITDA.  In 2008, the company converted about 49% of its
EBITDA into discretionary cash flow, up from 24% in 2007, mainly
because of favorable working capital changes.

LIN's lease-adjusted leverage improved slightly, to 6.5x, as of
year-end 2008, from 6.6x as of year-end 2007, because debt
reduction offset lower EBITDA.  Using average trailing-eight-
quarter EBITDA to smooth the differences between election and
nonelection years, the company's lease-adjusted debt to EBITDA was
6.2x as of year-end 2008, compared with 6.1x as of year-end 2007.
The $815.5 million guarantee of the joint venture's debt
represents a significant financial risk for the company.  For this
reason, Standard & Poor's consolidates the joint venture's debt in
its credit measures for LIN.  Adding the joint venture's debt
(after adjusting for taxes) to LIN's debt increases the company's
leverage to 11x as of year-end 2008.

The rating outlook was stable, reflecting S&P's expectation that
LIN will have sufficient EBITDA to cover a potential increase in
bank pricing if it needs to amend its credit facility again in
mid-to-late 2009.  S&P could revise the outlook to negative if S&P
become more concerned that the company would be unable to comply
with the terms of a new amendment because of continued revenue
pressure or insufficient loosening of the covenants.  For example,
if a covenant amendment causes LIN's interest coverage to approach
1.25x by S&P's calculations, S&P would change the rating outlook
to negative or lower the rating.  Conversely, S&P could revise the
outlook to positive if LIN is able to maintain or improve its
leverage ratio through greater cost savings or continued debt
reduction, but S&P believed this scenario is unlikely over the
intermediate term.

                          Ratings List

                            Withdrawn

                          LIN TV Corp.

                                    To         From
                                    --         ----
      Corporate Credit Rating       NR         B-/Stable/--

                       LIN Television Corp.

                                          To         From
                                          --         ----
             Secured Loans                NR         B+
               Recovery Rating            NR         1
             Subordinated Notes           NR         B-
               Recovery Rating            NR         4

                        NR -- Not rated.


LPATH INC: Looking for New R&D SVP After Bender Termination
-----------------------------------------------------------
Lpath, Inc., has initiated a search for a new head of clinical
development to replace John Bender, Pharm.D., senior vice
president of R&D, whose employment was terminated March 6.

Lpath said its R&D programs will continue without interruption
through a temporary increase in the involvement of its Clinical
Advisory Board and the on-going work of its various consultants
who specialize in the key areas of regulatory compliance,
toxicology, CMC (chemistry, manufacturing, and control), clinical
operations, and medical safety monitoring.  Lpath's Clinical
Advisory Board is comprised of six world-class clinicians (three
oncologists and three retinal specialists).  Both of Lpath's Phase
1 clinical trials are being conducted by Clinical Research
Organizations (CROs)-Theradex in the case of ASONEP(TM) and
Chiltern in the case of iSONEP(TM).  These two firms manage the
Company's clinical trials and provide additional oversight and
expertise.

"The clinical trial of ASONEP under our partnership with Merck-
Serono is proceeding on schedule," noted Scott Pancoast, Lpath's
president and CEO.  "Merck-Serono has a strong reputation as an
outstanding developer of innovative drugs in the oncology arena
and continues to provide strong and valuable guidance with respect
to the clinical development of ASONEP."

Lpath's Clinical Advisory Board is comprised of three oncologists
and three retinal specialists who are all world-class clinicians.
Both of Lpath's Phase 1 clinical trials are being conducted by
Clinical Research Organizations Theradex in the case of ASONEP
(TM) and Chiltern in the case of iSONEP (TM).  These two firms
manage the Company's clinical trials and provide additional
oversight and expertise.

Payments to Dr. Bender as a result of such termination are
anticipated to occur in accordance with the amounts set forth in
Dr. Bender's employment agreement dated September 22, 2008, as
applied to a termination not for cause.

                         About Lpath Inc.

Headquartered in San Diego, California, Lpath Inc. Lpath, Inc.
(OTCBB: LPTN.OB) -- http://www.Lpath.com/-- is the category
leader in bioactive-lipid-targeted therapeutics, an emerging field
of medical science whereby bioactive signaling lipids are targeted
for treating important human diseases.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
San Diego, Calif.-based LevitZacks expressed substantial doubt
about Lpath Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm reported
that the company has incurred significant cash losses from
operations since inception and expects to continue to incur cash
losses from operations in 2008 and beyond.

The Company completed an equity financing which raised net cash of
$6.4 million in August 2008 and entered into a licensing agreement
with Merck which provides for an upfront payment of $4 million in
November 2008 and is expected to provide research and development
funding of at least $500,000 per month from November 2008 to
October 2009.  The Company expects cash on hand at September 30,
2008 and the funds that will be provided under the terms of the
Merck licensing agreement will be adequate to meet working capital
needs through 2009.

At September 30, 2008, the company's consolidated balance sheet
showed $7.2 million in total assets, $1.9 million in total
liabilities.


MARYLAND ECONOMIC: Moody's Affirms 'Ba3' Rating on 2002 Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on Maryland
Economic Development Corporation's Student Housing Revenue Bonds
(Morgan State University Project), Series 2002 (Senior Lien).  The
rating affirmation is based upon Moody's review of budgeted cash
flow projections and current occupancy reports.  The affirmation
reflects strong support from MSU, strong student enrollment and
the close proximity of Morgan View Apartments to the MSU campus.
The outlook on the bonds has been revised to stable from positive.
The outlook revision is based on lower than projected debt service
coverage.

Legal Security: The 2002 bonds and interest are limited
obligations of the issuer.  Principal and interest are payable
solely from the trust estate.  This deed of trust grants the
trustee the issuer's interest under the ground lease; equipment
collateral, rental revenues, income and other benefits of the
property.  The bonds do not constitute and indebtedness of the
issuer, University or the state of Maryland.

Interest Rate Derivatives: None

Strengths:

  -- Strong University affiliation
  -- Strong University enrollment
  -- Close proximity to MSU Campus
  -- Historically strong enrollment growth
  -- Active ownership by MEDCO

Challenges:

  -- Maintain projected debt service coverage

  -- Controlling maintenance and security costs

  -- No legal commitment by MSU or state

  -- Potential future building of competitive student housing
     facilities

Recent Developments/Results:

After experiencing a significant decline in occupancy resulting
from a drastic policy shift in SAT requirements and accordingly, a
drastic reduction in acceptances culminating in the Fall of 2005,
enrollment has rebounded.  Joint efforts between the University,
MEDCO, and property management have yielded improved occupancy.
This combined with more efficient policies regarding the
collection of rental dues have facilitated the flow of revenue to
the project.  Previously, the lags that often accompany financial
reimbursement resulted in late rental payments and eviction
notices.

The project also maintains exposure to MBIA Inc. (rated Ba1) in
the form of an investment agreement.  The debt service reserve
fund for the project is invested in a collateralized guaranteed
investment contract with MBIA Inc., whereby the payment
obligations are insured by MBIA Insurance Corporation (rated B3)
and are further supported by marketable securities held by a
third-party custodian.

Moody's expects that Morgan State will continue to enjoy a well-
established market position as one of the most prominent
Historically Black universities on the eastern seaboard.  Its
academic programs include liberal arts, education, science,
engineering, and management.  Morgan State draws a substantial
percentage of its students from outside the State of Maryland,
primarily from New York, New Jersey and Pennsylvania, unusually
strong geographical diversification for a public university.

                             Outlook

The outlook for the bonds is stable based on increased occupancy
levels and the demonstrated strong affiliation between the
project, MEDCO and Morgan State University.

                What could change the rating - UP

An increase in debt service coverage.

               What could change the rating - DOWN

  -- Revenue shortfalls resulting in withdrawals of reserves

  -- Credit deterioration/downgrade GIC provider

The last rating action was on October 25, 2007 when Moody's
affirmed Ba3 rating with a positive outlook to the Series 2002A
bonds.


MGM MIRAGE: Fitch Cuts Rating to 'C' on CityCenter Lawsuit
----------------------------------------------------------
Fitch Ratings has taken these rating actions for MGM MIRAGE
following the lawsuit filed against MGM by CityCenter JV partner
Dubai World, and the two-month covenant waiver obtained from its
bank lenders last week:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

  -- Senior subordinated notes affirmed at 'C/RR6'.

The downgrade affects MGM's $7 billion credit facility,
$6.2 billion of outstanding senior unsecured debt, $848 million of
outstanding senior subordinated debt, and $750 million of senior
secured notes.

Due to the high level of credit risk inherent in a 'C' IDR, Fitch
is not providing a Rating Outlook.

Fitch downgraded MGM's IDR to 'CCC' on February 27th, after the
company borrowed the remaining $842 million under the
$4.5 billion senior revolving portion of its $7 billion credit
facility.  That borrowing accelerated the likelihood of a covenant
breach to March 31st.  On March 17th, MGM and its bank group
agreed to a credit facility amendment that grants the company a
financial covenant waiver through May 15, 2009, which gives MGM
some time to work with its constituents and restructuring advisor
on various alternatives to address MGM's strained liquidity
profile.  These alternatives may include asset sales, raising
additional debt/equity capital, and modifying or extending
outstanding long-term debt.

The downgrade to 'C' reflects Fitch's view that default of some
kind, including a potential Coercive Debt Exchange, appears
imminent or inevitable.  Fitch could consider the modification or
extension of debt agreements as a CDE in accordance with Fitch's
CDE criteria, published March 3, 2009.  Even if a CDE is not part
of a near-term restructuring, Fitch believes that MGM's impaired
credit profile and medium-term financial challenges make default
of some kind appear inevitable.

Regarding the other alternatives MGM is exploring, Fitch believes
that asset sales are a viable part of a near-term solution, as
there are a number of companies that are financially healthier and
have the liquidity and desire to gain a presence on the Las Vegas
Strip.  These include Penn National, Boyd Gaming Corp. (rated 'B+'
IDR; Negative Outlook by Fitch), and Crown Ltd. ('BBB' IDR; Stable
Outlook).  The challenge in this market will be agreeing on a
price.  MGM closed the sale of Treasure Island on March 20 to Phil
Ruffin for $775 million, which can be reduced to $755 million if
Ruffin prepays the $175 million seller note by April 30, 2009.
The purchase price is 7.5 times (x)-7.7x latest 12-months EBITDA,
but could be north of 10x forward EBITDA if fourth-quarter 2008
operating trends continue in 2009.  Fitch believes it will be very
difficult to execute another asset sale at a similar multiple.

Selling an asset at a low multiple may enhance liquidity to the
detriment of the longer-term credit profile, which is strained
even if the company can get past the near-term liquidity squeeze.
Non-operating or land asset sales would be more beneficial to
MGM's credit profile, but even more difficult to execute in the
current market environment, in Fitch's view.

Fitch believes that raising debt or equity capital will be
extremely challenging, unless Kirk Kerkorian, the company's
majority shareholder, contributes a significant amount of
additional capital alongside investors.  Dubai World, the
company's second largest shareholder, announced that its
subsidiary Infinity World, MGM's joint venture (JV) partner in
CityCenter, is suing MGM to protect its rights and interests in
the CityCenter project.  In order to maintain the equity
optionality, Fitch believes Kerkorian has strong incentive to
exhaust all options before a potential bankruptcy filing.  While
that incentive supports the possibility of an equity infusion, it
also provides strong support for attempting a CDE, which would
also be a positive outcome from the banks' perspective.  But a CDE
may be difficult to execute because Fitch believes that unsecured
bondholders have solid recovery prospects under the current
capital structure, which may provide bondholders some incentive to
reject an inadequate CDE.  However, unsecured debt recovery would
be affected by MGM providing collateral to lenders as part of the
restructuring, which is a likely scenario in Fitch's view.

In exchange for the short-term covenant waiver, MGM's credit
agreement amendment gives the banks notably more control regarding
potential outcomes, as it provides for:

-- The repayment of $300 million of outstanding borrowings
   under the credit facility -- the consent of lenders is now
   required to draw down those funds;

  -- A 100-basis point interest rate increase on outstanding
     borrowings;

  -- A prohibition on repurchasing debt or selling assets without
     lender consent;

  -- A restriction on MGM's CityCenter equity contributions if
     Dubai World's subsidiary does not make its required
     contribution - Given the lawsuit filed by Infinity
     World, continued equity contributions to CityCenter are in
     serious doubt;

  -- An allowance of MGM's CityCenter required equity
     contributions only through May 15, 2009.

Positively, MGM did not exchange any collateral for the amendment,
which is likely to be used in future negotiations with its
lenders, in Fitch's view.  Although it is unclear exactly how much
secured debt capacity is available, it is widely assumed that
there is at least $2 billion available based on the Net Tangible
Asset carveout, which is 5% in the credit facility but 15% in the
bonds.

Fitch continues to estimate superior recovery in the 71-90% range
for the New York-New York secured notes, which results in
'CCC/RR2' rating, or a 2-notch positive differential from MGM's
'C' IDR, based on the current capital structure.  The secured
notes share equally and ratably in additional secured collateral,
so recovery prospects could improve if additional secured
collateral is granted.

Fitch continues to estimate good recovery in the 51%-70% range for
MGM's unsecured debt, which results in the 'CC/RR3' rating, or a
1-notch positive differential from MGM's 'C' IDR, based on the
current capital structure.  However, Fitch's estimated recovery is
at the low end of this range, and actual recovery could be
affected meaningfully, depending on the amount of collateral MGM
may grant to lenders.

Fitch continues to estimate poor recovery in the 0%-10% range for
MGM's subordinated debt, resulting in the 'C/RR6' rating, or a 1-
notch negative differential from MGM's 'CC' IDR.  The 'C' rating
is the lowest rating before default ratings of 'RD' and 'D'.


MMC PRECISION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Court documents say that MMC Precision Holdings has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Delaware.

According to court documents, MMC Precision has $100 million to
$500 million in liabilities and $50 million to $100 million in
assets.  The court documents say that MMC Precision is seeking a
buyer for the business.

MMC Precision, Reuters relates, said that the recession had
reduced its sales by a third this year over 2008.  The Company
also blamed its collapse on tight credit markets.

Reuters reports that MMC Precision is seeking the court approval
for $20 million in bankruptcy funding from its lenders to be used
in its restructuring and auction.

According to Reuters, MMC Precision said that it hadn't made
quarterly interest payments on some of its debt since 2007.

MMC Precision Holdings, fka Morton Industrial Group Inc., supplies
Caterpillar Inc. and Deere & Co. with engineered metal products.


MORTON INDUSTRIAL: Has Secured Lenders' Support for Ch. 11 Process
------------------------------------------------------------------
Morton Industrial Group, Inc. and certain of its affiliates have
commenced proceedings under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.
In connection with the filing, the Company confirmed it will work
toward obtaining approval from the Bankruptcy Court for a sale of
its operations.

According to Bloomberg's Bill Rochelle, Morton has a $20 million
secured credit for the reorganization supplied by National City
Bank, as agent for the pre-bankruptcy lenders.  The Debtor has
obtained approval of the loan on an interim basis, according to
the court docket.

The Company hopes to sign a buyer to a contract for the sale of
the business before April.  The sale will be subject to
competitive bidding through an auction.

Bill Rochelle said Morton has five plants that generated $208
million in sales during 2008, but resulted to a loss of $6.7
million.

According to the Company press release, the bankruptcy filing will
relieve Morton's strong underlying operations from significant
debt obligations and augment operational cost reductions already
underway.  Morton's debt, according to Bloomberg, includes $14.4
million on a secured revolving credit, $33.3 million on a secured
term loan, and $27.4 million on subordinated notes.  Another $14.8
million is owing to trade suppliers.

The Company emphasized that it will continue to keep operating
smoothly and continue to deliver products to customers.  Morton
says it is currently facing significant challenges including the
dramatic decline in production volumes resulting from an overall
market demand for steel products. Like many of its competitors,
Morton faced challenges due to the economic conditions coupled
with the lack of available credit in the markets.  Morton believes
it reached the best solution for the company given the continued
deterioration in the markets.  The company continues to work with
its suppliers and Customers to ensure continuity of operations and
their continued satisfaction.

Morton intends to conduct business as usual as it looks for a
strategic partner to acquire its assets and plans for the company
to emerge stronger and more profitable as a result of this
process.

                     About Morton Industrial

Morton Industrial Group Inc. is a metal fabricating company in the
United States, providing a wide range of prestigious large,
industrial engineered components and materials to Original
Equipment Manufacturers that serve the Agricultural, Construction
and Commercial Equipment industries.  Morton is headquartered in
Morton, IL.


MORTON INDUSTRIAL: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: MMC Precision Holdings Corp.
        1021 W. Birchwood Street
        Morton, IL 61550

Bankruptcy Case No.: 09-10998

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Morton Industrial Group, Inc.                      09-10999
Morton Metalcraft Co.                              09-11000
B & W Metal Fabricators, Inc.                      09-11001
Morton Technical Services, Inc.                    09-11002
Morton Metalcraft Co. of North Carolina            09-11003
Morton Metalcraft Co. of Pennsylvania              09-11004
Morton Metalcraft Co. of South Carolina            09-11005

Type of Business: The Debtors are contract metal fabricators
                  serving an array of Original Equipment
                  Manufacturers.  The Debtors operate five
                  manufacturing facilities located in the
                  Midwestern and Southeastern United States.  The
                  Debtors' customers are Caterpillar Inc., Deere
                  & Co., JLG Industries, Inc., Hallmark Cards,
                  Kubota Manufacturing of America and
                  Winnebago Industries, Inc.

                  See http://www.mortongroup.com/

Chapter 11 Petition Date: March 22, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Paul, Hastings, Janofsky & Walker LLP

Co-Counsel: Paul N. Heath, Esq.
            heath@rlf.com
            Richards, Layton & Finger PA
            One Rodney Square
            P.O. Box 551
            Wilmington, DE 19899
            Tel: (302) 651-7700
            Fax: (302) 651-7701

Restructuring Advisors: AlixPartners, LLP

Claims, Noticing and Balloting Agent: Kurtzman Carson Consultants
                                      LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Tower Square Capital Partners  subordination and $2,2140,664
II LP                          intercreditor
c/o Babson Capital Management  agreement
LLC
Attn: Sandra J. Delcolle
470 Atlantic Ave, 9th Floor
Boston, MA 02210

Massmutual Corporate           subordination and $4,433,817
Investors LLC                  intercreditor
c/o Babson Capital Management  agreement
LLC
Attn: Sandra J. Delcolle
470 Atlantic Ave, 9th Floor
Boston, MA 02210

J.D. & Company Steel            trade debt       $3,989,184
Program
3400 80th Street
Moline, IL 61265

Feralloy Corporation            trade debt       $722,807
8755 Whiggins Road, Suite 970
Chicago, IL 60631

Ryerson-Charlotte               trade debt       $526,918
4400 Peachtree Industrial Blvd.
Norcross, GA 30071

Caterpillar Steel Program       trade debt       $482,972

Hagerty Steel and Aluminum      trade debt       $344,836

Praxair                         trade debt       $271,240

Chicago Tube & Iron             trade debt       $212,566

Illinois Weld & Machine         trade debt       $173,672

Valspar Corp.                   trade debt       $140,334

Arlington Metals Corp.          trade debt       $137,052

Meridian IT Inc.                trade debt       $125,183

Machine & Welding Supply        trade debt       $124,042

Uniparts Olsen Inc.             trade debt       $119,790

Detroit Street Properties LLC   trade debt       $112,799

T & D Metal Products LLC        trade debt       $108,663

The petition was signed by Frank C. Lukacs, president and chief
executive officer.


N. AMERICAN SCIENTIFIC: Reports $2.6 Million Net Loss for Q1 2009
-----------------------------------------------------------------
North American Scientific, Inc. (Nasdaq: NASM), operating as NAS
Medical, announced financial results for its fiscal quarter ended
January 31, 2009.

For the first quarter of fiscal 2009, the Company reported a net
loss from continuing operations of $2.2 million, compared to the
net loss from continuing operations for the first quarter of the
prior fiscal year of $4.3 million.  Continuing operations exclude
the discontinued operations of the NOMOS Radiation Oncology
business sold in September 2007, the sale of our Non-Therapeutic
product line completed in September 2008 and the sale of the
Prostate Brachytherapy business expected to close in April 2009.

On March 11, 2009, in response to the Company's current financial
condition, current business prospects, and to effect other
arrangements surrounding the sale of its Prostate Brachytherapy
Product Line, the Company's wholly owned subsidiary, North
American Scientific, Inc., a California corporation, filed
voluntary petitions in the United States Bankruptcy Court for the
Central District of California under Chapter 11 of the U.S.
Bankruptcy Code.

For the first quarter of fiscal 2009, the Company reported a net
loss of $2.6 million, compared to the net loss for the first
quarter of the prior fiscal year of $4.3 million.

At the end of the first quarter of fiscal 2009, the Company had
$2.1 million in cash and cash equivalents, compared with
$2.3 million at the end of the first quarter for fiscal year 2008.
Through the first quarter of fiscal 2009, the Company used
$2.4 million cash to fund continuing operations, compared with
$2.9 million in the first quarter of the prior year.  As of
January 31, 2009, the Company had $2.5 million in interest-bearing
debt outstanding.  The Company's independent registered public
accounting firm's report on the company's financial statements for
the fiscal year ended October 31, 2008, included a going concern
qualification.

The Company's expectation is that both the Prostate Brachytherapy
business and ClearPath assets will be sold through the Chapter 11
process and that they will continue to be operated by the buyers.
With the sale of both product lines, the Company will be left with
no operating assets and may not be able to pay all its creditors
in full from the proceeds from such sales.

The Company had $7.2 million in total assets, $6.4 million in
total current liabilities and $472,000 in long-term severance
liability as of January 31, 2009.

                 About North American Scientific

North American Scientific, Inc. -- http://www.nasmedical.com/--
operating under the name NAS Medical, is a leader in applying
radiation therapy in the fight against cancer.  Its innovative
products provide physicians with tools for the treatment of
various types of cancers.

North American Scientific filed for bankruptcy on March 11, 2009
(Bank. C.D. Calif. Case No. 09-12675).  Judge Maureen Tighe
presides over the case.  Marc J. Winthrop, Esq., at Winthrop
Couchot Professional Corporation, in Newport Beach, California,
serves as bankruptcy counsel.


N. AMERICAN WIRE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: North American Wire, LLC
        629 East Butler Road
        Butler, PA 16002

Bankruptcy Case No.: 09-21734

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
SB Wire, LP                                        09-21735

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Lyndall J. Huggler, Esq.
                  Blumling & Gusky, LLP
                  1200 Koppers Building
                  Pittsburgh, PA 15219
                  Tel: (412) 227-2500
                  Email: lhuggler@blumlinggusky.com

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

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

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

          http://bankrupt.com/misc/pawb09-21734.pdf

The petition was signed by Luigi Sorichetti, president of the
Company.


NEW YORK TIMES: To Sell Times Daily to Tennessee Valley Printing
----------------------------------------------------------------
The New York Times Company has entered into an agreement to sell
the TimesDaily and TimesDaily.com in Florence, Alabama, to the
Tennessee Valley Printing Company, Inc., which publishes The
Decatur Daily in Decatur, Alabama, and is owned by the Shelton
Family.  The TimesDaily, which is part of the Company's Regional
Media Group, has daily circulation of 27,785 and Sunday
circulation of 29,171.

"The TimesDaily is an outstanding newspaper with very talented
employees," said Janet L. Robinson, president and CEO of The New
York Times Company.  "The Shelton family knows Florence well and
values the role the TimesDaily plays in the community."

The Decatur Daily's general manager, Clint Shelton, said, "We are
confident this transaction will strengthen both newspapers through
the synergies that we will achieve.  The long traditions of both
newspapers of providing leadership in The Tennessee Valley will
continue."

The terms of the agreement were not disclosed.

Most Times Daily workers will keep their jobs.  Robert MacMillan
at Reuters relates that The Times Co. told the paper's publisher,
executive editor, advertising director, and circulation manager
that the workers wouldn't keep their jobs under the new ownership,
and has offered them severance packages.

Reuters relates that The Times Co. will also sell its share of its
headquarters building and has laid off staff at the About.com Web
site, to save money as ad revenue falls due to the recession and
as more people go online to get news for free.

Russell Adams at The Wall Street Journal reports that The Times
Co. has appointed Vice Chairperson Michael Golden to the
additional post of president and chief operating officer of the
Regional Media Group, which has 15 small to midsize dailies,
mostly in the Southeast, including the TimesDaily.

                     About The New York Times

The New York Times Co., a leading media company with 2008 revenues
of $2.9 billion, includes The New York Times, the International
Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR-
FM and more than 50 Web sites, including NYTimes.com, Boston.com
and About.com.  The company was founded in 1896.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2008, the
NY Times cut its quarterly dividend by 74%, as part of an effort
to conserve cash.  The NY Times said that it took steps to lower
debt and increase liquidity, including reevaluating its assets.
The NY Times has laid off employees, merged sections of the NY
Times and Globe to reduce printing costs, and consolidated New
York area printing plants this year.

As reported by the TCR on January 26, 2009, Moody's Investors
Service downgraded The New York Times Company's senior unsecured
rating to Ba3 from Baa3, the commercial paper rating to Not Prime
from Prime-3, and assigned the company a Ba3 Corporate Family
Rating, Ba3 Probability of Default Rating, and SGL-3 speculative-
grade liquidity rating. The commercial paper rating will be
withdrawn.  The rating actions conclude the review for downgrade
initiated on October 23, 2008. The rating outlook is negative.

The TCR said January 22 that Standard & Poor's Ratings Services
indicated its rating and outlook on The New York Times Co. (BB-
/Negative/--) are not affected by the company's announcement of a
private financing agreement with Banco Inbursa and Inmobiliaria
Carso for an aggregate amount of $250 million -- $125 million each
-- in senior unsecured notes due 2015 with detachable warrants.
The senior unsecured notes have a coupon of 14.053%, of which the
company may elect to pay 3% in kind, and will rank equally and
ratably on a senior unsecured basis with all senior unsecured
obligations of the company.  Carlos Slim Helu and members of his
family own Inmobiliaria Carso (which currently holds 6.9% of the
company's class A shares) and are the main shareholders of Grupo
Financiero Inbursa S.A B. de C.V., which is the parent company of
Banco Inbursa.  The New York Times had said proceeds would be used
to pay down existing debt, including its $400 million revolver due
May 2009 (under which a modest amount is currently outstanding).


NORTHEAST BIOFUELS: To Hold Auction for Ethanol Plant on April 27
-----------------------------------------------------------------
Northeast Biofuels L.P. will hold an auction on March 27 for its
almost-completed ethanol plant in Fulton, New York.

The Debtor has not yet signed a contract with a buyer, and is
conducting an auction "to learn whether anyone is willing to buy
the facility," according to Bloomberg's Bill Rochelle.

Bill Rochelle said that if there is no acceptable bid, the secured
lenders were given the ability by the bankruptcy judge to make a
motion on short notice for conversion of the Chapter 11 case to a
liquidation in Chapter 7.

Bids are due April 21 and a sale hearing will be conducted on
April 29, if a buyer emerges.  Lenders are allowed to submit
credit bids.

Mr. Rochelle said that the Company has given up the idea of
locating debtor-in-possession financing for its Chapter 11 case.

                     About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The Debtors proposed FTI Consulting Inc. as their
financial advisor.  When the Debtors filed for protection from
their creditors, they listed assets and debt between $100 million
to $500 million each.


ORLEANS HOMEBUILDERS: Pens Employment Agreement with COO Vasey
--------------------------------------------------------------
Orleans Homebuilders Inc. has embodied the terms of an At-Will
agreement it entered into in December 10, 2008, with the Company's
Chief Operating Officer Michael T. Vasey, into a written
Employment Agreement, effective March 10.

Mr. Vasey will be subject to the supervision of the Chairman of
the Board and Chief Executive Officer and the Board of Directors
as written under the Employment and Non-Competition and
Confidentiality Agreement.

Mr. Vesey's base salary will be $535,000, his base salary before
approval of the terms of the At-Will Agreement.  This will be
reviewed no less often than annually and may be adjusted upward
or, with the consent of Mr. Vesey, downward.

Mr. Vesey will be eligible to continue his participation in the
Orleans Homebuilders, Inc. Incentive Compensation Plan, which
presently provides for the payment of an annual incentive bonus to
Mr. Vesey equal to 1.5% of the Company's net pre-tax profit for
the applicable fiscal year.  Mr. Vesey will also remain eligible
to receive additional bonuses at the Company's discretion.

Consistent with Mr. Vesey's employment arrangements prior to the
approval of the At-Will Agreement, Mr. Vesey will continue to be
eligible to participate in the Company's group insurance plan,
health plan, SERP, Compensation Deferral Plan and 401(k) plan, as
well as other similar plans to the extent and upon terms offered
to the Company's other senior executive officers. He will also be
eligible for four weeks of vacation per year and business expense
reimbursement and is also entitled to receive a monthly
transportation allowance of $730.

The full-text copy of the Employment Agreement between Orleans and
Mr. Vasey is available for free at:

              http://ResearchArchives.com/t/s?3a88

A full-text copy of the Non-Competition and Confidentiality
agreement is available without charge at:

             http://ResearchArchives.com/t/s?3a89

Orleans Homebuilders, Inc. -- http://www.orleanshomes.com--
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  It has operations in Southeastern
Pennsylvania; Central and Southern New Jersey; Orange County, New
York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond
and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.
The Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.

On February 11, 2009, Orleans Homebuilders, Inc. (AMEX: OHB)
reported that it and its lenders have entered into the First
Amendment to its Second Amended and Restated Credit Loan Agreement
and First Amendment to Security Agreement, effective immediately.
Among other things, the Amendment immediately improves the
borrowing base availability calculation by decreasing certain
borrowing base category limitations.

The Troubled Company Reporter reported on February 2, 2009,
Orleans Homebuilders, Inc., received a limited waiver from its
lenders under the Company's Second Amended and Restated Revolving
Credit Line Agreement.  The effect of this waiver is to provide a
period during which certain covenants in the Credit Facility are
waived through and including February 6, 2009, which includes a
waiver of a breach of a covenant related to the Company's
outstanding borrowings exceeding its then available borrowing
base.


PARENT CO: Unsecured Creditors Settle with Lender D.E. Shaw
-----------------------------------------------------------
The official committee of unsecured creditors of Parent Co.
reached a settlement with the Company's lender, D.E. Shaw & Co.,
under which the lender has agreed to pay cash for unsecured
creditors.  In exchange, the committee has agreed to waive any
claims against D.E. Shaw.

According to Bloomberg's Bill Rochelle, the case was on the verge
of conversion to Chapter 7 without the settlement.  He says that
after Parent Co.'s assets were sold, D.E. Shaw cut off financing,
and the Company responded by filing a motion with the U.S.
Bankruptcy Court for the District of Delaware for conversion of
the Chapter 11 case to liquidation under Chapter 7.  Not willing
to give up, the Creditors Committee in February filed a motion for
authority to sue Shaw for fraud, breach of fiduciary duty, and
equitable subordination.

Pursuant to the Settlement, the Company will receive $1.75 million
cash from Shaw that will enable the payment of expenses and supply
what the papers say otherwise would be "an uncertain recovery to
unsecured creditors," Bloomberg said.

According to a TCR report on February 18, the Parent Co. was
authorized by the Court to sell its trademarks, trade names and
Web sites to Toys "R" Us Inc. for $2.15 million, and other assets
to another buyer for $738,000.

                     About The Parent Company

Headquartered in Denver, Colorado The Parent Company --
http://www.etoys.com-- sells toys and children's products through
its websites.  Debtor-affiliate Parent Company is publicly traded
on the NASDAQ under the ticker symbol KIDS.  The Debtors lease two
distribution centers in Blairs, Virginia, which holds inventory
and ship products, and Ringgold, Virginia, which is used primarily
for ship-alone items off-site storage.  The company and eight of
its affiliates filed for Chapter 11 protection on December 28,
2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, represent the Debtors.  The Debtors proposed Clear Thinking
Group LLC as financial advisor; Omni Management Group LLC as
claims agent; and Gibson & Rechan LLC as chief restructuring
officer.  When the Debtors filed for protection from their
creditors, they listed $20,633,447 in total assets and $35,722,280
in total debts.


PEGASUS SOLUTIONS: Moody's Withdraws Ratings on Business Reasons
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on Pegasus
Solutions Inc. for business reasons.

These ratings were withdrawn:

  -- $10 million senior secured revolver due 2012, B1 (LGD2, 18%)

  -- $56 million senior secured term loan B due 2013, B1 (LGD2,
     18%)

  -- $30 million senior secured delayed draw term loan due 2013,
     B1 (LGD2, 18%)

  -- $105 million senior unsecured notes due 2015, Caa2 (LGD5,
     74%)

  -- Corporate Family Rating, Caa1

  -- Probability of Default Rating, Caa1

The previous rating action occurred on January 22, 2009 when
Moody's changed Pegasus' outlook to negative.

Pegasus Solutions, Inc., is a provider of technology and services
to hotel and travel distributors.  Its services include central
reservation systems; distribution services that link hotel CRS's
to travel agent systems and travel websites; third-party hotel
marketing services; and commission processing services for hotels,
travel agents and travel websites.  The company is headquartered
in Dallas, Texas and reported revenues of $164 million in the
twelve months ended September 30, 2008.


PEREGRINE SYSTEMS: Court Snubs Former Shareholders' Fraud Lawsuit
-----------------------------------------------------------------
Kenneth Ofgang at Metropolitan News reports that the Fourth
District Court of Appeal has ruled that fraud accusations by
former shareholders in Peregrine Systems, Inc., lack sufficient
evidence to go to trial.

Metropolitan News states that the lawsuit was filed by a group led
by Houston, Texas businessman Robert Reese Bains III.  Mr. Bains,
Metropolitan News relates, said that he lost $6.5 million on his
investment in Peregrine Systems.

According to Metropolitan News relates that the former
shareholders claimed that the majority shareholder and two other
directors knew about the massive accounting fraud before Peregrine
Systems' bankruptcy filing.

Metropolitan News relates that John Moores was chairperson of the
board and owned or controlled a majority of Peregrine Systems'
shares when it went public in 1997.  Mr. Moores, according to the
report, had sold more than $600 million worth of Peregrine
Systems' stock by the time the accounting problems were revealed
in 2002.  Many executives, including a former chief executive
officer and a former chief financial officer, were sent to prison,
the report states.  The report says that Mr. Moores was never
charged with a crime and has claimed that he was duped by those
executives.

                    About Peregrine Systems

Headquartered in San Diego, Calif., Peregrine Systems, Inc. --
http://www.peregrine.com/-- was a global provider of enterprise
software to enable leading companies to optimally manage the IT
infrastructure.  The Company's flagship product suites --
ServiceCenter(R) and AssetCenter(R) -- create a foundation for IT
asset and service management solutions based on industry best
practices, including ITIL (IT Infrastructure Library).  In
addition, customers used Peregrine's Configuration Services suite
to gain an accurate, consolidated view of their IT assets.
Peregrine recently introduced a new vision -- Optimal IT -- to
deliver predictive analytics and decision modeling to optimize IT
performance.  The Company conducted business from offices in the
Americas, Europe and Asia Pacific.

The Company filed a voluntary Chapter 11 petition on Sept. 22,
2002.  On Aug. 7, 2003, Peregrine became the first public
enterprise software company to successfully restructure under
Chapter 11 protection, shedding about $537 million of debt.

In September 2005, Hewlett-Packard Co. (NYSE:HPQ; Nasdaq:HPQ) and
Peregrine Systems signed a definitive agreement pursuant to
which HP would acquire Peregrine in a cash merger for $26.08 per
share representing an aggregate equity value of $425 million.
That same year, Peregrine settled with the U.S. Securities and
Exchange Commission after restating $509 million in revenue.


PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding
-----------------------------------------------------------------
Plaza Management Overseas SA filed a Chapter 15 petition in the
U.S. Bankruptcy Court for the District of New Jersey.

Bloomberg's Bill Rochelle said Plaza Management filed for
bankruptcy to protect $860 million in loans and investment from
Credit Suisse Strategic Partners.  The Bankruptcy Court has issued
a temporary order barring any actions against the Debtor until
March 30, when the Court is scheduled to hold another hearing.

According to Bloomberg, Plaza Management filed for protection from
creditors on March 13 in the High Court of Justice in the British
Virgin Islands where it says it's based.

In its Chapter 15 petition, Plaza Management is asking the New
Jersey Court to recognize the court in the Caribbean as having the
"foreign main proceeding."  If the petition is approved, Credit
Suisse and other creditors will be barred from pursuing their
claims in the U.S.

Plaza Management says Credit Suisse "compelled" it to make
investments in "poorly performing funds," Bill Rochelle reported.
The Company, according to the same report, also contends that
former counsel mistakenly pledged the investments to Credit
Suisse. Credit Suisse invested $751 million.

Plaza Management Overseas SA is a family-owned manager of
investment portfolios.  It filed for Chapter 16 protection on
March 18 (Bankr. D. N.J., Case No. 09-16545).


PRODIGY HEALTH: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of Prodigy Health Group, Inc.  The rating agency also
affirmed the B2 senior secured rating of Prodigy's secured 1st
lien credit facility ($171 million term loan and $20 million
revolver), and the Caa1 senior secured rating of Prodigy's
$75 million 2nd lien secured credit facility.  The outlook on the
ratings remains stable.

According to Moody's, the B2 corporate family rating reflects the
company's high financial leverage (debt to EBITDA of 5.5x as of
December 31, 2008, where debt includes operating leases), low
coverage ratio (EBITDA interest coverage of approximately 2.0x as
of December 31, 2008), and negative after-tax earnings over the
last few years.  These credit negatives are somewhat offset by the
company's strong and consistent operating margins and its position
as the largest privately held health plan manager, with a national
geographic base, over one million members, and projected annual
fee revenue of over $200 million for 2009.

The rating agency noted that Prodigy has been very acquisitive
over the last few years, including the purchase of several small
TPA's and medical management companies during 2008.  These
acquisitions, while increasing revenue and EBITDA, also add
integration risks.

The rating agency stated that the ratings could move up if debt to
EBITDA is reduced to at least 3.5x, EBITDA interest coverage is at
least 3.5x, and the overall company achieves annual organic growth
of at least 3.5% while maintaining current earnings margin levels.
However, if the company becomes involved in another large
acquisition involving additional debt, if EBITDA interest coverage
falls below 1.0x , if free cash flow to debt is below 2.5%, or if
there is an annual decline in revenue of 10% or greater, then the
ratings could be moved down.

These ratings were affirmed with a stable outlook:

* Prodigy Health Group, Inc. -- corporate family rating of B2;
1st lien senior secured debt rating of B2; 2nd lien senior
secured debt rating of Caa1.

Prodigy Health Group, Inc., a health services holding company that
provides self -- funded health plan administration to employers,
claims processing to managed care companies, and medical
management to health plan payers, is headquartered in Westport,
Connecticut.  As of December 31, 2008, the company reported
shareholders' equity of $51 million.  Total revenue for calendar
year 2008 was $188 million.

The last rating action was on October 27, 2006, when the ratings
were assigned.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding
-----------------------------------------------------------------
Plaza Management Overseas SA filed a Chapter 15 petition in the
U.S. Bankruptcy Court for the District of New Jersey.

Bloomberg's Bill Rochelle said Plaza Management filed for
bankruptcy to protect $860 million in loans and investment from
Credit Suisse Strategic Partners.  The Bankruptcy Court has issued
a temporary order barring any actions against the Debtor until
March 30, when the Court is scheduled to hold another hearing.

According to Bloomberg, Plaza Management filed for protection from
creditors on March 13 in the High Court of Justice in the British
Virgin Islands where it says it's based.

In its Chapter 15 petition, Plaza Management is asking the New
Jersey Court to recognize the court in the Caribbean as having the
"foreign main proceeding."  If the petition is approved, Credit
Suisse and other creditors will be barred from pursuing their
claims in the U.S.

Plaza Management says Credit Suisse "compelled" it to make
investments in "poorly performing funds," Bill Rochelle reported.
The Company, according to the same report, also contends that
former counsel mistakenly pledged the investments to Credit
Suisse. Credit Suisse invested $751 million.

Plaza Management Overseas SA is a family-owned manager of
investment portfolios.  It filed for Chapter 16 protection on
March 18 (Bankr. D. N.J., Case No. 09-16545).


PURADYN FILTER: Increases Authorized Shares to 50,000,000
---------------------------------------------------------
Puradyn Filter Technologies Incorporated on March 5, 2009, filed a
Certificate of Amendment to increase the number of authorized
shares of its common stock from 40,000,000 shares to 50,000,000
shares effective close of business on March 25, 2009.

The aggregate number of shares of all classes of capital stock
which the Corporation has authority to issue is 50,500,000 of
which 50,000,000 are to be shares of Common Stock, $0.001 par
value per share, and of which 500,000 are to be shares of
Preferred Stock, $0.001 par value per share.

The shares may be issued by the Corporation from time to time as
approved by the Board of Directors of the Corporation without the
approval of the stockholders.

The Certificate of Amendment were adopted the Board of Directors
on January 30, 2009, and by the holders of a majority of the
outstanding common stock by the written consent dated March 4,
2009. Upon filing to the Certificate of Incorporation the Company
did not indicate a change in par value of the common stock.

A full-text copy of the Certificate of Amendment is available for
free at: http://ResearchArchives.com/t/s?3a74

                      About Puradyn Filter

Based in Boynton Beach, Florida, Puradyn Filter Technologies Inc.
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the PURADYN(R) Oil Filtration System, a bypass oil
filtration product.

                       Going Concern Doubt

Webb and Company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about Puradyn Filter Technologies Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm related that the company "has suffered
recurring losses from operations, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder."


REDDY ICE: Says Execs Established Pre-arranged Stock Trading Plans
------------------------------------------------------------------
Reddy Ice Holdings, Inc., on March 16 announced that certain of
the Company's officers, including Gilbert M. Cassagne, the
Company's President and Chief Executive Officer; Steven J.
Janusek, the Company's Executive Vice President, Chief Financial
Officer and Secretary; and Paul D. Smith, the Company's Executive
Vice President and Chief Operating Officer, have established pre-
arranged personal stock trading plans, or amended their pre-
existing pre-arranged personal stock trading plans, in each case
to purchase shares of the Company's common stock.

According to the Company, these plans may have the effect of
spreading stock trades over an extended period of time, thereby
reducing market impact.

The stock trading plans of Messrs. Cassagne and Janusek will
terminate on December 31, 2009; the stock trading plan of Mr.
Smith will terminate on September 16, 2009.

Purchases of shares pursuant to the stock trading plans will be
reported through Form 4 filings with the Securities and Exchange
Commission.  Except as may be required by law, the company does
not report stock trading plans by other company officers or
directors, or modifications, transactions or other activities
under any previously announced plan.

Based in Dallas, Texas, Reddy Ice Holdings, Inc., and its wholly-
owned subsidiary, Reddy Ice Corporation, manufacture and
distribute packaged ice products.  The Company is the largest
manufacturer of packaged ice products in the United States and
serves roughly 82,000 customer locations in 31 states and the
District of Columbia.

The Company entered into an Agreement and Plan of Merger, dated as
of July 2, 2007, with certain affiliates of GSO Capital Partners
LP.  The Merger Agreement provided for the acquisition of the
Company's outstanding common stock for a cash purchase price of
$31.25 per share.  The Company's stockholders approved the
transaction at a special stockholder meeting on October 12, 2007.

On January 31, 2008, the Company reached an agreement with
affiliates of GSO to terminate the Merger Agreement.  A settlement
agreement was entered into which released all parties from any
claims related to the contemplated acquisition and provided for a
$21 million termination fee to be paid by GSO.  The Company agreed
to pay up to $4 million of fees and expenses incurred by GSO and
its third-party consultants in connection with the transaction.
The Company received a net payment of $17 million on February 5,
2008.  During the nine months ended September 30, 2008, the
Company incurred $900,000 of other expenses in connection with the
transaction and the related stockholder litigation.  No expenses
were incurred during the three months ended September 30, 2008.

As of September 30, 2008, Reddy Ice had $472.3 million in total
assets, and $39.1 million in current liabilities, $389.2 million
in long-term obligations, and $30.5 million in commitments and
other contingencies.  As of September 30, 2008, Reddy Ice had
$209.1 million in accumulated deficit and $780,000 in accumulated
other comprehensive losses.  The company reported a net loss of
$112.9 million during the three months ended September 30.

                           *     *     *

In March 2008, the Company was served by the Office of the
Attorney General of the State of Florida with an antitrust civil
investigative demand requesting the production of documents and
information relating to an investigation of agreements in
restraint of trade or price-fixing with respect to the pricing or
market allocation of packaged ice.  In June 2008, the Company
received a civil investigative demand from the Office of the
Attorney General of the State of Arizona.  The Company has been
advised that the Florida CID and the Arizona CID were issued as
part of a multi-state antitrust investigation of the packaged ice
industry and that the Attorneys General of 19 states and the
District of Columbia are participating in the multi-state
investigation.  The Company believes the states' investigation is
related to the ongoing investigation of the packaged ice industry
by the Antitrust Division of the Department of Justice.  The
Company is cooperating with the authorities in these
investigations and expects to continue to make available documents
and other information in response to the subpoena and the civil
investigative demands.  At this time the Company is unable to
predict the outcome of these investigations or any potential
effect they may have on the Company, its employees or operations.

In March 2008, the Company's Board of Directors formed a special
committee of independent directors to conduct an internal
investigation of these matters.   In October 2008, Reddy Ice
received notice that the Securities and Exchange Commission has
initiated an informal inquiry into matters that are the subject of
the ongoing investigation by the special committee.  The Company
has said it intends to cooperate with the SEC's informal inquiry.

As reported in the Troubled Company Reporter on Aug. 20, 2008,
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Reddy Ice Holdings, Inc. to
B2 from B1 and assigned an SGL-3 speculative grade liquidity
rating.  Moody's concurrently lowered the ratings on the
$300 million senior secured credit facility and senior discount
notes by one notch.  Moody's said the rating outlook is negative.

As reported in the Troubled Company Reporter on Aug. 20, 2008,
Standard & Poor's Ratings Services revised its outlook on Dallas,
Texas-based Reddy Ice Holdings Inc. and its wholly owned operating
subsidiary, Reddy Ice Corp. (Reddy Ice) to negative from stable.
At the same time, S&P affirmed all of its ratings on the company,
including the 'B+' corporate credit rating.  As of June 30, 2008,
Reddy Ice had about $438 million in adjusted debt.


ROBIN ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Robin Associates, LLC
        457 State Street
        Beaver, PA 15009

Bankruptcy Case No.: 09-21717

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Edgardo D. Santillan, Esq.
                  Santillan & Associates,P.C.
                  650 Corporation Street, Ste. 304
                  Beaver, PA 15009
                  Tel: (724) 770-1040
                  Email: edscourt@debtlaw.com

Estimated Assets: $0 to $50,000

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

The Debtor's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
GECMC 2007-C1 Steubenville Pike                      $5,282,636
Limited Partnership
c/o LNR Partners, Inc.
Miami, FL 33130

The petition was signed by Werner Staaf, president of the Company.


SEARS HOLDINGS: Moody's Downgrades Corp. Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Ba1 the corporate
family and probability of default ratings for Sears Holdings, Inc.
Moody's also downgraded the company's speculative grade liquidity
rating to SGL-2 from SGL-1.  The outlook is stable.  These rating
actions conclude the review for possible downgrade initiated on
December 8, 2008.

The downgrade is based primarily on the continuing decline in
Sears' operating performance which has caused leverage and
interest coverage to deteriorate to levels representative of the
Ba2 rating category.

"Sears remains challenged in certain product segments, with the
macroeconomic downturn impacting even its traditionally solid
hardlines business," stated Moody's Senior Analyst Charlie O'Shea.

Sears' Ba2 rating considers its formidable position in hardlines
and the related service segments, led by its proprietary market-
leading Kenmore and Craftsman brands.  The rating also considers
its respectable positions in home electronics and the grocery and
consumables segments, and its 73% stake in Sears Canada, which has
been a consistently solid performing operation.  Negative factors
impacting the rating include its continuing weak apparel business
(except for Lands' End), its very weak operating margins, and its
historically shareholder-friendly financial policy.  The stable
outlook considers Sears' credit metrics, which are largely
representative of the Ba2 rating category.  The outlook also
considers the overall strength of Sears' hardlines brands and the
support they typically provide to the struggling soft lines
business.

The downgrade to SGL-2 of the speculative grade liquidity rating
results primarily from the upcoming March 2010 maturity of the
$4 billion asset-backed revolving credit facility, which occurs
within the forecasted SGL period.  Sears still maintains good
liquidity, with healthy cash balances.  Moody's expects that it
will be able to fund virtually all of its cash flow requirements
from internal sources, with only minimal borrowings under the
$4 billion revolver.

Ratings downgraded include these:

Sears Holdings Corporation

  -- Corporate family rating to Ba2 from Ba1;

  -- Probability of default rating to Ba2 from Ba1;

  -- $4 billion senior secured revolving credit facility to Ba1
     (LGD3, 32%) from Baa3 (LGD2, 28%), and

  -- Speculative grade liquidity rating to SGL-2 from SGL-1.

Sears, Roebuck and Co.

  -- Issuer rating to Ba2 from Ba1.

Sears Roebuck Acceptance Corp.

  -- 5.2% to 7.5% medium term notes due 2008 to 2013 to Ba3 (LGD5,
     76%) from Ba2 (LGD5, 74%);

  -- 6.25% to 7.5% notes due 2008 to 2043 to Ba3 (LGD5, 76%) from
     Ba2 (LGD5, 74%), and

  -- Debentures and bonds to Ba3 from Ba2.

Sears DC Corp.

  -- 9.07% to 9.2% medium term notes due 2012 to B1 (LGD6, 97%)
     from Ba2 (LGD6, 97%).

The last rating action for Sears Holdings was the December 8, 2008
placement of the ratings on review for possible downgrade.

Sears Holdings, Inc., headquartered in Hoffman Estates, Illinois,
is a leading home improvement and apparel retailer, with annual
revenues of around $46 billion


SEMGROUP ENERGY: Lenders Extend Forbearance Until April 8
---------------------------------------------------------
SemGroup Energy Partners, L.P., said that on March 18, 2009, the
Company and the requisite Lenders entered into a Third Amendment
to Forbearance Agreement and Amendment to Credit Agreement, dated
as of March 17, 2009.  The Third Amendment extends the Forbearance
Period until the earliest of (i) April 8, 2009, (ii) the
occurrence of any default or event of default under the Credit
Agreement other than certain defaults and events of default
indicated in the forbearance agreement, as amended, or (iii) the
failure of SGLP to comply with any of the terms of the forbearance
agreement, as amended.

"The forbearance extension will allow us additional time to
negotiate definitive documents and the waiver of existing defaults
or events of default under our credit agreement required in
connection with the settlement agreement with the Private Company.
Further, our current cash balance is in excess of $30 million, and
we believe this amount of cash is sufficient to run our day to day
operations in the near term," stated Mike Brochetti, Executive
Vice President -- Corporate Development and Treasurer of SGLP's
general partner.

Events of default currently exist under SGLP's Amended and
Restated Credit Agreement, dated February 20, 2008, with Wachovia
Bank, National Association, as Administrative Agent, L/C Issuer
and Swing Line Lender, Bank of America, N.A., as Syndication
Agent, and the lenders from time to time party thereto.  As a
result of the events of default, the Lenders under the Credit
Agreement may, among other remedies, declare all outstanding
amounts under the Credit Agreement immediately due and payable and
exercise all rights and remedies available to the Lenders under
the Credit Agreement and related loan documents.

The default prohibits SGLP from borrowing under its credit
facility to fund working capital needs or to pay distributions to
its unitholders, among other things.  Effective September 18,
2008, SGLP and the requisite lenders entered into a Forbearance
Agreement and Amendment to Credit Agreement under which the
lenders agreed, subject to specified limitations and conditions,
to forbear from exercising their rights and remedies arising from
SGLP's defaults or events of default for the period commencing on
September 18, 2008, until December 11, 2008.  The Forbearance
Period was extended until December 18, 2008, pursuant to a First
Amendment to Forbearance Agreement and Amendment to Credit
Agreement, and the Forbearance Period was further extended until
March 18, 2009, pursuant to a Second Amendment to Forbearance
Agreement and Amendment to Credit Agreement.

Under the Third Amendment, SGLP agreed to pay the Lenders
executing the Third Amendment a fee equal to 0.25% of the
aggregate commitments under the Credit Agreement.

SemGroup Energy Partners -- http://www.SGLP.com/-- owns and
operates a diversified portfolio of complementary midstream energy
assets.  SemGroup Energy Partners provides crude oil and liquid
asphalt cement terminalling and storage services and crude oil
gathering and transportation services.  SemGroup Energy Partners
is based in Tulsa, Oklahoma.  SGLP's common units are currently
traded on the Pink Sheets, which is an over-the-counter securities
market, under the symbol SGLP.PK.  The general partner of SemGroup
Energy Partners is a subsidiary of SemGroup, L.P.


SEMGROUP ENERGY: General Partner Raises Going Concern Doubt
-----------------------------------------------------------
SemGroup Energy Partners G.P., LLC, has raised substantial doubt
as to SemGroup Energy Partners, L.P.'s ability to continue as a
going concern, due to the events related to the bankruptcy filings
of SemGroup, L.P., and its affiliates, including the uncertainty
relating to future cash flows and the existing events of default
under the partnership's credit facility.

The partnership has been and could continue to be materially and
adversely affected by such events and it may be forced to make a
bankruptcy filing or take other action that could have a material
adverse effect on its business, the price of its common units and
its results of operations.

                         Quarterly Report

SemGroup Energy Partners, L.P., has filed its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2008 and provided an
update on certain recent developments.

Revenues

For the six months ended June 30, 2008, and the year ended
December 31, 2008, the Company derived approximately 88% and
approximately 73%, respectively, of its revenues, excluding fuel
surcharge revenues related to fuel and power consumed to operate
its liquid asphalt cement storage tanks, from services it provided
to SemGroup, L.P., and its subsidiaries.  SemGroup, L.P., is
obligated to pay us minimum monthly fees totaling
$76.1 million annually and $58.9 million annually in respect of
the minimum commitments under the Throughput Agreement and the
Terminalling Agreement, respectively, regardless of whether such
services are actually utilized by the company.

Net Income Per Limited Partner Unit

Semgroup Energy Partners, L.P.'s consolidated balance sheets are
available at:

                http://ResearchArchives.com/t/s?3a95

Settlement with Semgroup, L.P.

On March 12, 2009, the Bankruptcy Court held a hearing and
approved the transactions contemplated by a term sheet relating to
the settlement of certain matters between SemGroup, L.P., and SGLP
(the "Settlement Agreement").  The Bankruptcy Court entered an
order approving the Settlement Agreement on March 20, 2009.

The Settlement Agreement provides for the following, among other
things:

    * SGLP will transfer certain crude oil storage assets located
      in Kansas to Semgroup, L.P.  These crude oil storage assets
      are part of Semgroup, L.P.'s proprietary Kansas crude oil
      transportation pipeline;

    * Semgroup, L.P., will transfer ownership of 355,000 barrels
      of crude oil tank bottoms and line fill to SGLP.  These
      barrels of crude oil are necessary for SGLP to operate its
      crude oil tank storage and the Oklahoma and Texas crude oil
      pipeline systems;

    * Semgroup, L.P., will reject the existing Throughput
      Agreement with SGLP pursuant to which SGLP provides crude
      oil gathering, transportation, terminalling and storage
      services for Semgroup, L.P., at certain minimum levels;

    * SGLP and Semgroup, L.P. will enter into a new throughput
      agreement pursuant to which SGLP will provide certain crude
      oil gathering, transportation, terminalling and storage
      services to Semgroup, L.P., based on actual volumes
      transported at market rates;

    * SGLP and Semgroup, L.P., will enter into a shared services
      agreement pursuant to which the company will provide
      certain crude oil operational services to SGLP;

    * SGLP and its affiliates will have a $20 million allowed
      unsecured claim against Semgroup, L.P., relating to
      rejection of the Throughput Agreement;

    * SGLP will offer employment to certain crude oil operational
      employees primarily located in Oklahoma, Kansas, and Texas;

    * Semgroup, L.P., will transfer its asphalt assets that are
      connected to SGLP's existing 46 asphalt terminals to SGLP
      or one of its affiliates;

    * Semgroup, L.P. will reject the existing Terminalling and
      Storage Agreement with SGLP pursuant to which SGLP provides
      asphalt terminalling and storage services for Semgroup,
      L.P., at certain minimum levels;

    * SGLP and Semgroup, L.P., will enter into a new terminalling
      agreement pursuant to which SGLP will provide asphalt
      terminalling and storage services for Semgroup, L.P.'s
      remaining asphalt inventory which will be removed from
      SGLP's asphalt storage facilities no later than October 31,
      2009;

    * a subsidiary of SGLP will have a $35 million allowed
      unsecured claim against Semgroup, L.P., relating to
      rejection of the Terminalling Agreement;

    * Semgroup, L.P., will be entitled to receive 20% of the
      proceeds of any sale by SGLP of any of the asphalt assets
      transferred to SGLP in connection with the Settlement
      Agreement that occurs within nine months of the transfer of
      such assets to SGLP;

    * Semgroup, L.P., will reject the Amended and Restated
      Omnibus Agreement pursuant to which the company provided
      certain general and administrative and operational services
      for SGLP.  SGLP is in the process of replacing these
      general and administrative services and hiring employees to
      perform certain of these operational services;

    * other than as provided above, SGLP and Semgroup, L.P.,
      entered into mutual releases of claims relating to the
      rejection of the Terminalling and Storage Agreement,
      Throughput Agreement and Amended and Restated Omnibus
      Agreement;

    * certain pre-petition claims by Semgroup, L.P., and SGLP
      will be netted and waived;

    * Semgroup, L.P., and SGLP will resolve certain remaining
      issues related to the contribution of certain crude oil
      assets to SGLP in connection with SGLP's initial public
      offering, SGLP's acquisition of certain asphalt assets from
      Semgroup, L.P., SGLP's acquisition of the Eagle North
      pipeline from Semgroup, L.P., and SGLP's acquisition of
      certain Cushing crude oil storage assets from Semgroup,
      L.P., including the release of claims relating to such
      acquisitions; and

    * SGLP and Semgroup, L.P., will enter into a license
      agreement providing SGLP with a non-exclusive, worldwide
      license to use certain trade names, including the name
      "SemGroup", and the corresponding mark until December 31,
      2009, and Semgroup, L.P., will waive claims for
      infringement relating to such trade names and mark prior to
      the date of such license agreement.

Semgroup, L.P., and SGLP have agreed to and are in the process of
negotiating and executing definitive documentation with respect to
the items contained in the Settlement Agreement, which will
supersede the Settlement Agreement when so executed.

The Settlement Agreement is subject to SGLP obtaining a consent
from its lenders to the transactions and a waiver of the existing
defaults or events of default under SGLP's credit agreement. There
can be no assurance that SGLP's lenders will provide the required
consent to the transactions or waiver of existing defaults or
events of default under SGLP's credit agreement or that the
transactions contemplated by the Settlement Agreement will be
consummated.

"We believe the proposed settlement with Semgroup, L.P., is in the
mutual best interests of Semgroup, L.P., and SGLP.  The agreement
will reunite Semgroup, L.P.'s asphalt assets with our assets and
will allow us to provide asphalt and terminalling services at some
or all of our 46 owned asphalt terminalling and storage
facilities.  We do not currently intend to operate an asphalt
marketing business, but instead will operate an asphalt
terminalling and storage business as we evaluate longer term
opportunities for the business.  Regarding our crude oil assets,
the settlement will result in us receiving crude oil line fill and
tank bottoms that are necessary to operate our Oklahoma, West
Texas and Longview, Texas storage and pipeline systems.  We will
continue to pursue additional third party crude oil transportation
and storage customers which currently account for approximately
88% of our crude oil revenues.  The settlement agreement also
resolves numerous other issues between the parties," stated Kevin
Foxx, Chief Executive Officer and President of SGLP's general
partner.

Realignment of Executive Management Team

On March 18, 2009, the Board of Directors of SGLP's general
partner realigned the officers of SGLP's general partner,
appointing Michael J. Brochetti as Executive Vice President-
Corporate Development and Treasurer, Alex G. Stallings as Chief
Financial Officer and Secretary, and James R. Griffin as Chief
Accounting Officer.  Mr. Brochetti had previously served as Chief
Financial Officer and Mr. Stallings had previously served as Chief
Accounting Officer and Secretary.  Mr. Griffin had previously
served as controller of our general partner.

Duke Ligon, Chairman of the Board of Directors of SGLP's general
partner said, "We believe this realignment provides additional
depth and expertise to our executive management team and better
describes the day-to-day responsibilities of each of the officers.
We welcome James to the executive management team and look forward
to his input and continued contribution to SGLP."

Extension of Forbearance

As previously disclosed, events of default have occurred and are
continuing under SGLP's credit agreement, which prohibit SGLP from
borrowing under its credit facility to fund working capital needs
or to pay distributions to its unitholders, among other things.
Effective September 18, 2008, SGLP and the requisite lenders
entered into a Forbearance Agreement and Amendment to Credit
Agreement under which the lenders agreed, subject to specified
limitations and conditions, to forbear from exercising their
rights and remedies arising from SGLP's defaults or events of
default described therein for the period commencing on September
18, 2008, until December 11, 2008.  The Forbearance Period was
extended until December 18, 2008, pursuant to a First Amendment to
Forbearance Agreement and Amendment to Credit Agreement, and the
Forbearance Period was further extended until March 18, 2009,
pursuant to a Second Amendment to Forbearance Agreement and
Amendment to Credit Agreement.

On March 18, 2009, SGLP and the requisite Lenders entered into the
Third Amendment to Forbearance Agreement and Amendment to Credit
Agreement, dated as of March 17, 2009.  The Third Amendment
extends the Forbearance Period until the earliest of (i) April 8,
2009, (ii) the occurrence of any default or event of default under
the Credit Agreement other than certain defaults and events of
default indicated in the forbearance agreement, as amended, or
(iii) the failure of SGLP to comply with any of the terms of the
forbearance agreement, as amended.

"The forbearance extension will allow us additional time to
negotiate definitive documents and the waiver of existing defaults
or events of default under our credit agreement required in
connection with the settlement agreement with Semgroup, L.P..
Further, our current cash balance is in excess of $30 million, and
we believe this amount of cash is sufficient to run our day to day
operations in the near term," stated Mike Brochetti, Executive
Vice President-Corporate Development and Treasurer of SGLP's
general partner.

Filing of Form 10-Q

As previously disclosed, SGLP's common units were delisted from
the Nasdaq Global Market effective at the opening of business on
February 20, 2009, due to SGLP's failure to timely file its
Quarterly Reports on Form 10-Q for the quarters ended June 30,
2008, and September 30, 2008.  SGLP's common units are currently
traded on the Pink Sheets, which is an over-the-counter securities
market, under the symbol SGLP.PK.  SGLP continues to work to
become compliant with its SEC reporting obligations and intends to
promptly seek the relisting of its common units on Nasdaq as soon
as practicable after it has become compliant with such reporting
obligations.  However, there can be no assurances that SGLP will
be able to relist its common units on Nasdaq or any other national
securities exchange and SGLP may face a lengthy process to relist
its common units if it is able to relist them at all.

                         About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SHAWN CHARLES ROTEN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Shawn Charles Roten
        Elizabeth Anne Stewart-Roten
        744 Loveland Ave.
        Mukilteo, WA 98275

Bankruptcy Case No.: 09-12202

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $1,803,200.00

Total Debts: $2,212,965.63

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

The petition was signed by Shawn Charles Roten and Elizabeth Anne
Stewart-Roten.


SIMTROL INC: Receives Grant to Use ACIS Technology
--------------------------------------------------
Simtrol Inc. on March 9 executed a license agreement with ACIS,
Inc. that significantly expanded the scope of the Company's rights
to certain ACIS technology.

ACIS granted to the Company the right, in perpetuity, to use and
modify the ACIS technology on a royalty-free basis for all future
Company products, without restrictions regarding the underlying
platform.

As consideration for the rights to the ACIS technology, the
Company made a one-time grant to ACIS of fully-vested nonqualified
options to purchase 150,000 shares of Company common stock at an
exercise price of $0.15 per share.

The license agreement replaces and supersedes the license
agreement dated September 27, 2001, under which the Company had
been required to pay per-unit royalties for use of the ACIS
technology, which was restricted to a single specified platform.
A full-text copy of the ACIS - SIMTROL Technology Agreement is
available for free at http://ResearchArchives.com/t/s?3a72

                       About Simtrol

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/-- is a developer of software that
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Simtrol Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has not achieved a sufficient level of revenues to support
its business and has suffered recurring losses from operations.

Simtrol Inc.'s consolidated balance sheet at September 30, 2008,
showed $2.5 million in total assets and $522,996 in total
liabilities.  As of September 30, 2008, the Company had cash and
cash equivalents of $2,034,834.  The Company said that since its
inception, it has not achieved a sufficient level of revenue to
support its business and incurred a net loss of $3,648,282 and
used net cash of $2,139,456 in operating activities during the
nine months ended September 30, 2008.  The Company has relied on
periodic issuances of common stock, preferred stock, and
convertible debt to sustain its operations.  The Company requires
substantial amounts of capital to fund current operations and the
continued development and deployment of its Device ManagerTM and
CuriaxTM product lines.

On January 23, 2008, the Company completed the sale of $1,500,000
of securities in a private placement of convertible notes.  On
June 30, 2008, the notes were exchanged in a private placement of
Series C convertible preferred stock and the Company received an
additional $1,053,153 (net of offering costs) from additional
investors on that date.  On September 26, 2008, the Company
received an additional $1,373,570 (net of offering costs) from
additional investors in a private placement of Series C
convertible preferred stock (see Note 7). Management of the
Company continues to actively seek additional funding to continue
to develop its products to generate income from operations.

Even if the Company obtains additional equity capital, the Company
may not be able to execute its current business plan and fund
business operations for the period necessary to achieve positive
cash flow.  In such case, the Company might exhaust its capital
and be forced to reduce expenses and cash burn to a material
extent, which would impair its ability to achieve its business
plan.  If the Company runs out of available capital, it might be
required to pursue highly dilutive equity or debt issuances to
finance its business in a difficult and hostile market, including
possible equity financings at a price per share that might be much
lower than the per share price invested by current shareholders.

No assurance can be given that any source of additional cash would
be available to the Company.  If no source of additional cash is
available to the Company, then the Company would be forced to
significantly reduce the scope of its operations or possibly seek
court protection from creditors or cease business operations
altogether.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


SOLOMON TECHNOLOGIES: Issues 23MM Shares to 4 Debenture Holders
---------------------------------------------------------------
Solomon Technologies, Inc., on March 11, issued 23,688,590 shares
of its common stock, par value $0.001 per share to four holders of
its Variable Rate Self-Liquidating Senior Secured Convertible
Debentures due April 19, 2009 and September 1, 2009.

On the same date, the Company issued 20,000 shares of Common Stock
to an employee for services rendered.  The shares of Common Stock
were issued under the pre-redemption provisions of the Debentures
and pursuant to separate redemption agreements.

                    About Solomon Technologies

Headquartered in Tarpon Springs, Florida, Solomon Technologies
Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/--
through its Motive Power and Power Electronics divisions,
develops, licenses, manufactures and sells precision electric
power drive systems.

                           *     *     *

Eisner LLP, in New York, expressed substantial doubt about Solomon
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm reported that the
company has incurred significant recurring operating losses, has a
working capital deficit and capital deficit, is delinquent in the
payment of payroll taxes and balances to certain employees, and is
in default of certain notes and debentures.

As of September 30, 2008, the Company's balance sheet showed total
assets of $8,612,539 and total liabilities of $13,887,985,
resulting in a capital deficiency of $5,275,446.


SPANSION INC: Posts $468MM 4th Quarter Net Sales; To Sell Assets
----------------------------------------------------------------
Spansion Inc. released its fourth quarter net sales results and
issued its net sales outlook for the current fiscal quarter.

In the fiscal fourth-quarter ended December 31, 2008, net sales
were $468 million.  During the fiscal first quarter 2009, ending
March 29, Spansion anticipates net sales of approximately
$400 million, driven by sales in certain telecommunications and
gaming segments as well as advance purchases from certain
customers, offset by continued weakness in the overall economy
during a quarter that is seasonally down compared to the fourth
quarter.

"Despite a troubled economy, Spansion gained segment share in the
fourth quarter while keeping average selling prices relatively
stable," said Spansion CEO John Kispert.  "In addition, net sales
in the first quarter are an indication of the continued customer
demand for Spansion solutions."

The Company also said it believes its chapter 11 cases are
progressing well.  The Company also noted that it is looking
forward to working closely with its creditors in the weeks and
months ahead on a plan of reorganization for the Company.

"The decisions we made to reduce costs were difficult, but
necessary," Mr. Kispert said.  "As a result of those actions,
Spansion expects to meet its post-petition obligations, and is
leveraging its global manufacturing facilities to meet customer
demand.  Spansion is experiencing relatively typical seasonal
patterns during the first quarter and is conducting business as
usual.  We plan to continue to take the necessary actions to
strengthen our cash position, to help enable Spansion to emerge
from the Chapter 11 process as a stronger and more focused
company."

As part of the restructuring process, Spansion also continues to
pursue strategic alternatives and is in discussions with multiple
companies regarding the potential sale of some or all of the
Company's assets.

                          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.


SPECTRUM BRANDS: Disclosure Statement Hearing Moved to April 14
---------------------------------------------------------------
Spectrum Brands Inc. pushed back the hearing on the disclosure
statement to its proposed Chapter 11 plan to April 14, Bloomberg's
Bill Rochelle said.  Approval of the disclosure statement is
required before the Company can begin soliciting support for, then
seek confirmation of, its Chapter 11 plan.

The disclosure statement for its Chapter 11 plan was originally
scheduled for last week.  The Company negotiated the terms of its
proposed restructuring plan with lenders before it filed for
bankruptcy and had intended a short stint in Chapter 11.

The deadline for the DIP Facility Administrative Agent, the Agent
for the Secured Term Lenders, each of the three Noteholders who
supported the restructuring support agreement, J. Aron & Company,
and the Official Committee of Equity Security Holders, to file
objections to the Disclosure Statement is extended to March 31.

The Debtors' request to establish Plan solicitation procedures
and the Term Lenders' request for adequate protection will also
be heard on April 14.

Goldman Sachs Credit Partners, L.P., as Administrative Agent on
behalf of the Term Lenders, has asked Judge Ronald B. King of the
U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, to push back the hearing to consider the
adequacy of the Disclosure Statement to mid-April 2009 and the
confirmation of the Prepackaged Chapter 11 Plan of Reorganization
to mid-May 2009.

Goldman Sachs also asked the Court for a scheduling order related
to the confirmation process.

Goldman Sachs asserted that the Plan is patently uncorfirmable
and it intends to object to the confirmation of the Plan in its
current form.  According to Goldman Sachs, the Plan is infeasible
and cannot satisfy the requirements to "reinstate" and cure the
debt of the Term Lenders.

Based on these facts, the confirmation of the Plan qualifies as a
contested matter, argued Goldman Sachs.  Although the Term
Lenders are attempting to resolve their disputes with the Debtors
and other interested parties on a consensual basis, Goldman Sachs
said there is no deal with the Term Lenders, and the prospect of
a contested Plan confirmation hearing is looming large.

Thus, Goldman Sachs asked the Court to fix a fair and organized
discovery schedule for the Confirmation Hearing.

                          Spectrum's Plan

Contemporaneous with their Chapter 11 filing, Spectrum Brands and
its affiliates filed their proposed Plan.  The Plan contemplates
that the Debtors will be reorganized and will continue in
operation, achieving the objectives of Chapter 11 for the benefit
of their creditors, customers, suppliers, and employees.

The Plan sets forth the capital structure for the Reorganized
Debtors upon their emergence from Chapter 11, as follows:

  * Exit Facility -- On the Effective Date, the Reorganized
    Debtors will obtain new financing to provide a portion of
    the funds necessary to make payments required to be made on
    the Effective Date, as well as funds for working capital and
    other general corporate purposes after the Effective Date.

  * Continuing Obligations -- The obligations under the Term
    Credit Facility will be continued in accordance with their
    original terms.

  * New Senior Subordinated Notes -- The Reorganized Debtors
    will authorize a new series of senior subordinated toggle
    notes issued by Reorganized Spectrum under the New
    Indenture, with the Reorganized Subsidiaries as guarantors
    and an indenture trustee to be determined in an aggregate
    principal amount equal to $218,076,363, which amount
    represents 20% of the Allowed Noteholder Claims.

  * Spectrum Equity Ownership -- The Reorganized Debtors will
    (i) provide for authorized capital on the Effective Date
    equal to [ ] shares of New Common Stock; (ii) issue on the
    Effective Date up to an aggregate amount of [ ] of New
    Common Stock for distribution in accordance with the terms
    of the DIP Facility; (iii) issue on the Effective Date up to
    an aggregate of [ ] shares of New Common Stock for
    distribution to holders of Allowed Noteholder Claims; and
    (iv) reserve for issuance the number of shares of New Common
    Stock necessary to satisfy the required distributions of
    equity awards granted under the New Equity Incentive Plan.

Under the Plan, Administrative Claims, Priority Tax Claims, and
Other Priority Claims, will be paid in full as required by the
Bankruptcy Code, unless otherwise agreed by the holders of such
claims.

Term Facility Claims and Other Secured Claims will be Reinstated
on their original terms.  The ABL Facility Claim will be paid in
full.  General Unsecured Claims will be paid in full when due
after approval and consummation of the Plan, unless otherwise
agreed by the holders of such claims.  The Noteholder Claims will
receive Pro Rata shares of the New Common Stock and New
Notes and the Existing Spectrum Notes will be cancelled.

Mr. Hussey says the Debtors, in connection with their prepetition
plan of shutting down the growing products portion of the Home
and Garden Business, has identified seven facilities that it has
closed or plans to close during the second fiscal quarter of
2009.  In addition, the Debtors plan to exit their facility in
Ninghai, China as part of their strategy of improving operational
efficiency and better utilizing their manufacturing resources.

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

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

The Debtors intend to exit from Chapter 11 by July 15, 2009.  The
Restructuring Agreement requires the Debtors to have their Plan
declared effective not later than July 15.

Furthermore, the Restructuring Agreement states that the Plan
will not have been confirmed by the Bankruptcy Court overseeing
the Debtors' Chapter 11 cases on or before June 30.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Seeks March 27 Extension of Schedules Filing
-------------------------------------------------------------
Spectrum Jungle Labs Corporation and its debtor-affiliates ask
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas to extend until March 27, 2009, the deadline by
which they must file their:

  -- schedules of assets and liabilities,
  -- statements of financial affairs, and
  -- schedules of executory contracts and unexpired leases.

The Debtors, according to D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, have exerted great
efforts toward preparing the Schedules and Statements by the
current deadline and have made substantial progress toward that
goal.  However, marshalling the data necessary to provide a clear
view of the assets, liabilities, contracts and other obligations
of the Debtors is a massive undertaking in light of the size and
complexity of the Debtors' operations, he says.

Having completed that process within the relatively short
timeframe provided, the Debtors, Mr. Baker says, require a few
more days to review and finalize the resulting lengthy documents
for filing.

Mr. Baker assures the Court that the requested extension would
not prejudice other parties-in-interest, particularly given the
adjournment of the Disclosure Statement Hearing to April 14,
2009.  Thus, if the requested relief is granted, creditors would
still have sufficient time to review the Debtors' Schedules and
Statements before the disclosure statement hearing.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Gets Green-Light to Employ Skadden as Counsel
--------------------------------------------------------------
Spectrum Jungle Labs Corporation and its debtor-affiliates
obtained authority from Judge Ronald B. King of the U.S.
Bankruptcy Court for the Western District of Texas to employ
Skadden, Arps, Slate, Meagher & Flom, LLP as their bankruptcy
counsel.

As reported by the Troubled Company Reporter on February 20, 2009,
the Debtors, according to Anthony L. Genito, the Debtors'
executive vice president and chief financial officer, have
selected Skadden Arps because of its extensive knowledge of the
Debtors' businesses and financial affairs, its general experience
and knowledge, and its recognized expertise in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.

Skadden Arps, Mr. Genito said, has a long-standing relationship
with the Debtors, having served as counsel to the Debtors for
several years in a variety of matters including several financing
transactions, class action and derivative action lawsuits, and
general securities law advice.

As a result of the firm's long-term relationship with the Debtors
and its role in advising the Debtors with respect to
restructuring issues, Skadden Arps has extensive background,
knowledge and understanding of the Debtors' operations and
businesses and is therefore well-suited to serve as bankruptcy
co-counsel, Mr. Genito said.

As co-counsel, Skadden Arps will:

  (a) advise the Debtors with respect to their powers and
      duties as debtors and debtors in possession in the
      continued management and operation of their businesses and
      properties;

  (b) negotiate and advise the Debtors with respect to
      debtor in possession financing and exit financing;

  (c) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of the cases, including all of
      the legal and administrative requirements of operating in
      Chapter 11;

  (d) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      behalf of the Debtors' estates, the defense of any actions
      commenced against those estates, negotiations concerning
      litigation in which the Debtors may be involved and
      objections to claims filed against the estates;

  (e) prepare, on behalf of the Debtors, motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

  (f) prepare and negotiate on the Debtors' behalf the plan
      of reorganization, disclosure statement, and all related
      or similar agreements or documents, and taking any
      necessary action on behalf of the Debtors to
      obtain confirmation of the plan;

  (g) advise the Debtors in connection with any sale of
      assets;

  (h) perform other necessary legal services and providing
      other necessary legal advice to the Debtors in connection
      with these Chapter 11 cases; and

  (i) appear g before the Court, any appellate courts, and the
      United States Trustee and protecting the interests of the
      Debtors' estates before these courts and the United States
      Trustee.

For their professional services, the Debtors will pay Skadden
Arps based on its hourly rates:

  Professional                         Hourly Rate
  ------------                         -----------
  Partners                           $730 to 1,050
  Counsel and Special counsel           695 to 835
  Associates                            360 to 680
  Legal assistants                      175 to 295

The Debtors will also reimburse Skadden Arps for their reasonable
and necessary out-of-pocket expenses incurred in the rendition of
its services with the Debtors.

The Debtors have paid Skadden Arps $750,000 for its professional
services on behalf of the Debtors.  Within the one-year period
preceding the Petition Date, the total aggregate amount of fees
earned and expenses incurred by Skadden Arps on behalf of the
Debtors in contemplation of these cases was approximately
$4,137,225.

D.J. Baker, Esq., a member at Skadden, Arps, Slate, Meagher &
Flom, LLP, said his firm is a "disinterested person," as the term
is defined in Section 101(14) of the Bankruptcy Code and as
modified by Section 1107(b).  Skadden Arps, he added, does not
hold or represent any interest adverse to the estates.

Prior to the entry of the order, D.J. Baker, Esq., at Skadden,
Arps disclosed additional entities or individuals previously
disclosed in the initial declaration:

  (1) Arnold Palmer Enterprises, Inc.;
  (2) Rubbermaid, Inc.
  (3) Mars, Inc.
  (4) Fulbright & Jaworski, L.L.P.
  (5) MeadWestvaco Calmar Inc.;
  (6) MeadWestvaco Corporation;
  (7) Sonoco Products Company; Southern
  (8) Graphic Systems, Inc.; and
  (9) Wisconsin Power & Light Company.

Mr. Baker attested that his firm will not represent any of these
parties in any matter involving the Debtors during the pendency of
the Debtors Bankruptcy cases.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Gets Go-Signal to Employ W. Kingman as Co-counsel
------------------------------------------------------------------
Spectrum Jungle Labs Corporation and its debtor-affiliates
obtained authority from Judge Ronald B. King of the U.S.
Bankruptcy Court for the Western District of Texas to employ The
Law Offices of William B. Kingman, P.C., as their bankruptcy co-
counsel.

The Court ruled that any prepetition retainer received by Kingman
from the Debtors remains after application to prepetition fees,
charges, costs or expenses, Kingman is authorized to hold the
remaining retainer for application to allowed amounts owed
pursuant to Kingman's final application in the bankruptcy cases.
However, Kingman will hold the remaining retainer as funds clearly
designated for the account of the Debtors.

As reported by the Troubled Company Reporter on February 20, 2009,
Anthony L. Genito, executive vice president and chief financial
officer of Spectrum Brands, Inc., said William Kingman will serve
as the Debtors' bankruptcy co-counsel with Skadden, Arps, Slate,
Meagher & Flom, LLP, and the law firm of Vinson & Elkins L.L.P.,
and handle specific bankruptcy matters as directed by the Debtors.

The Debtors, Mr. Genito related, have selected William Kingman
because of the firm's extensive knowledge of the Western District
of Texas' local rules and procedures, its general experience and
knowledge, Mr. Kingman's board certification in Business
Bankruptcy Law with the Texas Board of Legal Specialization, and
his expertise in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

As bankruptcy co-counsel, Mr. Kingman will:

  (a) advise the Debtors with respect to their powers and
      duties as debtors and debtors in possession in the
      continued management and operation of their businesses and
      properties;

  (b) negotiate and advise the Debtors with respect to
      debtor in possession financing and exit financing;

  (c) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest and advise and
      consult on the conduct of the cases, including all of
      the legal and administrative requirements of operating in
      chapter 11;

  (d) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      behalf of the Debtors' estates, the defense of any actions
      commenced against those estates, negotiations concerning
      litigation in which the Debtors may be involved and
      objections to claims filed against the estates;

  (e) prepare, on behalf of the Debtors, motions,
      applications, answers, orders, reports, and papers
      necessary to the administration of the estates;

  (f) negotiate on the Debtors' behalf the plan of
      reorganization, disclosure statement, and all related or
      similar agreements and/or documents, and taking any
      necessary action on behalf of the Debtors to obtain
      confirmation of the plan;

  (g) advise the Debtors in connection with any sale of
      assets;

  (h) perform other necessary legal services and providing
      other necessary legal advice to the Debtors in connection
      with these Chapter 11 cases; and

  (i) appear before the Court, any appellate courts, and the
      United States Trustee and protecting the interests of the
      Debtors' estates before such courts and the United States
      Trustee.

The Debtors will pay Mr. Kingman based on its hourly rates:

  Professional                         Hourly rate
  ------------                         -----------
  William B. Kingman, Esq.                 $300
  Paralegals                                $75

With respect to restructuring matters, the Debtors paid the firm
an initial retainer of $50,000 on January 30, 2009, to satisfy
prepetition fees and expenses of $8,596, with the remaining
$41,403 balance to satisfy all or a portion of the firm's Court-
approved postpetition fees.

William B. Kingman, Esq., a shareholder and president of the Law
Offices of William B. Kingman, P.C., said his firm has no interest
adverse to the Debtors and is a "disinterested person" as term is
defined in Section 327 of the Bankruptcy Code.  Mr. Kingman said
his firm has no connections with the Debtors, creditors or any
other parties-in-interest in these bankruptcy cases.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPORTSMAN'S WAREHOUSE: To Close 6 of 29 Remaining Stores
--------------------------------------------------------
According to Bloomberg's Bill Rochelle, Sportsman's Warehouse Inc.
Chief Financial Officer Rourk D. Kemp said in a filing with the
U.S. Bankruptcy Court for the District of Delaware that the
Company will be closing six of remaining 29 stores.

Sportsman's Warehouse, in a March 21 announcement of its
bankruptcy filing, said that it expects to:

  -- keep 29 stores open for business as usual;

  -- honor its customer service policies such as returns,
     exchanges, credits, and gift card programs at each
     store location;

  -- pay "post-petition" vendors, suppliers and other business
     partners for goods and services provided; and,

  -- continue to pay employees' wages and salaries, offering the
     same medical, dental, life insurance, disability and other
     benefits, and to accrue vacation time without interruption.

To help fund its business during the Chapter 11 proceedings,
Sportsman's has secured a commitment for an $85 million debtor-in-
possession (DIP) financing facility from GE Capital Corporation,
which facility includes an option for exit financing.

The Company has filed "first day" motions, seeking approval of,
among other things, the DIP loan and payment to suppliers and
employees.

The Company said that the filing is part of its efforts to address
financial challenges and identify a strategic or financial
investor.  The Company is "another retailer victim of the
worldwide global recession," CFO Rourk D. Kemp said.  Revenue of
$742 million for the fiscal year ended in October resulted in a
net operating loss of $24.8 million, Mr. Kemp said, according to
Bloomberg.

Bloomberg relates Sportman's debt includes $33.5 million owing on
a revolving credit to General Electric Capital Corp., $16 million
on a second-lien term loan owing to GB Merchant Partners LLC, and
$7.7 million on subordinated notes.

Midvale, Utah-based Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment. The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990). Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts. Kurtzman Carson Consultants, LLC, is the
Companies' claims agent.  The Company listed assets of $436
million against debt totaling $452 million as of Dec. 31.


STANFORD GROUP: James Davis Cooperating in Fraud Probe
------------------------------------------------------
Stanford Financial Group Chief Financial Officer and director
James M. Davis is cooperating with authorities in the
investigation of an alleged $8 billion Ponzi scheme at the
Company, Steve Stecklow at The Wall Street Journal reports, citing
David Finn, a Dallas attorney for Mr. Davis.

WSJ relates that people familiar with the matter said that Mr.
Davis' cooperation could advance the inquiries, which haven't been
able to secure information from Texas financier R. Allen Stanford,
who had asserted his Fifth Amendment right against self-
incrimination in its civil case against him.

Laurel Brubaker Calkins and Laurence Viele Davidson at Bloomberg
News states that Mr. Davis initially refused to cooperate in the
investigation, also asserting his "privilege against self-
incrimination under the Fifth Amendment of the U.S. Constitution
and decline to testify or provide an accounting."

WSJ says that Mr. Stanford is also being accused of engineering
the Ponzi scheme.  Laura Pendergest-Holt, another Stanford
Financial executive, was faces a separate criminal complaint
accusing her of obstruction of justice, WSJ relates.

                       About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford company
was founded by his grandfather, Lodis B. Stanford in 1932.
Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.
Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009.
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.  Mr.
Stanford's companies include Stanford International Bank, Stanford
Group Company (SGC), and investment adviser Stanford Capital
Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


STAR TRIBUNE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Star Tribune Company and Star Tribune Holdings Corporation filed
with the U.S. Bankruptcy Court for the District of Delaware, their
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property
  B. Personal Property            $355,409,331
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $480,145,758
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,855,610
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,252,914
                                  -----------     -----------
     TOTAL                       $355,409,331    $490,254,282

A full-text copy of the Debtors' schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3a8f

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  Diana G. Adams, the U.S. Trustee for Region 2,
selected seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee
proposed Lowenstein Sandler PC as its counsel.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


STRASBURG-JARVIS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Strasburg-Jarvis, Inc.
        9810 Industrial Blvd.
        Lenexa, KS 66215
        Tel: (913) 888-1115

Bankruptcy Case No.: 09-20622

Chapter 11 Petition Date: March 11, 2009

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Donald G Scott, Esq.
                  McDowell Rice Smith and Buchanan
                  350 Skelly Building
                  605 W. 47th Street
                  Kansas City, MO 64112-1905
                  Tel: (816) 753-5400
                  Email: dscott@mcdowellrice.com

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

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

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

          http://bankrupt.com/misc/ksb09-20622.pdf

The petition was signed by Terrance C. Jarvis, President of the
company.


SUNRISE SENIOR: Completes Sale of Greystone Subsidiaries
--------------------------------------------------------
Sunrise Senior Living, Inc., said that on March 18, 2009, it
completed the sale of its Greystone subsidiaries and related seed
money investments in five CCRC developments to two senior
Greystone executives and other investors.

Sunrise had been exploring strategic options for Greystone and
would no longer provide seed capital due to poor bond financing
markets.

On March, 5, 2009, Sunrise Senior Living and two of its
subsidiaries, Sunrise Development, Inc., and Sunrise Senior Living
Investments, Inc., entered into a binding letter agreement with
Greystone Partners II LP, an entity controlled by Michael Lanahan
and Paul Steinhoff (senior executives with the Greystone
companies), providing for:

   (i) the purchase by Buyer of all of the outstanding stock,
       membership interests and partnership interests of Greystone
       Communities, Inc., Greystone Development Company, LLC, and
       Greystone Development Company II LP from SDI; and

(ii) the purchase by Buyer, or one or more entities designated
     by Buyer, from SSLII of all of SSLII's interests in the
     seed capital partnerships located in (a) Boise, Idaho, (b)
     Carmel, Indiana, (c) Fort Worth, Texas, (d) Kirkwood,
     Missouri, and (e) Elmhurst, Illinois.

The Buyer agreed to pay to SDI this consideration for the Company
Interests: (i) $1,500,000 in cash; (ii) a $2,000,000 non-interest
bearing 30-day note secured by a security interest in the Company
Interests and personal guarantees provided by Michael Lanahan and
Paul Steinhoff; (iii) a $6,000,000 7-year note secured by a
security interest in the Company Interests and bearing interest at
10% per annum for the first 5 years and 12% per annum thereafter;
and (iv) a $2,500,000 non-interest bearing note payable in
installments of principal equal to 50% of all cash distributions
made by the Buyer to its partners in excess of distributions made
to cover their federal and state income taxes on taxable income
from the Buyer, with any remaining unpaid principal due at
maturity on March 21, 2029.

The parties also agreed that the Company and its subsidiaries will
not be subject to any future capital calls, claims or liabilities
relating to the Malden, Massachusetts partnership and shall be
indemnified and held harmless by the general partner of the
Malden, Massachusetts partnership from any such future liability.

The Buyer agreed to pay to SSLII this consideration for the Seed
Capital Interests: (i) $500,000 in cash; (ii) a $3,700,000 non-
interest bearing 45-day note secured by a security interest in the
Seed Capital Interests; (iii) a $3,050,000 non-interest bearing
45-day note to be paid as a cash contribution into the Seed
Capital Partnerships on behalf of SSLII and secured by a security
interest in the Seed Capital Interests; and (iv) the execution of
a net proceeds agreement from the Seed Capital Investors providing
for certain contractual payment obligations to the Company.

The net proceeds agreement provides for the payment to the Company
or its subsidiaries of: (i) 35% of the net proceeds received by
the Seed Capital Investors for each of the Seed Capital Interests
purchased from the Company or its subsidiaries, other than Fort
Worth, Texas, and (ii) 35% of the net proceeds received by the
Seed Capital Investors for the Fort Worth, Texas Seed Capital
Interest, after deducting the first $2,400,000 of amounts received
by Senior Quality Lifestyles, Inc.

Pursuant to the Letter Agreement, the parties have agreed to
execute definitive documentation consistent with the terms of the
Letter Agreement and to take all actions necessary to close the
transaction by March 16, 2009.

                    About Sunrise Senior Living

McLean, Virginia-based Sunrise Senior Living, Inc. (SRZ) --
http://www.sunriseseniorliving.com-- employs roughly 40,000
people.  As of December 31, 2008, Sunrise operated 435 communities
in the United States, Canada, Germany and the United Kingdom, with
a combined capacity for approximately 54,000 residents.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing, rehabilitative and hospice care.


SUNRISE SENIOR: Continues Gen. Counsel John Gaul's Engagement
-------------------------------------------------------------
Sunrise Senior Living, Inc., and John Gaul, the Company's General
Counsel, entered into a Separation Agreement and General Release,
dated December 9, 2008, pursuant to which, under certain
circumstances, Mr. Gaul would be entitled to certain benefits upon
his departure, which was expected to be effective on February 27,
2009.

Upon mutual understanding between the Company and Mr. Gaul, Mr.
Gaul is still currently employed by the Company and therefore has
not yet received any benefits pursuant to the Separation
Agreement, Sunrise Senior Living said.

                    About Sunrise Senior Living

McLean, Virginia-based Sunrise Senior Living, Inc. (SRZ) --
http://www.sunriseseniorliving.com-- employs roughly 40,000
people.  As of December 31, 2008, Sunrise operated 435 communities
in the United States, Canada, Germany and the United Kingdom, with
a combined capacity for approximately 54,000 residents.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing, rehabilitative and hospice care.


SUNRISE SENIOR: Pens 11th Amendment to BofA Credit Facility
-----------------------------------------------------------
Sunrise Senior Living, Inc., has agreed with its lenders to an
eleventh amendment to its Bank Credit Facility with Bank of
America, NA, as administrative agent, further waiving compliance
with certain financial covenants until April 30, 2009.

The purpose of this eleventh amendment is, among other things, to
provide the Company and its lenders with an additional period of
time to negotiate the terms of a twelfth amendment to the
Company's Bank Credit Facility that would comprehensively address
any remaining issues between the parties with respect to the Bank
Credit Facility through the current stated maturity date of
December 2, 2009.  The common desired objective is to execute such
twelfth amendment prior to the close of business on April 30,
2009.

"We are pleased that our bank line group has extended us this
additional time.  We have announced previously that we are working
to reach negotiated settlements with our lenders to preserve our
liquidity," said Mark Ordan, Sunrise's chief executive officer.
"While the outcome of our efforts remains uncertain, we believe
this extension is very beneficial to this process."

The Amendment, among other matters, suspends until May 1, 2009,
the obligation of the lenders and the L/C Issuer under the Credit
Agreement to (1) advance any additional proceeds of the loans to
the borrowers under the Credit Agreement or (2) issue any new
letters of credit for the accounts of any of the obligors (which
include the borrowers and the guarantors under the Credit
Agreement) or their subsidiaries.  However, the lenders and the
L/C Issuer agree to renew certain scheduled outstanding letters of
credit in accordance with the annual renewal provisions of such
letters of credit.  The obligations of the lenders and the L/C
Issuer to make any advances of proceeds of the loans or to issue
any new letters of credit on or after May 1, 2009, will be
conditioned upon the satisfaction of (x) certain additional
conditions precedent included in the Amendment and (y)
satisfaction of all other conditions required by the terms of the
Credit Agreement.  The Amendment also waived compliance with
certain financial covenants set forth in Section 7.14 of the
Credit Agreement through April 29, 2009, and the applicability of
certain cross-default provisions through April 30, 2009.

The Amendment also permanently reduces the aggregate commitments
of the lenders under the Credit Agreement from $160 million to the
total amount outstanding under the Credit Agreement as of the
Effective Date.  The aggregate commitments shall be further
reduced from time to time by any amounts paid to the
Administrative Agent for the accounts of the lenders from cash
proceeds of certain approved dispositions and cash proceeds of
certain federal tax refunds which the obligors may be entitled to
receive.

The Amendment also further modifies and extends the application of
certain negative covenants through May 1, 2009, that limit the
Company's ability to (i) pledge certain assets of the Company or
its subsidiaries or grant consensual liens on such assets; (ii)
incur additional indebtedness for borrowed money; and (iii)
dispose of real estate, improvements or material assets of the
Company or its subsidiaries.

Based on revised cash flow forecasts as well as a result of the
cash proceeds from the March 18, 2009 sale of the Company's
Greystone subsidiary, Sunrise currently expects that its cash
balances and expected cash flow will be sufficient to operate the
Company and meet its obligations through April 30, 2009.  However,
Sunrise does not expect to be in compliance with the financial
covenants in the Credit Agreement on April 30, 2009, which is the
day following the date on which the waiver of certain financial
covenants set forth in the Credit Agreement expires.

Unless a subsequent waiver is granted, failure to comply with the
financial covenants on April 30, 2009, would constitute an event
of default under the Credit Agreement that would allow the lenders
under the Credit Agreement to exercise certain remedies after the
expiration of any applicable grace period.  Additionally, the
lenders under the Credit Agreement would not be obligated to make
any advance of proceeds of the loans or issue any letters of
credit during the pendency of the event of default.

As of March 23, 2009, the Company had outstanding borrowings of
$93.5 million and outstanding letters of credit of approximately
$24.5 million.

From time to time, the Company has had customary commercial
banking relationships with certain of the lenders under the Credit
Agreement, including other commercial lending and banking
arrangements.  In addition, the Company has engaged and may in the
future engage, from time to time, one or more of the lenders or
their affiliates to provide investment banking and other advisory
and financial services to the Company.

The Company is seeking to restructure its Bank Credit Facility and
is exploring other potential sources of capital with other third
parties.  Additional financing resources will be required to
refinance existing indebtedness that comes due within the next 12
months.  The Company also is in the process of seeking waivers and
discussing a comprehensive restructuring plan with the lenders to
its German communities, the lender to the Fountains portfolio, the
Company's venture partner in the Fountains portfolio and certain
other lenders.  The Company believes it is in the best interests
of all of its creditors to grant such waivers or reach negotiated
settlements with Sunrise to enable the Company to continue
operating.  However, there can be no assurance that such waivers
will be received or such settlements will be reached.

                    About Sunrise Senior Living

McLean, Virginia-based Sunrise Senior Living, Inc. (SRZ) --
http://www.sunriseseniorliving.com-- employs roughly 40,000
people.  As of December 31, 2008, Sunrise operated 435 communities
in the United States, Canada, Germany and the United Kingdom, with
a combined capacity for approximately 54,000 residents.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing, rehabilitative and hospice care.


TALLYGENICOM LP: Printronix Named Winning Bidder for U.S. Assets
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has named
Printronix Inc. as the winning bidder in the court-supervised
auction of certain assets of TallyGenicom LP, the U.S.-based
entity of TallyGenicom.  The acquired assets include the
intellectual property, inventory and equipment necessary to offer
TallyGenicom's line-matrix and portions of its serial-matrix and
laser printer series along with the Printronix-branded product and
solutions portfolio.

"We are excited at the opportunity to serve TallyGenicom's long-
standing, valued customer base," said Robert A. Kleist, chief
executive officer, Printronix.  "One of the reasons we pursued
this acquisition is that we respect TallyGenicom's strong name
recognition and technology platform worldwide.  We plan to market
the TallyGenicom brand and product lineup in parallel to our
Printronix offerings.  We believe the combination of Printronix's
and TallyGenicom's strong market presence will herald an era of
broader geographic reach, segmented industry offerings, expanded
solutions and higher levels of customer satisfaction."

By adding the TallyGenicom products to its lineup, Printronix will
be able to broaden the geographic scope of its business as well as
serve more industry sectors.  Printronix expects the dual brand
strategy to generate efficiencies that will benefit its global
community.  Most notably, the TallyGenicom acquisition permits
Printronix to serve banking, government and health care customers
better. Printronix also can work with more customers through the
organic, geographic and acquisition growth that this transaction
permits.

The announcement sets in motion another milestone in a series of
strategic decisions made since Vector Capital completed its
acquisition of Printronix in January 2008.

"Against the backdrop of a challenging global economic landscape,
this acquisition represents a big and bold step toward
Printronix's future success," said Amish Mehta, partner, Vector
Capital. "In fact, the TallyGenicom acquisition is another marker
in a succession of global competitive initiatives, all designed to
position Printronix as the most trusted manufacturer of industrial
and back-office printing as well as printing compliance solutions
in the world."

During the integration of acquired assets, a Printronix transition
team will work with TallyGenicom to facilitate the transition.
Printronix has offered select TallyGenicom employees employment,
and others will be retained through the transition period.
Printronix will continue to evaluate staffing needs -- as well as
other aspects of engineering, branding, marketing and logistics --
during the upcoming months of integration.

As reported by the Troubled Company Reporter on March 20, 2009,
according to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the District of Delaware (Wilmington) has approved the sale of
TallyGenicom L.P.'s business to Printronix for $36.6 million,
including the assumption of $23 million in secured debt,
$6.75 million in warranty claims and $4 million in accounts
payable.

The German liquidator for affiliate TallyGenicom A.G. took an
appeal of the sale order, disputing the right of the U.S. side of
the company to sell some of the property.  The liquidator wants
the sale stayed pending the appeal.

The lender providing the Debtor with debtor-in-possession
financing required a quick sale and agreed not to bid for the
assets using its claim rather than cash.  No competing bids were
made against Printronix, and, as a result, the scheduled auction
was cancelled, and the Court approved the sale.

                       About Printronix Inc.

Since 1974, Printronix Inc. -- http://www.printronix.com/-- has
created innovative printing solutions for the industrial
marketplace and supply chain.  The company is a worldwide leader
in enterprise solutions for line-matrix printing and has earned an
outstanding reputation for its high-performance thermal bar code
and fanfold laser printing solutions.  Printronix also has become
an established leader in pioneering technologies, including radio
frequency identification (RFID) printing, bar code compliance and
networked printer management.  Printronix is headquartered in
Irvine, California.

                        About TallyGenicom

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.  The company and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.

Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represent
Printronix Inc., the stalking horse bidder.  Randall L. Klein,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and
Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice,
PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $10 million to $50 million each.


TALLYGENICOM LP: Unit Liquidator's Ch 15 Filing Fails to Stop Sale
------------------------------------------------------------------
The German liquidator for TallyGenicom AG filed a Chapter 15
petition, in Boston, Massachusetts, aiming to stop the sale of
assets of its Germany-based company's parent, which has filed for
Chapter 11 in Delaware.

The Delaware Court has approved the sale of U.S. based
TallyGenicom LP's business to Printronix Inc. for $36.6 million,
including the assumption of $23 million in secured debt, $6.75
million in warranty claims and $4 million in accounts payable.
Michale Pluta, the preliminary insolvency administrator of
TallyGenicom A.G. sought a stay of the sale pending its appeal,
citing that it has rights to some of the property.  The Delaware
Court, however, refused to issue a stay order.

According to Bloomberg's Bill Rochelle, the German liquidator
filed the Chapter 15 petition for TallyGenicom A.G., the
subsidiary, in Boston on March 19.  Late in the day on March 19,
the parent's lawyers went to the bankruptcy judge in Delaware who
the same day signed an order stopping proceedings in Boston on the
Chapter 15 petition by the subsidiary.  The parent based its
action on a provision in bankruptcy law giving the judge in the
first-filed case the ability to decide where any affiliate's
later-commenced bankruptcy proceeding should take place.
The bankruptcy judge in Boston, being informed of the action by
the Delaware judge, immediately canceled a hearing that had been
scheduled for March 20 in Boston.

TallyGenicom L.P.'s lender required a quick sale of the
business.

                    About TallyGenicom L.P.

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.

TallyGenicom L.P. and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.  Suzzanne Uhland, Esq., at O'Melveny & Myers LLP,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent Printronix Inc., the stalking horse bidder.  Randall L.
Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz,
Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
to $50 million each.

Tallygenicom AG is a Germany based subsidiary of TallyGenicom L.P.
Its German liquidator filed a Chapter 15 petition for the comapny
on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253).  The
petitioner, Michale Pluta is the Preliminary Insolvency
Administrator and putative foreign representative of TallyGenicom
AG under Germany's Insolvenzordnung Insolvency Act pending before
the Amtsgericht, the Local Court of Ulm.  The petitioner's
counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston,
Massachusetts.  The company estimated assets and debts of $10
million to $50 million.


TELEPLUS WORLD: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Teleplus World, Corp., filed with the U.S. Bankruptcy Court for
the Southern District of Florida, a schedule of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------    ------------
  A. Real Property                         $0
  B. Personal Property            $11,176,165
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,484,980
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $248,031
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,192,490
                                  -----------     -----------
     TOTAL                        $11,176,165     $18,925,502

Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. --
http://www.teleplusworld.com/en/-- provides telecommunications
products and services including local lines, long distance, toll
free and high speed internet services to customers in 53 distinct
centrex serving areas.

The Debtor filed for Chapter 11 protection on March 5, 2009
(Bankr. S.D. Fla. Case No. 09-13799).  Phillip M. Hudson III,
Esq., at Arnstein & Lehr LLP, represents the Debtor in its
restructuring efforts.  The Debtor's financial condition as of
Feb. 28, 2009, showed total assets of $10,825,743 and total debts
of $21,244,618.


THORNBURG MORTGAGE: Fitch Cuts Issuer Default Rating to 'RD'
------------------------------------------------------------
Based on Thornburg Mortgage, Inc.'s expiration of its amended and
restated override agreement and entry into forbearance agreements
with the counterparties to such agreement, Fitch Ratings has
downgraded Thornburg's Issuer Default Rating to 'RD' (Restricted
Default) from 'CCC'.

Thornburg's 'RD' IDR indicates that Thornburg has experienced an
uncured payment default regarding the amended and restated
override agreement, but Thornburg has not otherwise ceased
business.  In the event Thornburg enters into bankruptcy filings,
administration, receivership, liquidation or other formal winding-
up procedure, which Fitch believes is imminent, the IDR would be
downgraded to 'D'.

Fitch's outstanding ratings for Thornburg are:

  -- Senior notes at 'C/RR6';
  -- Senior secured subordinated notes at 'C/RR6';
  -- Subordinated notes at 'C/RR6';
  -- Preferred stock at 'C/RR6'.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
single-family residential mortgage lender focused principally on
prime and super-prime borrowers seeking jumbo and super-jumbo
adjustable-rate mortgages.


TRANSMERIDIAN EXPLORATION: Files Schedules of Assets and Debts
--------------------------------------------------------------
Transmeridian Exploration Incorporated and its affiliated debtors
filed with the U.S. Bankruptcy Court for the  Southern District of
Texas, their schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property
  B. Personal Property           $303,419,881
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $290,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $5,984,317
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                  -----------     -----------
     TOTAL                       $303,419,881    $295,984,317

A full-text copy of the Debtors' schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3a91

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated explores oil and gas in the Caspian Sea region.  The
company and three of its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. S.D. Tex. Lead Case No.
09-31859).


TRANSMERIDIAN EXPLORATION: Taps Wauson * Probus as Attorneys
------------------------------------------------------------
Transmeridian Exploration Incorporated and its affiliated debtors
ask the United States Bankruptcy Court for the Southern District
of Texas for authority to employ Wauson * Probus as their
attorneys.

The firm will:

  a) analyze the financial situation, and rendering advice and
     assistance to the Debtors in determining whether to file a
     petition under title 11 of the United States Code;

  b) prepare and file Debtors' Chapter 11 petition, schedules,
     statements of financial affairs, and related initial
     pleadings;

  c) represent the Debtors at their Initial Conference
     with the U.S. Trustee and at the Debtors' First Meeting of
     Creditors;

  d) represent the Debtors in any and all matters related to
     postpetition administrative matters or matters involving the
     Debtors' assets and liabilities and financial affairs.

  e) represent the Debtors with respect to any adversary
     proceeding related to any prepetition transfers of the
     Debtors, recovery of any preferences, turnover actions,
     liens against property of the estate, and property of the
     estate;

  f) represent the Debtors with respect to negotiations for
     any postpetition financing for the Debtors, whether secured
     or unsecured, preparing and filing any pleadings necessary
     to obtain court approval for such financing as necessary,
     and attending any hearings on such matters.

  g) represent the Debtors with respect to negotiations for
     the Debtors' use of cash collateral, to the extent of the
     existence of any cash collateral, preparing and filing any
     pleadings necessary to obtain court approval for such use of
     cash collateral, and attending any hearings on such matters.

  h) represent the Debtors with respect to administrative
     motions related to the Debtors' ongoing operations,
     including motions for payment of prepetition expenses and
     motions for adequate assurance of payment of utilities and
     attending any hearings on such matters.

  i) represent the Debtors with respect to negotiations for
     the assumption or rejection of any unexpired leases of
     nonresidential, real property or executory contracts,
     preparing and filing any pleadings necessary to assume,
     accept, or reject any such leases or contracts, and
     attending any hearings on such matters.

  j) represent the Debtors with respect to preparing a disclosure
     statement and plan of reorganization on behalf of the
     Debtors and assisting the Debtors in obtaining approval of
     their disclosure statement and confirmation of their plan of
     reorganization;

k) represent the Debtors with respect to objections to proofs
   of claim and allowance or disallowance of claims against
     the Debtors; and

  l) representation the Debtor with respect to postpetition
     consummation of the plan of reorganization and other
     postpetition matters necessary to the implementation of the
     plan of reorganization.

John Wesley Wauson, Esq., partner of the firm, charges $450 per
hour for this engagement while Matthew B. Probus, also a partner
of the firm, bills $350 per hour for his services.  The Debtors
will pay the firm's other associated attorneys for $250 per hour
and paraprofessionals for $95 per hour.  Furthermore, the Debtors
will pay the undersigned any costs and expenses incurred during
representation the Chapter cases.

The firm said it received $50,000 from the Debtors, of which
$15,000 were paid for prepetition legal services and expenses
rendered.

Messrs. Wauson and Probus, assures the Court the the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated explores oil and gas in the Caspian Sea region.  The
company and three of its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. S.D. Tex. Lead Case No.
09-31859).


TRUMP ENT: Can Use Prepetition Lenders' Cash Collateral to June 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
granted Trump Entertainment Resorts, Inc. and its debtor-
affiliates permission to use the Prepetition Secured Parties' Cash
Collateral solely for the purposes identified in a 13-week budget.
The Debtors are permitted to use Cash Collateral until June 17,
2009, unless earlier terminated upon the occurrence of certain
termination events.

Upon the occurrence of the Termination Date, all accrued interest
and fees and all Adequate Protection Obligations will be
immediately due and payable.

As of the Petition Date, each of the Debtors were obligated to
Beal Bank and Beal Bank Nevada in the aggregate principal amount
of not less than $488.8 milion (plus accrued and unpaid contract
interest and other charges).  This is secured by first priority
liens in substantially all of the Debtors' real and personal
property.

As of the Petition Date, each of the Debtors (other than Trump
Entertainment Resorts, Inc., TER Management Co., LLC and TER
Development Co. LLC) were obligated to U.S. Bank National
Association, as trustee and collateral agent for the holders of
the $1.25 billion 8-1/2% Senior Secured Notes due 2015, in the
aggregate principal amount of $1,248,968,669 plus accured and
unpaid interest of approximately $53,018,168.  This is secured by
a second lien in the collateral held by Beal Bank.

As adequate protection, the Debtors will pay on an ongoing basis:

  i) to the Prepetition Agent, for the benefit of the Prepetition
     lenders, (a) the current cash payment of principal and
     interest, (b) immediately upon entry of the Final order,
     cash payments equal to all accrued and unpaid interest,
     fees, and expenses, and (c) from time to time after the
     Petition Date, the current cash payment of documented fees
     and expenses as and when due and payable; and

ii) to the Noteholder Collateral Agent, for the benefit of the
     Noteholders, (a) immediately upon entry of the final order,
     cash payments equal to all reasonable and documented fees
     and expenses incurred by the Noteholder Collateral Agent
     owing prior to the Petition Date, and (b) from time to time
     after the Petition Date, the current cash payment of
     reasonable and documented fees and expenses of the
     Noteholder Collateral Agent.

To the extent of any diminution in the value of the respective
interests of the Prepetition Agent and Prepetition Lenders in the
Prepetition First Lien Lender Collateral (including the Cash
Collateral), the Prepetition Agent, for the benefit of the
Prepetition Lenders is granted: (i) first priority postpetition
security interests in on all of the Collateral; and (ii) first
priority superpriority administrative expense claim under Sec.
507(b) of the Bankruptcy Code.

To the extent of any diminution in the value of the respective
interests of the Noteholder Collateral Agent, in the Prepetition
Noteholder Collateral, the Noteholder Collateral Agent, for the
benefit of itself and the Noteholders, is granted (i) second
priority postpetition security interests in all of the Collateral;
and (ii) second priority superpriority administrative
expense claims under Sec. 507(b) of the Bankruptcy Code.

A copy of the Court's Final Cash Collateral Order, dated as of
March 23, 2009, is available at:

  http://bankrupt.com/misc/TrumpEnt.FinalCashCollateralOrder.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  Charles A. Stanziale, Jr., Esq.,
Jeffrey Thomas Testa, Esq., Joseph Lubertazzi, Jr., Lisa S.
Bonsall, Esq., and Angela S. Abreu, Esq., at McCarter & English,
LLP, represents the Debtors as counsel.  Philip Rosen, Esq., Ted
S. Waksman, Esq., and Michael F. Walsh, Esq., at Weil Gotshal &
Manges LLP represent the Debtors as co-counsel.  Lazard Freres &
Co. LLC is Debtors' financial advisor and investment banker.  The
company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of Dec. 31, 2008.


TRUMP ENTERTAINMENT: Section 341(a) Meeting Set for April 8
-----------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will convene a meeting of TCI 2 Holdings, LLC's
creditors on April 8, 2009, at 10:00 a.m., at the Office of the
United States Trrustee, One Newark Center, 14th Floor, Room 1401,
in Newark, New Jersey.

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

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

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC and other
affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J.,
Lead Case No. 09-13654).  Charles A. Stanziale, Jr., Esq.,
Jeffrey Thomas Testa, Esq., Joseph Lubertazzi, Jr., Lisa S.
Bonsall, Esq., and Angela S. Abreu, Esq., at McCarter & English,
LLP, represents the Debtors as counsel.  Philip Rosen, Esq., Ted
S. Waksman, Esq., and Michael F. Walsh, Esq., at Weil Gotshal &
Manges LLP represent the Debtors as co-counsel.  Lazard Freres &
Co. LLC is Debtors' financial advisor and investment banker.  The
company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of Dec. 31, 2008.


UNEQ INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: UNEQ, INC.
        451 Kennedy Road
        Akron, OH 44305

Bankruptcy Case No.: 09-50895

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Marc P Gertz, Esq.
                  Goldman & Rosen, Ltd.
                  11 S Forge St.
                  Akron, OH 44304
                  Tel: (330) 376-8336
                  Email: mpgertz@goldman-rosen.com

Total Assets: $0.00

Total Debts: $2,701,293.49

The Debtor's Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Rosetta                                              $1,422.40
5912 Breckenridge Pkwy.
Tampa, FL 33610

Zebra Technologies                                   $1,415.00
6048 Eagle Way
Chicago, IL 60678

The petition was signed by Timothy S. Brennan, Vice President of
the company.


UNIVERSAL ENERGY: Says 4th Quarter 2008 Production Up
-----------------------------------------------------
Universal Energy Corp. announced fourth quarter 2008 production,
March 10.

During the fourth quarter of 2008, Universal Energy Corp.'s share
of production was approximately 32.0 million cubic feet of gas.
This marks the fourth consecutive quarter of production increases
by the Company.

Billy Raley, Chief Executive Officer of Universal Energy Corp
commented that the production was solid to close out fiscal 2008
and that the tripling production since the first quarter of 2008
is impressive.

According to the Company, it aims to continue that production
success in 2009.

                   About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.

Universal Energy Corp.'s consolidated balance sheet at
September 30, 2008, showed $3.95 million in total assets and $7.02
million in total liabilities, resulting in a $3.07 million
stockholders' deficit.

At September 30, 2008, the company's consolidated balance sheet
also showed strained liquidity with $55,619 in total current
assets available to pay $6.85 million in total current
liabilities.  The company reported net income of $3.92 million for
the quarter ended September 30, 2008, compared with a net loss of
$4.43 million for the same period of 2007.


US ACQUISITIONS: List of 30 Largest Unsecured Creditors
-------------------------------------------------------
U.S. Acquisitions & Oil, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware a list of 30 largest unsecured
creditors.

The Debtor's largest unsecured creditors are:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
Bill Egan dba Egan Oil Co.                      $3,183,238
500 Industry Avenue NW
Anoka, MN 55303

Southwest Guaranty                              $2,143,206
1313 Campbell Rd., Building D
Houston, TX 77055-6429

Gulf Coast Bank and Trust
Company                                         $1,777,502
200 St. Charles Avenue,
New Orleans, LA 70130

AKJ Development Corp.                           $1,153,336
P.O. Box 510275
Key Colony Beach, FL 33051

Arendal Dental Clinic                             $784,940
101 E. 5th Street No. 299
St. Paul, MN 55101

Dr, Deborah Cohen                                 $616,000
3716 Michelle Way
Pikesville, MD 21208

American Bank                                     $596,577
1578 University Ave. W.
St. Paul, MN 55104

Laureen & Deanna Ballinger                        $495,000
328 4th St. SE No. 101
Minneapolis, MN 55414

Dr. Avraham Cohen                                 $457,400
3716 Michelle Way
Pikesville, MD 21208

Jill & Randy Yungerberg                           $291,600
365 Smith Ave N
St. paul, MN 55102

Draeger Oil Company, Inc.                         $221,946

MMG Financial                                     $190,000

Deanna Ballinger                                  $166,225

Wells Fargo Business
Direct Division                                   $150,000

Gary Burk                                         $121,500

Garrow Oil Corp., Inc                             $113,709

Naomi Issacson & Laureen
Ballinger                                         $111,000

Naomi Issacson                                    $102,177

Western Union
Metridian Building                                 $99,071

Lockridge Grindal Nauen                            $73,506

Dennis Villiard                                    $70,700

Merwin Oil Company                                 $62,505

WE Energies                                        $51,632

Associated Bank, N.A.                              $45,675

Firestone Financial Corp                           $44,889

Asher & Michal Goldstein                           $44,701

First lease, Inc.                                  $41,121

Barak Steenlage                                    $40,000

Randy & Sarah Fayas                                $38,288

Automated Roof Removal
Systems Inc.                                       $38,000

                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) The Debtors listed
estimated assets of $10 million to $50 million and estimated debts
of $1 million to $10 million.


UTAH 7000: Unable to Get Exit Financing; To Auction Assets
----------------------------------------------------------
Utah 7000 LLC failed to obtain the $85 million in exit financing
necessary to consummate the terms of its bankruptcy court-
confirmed Chapter 11 plan.

According to Bloomberg's Bill Rochelle, as a consequence, the Plan
calls for selling the Debtor's Promontory project, a 7,224-acre
master-planned development near Park City, Utah, at auction by
April 15.  At the auction, the first-lien lenders owed $313
million may bid using their debt rather than cash, the same report
relates.

                          About Utah 7000

Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC
operates and develops resort community near Park City and Deer
Valley ski resorts.  Utah 7000 owns a 7,224-acre master-planned
development near Park City, Utah, known as Promontory,

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for Chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in the cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


VERSO TECHNOLOGIES: Committee Files $20-Mil. Suit vs. Former Execs
------------------------------------------------------------------
The official committee of unsecured creditors of Verso
Technologies Inc., has sued the former top executives of the
Company, charging them with making "financially disastrous
acquisitions" against the company's best interest
"without undertaking due diligence or obtaining fairness
opinions," Bloomberg's Bill Rochelle reported.  The Committee,
according to the report, wants $20 million in damages.

As reported by the TCR on March 12, Verso has filed a proposed
Chapter 11 plan of liquidation.  According to the disclosure
statement, holders of general unsecured claims, expected to
aggregate $17 million, will receive a recovery of 10% to 25%.
A full-text copy of the Disclosure Statement, dated as February
20, 2009, is available at:

http://bankrupt.com/misc/VersoTech.JointDisclosureStatement.pdf

The Debtors have sold substantially all of their assets pursuant
to a court-approved sales process.

                About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP represent the Debtors as counsel.  The
Debtors selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall
Golden Gregory LLP represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed total assets of $34,263,000 and total
debts of $36,657,000.


WAVE SYSTEMS: Reports $20,549,000 Net Loss in 2008
--------------------------------------------------
Wave Systems Corp. on March 12 announced results for its fourth
quarter and year ended December 31, 2008, and highlighted recent
corporate developments.

The Company's 2008 net revenues rose 75% to $3,291,000, compared
with Q4 2007 net revenues of $1,875,000, reflecting increased
software royalties, as well as growth in software license
upgrades.  For the full year 2008, net revenues grew 40% to
$8,810,000, compared to 2007 net revenues of $6,307,000.

For Q4 2008, Wave reported a net loss of $3,295,000, compared with
a Q4 2007 net loss of $5,288,000, and a Q3 2008 net loss of
$5,605,000.  Wave's Q4 2008 net loss attributable to common
stockholders after accounting for the accretion of a non-cash
beneficial conversion feature on the Series J and Series K
convertible preferred stock issuances during the quarter was
$3,952,000 compared with a Q4 2007 net loss attributable to common
stockholders of $5,288,000, and a Q3 2008 net loss attributable to
common stockholders of $5,605,000.  Per-share figures are based on
a weighted average number of basic shares outstanding in the
fourth quarters of 2008 and 2007 of 58,708,000 and 49,699,000,
respectively, and 57,896,000 for Q3 2008.

For the full year 2008, Wave reported a net loss of $20,549,000,
compared with a 2007 net loss of $19,952,000.  Net loss
attributable to common stockholders after accounting for the
accretion of a non-cash beneficial conversion feature on the
Series J and Series K convertible preferred stock issuances in Q4
2008 was $21,206,000 for 2008, compared with a 2007 net loss
attributable to common stockholders of $19,952,000.  Per-share
figures are based on a weighted average number of basic shares
outstanding in 2008 and 2007 of 55,379,000 and 46,661,000,
respectively.

Steven Sprague, Wave's President and CEO, commented that 2008 was
a year of steady progress, increased revenues and important
milestones for Wave, including the shipping of the 44 millionth
copy of the Company's EMBASSY Trust Suite (ETS) software in
December. He also added that the Company continued to make great
strides in delivering an easy-to-use, easy-to-manage security
capability for Dell laptops and desktops.  In August, Dell
launched its new E-series family of notebook and workstation PCs,
replacing Dell's D-series line.  Dell made security a top priority
with the E-Series, creating a new interface called Dell Control
Point with advanced security capabilities including support for
contact and contactless smart cards and integrated biometrics for
user authentication in the preboot mode.

In other partner news, in Q4 Wave signed a distribution agreement
with Acer, the third-largest PC OEM in the world and an important
industry player in the Asia Pacific region.  Acer began shipping
ETS on its Veriton line of business-class desktops in December.

Wave also played an important role in the industry's debut of new
full disk encryption (FDE) drives from the leading FDE drive
manufacturers. In Q4, the Company announced support for Fujitsu's
new FDE drives and for Seagate's next-generation of higher
capacity, faster 7200 FDE drives.  Industry awareness of these
drives increased further last month when the Trusted Computing
Group published its much-anticipated Opal storage security
standard.  The Opal standard is a significant step in removing
barriers for businesses interested in deploying FDEs, enabling
them to begin buying and using drives today, even in mixed
environments.

The CEO stressed that the Company has also continued to make
progress on sales of enterprise server products that enable
companies to manage their trusted devices.

A full-text copy of the Company's Annual Report on Form 10-K is
available at no charge at: http://ResearchArchives.com/t/s?3a98

                       About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX)
-- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations and accumulated
deficit.

As of December 31, 2008, the Company had $3.4 million in total
assets and $9.4 million in total liabilities, resulting in
$6.0 million in stockholders' deficit.


WAVE SYSTEMS: Sells 785,000 Class A Shares for $431,000
-------------------------------------------------------
Wave Systems Corp. on March 13, 2009, entered into Subscription
Agreements with certain purchasers pursuant to which Wave sold
785,000 shares of Class A Common Stock, par value $0.01 per share,
for an aggregate purchase price of approximately $431,750.  The
Common Shares are priced at $0.55 per share.

The Purchasers are also receiving warrants to purchase 392,500
Common Shares at an exercise price of $0.55.  The warrants are
exercisable for three years beginning on the date of the initial
issuance of the warrants.  The Common Shares (including the shares
issuable upon exercise of the warrants) are to be drawn-down off
of a shelf registration statement declared effective by the
Securities and Exchange Commission on June 23, 2008.

Also on March 13, 2009, Security Research Associates, Inc.,
entered into a placement agency agreement with Wave in which they
agreed to act as placement agent in connection with the offering.
In connection with the offering, Wave agreed to pay the Placement
Agent a cash fee of $25,905 -- 6% of the gross proceeds paid to
Wave in connection with this offering -- and will issue to the
Placement Agent a warrant to purchase up to 47,100 Common Shares
at an exercise price of $0.55 per share.  The warrant is
exercisable for three years beginning on the date of initial
issuance of the warrant.  The Placement Agent has no obligation to
buy any Common Shares from the Company.

The Company filed a Prospectus Supplement for the issuance of
785,000 shares.  A full-text copy of the Prospectus Supplement is
available at no charge at: http://ResearchArchives.com/t/s?3a99

                       About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX)
-- http://www.wave.com/-- provides software to help solve
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the Company's recurring losses from operations and accumulated
deficit.

As of December 31, 2008, the Company had $3.4 million in total
assets and $9.4 million in total liabilities, resulting in
$6.0 million in stockholders' deficit.


WELLCARE HEALTH: S&P Corrects Rating on $160 Mil. Loan to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services has corrected its rating on
WellCare Health Plans Inc.'s $160 million term loan.  The bank
loan is rated 'B-'.  Because of an incorrect maturity date, S&P
had inadvertently withdrawn the rating on the bank loan.  S&P has
corrected the maturity date, which is May 17, 2009, and S&P has
reinstated the 'B-' rating.

This rating, along with the counterparty credit rating on
WellCare, had been on CreditWatch with negative implications.
But, S&P has removed the counterparty credit rating from
CreditWatch, so the bank loan rating is not on CreditWatch either.


WENDY'S INTERNATIONAL: Moody's Assigns 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and Probability of Default Rating to Wendy's International
Holdings, LLC.  In addition, Moody's raised the senior secured
ratings of Arby's Restaurant Group to Ba2 from B1 and confirmed
the B2 senior unsecured rating of Wendy's International Inc.  The
ratings outlook is negative.

"The rating actions reflect the greater linkage between Wendy's
and Arby's as a result of the recent amendment to Arby's senior
secured bank credit facility, which now incorporates WIH and
Wendy's as co-borrowers.  This linkage is further strengthened
through joint and several guarantees from WIH as well as Wendy's
and all of its material subsidiaries under the amended credit
facility" stated Bill Fahy VP, senior analyst.

As a result of the closer legal, operational, and economic links
of the Arby's and Wendy's businesses, Moody's will now evaluate
the Wendy's and Arby's operations as a consolidated enterprise.
Previously, Wendy's and Arby's had each been evaluated on a stand
alone basis. This change will result in the CFR and PDR ratings
being assigned at the Wendy's International Holdings level.  The
CFR and PDR ratings previously assigned at the Arby's and Wendy's
levels, respectively, will be withdrawn.

The B1 CFR of WIH reflects the company's reasonable debt
protections measures, adequate liquidity, and meaningful scale.
The ratings also incorporate increasing margin pressures due to
weak consumer spending, intense competition, and food cost
inflation -- particularly at Arby's.

The negative outlook reflects Moody's expectation that the
deterioration of Arby's operations will continue to mitigate any
improvement in the Wendy's business.  As a result, although
Wendy's represents the substantial majority of operations and
assets of the overall enterprise, Moody's believe any improvement
in enterprise-wide debt protection measures will be hampered by
further weakness of the Arby's business.

Ratings assigned:

Wendy's International Holdings, LLC

  -- Corporate Family Rating of B1

  -- Probability of Default Rating of B1

Ratings withdrawn:

Wendy's International Inc. (Wendy's)

  -- Corporate Family Rating - B1

  -- Probability of Default Rating - B1

  -- $200 million senior secured revolving credit facility
     expiring 2011 - Ba1

Arby's Restaurant Group Inc. (Arby's)

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B3

Ratings confirmed and LGD point estimates adjusted are:

Wendy International Inc. (Wendy's)

* $100 million 7% senior unsecured notes due 12/15/2025 -- B2
  (LGD 5, 74%)

* $225 million 6.2% senior unsecured notes due 6/14/2014 -- B2
  (LGD 5, 74%)

* $200 million 6.25% senior unsecured notes due 11/15/2011 -- B2
  (LGD 5, 74%)

Ratings upgraded:

Arby's Restaurant Group Inc.

-- Senior secured revolving credit facility expiring 2011
   raised to Ba2 (LGD2, 22%) from B1 (LGD3, 30%)

-- Senior secured term loan B due 2012 raised to Ba2 (LGD2,
   22%) from B1 (LGD3, 30%)

The most recent rating action on Arby's occurred on March 3, 2009,
when the ratings were affirmed, CFR at B2 with a negative outlook.

The most recent rating action on Wendy's occurred March 3, 2009,
when Moody's placed all of the company's rating on review for
possible downgrade.

Wendy' International Holdings, a wholly owned subsidiary of
Wendy's / Arby's Group, is the parent company of Arby's Restaurant
Group Inc. and Wendy's International Inc.  The company generates
consolidated annual revenues of approximately
$3.6 billion.


WESTMORELAND COAL: Reports $49.9 Million Net Loss for 2008
----------------------------------------------------------
Westmoreland Coal Company reported a net loss of $49.9 million for
2008 compared to a net loss of $23.2 million for 2007.

The 2008 net loss includes $13.3 million in charges related to
various debt financings previously reported, a $2.6 million
expense for the settlement of two coal royalty claims, and a
$2.0 million restructuring charge.  These items were partly offset
by the $0.9 million gain on the sale of our interest in the Ft.
Lupton power project.

The 2007 net loss benefited from $12.5 million of income and gains
from one time sales of assets and settlements in a benefit fund.
These items were partially offset by a $4.5 million restructuring
charge, a $1.1 million inventory impairment, and a $0.8 million
termination fee related to the termination of the operating
contract for the Company's Absaloka Mine.

Excluding the $17.1 million of 2008 net expenses and the
$6.0 million of 2007 income, Westmoreland's net loss increased by
$3.6 million.  This increase in net loss was primarily driven by
increases in the Company's mining depreciation, depletion, and
amortization expenses due to increased capital expenditures and
the impact of fuel and other commodity cost increases.  The
Company also saw significant reductions in their 2008 power
segment and corporate expenses.  These savings were offset by an
increase in heritage workers compensation costs, which was driven
primarily by a decrease in the discount rate used and unfavorable
claims experience.

The company's 2008 sales increased to $509.7 million compared with
$504.2 million in 2007.  This increase was primarily driven by a
$4.7 million increase in their power segment revenues related to
an increase in megawatt hours sold and favorable price increases.
Also the Company's 2008 coal segment sales increased by $900,000
as a decrease in tons sold and the impact of the Company's Jewett
Mine's new coal sales contract were offset by pass-through
revenues recognized upon the settlement of coal royalty claims.

The 2008 coal revenues of the Company increased to $419.8 million
in 2008 compared with $418.9 million in 2007.  The power segment
revenues increased to $89.6 million compared to $85.0 million in
2007.  These revenues, according to the Company, increased due to
an increase in megawatt hours sold as they had a large unexpected
shutdown in 2007 and improved operating performance in 2008.  The
2008 heritage costs were $35.5 million compared to $28.6 million
in 2007.  Excluding the $5.8 million Combined Benefit Fund gain
Westmoreland recognized in 2007, their heritage expenses increased
by $1.1 million.

Westmoreland's corporate segment's operating expenses totaled
$12.7 million in 2008 compared to $10.1 million in 2007.
Excluding the restructuring charges of $1.8 million and
$3.1 million, respectively, in 2008 and 2007, and the $5.6 million
gain on the 2007 sale of mineral rights, the segment operating
expenses decreased by $1.8 million.

The Company's other expense increased to $31.6 million, compared
with $17.4 million of expense in 2007.  This increase was
predominately driven by special item expenses including
$8.1 million of interest on the beneficial conversion feature
associated with the convertible debt and the $3.8 million and
$1.3 million losses on the extinguishment of mining and power
debt, respectively, which the Company refinanced in 2008.

A full-text copy of Westmoreland's Financial Report is available
for free at: http://ResearchArchives.com/t/s?3a8a

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
company (AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  The company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas.  Its
current power operations include ownership and operation of the
two-unit Roanoke Valley coal-fired power plant in North Carolina.

                          *     *     *

As of December 31, 2008, the company's balance sheet showed total
assets of $812.9 million, total debts of $269.1 million and
shareholders' deficit of $217.5 million.  The Troubled Company
Reporter reported on April 30, 2008, that KPMG LLP in Denver
raised substantial doubt on Westmoreland Coal Company's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the Company's
recurring losses from operations, negative working capital, and
shareholders' deficiency.


WHITEHALL JEWELERS: Wants to Use Cash Collateral Until June 30
--------------------------------------------------------------
Whitehall Jewelers Holdings, Inc., and Whitehall Jewelers, Inc.,
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to continue using their term lenders' cash collateral
through and including June 30, 2009, in accordance with a budget.

The Debtors tell the Court that they require the continued use of
the Term Lenders' cash collateral to continue the orderly
liquidation of their assets and wind-down efforts and to pay
necessary administrative expenses.  As reported in the Troubled
Company Reporter on August 13, 2008, the Debtors commenced a
court-ordered bankruptcy liquidation sale on Aug. 13, 2008.  The
going-out-of-business sales concluded on or about December 29,
2008.

The Debtors also ask the Court for authority to make an interim
distribution of at least $4.0 million to PWJ Lending II LLC, as
agent for the Term Lenders, as requested by the Term Lenders as a
precondition to their agreement to Debtor's continued use of cash
collateral.

The Debtors relate that the payment of the interim distribution to
PWJ will not prejudice the Debtors since up to $15 million of
PWJ's secured claims is entitled to priority in payment over
allowed unsecured claims in accordance with the Global Settlement
Agreement.

The Global Settlement Agreement, which resolved all disputes
pertaining to competing interests in the Debtors' consigned
merchandise, was approved by the Court on September 12, 2008.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/--  through its
subsidiary, Whitehall Jewelers, Inc., operates as a specialty
retailer of fine jewelry in the United States.  It offers a
selection of merchandise, including diamonds, gold, precious and
semi-precious jewelry, and watches.  As of June 23, 2008, it
operated 373 stores in regional and super-regional shopping malls
under the names Whitehall and Lundstrom.

The Company and Whitehall Jewelers, Inc., filed for Chapter 11
relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261).
James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang Ziehl & Jones, LLP; Scott Rutsky, Esq., Peter Antoszyk,
Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at
Proskauer Rose LLP, represent the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC is their claims, noticing
and balloting agent.

In its schedules, Whitehall Jewelers, Inc., listed total assets of
$246,571,775 and total debts of $173,694,918.


WINTERLAND CONCESSIONS: 7th Circuit Junks Suit Over Acquisition
------------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Court of Appeals for the
Seventh Circuit upheld a lower court's dismissal of allegations
that private equity groups illegally wrested control of Winterland
Concessions Co.  Judges Kenneth F. Ripple, Daniel A. Manion and
Terence T. Evans held that the racketeering claims by noteholders
and others harmed in the subsequent bankruptcy to be time-barred.


WL HOMES: Wachovia Files Suit to Recover $10.5M Loan Payment
------------------------------------------------------------
Bankruptcy Law360 reports that Wachovia Bank NA has sued WL Homes
LLC, accusing the bankrupt luxury homebuilder and an insurer of
breach of contract, acting in bad faith and failing to repay
$10.5 million secured by a loan agreement.

The suit, filed Friday in the U.S. District Court for the District
of Delaware, claims the bank is entitled to cash collateral in an
account that secured the loan, the report says.

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between
$500 million to $1 billion.


ZEBULON WAY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Zebulon O. Way
        104 N. 90th Avenue
        Yakima, WA 98908

Bankruptcy Case No.: 09-01283

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Paul H. Williams, Esq.
                  Law Office of Paul H. Williams
                  601 North First Street, Suite B
                  P.O. Box 123
                  Yakima, WA 98907
                  Tel: (509) 453-4799
                  Email: phwatlaw@yahoo.com

Total Assets: $1,836,800.00

Total Debts: $1,533,846.21

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

          http://bankrupt.com/misc/waeb09-01283.pdf

The petition was signed by Zebulon O. Way.


* Glenn Bernabeo Joins Phoenix Capital Resources as Director
------------------------------------------------------------
In a move to strengthen and meet its growing client needs, Phoenix
Capital Resources has recently hired industry veteran Glenn S.
Bernabeo as a Director.

Mr. Bernabeo will be responsible for working with Phoenix
Capital's clients in complex transactions, including
restructurings and recapitalizations, re-financings, capital
raisings for all levels of the balance sheet including senior,
second lien and subordinated debt as well as equity (through PM
Securities), advisory services as they relate to the sale, merger
or acquisition of a business, and restructurings and sales in the
context of a bankruptcy proceeding.

"I am really excited about Glenn joining our firm as he is a
proven track record of getting deals done," said Phoenix Capital
Resources Managing Director and Shareholder Vince Colistra. "Given
his past hands-on experience, Glenn will be able to hit the ground
running in leading a variety of transactions we currently are
working on and to support the increased activity we are
experiencing."

Glenn Bernabeo brings significant transactional experience to the
firm's investment banking platform including M&A advisory
experience (both in and outside of Chapter 11), Complex
Restructurings, Note Sales, Debt-to-Equity conversions, UCC
Article 9 - Simultaneous Foreclosures and Sales, and MBO's.  Mr.
Bernabeo has completed over 30 investment banking transactions in
a variety of industries including successful transactions with
leading companies such as Cannondale Bicycles, Baldwin Piano and
Organ Company, Ped's Brand hosiery (Americal Corporation), and
DuoTang Brand Folders (Centis, Inc.).

Prior to joining Phoenix Capital Resources, Mr. Bernabeo was a
Partner and Director with the Philadelphia based investment
banking firm SSG Capital Advisors, L.P., and Berwind Financial
Group.  Mr. Bernabeo was also a lender with PNC Bank's Corporate
Banking Division's Middle Market Group, where he participated in a
number of complex transactions including loan syndications,
leveraged acquisitions and recapitalizations, and has also made
direct principal investments in operating companies.  This depth
of experience with middle market companies brings a broad
perspective to the firm's investment banking clients.

Mr. Bernabeo earned his Masters of Business Administration and
Finance from Penn State University and a Bachelor of Science from
Bucknell University.  He earned his Chartered Financial Analyst
(CFA) designation in 2000.  Mr. Bernabeo has obtained his Series
7, Series 24 and Series 63 licenses.

                  About Phoenix Capital Resources

Phoenix Capital Resources specializes in providing capital
advisory services to middle market companies in transition. As an
operationally focused firm, Phoenix Capital assists distressed and
growth-oriented companies with complex transactions including re-
financings, restructurings, capital raising, mergers and
acquisitions, recapitalizations and auctions in the context of a
bankruptcy.  Headquartered in Philadelphia, Phoenix Capital's
mission is to maximize transactional value and return on
investment for its clients.


* Steven Panagos Joins Moelis & Company as Managing Director
------------------------------------------------------------
Moelis & Company said Steve Panagos will join the firm in April as
a Managing Director and Vice Chairman of its Recapitalization &
Restructuring Group.  Mr. Panagos is a widely recognized
turnaround expert who will provide restructuring advisory services
and solutions to the firm's clients.

Mr. Panagos has a long and distinguished career of leading complex
bankruptcies and reorganizations across a broad spectrum of
industries.  Mr. Panagos was the National Practice Leader of Kroll
Zolfo Cooper's Corporate Advisory & Restructuring Practice.
During his 20 year tenure at Kroll Zolfo Cooper, Mr. Panagos
provided restructuring advice to numerous companies and also
served as Chief Operating Officer and President of Krispy Kreme,
Interim Chief Executive Officer and Chief Restructuring Officer of
Penn Traffic Supermarkets as well as several interim management
positions at many other companies.  Before joining Moelis &
Company, Mr. Panagos was a Founder of Panagos Katz Situational
Investing.

"Steve has a 20 year track record of successfully guiding
companies through incredibly challenging and transformational
processes," said Ken Moelis, Chief Executive Officer of Moelis &
Company.  "His vast restructuring and turnaround experience will
be invaluable to our clients in the current environment."

Thane Carlston, Co-Head of the Recapitalization & Restructuring
Group, said, "In addition to his deep restructuring expertise,
Steve adds operational acumen which is critical to building the
premier recapitalization and restructuring practice in the
industry.  We are thrilled to have Steve further strengthen our
ability to provide the highest quality advice and solutions to our
clients."

Moelis & Company -- http://www.moelis.com/-- is an investment
bank that provides financial advisory services and capital raising
solutions to clients in connection with mergers and acquisitions,
restructurings and other strategic matters.  The firm also manages
investment funds that integrate capital with its advisory
expertise.  Moelis & Company serves a broad client base through
its offices in New York, Boston, Chicago, London and Los Angeles.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: March 16, 2009



                            *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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