TCR_Public/090326.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 26, 2009, Vol. 13, No. 84

                            Headlines


ACTIVE WALLACE: Case Summary & 20 Largest Unsecured Creditors
AGRIPROCESSORS INC: Seeks Better Bids to Win Creditors Approval
AJH RESTAURANT GROUP: Voluntary Chapter 11 Case Summary
AL BASKIN: Case Summary & 20 Largest Unsecured Creditors
AMERICAN INT'L: Mulled Tax Law May Be Put Off w/ Return of Bonuses

AMERICAN INT'L: Aircraft Leasing Unit Seeks to Refinance Debt
AMERICAN INT'L: Appoints Rodney Martin as Int'l Life Chairperson
AMERICAN INT'L: Two French Managers to Leave, May Trigger Default
AMERICREDIT FINANCIAL: Moody's Takes Rating Actions on Auto Loans
APEX SILVER: Emerges From Ch. 11 Under New Name; Seeks Tie-Ups

ARIZONA ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
AUSTRAL PACIFIC: Operates Under Loan Default Waivers by Investec
AVENTINE RENEWABLE: Stock to be Delisted From NYSE; To Move to OTC
AYLWARD ENTERPRISES: Public Sale of Interests to be held March 31
BERNARD L. MADOFF: $75MM in Assets Found in Gibraltar Account

BI-LO LLC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
BLACK DIAMOND: Files Restructuring Plan & Disclosure Statement
BRADLEY CORRUGATED: Voluntary Chapter 11 Case Summary
BRITT'S FURNITURE: Voluntary Chapter 11 Case Summary
CAPMARK FINANCIAL: S&P Retains Negative Watch on 'B+' Rating

CENTRAL PARKING: S&P Puts 'B-' Coporate Rating on Negative Watch
CHARTER COMMUNICATIONS: May Get Debt Swap Pact With Bondholders
CHEMTURA CORP: Final Hearing on Cash Collateral Motion on April 13
CHEMTURA CORP: Salient Terms of $400,000,000 Citibank DIP Facility
CHEMTURA CORP: Taps Kirkland & Ellis as Bankruptcy Counsel

CHRYSLER LLC: Gov't Ready to Give More Funding, Says WSJ
CLEMENTE AMBULANCE: Files for Chapter 11 Bankruptcy Protection
COMPRESORES Y EQUIPOS: Involuntary Chapter 11 Case Summary
CONTINENTALAFA: Asks Court to Approve Private Sale of Property
DENNIS SPIELBAUER: Wants Schedules Filing Extended Until April 24

DIAL-A-MATTRESS: Sleepy's Will Acquire 1800mattress.com Assets
DIAL-A-MATTRESS: Files Chapter 11 In Response to Involuntary Case
E.W. SCRIPPS: Bill Seeks Nonprofit Status for Newspapers
EDISON MISSION: Moody's Reviews 'Ba3' Corporate Family Rating
ESSAR STEEL: Weak Business Environment Cues Moody's Junk Rating

EVERYTHING BUT WATER: Retains Donlin, Recano as Claims Agent
EXCAVATION SPECIALISTS: Voluntary Chapter 11 Case Summary
FAIRCHILD CORP: Gets Interim OK to Access $6.5MM DIP Financing
FERTINITRO FINANCE: Moody's Gives Neg. Outlook on B3 Rated Bonds
FGIC CORPORATION: Moody's Downgrades Insurance Ratings to 'Caa3'

FHC HEALTH: Moody's Affirms Corporate Family Rating at 'B2'
FOAMEX INT'L: To Sell All Assets to MatlinPatterson for $105 Mil.
FRGR MANAGING: Section 341(a) Meeting Set for April 15 in New York
FRISBEE'S MARKET: Auction of Kittery Point Restaurant Set April 24
GALLERY TRADITIONS: Voluntary Chapter 11 Case Summary

GANNETT CO: Bill Seeks Nonprofit Status for Newspapers
GARDNER DENVER: S&P Raises Corporate Credit Rating to 'BB'
GATEWAY ETHANOL: Wants June 2 Extension Plan Filing Deadline
GENERAL MOTORS: Gov't Ready to Lend More Money, Says WSJ
GILL FAMILY: Voluntary Chapter 11 Case Summary

GLOBAL OUTREACH: Section 341(a) Meeting Slated for April 8 in NJ
GLOBAL REAL ESTATE: Voluntary Chapter 11 Case Summary
GRAPHIC PACKAGING: Fitch Affirms Issuer Default Rating at 'B'
HARRY WHITE: Voluntary Chapter 11 Case Summary
HATHAWAY LAND: Voluntary Chapter 11 Case Summary

HEARST CORP: Bill Seeks Nonprofit Status for Newspapers
HERTZ CORP: S&P Retains Negative Watch on 'BB-' Corporate Rating
HIGHLAND CONTRACTORS: Voluntary Chapter 11 Case Summary
HOMELAND OFFICE: Voluntary Chapter 11 Case Summary
INDALEX HOLDING: Chap. 11 Filing Cues Moody's to Withdraw Ratings

INLET RETAIL: U.S. Trustee Set to Meet Creditors on April 30
INTERNATIONAL SIGN: Voluntary Chapter 11 Case Summary
ISTAR FINANCIAL: Fitch Affirms Issuer Default Rating at 'B-'
JOURNAL REGISTER: Bill Seeks Nonprofit Status for Newspapers
KANSAS CITY SOUTHERN: S&P Cuts Corporate Credit Rating to 'B'

L&D CONTRACTING: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Luxembourg Unit to Hold General Meeting April 3
LIGHTHOUSE TENNESSEE: Case Summary & 18 Largest Unsec. Creditors
LIN TV: S&P Assigns Unsolicited 'B-' Corporate Credit Rating
LODGEBUILDER INC: Case Summary & 23 Largest Unsecured Creditors

M & R CAR: Voluntary Chapter 11 Case Summary
MANALAPAN RETAIL: Section 341(a) Meeting Set For April 16 in N.J.
MAPLEWOOD RIO: Voluntary Chapter 11 Case Summary
MEADOWBROOK FARMS: Files for Chapter 7 Bankruptcy Protection
MICHAEL CLOVER: Voluntary Chapter 11 Case Summary

MITCHELL JAY STEIN: Voluntary Chapter 11 Case Summary
MOMENTIVE PERFORMANCE: Weak Q4 Results Cue Moody's Junk Rating
MTI GLOBAL: Seeks Covenant Relief From Lenders
MTI GLOBAL: To Focus on Aerospace Program; Divest Other Assets
N-ROUTE LLC.: Voluntary Chapter 11 Case Summary

NEIL MCHUGH : Voluntary Chapter 11 Case Summary
NEXEN INC: Moody's Downgrades Subordinated Rating to 'Ba1'
PACIFIC ENERGY: Sec. 341(a) Meeting Set for April 7
PACIFIC ENERGY: U.S. Trustee Appoints 3-Member Panel
PERRY ELLIS: Moody's Downgrades Corporate Family Rating to 'B2'

PHILADELPHIA NEWSPAPERS: Nonprofit Status for Newspapers Sought
PHILIP MARTIN: Bankruptcy Administrator to Meet Creditors April 14
PHOENIX E-SUITES: Case Summary & Two Largest Unsecured Creditors
PLATINUM MOTORS: Case Summary & 19 Largest Unsecured Creditors
PMC MARKETING: Section 341(a) Meeting Slated for April 27

POINTE LUCK: Case Summary & 16 Largest Unsecured Creditors
PROPEX INC: PBGC to Assume 2 Pension Plans Covering 3,000 Workers
PRS II LLC: Section 341(a) Meeting Slated for April 1 in Texas
PSI SALES: Voluntary Chapter 11 Case Summary
QUALIA CLINICAL: Voluntary Chapter 11 Case Summary

RECYCLE USA: Voluntary Chapter 11 Case Summary
REFCO INC: Court Denies Mayer's Plea to Dismiss Fraud Charges
ROLSAFE INTERNATIONAL: Voluntary Chapter 11 Case Summary
ROSE TAYLOR: Voluntary Chapter 11 Case Summary
SAN CARLOS COURT: Voluntary Chapter 11 Case Summary

SALEM COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-'
SIMMONS CO: Lenders Explore Sale, Other Options for Company
SIMMONS CO: Lenders Extend Forbearance Until May 31, 2009
SPANSION INC: Fitch Withdraws 'D' Issuer Default Rating
SPEEDWAY MOTORSPORTS: Moody's Changes Sr. Notes' Rating to 'Ba2'

STAR ACQUISITION: Voluntary Chapter 11 Case Summary
STAR TRIBUNE: Bill Seeks Nonprofit Status for Newspapers
STATE OF CALIFORNIA: Court Denies Governor's Plea to Drop Receiver
STEPHEN PHINNY: Files for Chapter 11 Bankruptcy Protection
STEPHEN PHINNY: Section 341(a) Meeting on April 23 in Arizona

SUZANNE CLIFTON: Case Summary & 20 Largest Unsecured Creditors
SV 261 LLC: Wants to Hire Randall Danskin as Bankruptcy Counsel
SV 261 LLC: Section 341(a) Meeting Set for April 10 in Washington
TEXAS PETROCHEMICALS: Moody's Cuts Corporate Family Rating to B1
THOMAS MCINNIS: Voluntary Chapter 11 Case Summary

TICKETMASTER ENTERTAINMENT: S&P Cuts Corp. Credit Rating to 'BB'
TRANSMERIDIAN EXPLORATION: Slapped with $600,000 Rent, Files Ch.11
TRIBUNE CO: Bill Seeks Nonprofit Status for Newspapers
TRONOX INC: Sec. 341 Meeting of Creditors Slated for April 8
TRONOX INC: Delays Filing of 2008 Annual Financial Results

TRONOX INC: Court Approves Protocol Governing Anadarko Discovery
TROPICANA ENTERTAINMENT: Panel Urges Constituents to Support Plan
TROPICANA ENTERTAINMENT: Starts Wooing Creditors' Votes for Plan
USPF HOLDINGS: S&p Affirms 'BB+' Rating on $299.28 Mil. Facility
WCI COMMUNITIES: To Deregister with SEC; Won't File Fin'l Reports

WENDY'S INTERNATIONAL: S&P Cuts Ratings on Senior Notes to 'B'
WHITEHALL JEWELERS: Can Sell Unclaimed Jewelry Free From Liens
WILTON PRODUCTS: S&P Puts 'B-' Corp. Rating on Negative Watch
WM BOLTHOUSE: S&P Downgrades Corporate Credit Rating to 'B-'
WP HICKMAN: Sale of Acquired Assets Closed on March 2

* Fitch Gives 'E' Individual Rating on Eight Major Corp. Unions
* Failed Banks Total 20 in Q1; Industry Lost $32.1-Bil in Q4 2008
* Some Companies Considering Pre-Negotiated Bankruptcies

* Senate Bill Seeks Nonprofit Status for Newspapers
* Treasury, Federal Reserve Seek to Seize Non-bank Financial Firms

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


                            *********


ACTIVE WALLACE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Active Wallace Group
        dba Active Mail-Order, Inc.
        dba Active Sweats
        dba Active Sweats and Surf
        dba Active Ride Shop
        12087 Landon Drive
        Mira Loma, CA 91752

Bankruptcy Case No.: 09-15370

Type of Business: The Debtor is a retailer.

Chapter 11 Petition Date: March 23, 2009

Court: Central District Of California (Riverside)

Judge: Richard M Neiter

Debtor's Counsel: Garrick A. Hollander, Esq.
                  pj@winthropcouchot.com
                  jmartinez@winthropcouchot.com
                  Marc J. Winthrop, Esq.
                  660 Newport Center Dr., 4th Floor
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Nike USA                                         $1,494,756
c/o Angela Stanfield
7932 Collection Center Dr.
Chicago, IL 60693
Tel: (503) 532-7844

Advantage Construction                           $891,000
Attn: Corporate Officer
18195 Mockingbird Canyon
Riverside, CA 92504
Tel: (714) 329-0245

Sole Technology                                  $682,625
c.o Ingrid Berridge
20162 Windrow Drive
Lake Forest, CA 92630
Tel: (949) 460-2020

Hurley International                             $615,590
Vicki Sundleaf
1945 Placentia Ave. Bldg. G
Costa Mesa, CA 92627
Tel: (949) 548-9375 ext. 3211

DC Shoe Co.                                      $549,557
c/o John Scott
1333 Keystone Way, Unit A
Vista, CA 92081
Tel: (714) 889-2890

Quiksilver                                       $515,316
c/o John Scott
5600 Argosy Circle #300
Huntington Beach, CA 92649
Tel: (714) 889-2890

One Distribution                                 $477,251

Ezekiel Ezekiel                                  $432,947

Matix Clothing Co.                               $388,889

Syndrome Distribution                            $355,535

Vans                                             $347,997

Girl Skateboard Co.                              $344,857

Stussy Inc.                                      $295,074

T&K Print Management                             $236,381

Earth Products                                   $231,250

Black Box, Inc.                                  $223,933

Ambiguous Clothing                               $215,258

Element                                          $204,924

Independent Trading Co.                          $200,749

Lakai, Ltd.                                      $191,951

The petition was signed by John E. Wallace, chief executive
officer.


AGRIPROCESSORS INC: Seeks Better Bids to Win Creditors Approval
---------------------------------------------------------------
Grant Schulte at DesMoinesRegister.com reports that bids for
Agriprocessors Inc.'s machinery, land, and other property have
failed to satisfy the Company's two largest creditors.

As reported by the Troubled Company Reporter on March 25, 2009,
Agriprocessors received bids from T5 Equity Partners, LLC, Natural
Source Holdings, and Kosher Standards, LLC, for various parts of
the kosher meat plant.  The bidders were meeting in groups to
revise their proposals, as the auction of the assets on Monday
failed to yield a price guaranteed to satisfy creditors, who were
expecting a $20 million to $40 million bid.

DesMoinesRegister.com relates that the top offer to acquire the
assets was $15.7 million, almost three times higher than Monday's
bids, but still far short of the $40 million offered by an Israeli
company in January.

Negotiations would continue behind the scenes, with a possible
deal emerging by next week, DesMoinesRegister.com states, citing a
spokesperson Agriprocessors' court-appointed trustee, Joseph
Sarachek.  Dan Childers, an attorney for Mr. Sarachek, suggested
that the talks might lead to higher bids, according to
DesMoinesRegister.com.  The report states that Mr. Childers told
U.S. Bankruptcy Judge Paul Kilburg that Mr. Sarachek wanted to
explore "additional avenues" for the property at stake, "which
could lead to better bids."

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.


AJH RESTAURANT GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: AJH Restaurant Group, LLC
        8787 N. Scottsdale Road
        Paradise Valley, AZ 85253
        dba Dough-Vinci's
        fdba Picazzo's Gourmet Pizza & Salads
        Tel: (480) 596-8800

Bankruptcy Case No.: 09-04910

Chapter 11 Petition Date: March 17, 2009

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

Judge: Charles G. Case II

Company Description: The Debtor operates a pizza and pasta
                     restaurant.

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  DeConcini McDonald Yetwin & Lacy, PC
                  7310 N 16th St., #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  Email: lhirsch@dmylphx.com

Total Assets: $86,800

Total Debts: $1,408,520

The petition was signed by Andrea Hill, a member of the Company.

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

             http://bankrupt.com/misc/azb09-04910.pdf


AL BASKIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Al Baskin Co.
        dba Mark Shale
        10441 Beaudin Blvd., Suite 100
        Woodridge, IL 60517

Bankruptcy Case No.: 09-09825

Type of Business: The Debtor is a retailer.

Chapter 11 Petition Date: March 23, 2009

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Adam P. Silverman, Esq.
                  asilverman@ag-ltd.com
                  Adelman & Gettleman, Ltd.
                  53 West Jackson Blvd., Suite 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050 Ext. 229
                  Fax: (312) 435-1059

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
900 North Michigan LLC                           $346,168
900 N. Michigan Avenue, #850
Chicago, IL 60611

#4827 Retail Property -                          $258,885
Atlanta
Simon Property
225 West Washington St.
Indianapolis, IN 46204
Fax: (317) 263-2339

Oak Brook Shopping Center LLC                    $225,328
100 Oakbrook Center
SDS-12-2892
Oak Brook, IL 60523

Zanella                                          $221,688

Jack Victor Limited/JAZ                          $173,789

GGP Homart - Northbrook                          $165,207

Hugo Boss Fashions                               $151,114

Highwood Property - KC                           $114,094

Canali USA Inc.                                  $106,910

PH>T/Change/Cambia PH                            $83,854
Trading Limited

Lubiam/Luigi Bianchi Montova                     $66,195

J A II/GFT Apparel Corp.                         $51,781

Coppley Apparel                                  $50,669

Ike Behar Apparel                                $47,730

DJP/December Tenth Corp. Mens                    $46,821

Robert Talbot Studios                            $42,223

Scott Barber                                     $36,317

Elliot Lauren Inc.                               $34,142

The Nat Nast Company                             $33,051

Magnanni                                         $31,956

The petition was signed by Steve Baskin, co-president.


AMERICAN INT'L: Mulled Tax Law May Be Put Off w/ Return of Bonuses
------------------------------------------------------------------
Greg Hitt at The Wall Street Journal reports that House Majority
Leader Steny Hoyer suggested that the bonus-tax legislation "may
not be necessary" now that some employees of American
International Group have returned the bonuses they received.

According to WSJ, the House voted to impose a 90% tax on many
bonuses at AIG and at all institutions receiving significant
financial bailout support.  The legislation may not come up in the
Senate until after a two-week recess that begins April 3, WSJ
states.  The report says that it could be put off if the
administration demonstrates a commitment to reining in such
payments in the future.

"In light of the significant concerns raised by President Obama
and Senate Republicans, we've decided to take a step back and
discuss any possible next steps," WSJ quoted Senate Majority
Leader Harry Reid's spokesperson Jim Manley.  WSJ relates that the
legislation's course in the Senate will depend on the
administration's moves on executive pay and whether anything
further emerges that could anger lawmakers and the public.

According to WSJ, Democratic Sen. Ron Wyden said that he still
wants the Senate to act.  Mr. Wyden, WSJ states, said that he
welcomed AIG officials' decision to return the bonuses, but "I am
just as concerned about preventing the next round of bonuses."
Senate Majority Leader Harry Reid said that "the issue is not
over" and said that he will keep pressuring AIG, according to the
report.

      Banks Turn to AIG to Cut Income Taxes in U.S. & Europe

Court documents say that some of the banks that got government-
funded payouts to settle contracts with AIG have asked the
Company's help to cut their income taxes in the U.S. and Europe.

According to court documents, banks that worked with AIG on tax
deals include Credit Agricole SA of France, Bank of Ireland, and
Bank of America Corp.  Jesse Drucker and Carrick Mollenkamp at WSJ
relate that AIG's tax deals allowed U.S. firms and foreign banks
to claim credit in their home country for a single tax payment,
partly through the use of an offshore AIG subsidiary.

Court documents state that the Internal Revenue Service is
challenging some of the tax deals structured by AIG Financial
Products Corp., which paid in 2008 about $61 million in disputed
taxes stemming from the deals.  The court documents say that AIG
Financial sued the U.S. government in federal court in New York in
February 2009, seeking a refund.  AIG Financial, according to the
court documents, said that it was told by the IRS that the Company
hadn't shown that the transactions "had sufficient economic
substance and business purpose" to justify tax benefits.

                  About American International

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

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

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

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

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

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

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

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


AMERICAN INT'L: Aircraft Leasing Unit Seeks to Refinance Debt
-------------------------------------------------------------
J. Lynn Lunsford and Daniel Michaels at The Wall Street Journal
reports that American International Group Inc.'s aircraft-leasing
unit, International Lease Finance Corp., is seeking to refinance
billions of dollars in short-term debt.

ILFC said that failure to come up with the cash could threaten its
survival, WSJ relates.  The report states that ILFC's was battered
by the lack of access to short-term financing in recent months,
complicating efforts to complete a quick sale of ILFC as part of
AIG's plans to repay the $173.3 billion loan it secured from the
government.

WSJ states that ILFC, scrambling to rework the way it borrows
money, is moving away from unsecured commercial paper to secured
financing backed by the value of its fleet of 955 airplanes.

On March 12, 2009, ILFC borrowed $800 million from AIG Funding to
fund our contractual obligations through the end of March 2009.
The note is payable upon demand, but otherwise in full upon
maturity, which will be the earlier of our sale by AIG and
December 31, 2009.  ILFC must use any proceeds from the secured
financings it is seeking to repay the note.  AIG has also approved
an additional $900 million loan to be provided on the same terms
by AIG Funding on March 30, 2009, to fund ILFC's contractual
obligations through the end of April 2009, which is subject to
receiving consent of the NY Fed.  ILFC may need to seek additional
funding from AIG, which funding would be subject to the consent of
the NY Fed.  ILFC has been advised by AIG that the parent company
will continue to support ILFC's short-term liquidity needs through
the earlier of its sale or March 2010.  AIG will need to secure
the NY Fed's consent for ILFC and its subsidiaries to incur new
indebtedness in excess of $4.0 billion.

ILFC said that it can't determine when the commercial paper or
public unsecured debt markets may be available to the company
again, and so it is looking at other ways to fund its purchase
commitments of aircraft and future maturing obligations, including
through secured financings and additional support from AIG.  Under
ILFC's existing debt agreements, the company and its subsidiaries
are allowed to enter into secured financings totaling up to 12.5%
of consolidated net tangible assets, as defined in the debt
agreements, currently approximately
$5.0 billion.  It may be possible, subject to receipt of any
required consents under the Federal Reserve Bank of New York
facility and ILFC's bank facilities and term loans, for the
company to obtain secured financing without regard to the 12.5%
consolidated net tangible asset limit referred to above by doing
so through subsidiaries that qualify as non-restricted
subsidiaries under our public debt indentures.  ILFC and its
subsidiaries are currently permitted to incur up to $4.0 billion
of new secured indebtedness pursuant to a waiver letter agreement
with the NY Fed.

ILFC, due to the current credit markets and AIG's announced plans
to sell the company, may not be able to obtain secured financing
from third parties on favorable terms.  If ILFC fails to obtain
secured financing or additional support from AIG, the company will
have to pursue alternative strategies like selling aircraft.  If
ILFC fails to raise sufficient cash from these strategies, it may
be unable to meet its debt obligations as they become due.
Without additional support from AIG or obtaining secured financing
from a third-party lender, in the future there could exist doubt
concerning our ability to continue as a going concern.

WSJ relates that ILFC is considered one of AIG's most attractive
assets, with a fleet valued at $50 billion.  It isn't likely that
the Fed would stand in the way of the unit's efforts to refinance
its debt, WSJ notes.  As of December 31, 2008, ILFC reported
$47,315,514,000 in total assets, $32,476,668,000 in total debts,
and $7,625,213,000 in shareholders' equity.  ILFC reported
$703,125,000 in net income for the year ended December 31, 2008,
compared to $604,366,000 in net income in the year ended
December 31, 2007.

WSJ quoted IFLC President and Chief Operating Officer John
Plueger, as saying, "ILFC continues to meet all of its
obligations."

According to WSJ, industry observers believe that ILFC is too big
for the government to allow it to default on its obligations, as
it is the largest single customer for Europe's Airbus and Chicago-
based Boeing Co. and has served as a crucial source of alternative
financing for airlines in need of new planes.

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.


AMERICAN INT'L: Appoints Rodney Martin as Int'l Life Chairperson
----------------------------------------------------------------
American International Group, Inc., has named AIG Executive Vice
President Rodney O. Martin, Jr., as Chairperson of its
International Life and Retirement Services unit.

In his new role, Mr. Martin will be responsible for AIG's
international life and retirement businesses, including American
International Assurance Company Limited (AIA), American Life
Insurance Company (ALICO), AIG Star Life Insurance Co., Ltd., AIG
Edison Life Insurance Company, and Nan Shan Life Insurance
Company, Ltd.  In addition Mr. Martin will serve as Chairperson of
ALICO and Chairperson of AIA.  Mr. Martin reports directly to AIG
Chairman and CEO Edward M. Liddy.

Mr. Martin will assume these additional responsibilities following
the retirement of AIG Senior Vice Chairperson and AIG Board member
Edmund Tse, 71, who has served 48 years in key roles with AIG and
was the principal architect of AIG's global life insurance
platform.  Mr. Tse will step down at AIG's Annual Meeting of
Shareholders, scheduled for May 13.  He will continue to serve as
Honorary Chairperson of AIA and Non-Executive Chairperson of both
Nan Shan and the Philippine American Life and General Insurance
Company (Philamlife).

Mr. Tse began his career at AIG in 1961 when he joined AIA in Hong
Kong.  He was named President and Managing Director of Nan Shan in
1975, President and CEO of AIA in 1983, Chairperson of Nan Shan in
1990, and Chairperson and CEO of AIA in 2000.  He was elected to
the AIG Board of Directors and appointed Vice Chairperson in 1997
and Senior Vice Chairperson in 2001.  Mr. Tse served as AIG Co-
Chief Operating Officer from 2002 to 2003.  He was the first
Chinese executive to be elected to the Insurance Hall of Fame, the
most prestigious award in the insurance industry.

Mr. Martin was elected Chairperson and Chief Executive Officer of
ALICO and Chief Operating Officer of AIG's Worldwide Life
Insurance in 2006, and AIG Executive Vice President Life Insurance
in 2002.  Prior to that, Mr. Martin had served as President and
CEO of AIG American General following AIG's acquisition of
American General Corporation in 2001 and as Senior Vice Chairman,
Financial Services, responsible for American General's life
insurance and consumer lending operation.  He joined American
General as President in 1995 after spending 20 years in the life
insurance business.

Mark Wilson, currently President and COO of AIA, has been named
President and Chief Executive Officer of AIA, also effective upon
Mr. Tse's retirement.  He will report to Mr. Martin.  Both Mr.
Martin's and Mr. Wilson's appointments are subject to regulatory
approval.

AIG's domestic life and retirement businesses will continue under
the leadership of AIG Senior Vice President, Life Insurance,
Matthew Winter, and AIG Executive Vice President, Retirement
Services, Inc.  Jay S. Wintrob. Mr. Winter and Mr. Wintrob will
continue to report directly to Mr. Liddy.

Commenting on the contributions made to AIG by Mr. Tse, AIG
Chairperson and CEO Liddy said, "Edmund Tse's leadership, wisdom
and vision will be greatly missed.  He has set an example of how
change can represent opportunity, and I have personally
appreciated his counsel.  I am especially pleased he has agreed to
continue serving AIG in non-executive roles with AIA, Nan Shan,
and Philamlife.  We are fortunate to have Rod Martin and the rest
of the experienced leadership team in life and retirement services
to carry on the tradition of success established by Edmund."

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.


AMERICAN INT'L: Two French Managers to Leave, May Trigger Default
-----------------------------------------------------------------
Mauro Gabriele and James Shephard, top managers of AIG's Paris-
based Financial Products unit Banque AIG have resigned, Liz
Rappaport, Liam Pleven, and Carrick Mollenkamp at The Wall Street
Journal report, citing people familiar with the matter.

WSJ notes that AIG and its officials are scrambling to replace
Messrs. Gabriele and Shephard to avoid an unlikely but expensive
situation in which billions of dollars in AIG trading contracts
could default.  WSJ notes that AIG must replace Messrs. Gabriele
and Shephard to the satisfaction of French banking regulators.
AIG said that its lead U.S. overseer, the Federal Reserve, is
talking with French regulators and AIG officials to deal with the
consequences of a complicated legal scenario in which the
departures of Messrs. Gabriele and Shephard could trigger defaults
in $234 billion of derivative transactions, WSJ relates.

According to WSJ, the sources said that Messrs. Gabriele and
Shephard have resigned in recent days but have agreed to stay on
for a transition.  WSJ notes that had Messrs. Gabriele and
Shephard not agreed to stay, French regulators might have
appointed a designee to manage Banque AIG, which could trigger
defaults under the bank's derivative contracts.  WSJ, citing a
person familiar with the matter, states that under private
contracts, a regulator's appointment of a manager constitutes a
change in control and the provision is often included in
derivative contracts where parties want to preserve a way out if
something about their counterparties changes.

Citing AIG, WSJ states that defaults could force European banks
involved in the trades to raise billions in capital to cushion
potential losses.  The report says that those banks used Banque
AIG to hedge the risk in some of the assets they own, letting them
hold less capital against those assets, which could include
securities like mortgages and corporate debt.

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.


AMERICREDIT FINANCIAL: Moody's Takes Rating Actions on Auto Loans
-----------------------------------------------------------------
Moody's has taken actions on the underlying ratings of certain
subprime auto loan transactions sponsored by AmeriCredit Financial
Services, Inc. during 2007 and 2008.  The decisions were prompted
by Moody's updated higher loss expectations relative to current
levels of credit enhancement.

Moody's outlook for the US vehicle sector is negative.  The
economy will drive performance, particularly unemployment.
Moody's currently anticipates these transactions to incur lifetime
cumulative net losses between 18.00% and 21.00% Moody's had
originally expected cumulative net losses for the 2007
transactions to be between 9.50% and 12.50% and for the 2008
transaction to be between 14.00% and 17.00%.  During its review,
Moody's will continue to refine its assessment of these
transactions relative to the credit enhancement available.  The
weak performance of the recent AmeriCredit transactions has
coincided with a challenging economic environment that has put
pressure on auto loan performance in general.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating.

Complete rating actions are:

Issuer: AmeriCredit Automobile Receivables Trust 2007 B-F

Class Description: Class A-3-A

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 B-F

Class Description: Class A-3-B

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 B-F

Class Description: Class A-4

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 C-M

Class Description: Class A-3-A

  -- Current Rating: Downgraded to Baa3 from Baa2; previously on
     February 18, 2009 placed under review for Possible Downgrade

  -- Financial Guarantor: MBIA (B3; previously on February 18,
     2009 Downgraded to B3 from Baa1)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 C-M

Class Description: Class A-3-B

  -- Current Rating: Downgraded to Baa3 from Baa2; previously on
     February 18, 2009 placed under review for Possible Downgrade

  -- Financial Guarantor: MBIA (B3; previously on February 18,
     2009 Downgraded to B3 from Baa1)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 C-M

Class Description: Class A-4-A

  -- Current Rating: Downgraded to Baa3 from Baa2; previously on
     February 18, 2009 placed under review for Possible Downgrade

-- Financial Guarantor: MBIA (B3; previously on November 7,
   2008 Downgraded to Baa1 from A2)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 C-M

Class Description: Class A-4-B

  -- Current Rating: Downgraded to Baa3 from Baa2; previously on
     February 18, 2009 placed under review for Possible Downgrade

  -- Financial Guarantor: MBIA (B3; previously on February 18,
     2009 Downgraded to B3 from Baa1)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 D-F

Class Description: Class A-3-A

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 D-F

Class Description: Class A-3-B

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 D-F

Class Description: Class A-4-A

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2007 D-F

Class Description: Class A-4-B

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on January 8, 2009 placed under review for Possible
     Downgrade

Issuer: AmeriCredit Automobile Receivables Trust 2008 A-F

Class Description: Class A-2-A

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Placed Under Review for Possible
     Downgrade; previously on June 2, 2008 Assigned A3

Issuer: AmeriCredit Automobile Receivables Trust 2008 A-F

Class Description: Class A-2-B

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Placed Under Review for Possible
     Downgrade; previously on June 2, 2008 Assigned A3

Issuer: AmeriCredit Automobile Receivables Trust 2008 A-F

Class Description: Class A-3

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Placed Under Review for Possible
     Downgrade; previously on June 2, 2008 Assigned A3

Issuer: AmeriCredit Automobile Receivables Trust 2008 A-F

Class Description: Class A-4

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Placed Under Review for Possible
     Downgrade; previously on June 2, 2008 Assigned A3


APEX SILVER: Emerges From Ch. 11 Under New Name; Seeks Tie-Ups
--------------------------------------------------------------
Apex Silver Mines Limited said the Joint Plan of Reorganization
filed together with wholly owned subsidiary Apex Silver Mines
Corporation became effective on March 24, 2009, and that the
Company and ASMC have emerged from Chapter 11 proceedings.  Under
the Plan, Golden Minerals Company, a newly formed Delaware
corporation, is the successor to the Company's assets.  The
Company's pending provisional liquidation proceedings under Cayman
Islands law will be converted to a compulsory liquidation.

The Company and ASMC filed a voluntary joint petition with the
Bankruptcy Court on January 12, 2009, for relief under Chapter 11
of the United States Bankruptcy Code.  On March 4, 2009, the
United States Bankruptcy Court for the Southern District of New
York entered an order confirming the Plan.

Pursuant to the Plan, Sumitomo Corporation acquired the Company's
direct and indirect interests in the San Cristobal mine, including
its 65% interest in Minera San Cristobal, for a cash purchase
price of $27.5 million, plus $2.5 million in expense
reimbursements and the assumption of certain liabilities.  The
Company has been released and discharged from liabilities
associated with the San Cristobal mine, including its guarantee of
San Cristobal's indebtedness.

ASMC, which has been renamed Golden Service Corporation, has
entered into a Management Services Agreement with Sumitomo under
which it will provide certain management services with respect to
the San Cristobal mine and receive an annual fee of approximately
$6.0 million, and a potential annual incentive fee of
$1.5 million.  The Management Agreement will have an initial term
of 12 months and thereafter may be terminated by Golden Minerals
with 12 months' prior notice or by Sumitomo with six months' prior
notice. If terminated by Sumitomo, Golden Minerals will be
entitled to a $1.0 million termination fee.

In addition to managing the San Cristobal mine, Golden Minerals
will focus on the advancement of exploration activities on certain
properties within a broad portfolio of 45 exploration properties
in South America and Mexico.  Two of these properties are in
intermediate to advanced stages of exploration: the El Quevar
silver project in Argentina and the Zacatecas silver and base
metals project in Mexico.  Golden Minerals will also seek to
leverage the experience and skills of the management team by
performing mine services, including feasibility studies and
project development strategies; engineering, construction and
procurement management; environmental permitting and corporate
social responsibility support; technical support; and operations
management.  In addition, Golden Minerals will actively pursue
growth through strategic opportunities, including acquisitions,
joint ventures and asset consolidations that can bring synergy to
existing assets and leverage the strengths of the management team.

The common stock of Golden Minerals was expected to commence
trading over-the-counter on or about March 25, 2009.  Golden
Minerals expects to pursue a listing on a U.S. national securities
exchange and the Toronto Stock Exchange.  Golden Minerals will be
the successor to the Company for purposes of reporting under the
U.S. securities laws.

                    About Apex Silver Mines

Headquartered in Denver, Colorado, Apex Silver Mines Limited (Pink
Sheets:APXSQ) -- http://www.apexsilver.com-- explores and
develops silver and other mineral properties in Central and South
America.  The Company is based in George Town, Cayman Islands.
The Company and its affiliate, Apex Silver Mines Corporation,
filed for Chapter 11 protection on January 12, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10182).  James L. Bromley, Esq., and Sean A.
O'Neal, Esq., at Cleary Gottlieb Steen & Hamilton LLP, represented
the Debtors in their restructuring efforts.  Davis Graham & Stubbs
LLP served as special purpose counsel; Jefferies & Co, Inc. as
financial advisor; and Epiq Bankruptcy Solutions LLC as claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $500 million to
$1 billion each.


ARIZONA ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Arizona Environmental Recycling, LLC
        3501 N.W. Grand Ave.
        Phoenix, AZ 85019

Bankruptcy Case No.: 09-04665

Chapter 11 Petition Date: March 13, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Dean William O'Connor, Esq.
                  Sallquist, Drummond & O'Connor, PC
                  1430 E. Missouri Avenue Suite B-125
                  Phoenix, AZ 85014
                  Tel: (602) 224-9222
                  Fax: (602) 224-9366
                  Email: dean@sd-law.com

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

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

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

The petition was signed by Matt Hinson, managing member of the
Company.


AUSTRAL PACIFIC: Operates Under Loan Default Waivers by Investec
----------------------------------------------------------------
Austral Pacific Energy Ltd. Chief Executive Officer Thom Jewell
said, "Austral has been unable to meet certain requirements in its
loan agreement with Investec Bank, and has continued to operate
under a series of 'default waivers' from Investec."

According to Mr. Jewell, the initial $23 million loan from
Investec was paid off during 2008, but further borrowings to
close-out oil sales contracts in May and settling a gas prepayment
liability in December has left the company with a debt of
$16.79 million at year-end.

Mr. Jewell says the company has accounted for the debt as a
current liability.  This was a major contributor to the
'significant uncertainty' comment in the accounts, he says.

Mr. Jewell says, "Although the financial statements note, as they
did last year, that there is a 'significant uncertainty' in
relation to the Group's ability to continue as a going concern,
the directors have expressed confidence that the company will be
able to conclude a longer-term plan with its bankers and continue
in operation.

On March 25, 2009, Austral Pacific filed its annual audited
financial statements for the year ended December 31, 2008.  The
company reported continuing liquidity issues, but with the ongoing
support of its lender, has embarked upon a plan to reduce its cost
base and refocus its activities around the producing Cheal field.
The reported loss for 2008 of $43.78 million was driven in large
part by:

    -- write down of the Cheal asset book value (due to reduced
       reserves);

    -- expensing the 2007 Cardiff acquisition and workover costs;
       and

    -- realized losses from settling forward oil sales contracts
       in May 2008.

The reduction in Cheal reserves was driven by lower oil volumes
due to the reduced thickness of the oil bearing reservoir
encountered in the Cheal A6 well and a conservative recovery
factor based on the existing well performance over the past twelve
months.

According to Mr. Jewell, "The valuation of the Cheal field asset
has been calculated on the basis of a zero forward capital spend.
We expect to be able to perform well optimization from cash flow.
Given a stable production operation, we will seek additional
investment for a well drilling program to expand the field and
produce additional resources that are not currently recognised in
our independent reserves report."

Oil sales increased to $11.77 million from $7.34 million in 2007,
due to higher oil prices together with increased production
volumes from a full year's permanent production at Cheal.  The
Cheal A7 well, drilled in July 2008, was brought into production
in August through a temporary connection, and construction of
permanent tie-in facilities is currently underway.

Based in Wellington, New Zealand, Austral Pacific Energy Ltd.
(CA:APX) is an oil exploration and production company.  Austral
Pacific shares are traded in the New Zealand and Toronto stock
exchanges.


AVENTINE RENEWABLE: Stock to be Delisted From NYSE; To Move to OTC
------------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc.'s common stock will be
quoted on the Over-the-Counter markets beginning March 30, 2009.
The Company expects its stock to continue to be actively traded on
the Pink Sheets and is taking the appropriate steps to be quoted
on the OTC Bulletin Board as well.  The move from the New York
Stock Exchange to OTC markets is due to the Company's current low
market capitalization.

The Company's NYSE ticker symbol "AVR" will be discontinued and a
new OTC ticker symbol will be issued.

Although the Company's common shares will be changing markets, the
transition to the OTC market will have no effect on the shares
themselves or the Company's filing obligations with the U.S.
Securities and Exchange Commission.

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

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

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


AYLWARD ENTERPRISES: Public Sale of Interests to be held March 31
-----------------------------------------------------------------
Patriot Capital Funding, Inc., as agent for the lenders, has
served notice that it will offer each of Charter Oak AE
Acquisition, LLC, Mid Oaks Investments LLC and Aylward LLC's
rights in the membership interests of Aylward Enterprises, LLC at
one or more public sales to be held at the offices of Goldberg
Kohn, 55 East Monroe Street, Suite 3300, Chicago, Illinois at
10:00 a.m. (Chicago time) on March 31, 2009.

The membership interests in Aylward Enterprises, which consist of
units of multiple classes with varying rights and preferences,
represent 93.17% of the issued and outstanding membership
interests, on a fully diluted basis, of Aylward Enterprises.

Each of the Pledgors pledged its rights in the membership
interests under that certain Senior Pledge Agreement, dated
February 2, 2007, as security for loans in an amount of not less
than $11,785,937 to the Agent and the Lenders.

For further information regarding the sale, interested parties may
contact Mr. Matthew Colucci at (203) 429-2700, or counsel to
Agent, at:

     Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd.
     Attn: Zachary J. Garrett
     55 E. Monroe Street, Suite 3300
     Chicago, IL 606703
     Fax: (312) 863-7449
     Email: zachary.garrett@goldbergkohn.com

Based in New Bern, North Carolina, Aylward Enterprises Inc. --
http://www.aylwardusa.com/--is a pharmaceutical packaging
equipment manufacturing company.


BERNARD L. MADOFF: $75MM in Assets Found in Gibraltar Account
-------------------------------------------------------------
Bankruptcy Law360 reports that Irving Picard, the trustee in
charge of liquidating Bernard L. Madoff's collapsed investment
fund, has found $75 million of Mr. Madoff's assets in an account
in Gibraltar.  Bankruptcy Law360 said David Sheehan, the Trustee's
lawyer, disclosed the information Tuesday.  Bankruptcy Law360 says
the new find brings the total assets recovered from Madoff's Ponzi
scheme to just over $1 billion.

As reported by the Troubled Company Reporter on March 19, 2009,
Mr. Picard has hired a lawyer to chase down customers' assets that
may be in Gibraltar.  Mr. Picard said in a document submitted to
the U.S. Bankruptcy Court for the Southern District of New York
that issues have arisen overseas, and in Gibraltar in particular,
that require the Trustee's participation and representation by
counsel.  The Trustee has become aware of assets that he believes
to be customer property located within that country and requires
counsel to pursue such customer property.

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

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

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission charged Bernard L. Madoff and
his investment firm, Bernard L. Madoff Investment Securities LLC,
with securities fraud for a multi-billion dollar Ponzi scheme that
he perpetrated on advisory clients of his firm.  The estimated
losses from Madoff's fraud were allegedly at least
$50 billion.

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.

Mr. Madoff, if found guilty of all counts, would be imprisoned for
150 years, but legal experts expect the actual sentence to be much
lower and would still be an effective life sentence for the 70-
year-old defendant, WSJ notes.  Mr. Madoff, WSJ relates, would
also face millions of dollars in possible criminal fines.  The
report says that Mr. Madoff has been free on bail since his arrest
on December 11, 2008.  There was no plea agreement with Mr. Madoff
in which leniency in sentencing might be recommended, the report
states, citing prosecutors.


BI-LO LLC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on BI-LO LLC to 'D' from 'CCC'.  This action follows
the company's announcement that it and certain affiliates filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code. BI-LO was unable to reach a refinancing
agreement for its entire bank facility, which is comprised of a
$260 million term loan and a $100 million asset-based revolver.
The bank facility is scheduled to mature on March 26, 2009.  BI-LO
plans to continue to operate its stores and fund store operations
with cash on hand and cash generated from operations.  BI-LO has
received a commitment for a $100 million debtor-in-possession
facility arranged by GE Capital.

BI-LO has about 222 core BI-LO stores operating primarily in four
Southeastern states: South Carolina, North Carolina, Tennessee,
and Georgia.


BLACK DIAMOND: Files Restructuring Plan & Disclosure Statement
--------------------------------------------------------------
Black Diamond Mining Company, LLC, and its affiliates have filed a
restructuring plan and disclosure statement with the United States
Bankruptcy Court for the Eastern District of Kentucky that
outlines how Black Diamond proposes to emerge from Chapter 11.

Plan has the support of the Company's senior lenders, its accounts
receivable lender and several entities affiliated with the estate
of Ross Harris that are Black Diamond's largest mineral rights
lessors.

In addition, the Company is pleased to announce the withdrawal of
the previously filed motion to convert the Black Diamond case from
a Chapter 11 restructuring to a Chapter 7 liquidation.

"The filing of the plan and disclosure statement, and the
withdrawal of the conversion motion, represent significant steps
forward in our efforts to emerge from Chapter 11," said Ira J.
Genser, Managing Director of Alvarez and Marsal and the Bankruptcy
Court-appointed Chief Restructuring Officer.  Under the terms
outlined in the plan and disclosure statement, the Company's
senior lenders will submit a bid for substantially all of the
Company's assets.  If successful, the senior lenders would own a
significant majority of the Company's equity upon emergence.  As
required by the Bankruptcy Code, the bid will be subject to higher
and better offers.  The Company intends to conduct a Bankruptcy
Court-supervised auction within the next two months. Black Diamond
anticipates that additional information regarding the plan and
auction process will be filed with the Bankruptcy Court in the
next two weeks.

Larry W. Hull, Chief Executive Officer and President of Black
Diamond, added, "Thanks to the loyalty of Black Diamond's
customers and the dedication of its employees, we have made
significant progress toward emerging from Chapter 11 despite
challenging market conditions.  Further, the withdrawal of the
conversion motion should resolve any concerns about liquidation or
doing business with Black Diamond long term.  I am optimistic that
Black Diamond will exit bankruptcy as a going concern during the
first half of 2009."

                        About Black Diamond

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator and was formed in 2006.  The company
and seven of its affiliates filed for Chapter 11 protection on
March 4, 2008 (Bankr. E.D. Ky. Lead Case No.08-70109).  David M.
Cantor, Esq., at Seiller Waterman, LLC, represents the Debtors in
these cases.  The U.S. Trustee for Region 8 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Foley &
Lardner LLP represents the Committee in these cases.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on
Feb. 19, 2008 (Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and
08-70066 to 08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant &
Combs, L.L.P., represent the petitioners.  According to the
petitioners, the Debtors owe them $150 million.  The Debtors
schedules showed $73,669,934 in total assets and $207,403,591 in
total liabilities.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The TCR on March 4, 2008, reported that the Court directed the
appointment of a chief restructuring officer -- either Ira Genser
or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC
Coal Inc. and Black Diamond Mining Co.  The Court said the CRO
will "have the same powers as a trustee," which will include
retention and termination of workers, and the investigation of the
Debtors' officers.


BRADLEY CORRUGATED: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Bradley Corrugated Box Co., Inc.
        900 South 2nd Street
        Harrison, NJ 07029

Bankruptcy Case No.: 09-16126

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Daniel Stolz, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  Fax: (973) 467-8126
                  Email: dstolz@wjslaw.com

Total Assets: $1,115,730.09

Total Debts: $1,757,074.80

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

          http://bankrupt.com/misc/nysb08-15173.pdf

The petition was signed by James Robinson, President of the
company.


BRITT'S FURNITURE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Britt's Furniture Gallery, LLC
        869 US Hwy 11
        Petal, MS 39465
        Tel: (866) 698-2035

Bankruptcy Case No.: 09-15849

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi (Gulfport)

Company Description: The Company operates a furniture store.
                     See http://www.brittsfurnituregallery.com

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris Jernigan & Geno, PPLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050
                  Email: jktyree@harrisgeno.com

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

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

The petition was signed by Britt Ham, a member of the company.

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


CAPMARK FINANCIAL: S&P Retains Negative Watch on 'B+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Capmark Financial Group Inc., including its 'B+' long-term
counterparty credit rating, remain on CreditWatch with negative
implications where they were initially placed March 2, 2009.

"This update reflects uncertainty about Capmark's ability to
negotiate a longer-term extension of its bridge loan and
modifications to the terms of both the bridge loan and the firm's
senior credit facility," said Standard & Poor's credit analyst
Jeffrey Zaun.  Capmark announced that it had agreed with certain
of the lenders under its bridge loan agreement to extend the March
23, 2009, maturity date by one day.  Although the company has
enough cash on hand to retire the loan, paying the entire amount
at this time would amplify funding pressure and have future
liquidity implications.

Management has been moving to enhance its funding profile and
shrink Capmark's balance sheet by selling assets and slowing
originations.  Nevertheless, severe deterioration in already weak
commercial real estate markets has slowed repayments, hurt asset
quality, and caused very significant write-downs for Capmark.
These factors have greatly increased funding pressure on the firm.
In addition to the bridge loan, Capmark has about
$192 million of debt maturities due in 2009 and $905 million in
2010.  The need for short-term extensions of the bridge facility
indicates that management is having some difficulty in stabilizing
the company's funding profile.

S&P will monitor management's negotiation of new terms and
timeframes for its outstanding debt.  Once S&P has more clarity on
these issues, S&P could affirm the current ratings, or if the
company is unable or unwilling to negotiate a one-year extension,
S&P could lower the ratings by one or more notches. S&P could also
downgrade the firm if asset sales or an acceleration of credit
losses erodes Capmark's capital.  S&P could revise the outlook to
stable if the firm can obtain additional equity, modify terms on
its borrowings, and stabilize earnings and asset quality.


CENTRAL PARKING: S&P Puts 'B-' Coporate Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Nashville, Tennessee-based Central Parking Corp., including its
'B-' corporate credit rating, on CreditWatch with negative
implications.  The placement reflects uncertainty surrounding the
company's ability to extend a June 1, 2009 debt maturity at the
property company (PropCo, a special purpose entity that was
separated from the operating company following the 2007 LBO by
KCPC Holdings Inc.), the possibility of a covenant violation under
OpCo credit facilities toward the end of 2009, if performance
remains weak, and a general reduction in liquidity in part due to
sizable tax payments related to gains on asset sales.  As of Dec.
31, 2008, CPC had about $438 million of total debt, which includes
about $192 million of commercial mortgage-backed securities
outstanding at PropCo.

"Standard & Poor's could lower the ratings if it appears the CMBS
debt maturity will not be extended, if a default under OpCo's
leverage covenant seems probable, or if liquidity declines
further," said Standard & Poor's credit analyst Jerry Phelan.
"However, if the CMBS debt maturity is extended, and if
performance improves sufficiently to maintain adequate covenant
cushion and liquidity, S&P could affirm the ratings," he
continued.


CHARTER COMMUNICATIONS: May Get Debt Swap Pact With Bondholders
---------------------------------------------------------------
Charter Communications Inc. bondholders Oaktree Capital Management
LLC, Franklin Resources Inc., and Apollo Management LP are close
to an agreement to exchange their debt for equity, Serena Saitto
and Jeff St.Onge at Bloomberg News report, citing people familiar
with the matter.

According to Bloomberg, a person familiar with the matter said
that Apollo Management, Franklin Resources, and Oaktree Capital
would get minority stakes in the Company, as part of the Company's
reorganization.  Citing a source, Bloomberg states that an
agreement with the three bondholders would mean that Charter
Communications' plans are supported by a group of its largest
senior bondholders and would make it easier for the Company to
emerge from bankruptcy quickly.

A source, WSJ states, said that Charter Communications'
chairperson, Paul Allen, would keep voting control in the Company.

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

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

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

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

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


CHEMTURA CORP: Final Hearing on Cash Collateral Motion on April 13
------------------------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing April 13,
2009, to consider on a final basis, Chemtura Corp. and its
affiliates' request to use their lenders' cash collateral.

Written objections must be filed no later than April 6.

The Court has granted the Debtors' request on an interim basis.

As of the Petition Date, Chemtura and its debtor affiliates have
funded debt facilities in place with a face amount of
approximately $1.2 billion.  These include:

  * A $350 million revolving credit and letter of credit
    Facility;

  * $370 million outstanding under certain 7% unsecured notes
    due 2009 or the 2009 Notes;

  * $500 million outstanding under certain 6.875% unsecured
    notes due 2016 or the 2016 Notes; and

  * $150 million outstanding under certain 6.875% debentures due
    2026.

             Credit Facility & Unsecured Notes

The Debtors entered into a Credit Facility in July 2005 in
relation to the merger of Chemtura Corp. and Great Lakes Chemical
Corporation and certain subsidiaries.  The Prepetition Credit
Obligations were originally unsecured, but the Credit Agreement
provided that the Debtors would have to provide a security
interest in its subsidiaries if their unsecured debt was rated
BB+ by Standard and Poors' or Ba2 by Moody's.  That provision was
invoked in May 2007.

By July 2007, the Debtors, Citibank NA, as agent, and certain
lenders, amended the Original Credit Agreement and a Pledge and
Security Agreement to provide a cap for the amount of secured
obligations granted.  The cap was designed to avoid the trigger
of lien covenants in the 2009 Notes, the 2016 Notes and the 2026
Debentures, provided that the value of the Prepetition Lenders'
security interest is at all times less than the lowest threshold
that would trigger an "equal and ratable" security interest for
note holders under any of the Debtors' notes.  The Loan Parties
further entered into a waiver agreement with respect to certain
financial covenants in December 2008.

The Debtors also have an aggregate of $1.02 million of principal
outstanding in unsecured notes:

  2009 Notes       Issuer: Debtor Great Lakes Chemical Corp.
                   Indenture Trustee: JP Morgan Trust Company
                   Date of Issue: July 1999
                   Maturity: July 15, 2009

  2026 Debentures  Issuer: Witco Corporation
                   Successor in interest: Chemtura Corp.
                   Successor Trustees:
                     Manufacturers and Traders Trust Company
                     U.S. Bank National Association
                   Maturity: February 1, 2026

  2016 Notes       Issuer: Chemtura Corp.
                   Trustee: Wells Fargo Bank, NA
                   Date of Issue: April 24, 2006
                   Maturity Date: June 1, 2016

Taking into consideration the Security Interest Cap, the Debtors
determine that their secured prepetition debt is capped at
$139.2 million, and debt obligations incurred above $139.2 million
may not be secured, according to M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, the Debtors' proposed counsel.

                      Receivables Facility

Prior the Petition Date, the Debtors also maintained a
Receivables Facility, where they sold accounts receivables
pursuant to (1) a Receivables Sale Agreement dated January 2009
among Chemtura Corp., Great Lakes, GLCC Laurel LLC and Biolab
Inc., as sellers, and Chemtura Receivables LLC as buyer, and (2)
a Receivables Purchase Agreement dated January 2009 among
Chemtura Receivables, as seller, Chemtura Corp., as servicer,
Citicorp USA, Inc., as agent, Citigroup Global Markets Inc. as
arranger, The Royal Bank of Scotland Plc and certain purchasers.

The Receivables Facility provides that it will terminate as a
result of the commencement of these Chapter 11 cases.  As a
result, no further receivables will be purchased from the Debtors
and all cash generated from the receivables owned by Chemtura
Receivables would be applied to satisfy the outstanding secured
debt of that entity.

                    Access to Cash Collateral

The Debtors seek to use the Cash Collateral of, and provide
adequate protection to, their Prepetition Lenders.  The Debtors
propose to use the Cash Collateral pursuant to a prepared budget,
with terms satisfactory to the Prepetition Lenders.

The Debtors propose to grant the Prepetition Lenders adequate
protection liens in all DIP Collateral equal to the diminution in
the value of the Prepetition Collateral.  As further adequate
protection to the Prepetition Lenders, the Debtors also seek to
pay the Prepetition Agent:

  -- interest payments and Letter of Credit fees on the
     prepetition secured debt; and

  -- reasonable fees and disbursements of the professionals of
     the Prepetition Agent.

The Prepetition Lenders' Liens will be deemed an allowed
administrative expense claim junior in priority and subordinate
to the superpriority claims granted to the DIP Lenders and the
Carve-Out, and otherwise senior in priority over all other
administrative expense claims and unsecured claims.

                       About Chemtura Corp.

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

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

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


CHEMTURA CORP: Salient Terms of $400,000,000 Citibank DIP Facility
------------------------------------------------------------------
Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing April 13,
2009, at 9:45 a.m. to consider on a final basis, Chemtura Corp.
and its affiliates request to obtain up to $400 million under a
postpetition credit agreement with Citibank, N.A., as
administrative agent, and certain other lenders.

Written objections must be filed and served no later than
April 6, at 4:00 p.m. (EDT).

As reported by the Troubled Company Reporter on March 23, 2009,
Judge Gonzalez granted the Debtors' request, on an interim basis.
The Debtors were authorized to borrow up to $190 million from
Citibank N.A. and a syndicate of lenders.  The Interim Loan Amount
consists of $25 million under a Non-rollup Revolving Credit
Facility and $165 million under a Term Facility.

                         Liquidity Crisis

Chemtura and its debtor affiliates have told the Court they are in
dire need of liquidity.  The Debtors said they currently have
$6 million cash on hand to operate their businesses.  Absent
access to immediate financing, the Debtors said their estates will
deteriorate at a rapid pace.

Since February 2009, the Debtors retained Lazard Freres & Company
LLC to explore potential sources of immediate liquidity.  Lazard
approached several potential lenders.  Initial discussions though
revealed that the Debtors had limited options for financing.
Upon analysis, the Debtors determined that the proposal from
Citibank was the most favorable.  Citibank is also the agent
under the Debtors' Prepetition Credit Facility.

Although the DIP Facility included a partial roll-up of the
Debtors' prepetition debt, it could be available without further
diligence by the Prepetition Lenders, M. Natasha Labovitz, Esq.,
at Kirkland & Ellis LLP, in New York, the Debtors' proposed
counsel, pointed out.  Subsequently, the Debtors and the DIP Agent
finalized a DIP Loan Agreement and commenced these Chapter 11
cases on the same day, March 18, 2009.

The salient terms of the Proposed DIP Facility are:

Borrower:         Chemtura Corporation

Guarantors:       All Debtors

DIP Agent:        Citibank, N.A.

Sole Lead
Arranger:         Citigroup Global Markets Inc.

Lenders:          Citibank and other lenders party

Committed
Facilities:       A $400 million senior secured superpriority
                   credit facility, which will consist of a term
                   facility and a rollup and a non-rollup
                   revolving credit facility.

Term:             The earlier of:

                   -- one year after the DIP Loan Effective Date,
                   -- effective date of a reorganization plan, or
                   -- termination of the DIP Loan commitments.

Use of Proceeds:  The Non-Rollup Revolving Credit Facility and
                   the Term Facility will be used to (i) :

                    -- refinance the Existing Receivables
                      Facility, and

                    -- pay costs and expenses in connection with
                       the refinancing and the Chapter 11 cases.

                   The Non-Rollup Revolving Credit Facility will
                   also be used to provide financing for working
                   capital, letters of credit, capital
                   expenditures and other general corporate
                   purposes of the Debtors.

                   The Term Facility will also be used to repay
                   or convert the Non-Rollup Revolving Credit
                   Advances previously made under the Interim
                   Order.

                   The Rollup Revolving Credit Facility will be
                   used to refinance the Debtors' prepetition
                   secured debt and for other general corporate
                   purposes.

Interest Rates:   Base Rate.  The higher of (a) 4% per annum and
                   (b) a fluctuating interest rate per annum
                   equal to the higher of (i) the rate of
                   interest announced publicly by Citibank in New
                   York, New York, from time to time, as
                   Citibank's base rate, and (ii) 1/2 of 1% per
                   annum above the Federal Funds Rate.

                   Eurodollar Rate.  The higher of (a) 3% per
                   annum and (b) the rate per annum obtained
                   by dividing the LIBOR rate by a percentage
                   equal to 100% minus the Eurodollar Rate
                   Reserve Percentage for that period.

Default Interest: On an Event of Default, the Debtors will pay
                   interest on the unpaid principal amount of
                   each Advance owing to each Lender, at a rate
                   per annum equal at all times.

Fees:             * Commitment Fees.  At 1.5% per annum on the
                     average daily unused portion of each of (a)
                     the Unused Non-Rollup Revolving Credit
                     Commitment and (b) the Unused Rollup
                     Revolving Credit Commitment.

                   * Initial Lender Fees.  At 3% of the Term
                     Facility, 3% of the Non-Rollup Revolving
                     Credit Facility and other fees as may be
                     agreed among the Loan Parties.

                   * Letter of Credit Fees.  At a rate equal to
                     each Lender's Pro Rata Share of the average
                     daily Available Amount per month of all
                     Rollup Letters of Credit and Non-Rollup
                     Letters of Credit outstanding.

                   * Exit Fees for Roll Up Revolving Credit
                     Lenders.  Equal to 2% of any amount of the
                     Rollup Revolving Credit Commitments so
                     reduced or terminated.

                   * Exit Fees for Term Lenders and Non-Rollup
                     Revolving Credit Lenders.  Equal to 3% of
                     any amount of Rollup Revolving Credit
                     Commitments so reduced or terminated.

Covenants:         The Debtors are required to maintain
                   consolidated EBITDA for each of these periods
                   of not less than the stated amounts:

                     Month Ending        Minimum EBITDA
                     ------------        --------------
                     March 2009           ($15,000,000)
                     April 2009            ($8,000,000)
                     May 2009               $3,000,000
                     June 2009             $30,000,000
                     July 2009             $53,000,000
                     August 2009           $77,000,000
                     September 2009        $93,000,000
                     October 2009         $107,000,000
                     November 2009        $125,000,000
                     December 2009        $150,000,000
                     January 2010         $171,000,000
                     February 2010        $193,000,000

                   Minimum Availability should also not be less
                   than $40 million on any business day after the
                   Final Term Advance Date.

DIP Liens:         The Debtors seek to grant these liens as
                   collateral securing all DIP Loan Obligations,
                   subject to the Carve-Out:

                   -- First priority liens on all Unencumbered
                      Property of the Debtors

                   -- Junior Liens on property of the Debtors
                      that are subject to valid and perfected
                      liens in existence on the Petition Date

                   -- Priming Liens on all of the Debtors'
                      property that presently secure the
                      Prepetition Secured Debt.

                   The DIP Collateral includes all property and
                   assets of the Debtors and their estates,
                   including all causes of action.  It does not,
                   however, include actions for preferences,
                   fraudulent conveyances, and other avoidance
                   power claims under Sections 544, 545, 547,
                   548, 550, and 553 of the Bankruptcy Code.

                   The DIP Liens are first priority and superior
                   to any security, interest or lien or claim to
                   the DIP Collateral, subject only to the
                   Carve-Out, certain permitted prior liens, and
                   liens expressly permitted under the DIP Loan
                   Documents.

                   The DIP Liens are senior in priority to any
                   and all adequate protection liens of the
                   Prepetition Lenders.

                   The DIP Obligations are also granted an
                   allowed administrative expense claim with
                   priority, subject and subordinate to the
                   Carve-Out, under sections 364(c)(1) and
                   507(b) of the Bankruptcy Code.

Carve Out:         Refers to:

                   -- all fees required to be paid to the
                      Clerk of the Bankruptcy Court and to the
                      U.S. Trustee under Section 1930(a) of the
                      Judiciary Procedures Code,

                   -- professional fees of the Debtors and the
                      Committee that are incurred prior to an
                      Event of Default, and

                   -- professional fees in an aggregate amount of
                      $8,000,000 incurred after the occurrence of
                      an Event of Default.

Events of Default:  Customary Events of Default, including the
                    failure of the Debtors to pay outstanding
                    debt as it comes due.

A full-text copy of the DIP Credit Agreement is available for
free at: http://bankrupt.com/misc/Chemtura_DIPCreditPact.pdf

                       Noteholders Reply

Certain holders of the 6.875% notes due 2016 issued by the
Debtors believe there may be one or more additional parties
interested in pursuing alternative DIP financing proposals other
than Citibank and its syndicate of lenders.  Those parties though
may have not had the time to perform due diligence to formulate
an offer, the Noteholders contended.  The Noteholders thus
asserted that:

  -- the Initial Lender Fees and Exit Fees should be fully
     disclosed and restructured in a way that does not make
     refinancing the DIP Facility prior to the Final Hearing
     expensive;

  -- an interim DIP Order should provide that nothing limits the
     ability of the Debtors to seek out or solicit alternative
     financing;

  -- the Existing Receivables Facility should be subject to
     review and challenge rights, and a creditors committee
     should be afforded a minimum of $400,000 to investigate the
     Prepetition Debt Facility; and

  -- any DIP order should clarify that to the extent a certain
     Debtor repays more of the DIP Facility than it borrowed,
     that Debtor is entitled to subrogate to the DIP Lenders'
     claims against the other Debtors.

Pursuant to the Interim DIP Order, the Court held that the Debtors
may use the proceeds of the initial borrowing under the DIP
Facility to indefeasibly repurchase any obligations under their
Existing Receivables Facility and pay all outstanding capital and
professional fees, costs and expenses with respect to the Existing
Receivables Facility, the Court ruled.  The repurchase will be
irrevocable and will not be subject to challenge.

The Court ruled that no more than $50,000 may be used by any
committee or any representative of the estate to investigate
claims or liens of the Lenders.

A full-text copy of the Interim DIP Order is available for free
at: http://bankrupt.com/misc/chemtura_IntrmDIPord.pdf

                       About Chemtura Corp.

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

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

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


CHEMTURA CORP: Taps Kirkland & Ellis as Bankruptcy Counsel
----------------------------------------------------------
Pursuant to Sections 327(a) and 330 of the Bankruptcy Code,
Chemtura Corp. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Kirkland & Ellis LLP as their attorneys, nunc pro tunc to
March 18.

The Debtors chose Kirkland & Ellis because the firm has become
familiar with their businesses and many of the potential legal
issues that are likely to arise in their Chapter 11 cases.

As attorneys to the Debtors, Kirkland & Ellis will:

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

  (b) advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (c) attend meetings and negotiate with representatives of the
      creditors and other parties-in-interest;

  (d) 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 the Debtors' interests in
      negotiations concerning all litigation in which the
      Debtors are involved, including objections to claims filed
      against the Debtors' estates;

  (e) prepare all pleadings, including motions, applications,
      answers, orders, reports and papers necessary or otherwise
      beneficial to the administration of the Debtors' estates;

  (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 Court and any appellate courts to
      represent the interests of the Debtors' estates before
      those courts;

  (i) consult with the Debtors regarding tax matters;

  (j) take any necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors and obtain
      approval of a Chapter 11 plan and all documents related
      to the Plan; and

  (k) perform all other necessary or otherwise beneficial legal
      services for the Debtors in connection with the
      prosecution of their Chapter 11 cases, including
      (i) analyzing the Debtors' leases and contracts and the
      assumptions, rejections or assignments, (ii) analyzing the
      validity of liens against the Debtors, and (iii) advising
      the Debtors on corporate and litigation matters.

The Debtors propose to pay Kirkland & Ellis for its services
based on the firm's current hourly rates:

           Professional               Hourly Rate
           ------------               -----------
           Partners                   $550 to $965
           Of Counsel                 $390 to $965
           Associates                 $320 to $660
           Paraprofessionals          $110 to $280

The Debtors anticipate that Richard M. Cieri, Natasha M. Labovitz
and Michael A. Cohen will have primary responsibility for
providing services for them in relation to the Kirkland & Ellis
engagement.

The Debtors also propose to reimburse Kirkland & Ellis for actual
and necessary expenses it incurred or will incur, including
postage, overnight mail, courier delivery, transportation,
overtime expenses, computer assisted legal research, photocopying
and meals.

According to the Debtors, they have paid approximately $2,400,000
as classic retainers to Kirkland & Ellis on these dates:

           Payment Date              Classic Retainer
           ------------              ----------------
           12/30/2008                    $100,000
           02/18/2009                   1,000,000
           03/11/2009                     400,000
           03/13/2009                     500,000
           03/16/2009                     400,000

Natasha M. Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
assures the Court that her firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.  She
maintains that her firm does not hold or represent an interest
adverse to the Debtors' estates, and has no connection to the
Debtors, their creditors or their related parties.

                       About Chemtura Corp.

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

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

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


CHRYSLER LLC: Gov't Ready to Give More Funding, Says WSJ
--------------------------------------------------------
Neil King Jr. and John D. Stoll at The Wall Street Journal report
that the U.S. government is prepared to lend the companies more
money, but the task force may not disperse new aid immediately,
choosing instead to preserve that as leverage.

WSJ relates that General Motors Corp. and Chrysler LLC have
requested $22 billion more in loans from the government, including
$9 billion for the second quarter.  According to WSJ, interviews
with the task force indicate that the administration doesn't want
to let GM and Chrysler slip into bankruptcy protection.  The team
will lay out a firm timeline for action, WSJ states.

Citing people familiar with the matter, WSJ says that the task
force met with officials from Chrysler and Fiat SpA on Wednesday
and indicated that it is still interested in seeing the two
companies form an alliance, as the firms have proposed.

According to WSJ, auto experts who met with the task force say
they've been struck by the group's focus on trying to determine
exactly when car sales will rebound.  "They are absolutely
concerned with the short-term, so it's hard to see them grasping
the medium or longer-term issues," WSJ quoted Massachusetts
Institute of Technology automotive expert Daniel Roos as saying.

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.


CLEMENTE AMBULANCE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Vindy.com reports that Clemente Ambulance Inc. said that it has
filed for Chapter 11 bankruptcy protection.

According to Vindy.com, the filing won't affect Clemente
Ambulance's daily operations in the Mahoning and Trumbull County
communities

Vindy.com quoted Clemente Ambulance CEO Eileen Clemente as saying,
"Unfortunately . . . factors beyond our control have created a
perfect storm -- a tough economy, rising fuel, liability, and
employee health insurance costs, and shrinking revenue have made
it difficult to support our debt.  Much of that shrinking revenue
is due to the current situation in which insurance companies are
reducing payments and many area residents simply don't have
insurance or the money to pay for services.  Those factors,
coupled with a debilitating and inequitable Bureau of Workers
Compensation structure in Ohio has forced us to reevaluate our
finances."

Clemente Funeral Home is not included in Clemente Ambulance's
Chapter 11 filing, Vindy.com relates.

Struthers-based, family-run Clemente Ambulance Inc. was built from
the ground up as Clemente Funeral Home and Ambulance Service in
1966.  The ambulance portion of the business runs eight
ambulances, five wheelchair vans, and has 65 full and part-time
employees.


COMPRESORES Y EQUIPOS: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Compresores y Equipos, Inc.
        P.O. Box 190085
        San Juan, PR 00919-0085

Bankruptcy Case No.: 09-02193

Type of Business: The Debtor rents construction and industrial
                  equipment.

                  See http://www.compresores.com/

Chapter 11 Petition Date: March 24, 2009

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  cacuprill@aol.com
                  Charles A. Curpill, PSC Law office
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Total Assets: $16,630,907

Total Debts: $26,092,632

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

The petition was signed by Jose T. De Armas Sardinas, president.


CONTINENTALAFA: Asks Court to Approve Private Sale of Property
--------------------------------------------------------------
ContinentalAFA Dispensing Company, et al., ask the U.S. Bankruptcy
Court for the Eastern District of Missouri for authority to sell
their real property located at 27 Guenther Blvd., St. Peters,
Missouri and certain personal property and equipment to Reckitt
Benckiser, Inc., free and clear of all liens and encumbrances.

Buyer will pay $4,250,000, less a sale commission of $114,000, for
a total sale price of $4,136,000 for the property.

The Debtors' most recent appraisal of the Property, conducted six
months ago, resulted in an appraised value of $5.1 million.
Considering the state of the commercial real estate market and the
carrying costs for the Property, the Debtors nevertheless believe
that the offer of the Buyer is fair.

Other than the liens granted to Harbinger Capital Partners Master
Fund I, Ltd. and Harbinger Capital Partners Special Situations
Fund, L.P., the Debtors say they are unaware of any other liens on
the property.  The Debtors anticipate that they will be able to
obtain the consent of Harbinger to the sale at or before the sale
hearing.

Pursuant to the sale terms, to protect the buyer for the time and
expense in pursuing the sale transaction, the Debtors have agreed
to pay the Buyer a break-up fee of $150,000, in the event the
property is sold to a third-party purchaser that makes a higher
and better offer.

                 About ContinentalAFA Dispensing

ContinentalAFA Dispensing Company, fka Indesco International, Inc.
-- http://www.continentalafa.com/-- headquartered in St. Peters,
Missouri, designs, manufactures and supplies high quality plastic
trigger sprayers and other liquid dispensing technologies and
systems for major consumer product companies and industrial
markets.  The Debtors currently have no business operations.

Continental AFA and its wholly owned subsidiaries, Continental
Sprayers International, Inc. and AFA Products, Inc., filed
separate voluntary Chapter 11 petition in the Eastern District of
Missouri United States Bankruptcy Court on Aug. 7, 2008 (Case No.
08-45921).  Judge Kathy A. Surratt-States oversees the case.

John J. Hall, Esq., Lawrence E. Parres, Esq., and Robert Scott
Moore, Esq., at Lewis, Rice & Fingersh, L.C., represent the Debtor
as counsel.  Daniel D. Doyle, Esq., and David Michael Brown, Esq.,
at Spencer Fane Britt & Browne LLP, represent the Official
Unsecured Creditors' Committee as counsel.  When they filed for
bankruptcy, the Debtors listed assets of $100,000,000 to
$500,000,000, and debts of $10,000,000 to $50,000,000.


DENNIS SPIELBAUER: Wants Schedules Filing Extended Until April 24
-----------------------------------------------------------------
Dennis S. Spielbauer asks the U.S. Bankruptcy Court for the
Northern District of California to extend until April 24, 2009,
the time within which it must file its schedules of assets and
liabilities and statement of financial affairs.

The Debtor relates that it was be unable to complete its schedules
because it still has to finish gathering the requested information
from all of its 22 properties.

The Debtor adds that the extension will give sufficient time to
assemble and complete the necessary schedules.

Headquartered in San Jose, California, Dennis S. Spielbauer dba
Royal Pacific Properties, Golden Gate Financial Management filed
for Chapter 11 protection on March 10, 2009, (Bankr. N.D. Calif.
Case No.: 09-51654) David A. Boone, Esq. represents the Debtor in
its restructuring efforts.  the Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million.


DIAL-A-MATTRESS: Sleepy's Will Acquire 1800mattress.com Assets
--------------------------------------------------------------
Sleepy's will acquire certain assets of Dial-A-Mattress Operating
Corp.'s 1800mattress.com and invest in the growth of the brand as
the nation's leading premiere telephone, Internet and chat
retailer of bedding and sleep products.  The companies plan to
complete the sale through Chapter 11 of the U.S. Bankruptcy Code
that will include a bidding process and ultimately a court ordered
sale.  1800mattress.com is first electing to convert a pending
involuntary Chapter 7 bankruptcy petition.

Sleepy's will provide debtor in possession financing that,
together with the company's existing cash flow, will enable
1800mattress.com to fulfill obligations associated with operating
its business, including payments to suppliers and other business
partners for goods delivered and services provided after the start
of the Chapter 11 process.  This financing is subject to
bankruptcy court approval.

1800mattress.com terminated discussions with other interested
parties earlier last week.

"For the past several months we have been exploring strategic
options that would make our business and brand stronger.  There
have been a number of individuals and investor groups interested
in the long-term opportunities of investing in our brand, and we
have determined that Sleepy's offered us the best opportunity to
recapitalize and move our business plan forward," said
1800mattress.com Chairperson and CEO Napoleon Barragan.

"There are tremendous business synergies we can leverage by
affiliating with Sleepy's.  This combination offers us the
opportunity to realign our capital structure and to pursue our
historic strengths in phone and internet sales," Mr. Barragan
added.  "Our call center, internet, chat and retail stores remain
open and it is business as usual for our company.  We have the
right assortment and depth of inventory to satisfy our customers'
needs and no one should see any disruption of service during this
process."

The Company's franchisees in New England, Connecticut,
Philadelphia, Central and Southern New Jersey, and Florida, are
separate companies which are not included in the bankruptcy
filing.

"1800mattress.com is a valuable brand poised for future growth,"
said Sleepy's COO Adam Blank.  "We look forward to working with
1800mattress.com vendors and employees to assure that customers
receive the same quality service and merchandise that have made
1800mattress.com so successful."

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

Founded in 1976, 1800mattress.com -- http://www.1800mattress.com-
- is the leading national multi-channel (internet, chat, call
center and showrooms) retailer of mattresses, box springs and
bedding products.  It features products by all major brands,
including custom sizes, sofa beds, Murphy beds, futons, and
adjustable and organic beds.

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. in the U.S. Bankruptcy Court for the Eastern District of New
York (Case No. 09-41966) on Tuesday.


DIAL-A-MATTRESS: Files Chapter 11 In Response to Involuntary Case
-----------------------------------------------------------------
1-800-Mattress Corp. and Dial-A-Mattress have filed voluntary
chapter 11 petitions days after three creditors sought to placed
the retailer in Chapter 7 liquidation.

Dial-A-Mattress also secured a contract of sale from fellow
mattress merchant Sleepy's.

The voluntary Chapter 11 petitions were filed March 23 before the
U.S. Bankruptcy Court for the Eastern District of New York.  The
company disclosed assets and debts of less than $50,000.

Leslie A. Berkoff, Esq., at Moritt Hock Hamroff & Horowitz LLP, in
Garden City, New York, represents the Company.

As reported by the Troubled Company Reporter, creditors filed an
involuntary Chapter 7 for Dial-A-Mattress Operating Corp. before
the U.S. Bankruptcy Court for the Eastern District of New York
(Case No. 09-41966) on March 17.

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

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

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

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

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

                     Franchisees Not Affected

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

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

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

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

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

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

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

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

                        Bankruptcy Petition

In their petition, the Debtors disclosed owing at least $100,000
to 12 creditors, including:

   * $1,199,126.54 owed to Sealy Inc.;
   * $913,002.94 owed to Serta Mattress Company;
   * $854,618.98 owed to SendTraffic.com;
   * $646,281.00 owed to NY Broadcast;
   * $504,858.00 owed to King Koil Northeast; and
   * $475,183.00 owed to Simmons Manufacturing Co.

A full-text copy of the Debtors' petition filed March 23, 2009, is
available at no charge at:

             http://bankrupt.com/misc/nyeb09-42201p.pdf

A full-text copy of the Debtors' 30 largest unsecured creditors is
available at no charge at:

             http://bankrupt.com/misc/nyeb09-42201c.pdf


E.W. SCRIPPS: Bill Seeks Nonprofit Status for Newspapers
--------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


EDISON MISSION: Moody's Reviews 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Edison Mission
Energy (EME: Ba3 Corporate Family Rating) and its subsidiary,
Midwest Generation Company, LLC under review for possible
downgrade.  Moody's also lowered the speculative grade liquidity
rating of EME to SGL-3 from SGL-2.

The review for possible downgrade reflects the recent disclosure
by parent company, Edison International (EIX: Baa2 senior
unsecured; stable outlook), that EME's earnings for 2009 would be
$240 million to $360 million lower than 2008 results of
$504 million due to margin compression caused by lower regional
power prices reflecting lower natural gas prices and higher
environmental related expenses.  The rating action also considers
the fact that EME is substantially unhedged for 2009 through 2011
thereby exposing the company's earnings and cash flow to ongoing
volatility and potentially greater margin compression.  Moody's
observes that the lower cash flow generation expected at EME comes
at a time when the company is in the middle of a substantial
capital investment program principally centered on new wind
investments.  As such, Moody's expects EME to be substantially
free cash negative particularly during 2009 when approximately
$942 million of capital expenditures are expected to be incurred.

The review at MWG is triggered by the close interrelationship that
exists between EME and MWG through the Powerton and Joliet sale
leaseback agreement and by MWG's dominant position as the primary
source of earnings and cash flow for EME.

The Ba2 secured rating and stable outlook at Homer City Funding
LLC, an EME affiliate, remains unchanged given Moody's belief that
senior rent service coverage will remain above 2.0x over the next
twelve months given the expected improvement in operating
performance at EME Homer City Generation as well as the existence
of various structural features in the financing which help to
provide some protection to senior lease debt in a declining
commodity price environment.  At 12/31/2008, the senior rent
service coverage was 2.05x.

The downgrade of EME's speculative grade rating to SGL-3 from SGL-
2 primarily reflects Moody's expectation for company to be
negative free cash flow over the next two years with 2009 negative
free cash flow potentially being more than $500 million.  EME
expects to fund this negative free cash flow principally from the
approximate $1.8 billion of cash on its balance sheet at FYE.  The
SGL-3 rating also considers the substantially drawn status on both
the EME $564 million revolving credit and the $500 million MWG
revolving credit, leaving approximately $81 million of combined
borrowing availability at 12/31/2008.  Both facilities do not
mature until June 2012 while EME's next bullet bond maturity does
not occur in June 2013.  Both credit facilities have financial
covenants which EME and MWG should be able to maintain over the
next twelve months.  The EME revolver requires that recourse debt
to total capitalization not exceed 75% and requires that interest
coverage (as defined in the credit agreement) be greater than
1.20x.  At December 31, 2008, EME's recourse debt to total
capitalization was slightly less than 60% and its interest
coverage ratio was 1.98x.  The MWG revolver requires debt to total
capitalization not exceed 60%.  At December 31, 2008, MWG's total
debt to total capitalization was 28%.  Moody's observes that cash
can be trapped at EME Homer City under the Homer City Funding
lease agreement if EME Homer City's coverage of senior debt
service is less than 1.7x.  To the extent that cash is trapped at
EME Homer City, covenant compliance under the EME revolver will
become tighter.  Moody's observes that many of the company's
assets are pledged to creditors limiting the near-term potential
for additional liquidity from asset sales.

The rating review will focus on the company's near-term cash flow
and earnings prospects, assess the ability of the company to
reduce its capital investment program, and consider the longer-
term environmental challenges and commitments that EME faces given
its large coal-fired generation platform.

The last rating action on EME and MWG occurred on October 19, 2007
when EME's ratings were affirmed and when MWG's secured lease
obligation bonds were upgraded to the current rating.

EME's and MWG's ratings were assigned by evaluating factors
believed to be relevant to its credit profile, such as i) the
business risk and competitive position of EME and MWG versus
others within its industry or sector, ii) the capital structure
and financial risk of EME and MWG, iii) the projected performance
of EME and MWG over the near to intermediate term, and iv) EME's
and MWG's history of achieving consistent operating performance
and meeting financial plan goals.  These attributes were compared
against other issuers both within and outside of EME's and MWG's
core peer group and EME's and MWG's ratings are believed to be
comparable to ratings assigned to other issuers of similar credit
risk.

Downgrades:

Issuer: Edison Mission Energy

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

On Review for Possible Downgrade:

Issuer: Edison Mission Energy

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3

-- Senior Unsecured Regular Bond/Debenture, Placed on Review
   for Possible Downgrade, currently B1

Issuer: Midwest Generation, LLC

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Baa3

  -- Senior Secured Pass-Through, Placed on Review for Possible
     Downgrade, currently Baa3

Outlook Actions:

Issuer: Edison Mission Energy

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Midwest Generation, LLC

  -- Outlook, Changed To Rating Under Review From Stable

Headquartered in Irvine, California, EME is an independent power
producer and an indirect wholly-owned subsidiary of EIX.  At
December 31, 2008, EME had an ownership or leased interests of
9,849 megawatts of electric capacity, of which MWG owned 5,766 MW
of base load and mid-merit coal-fired assets in the Midwest and
EME Homer City, had a leasehold interest in the Homer City
Generation Station, a 1,884 MW coal-fired base load plant in
Western Pennsylvania.


ESSAR STEEL: Weak Business Environment Cues Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service lowered Essar Steel Algoma Inc.'s
ratings and changed its outlook to negative from stable as the
ongoing weak business environment wears down the company's cash
flow and raises the potential for financial covenant non-
compliance under its term loan credit agreement in the September
2009 quarter.  Moody's believes that weak steel demand and a
further drop in prices have pushed Algoma's operating income to
below breakeven, and that its free cash flow could also turn
negative once cash captured by working capital reduction
concludes.  Unless there is a strengthening in steel market
fundamentals in the summer, Algoma may have to seek amendment to
its leverage and interest coverage covenants in its term loan
agreement.  Algoma's corporate family rating was lowered to Caa1
from B3, its senior unsecured rating was lowered to Caa2 from
Caa1, and its speculative grade liquidity rating was lowered to
SGL-4 from SGL-3.  However, the rating for the company's senior
secured term loan was affirmed at B3.

Throughout the first quarter of 2009, Moody's had been watching
for signs that the North American steel industry was beginning to
experience either higher demand -- and operating rates -- or
firming prices.  However, the weak operating rates of December
2008 and January 2009 have persisted and prices have weakened in
the last month.  Moody's believes that Algoma, due to the
commodity nature of its products, lack of vertical integration,
and relatively high costs, will struggle to be profitable in this
environment, although cash flow may be positive.

The Caa1 corporate family rating reflects Algoma's very high
leverage, single-site location, modest scale, and lack of control
over raw material prices.  It is dependent predominantly on
commodity grades of sheet steel, where it competes with much
larger and better-capitalized companies having relatively lower
retiree liabilities.  Moody's believes that the company has a high
degree of operating leverage, which makes it vulnerable to soft
demand and price declines.  The ratings positively reflect
Algoma's relatively low cost hot rolled steel making capabilities,
using its Direct Strip Production Complex, and parent company
Essar Global's commitment to Algoma.

The SGL-4 speculative grade liquidity rating, denoting weak
liquidity, reflects Moody's expectation of negative cash from
operations over the next 12 months and a fairly high probability
that financial covenants in its term loan will be pressured later
in 2009.  Algoma's cash flow in the first half of 2009 should be
adequate to cover all cash requirements but this depends to a
large degree on one-time inflows from working capital reduction.
If necessary to address liquidity and covenant tightness, Algoma
could sell its 50.1% interest in a cogeneration facility, most
likely to the affiliate company that owns the minority interest.
Currently, Algoma has modest borrowings under its US$425 million
asset-based revolving credit facility, availability of over C$250
million, and no material revolver covenants.  Furthermore, term
loan financial covenants are not limiting at this time, primarily
due to the very strong EBITDA generated in the June and September
2008 quarters (approximately C$462 million).  LTM EBITDA, as
defined in the term loan, needs to be around C$240 million to
ensure compliance with the agreement's leverage and interest
coverage tests.

These ratings were downgraded:

* corporate family rating -- to Caa1 from B3

* probability of default rating -- to Caa1 from B3

* 9.875% senior unsecured notes due 2015 -- to Caa2 (LGD5, 79%)
  from Caa1

* speculative grade liquidity rating -- to SGL-4 from SGL-3

This rating was affirmed:

* senior secured term loan facility due 2013 -- B3 (LGD3, 40%)

Moody's previous rating action for Algoma was on August 28, 2008,
when the company's speculative grade liquidity rating was raised
to SGL-3 from SGL-4.

Essar Steel Algoma Inc. is an integrated steel producer
headquartered in Sault Ste. Marie, Ontario.  Approximately 80% of
Algoma's sales are sheet products, with plate products accounting
for the balance.  Algoma's principal end markets are steel service
centers, the automotive industry, steel fabricators and
manufacturers.


EVERYTHING BUT WATER: Retains Donlin, Recano as Claims Agent
------------------------------------------------------------
Donlin, Recano and Company, Inc., will provide claims, noticing
and balloting services in the bankruptcy case of Everything But
Water LLC.  Everything But Water filed for Chapter 11 bankruptcy
protection in the United States Bankruptcy Court for the District
of Delaware.  An auction sale of the assets has been scheduled by
the Bankruptcy Court for April 27.

Everything But Water, which sells swimwear in 60 stores in 22
states in the U.S., has cited the current economic downturn which
has brought about a substantial reduction in sales.  Donlin Recano
will use Web-based technology to facilitate the essential data-
sharing process among debtors and creditors in this case.

"The ailing economy, deepening recession and lack of consumer
confidence have impacted the retail sector tremendously," said
Louis Recano, President of Donlin Recano.  "We will provide an
efficient administrative process to address and meet the needs of
Everything But Water."

Founded in 1984, Everything But Water sells upscale women's
swimwear by a variety of designers, including Betsey Johnson,
Gottex, Michael Kors and Becca, nationwide. The company's
management team is lead by its President, Sheila Arnold.

Filing for bankruptcy on February 25, the bankruptcy team will be
lead by Alan D. Halperin of Halperin Battaglia Raicht, LLP.  The
Everything But Water filing has allowed Donlin Recano to increase
its growing market share in the retail industry, following
previous assignments as the bankruptcy administration firm for
Friedman's Inc., Hancock Fabrics, Inc., and Lillian Vernon
Corporation.

                        About Donlin Recano

Donlin Recano is a claims management company that has served over
200 industries nationwide.  Working with counsel, turnaround
advisors and the affected company, Donlin Recano helps organize
and guide Chapter 11 clients through administrative bankruptcy
tasks, including provision of Web site-accessible information,
formation of professional call centers, management of claims,
balloting, distribution and other administrative services.

The company also provides similar services to creditor committees
of clients in an effort to comply with.

                        Everything But Water

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

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


EXCAVATION SPECIALISTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Excavation Specialists, Inc.
        21 Young Road
        Weaverville, NC 28787

Bankruptcy Case No.: 09-10283

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Fax: (828) 255-0305
                  Email: judyhj@bellsouth.net

Total Assets: $2,088,771.73

Total Debts: $1,421,486.73

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

          http://bankrupt.com/misc/ncwb09-10283.pdf

The petition was signed by George Daniel Bowman, President of the
company.


FAIRCHILD CORP: Gets Interim OK to Access $6.5MM DIP Financing
--------------------------------------------------------------
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, Fairchild
Corporation and its debtor-affiliates to obtain debtor in
possession revolving credit facilities in an interim amount up to
$6.5 million and on a final basis in an aggregate amount up to
$23 million.

The final hearing on the motion is scheduled for April 7, 2009, at
3:00 p.m. before this Court.  Objections are due 4:00 p.m. on
April 2, 2009 (Eastern Daylight Time.)

               Salient Terms of the PNC DIP Facility

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

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

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

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

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

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

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

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

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

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

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

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

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

The agreement contained certain events of default.

               The Phoenix Subordinated DIP Financing

Judge Sontchi has also authorized Banner/Holdings Debtors and
Fairchild Realty LLC to enter into a $4 million subordinated
financing with Phoenix Banner LLC.

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

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

                 About The Fairchild Corporation

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

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


FERTINITRO FINANCE: Moody's Gives Neg. Outlook on B3 Rated Bonds
----------------------------------------------------------------
Moody's Investors Service has revised the outlook on Fertinitro
Finance Inc.'s $250 million of senior secured bonds to negative.
The bonds are rated B3.  The negative outlook considers the
deteriorating outlook for the project's financial performance
resulting from a sharp drop in ammonia and urea prices.  Based on
current price forecasts, the project expects to draw its debt
service reserve account to less than half the minimum required
balance of six months' debt service in conjunction with its
October debt service payment.

The project is currently projected to have a $5.4 million
shortfall of cash flow available for debt service in twelve months
through October 2009.  This would result in a debt service
coverage ratio of 0.9x, down approximately 50% from 1.8x in
calendar year 2008.  Because of the cash flow shortfall together
with a projected increase in the project's operating reserve, the
balance in the debt service reserve is expected to fall to just
$16.8 million, less than half of the required minimum balance of
six months debt service or approximately $40 million.

The projected decline in coverage is a result of a sharp drop in
forecast prices for ammonia and urea, with the average annual
price per metric ton of ammonia expected to fall to $195 from $506
in 2008 and urea expected to fall to $248 from $416.  While both
ammonia and urea prices spiked in 2008, the forecast prices for
2009 are well below 2007 levels of $290 and $279 respectively.

The projected decline in coverage also reflects an increase in
budgeted capital expenditures to $25 million from $13 million in
2008.  This increased capex spending is intended to result in an
improvement in the project's operating performance, which has been
problematic the past two years.  The project has had a high degree
of outages during this period due to both intrinsic operating
difficulties and extrinsic events (primarily power outages), with
average capacity factors of 82 and 76% respectively, down from 88%
in 2006.  The 2009 budget assumes a capacity factor of 89%.  If
the project is unable to achieve this degree of improvement,
actual financial performance is likely to fall short of forecast,
all else being equal.

Moody's also notes that $24 million in payments from International
Petrochemical Sales Ltd, the marketing arm of Pequiven and one of
the project's two offtakers, were in arrears as of January 19 and
another $35 million in payments were made in Bolivars rather than
the required dollars.  However, the project reached an arrangement
with Pequiven and PDVSA Gas to net
$26.5 million in payments owed by the project to PDVSA gas against
the amounts due the project.  The remaining balance was paid by
IPSL and IPSL is reportedly current on amounts due since January
25.

The rating could face downward pressure if the project is forced
to rely on its debt service reserve fund as currently anticipated.
However, the outlook could be revised to stable if pricing and
financial performance significantly exceed current expectations -
Moody's notes that notwithstanding significant operating
difficulties, the project actually outperformed budget in 2007 and
2008 by a substantial margin, with debt service coverages at least
50 basis points better than forecast in both years, due to
stronger than expected pricing.  That said, the rating is unlikely
to be upgraded in the near to medium term given the significant
volatility of the commodity markets in which the project
participates along with the project's persistent operating
difficulties and risk of increased political interference.

The last rating action with respect to Fertinitro was on April 16,
2007 when Moody's confirmed the B3 rating and stable outlook

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

Fertinitro Finance Inc. is a financing vehicle incorporated in the
Cayman Islands, whose debt is secured by Fertilizantes
Nitrogenados de Venezuela, Fertinitro, C.E.C., a $1.1 billion
integrated fertilizer project located in Venezuela.  The project,
which was completed in 2001, consists of two ammonia and two
granular urea plants at the Jose Petrochemical Complex in Jose,
Venezuela.  The project monetizes surplus associated gas from oil
production in Venezuela, to be supplied by PDVSA Gas.  Production
capacity is approximately 1.4 million metric tons of urea and
1.3 million tons of ammonia annually, though approximately 67% of
the plant's ammonia output is used to produce urea.  Ammonia and
urea are primarily used as agricultural fertilizers.


FGIC CORPORATION: Moody's Downgrades Insurance Ratings to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from Caa1 the
insurance financial strength ratings of the main operating
subsidiaries of FGIC Corporation, including Financial Guaranty
Insurance Company and FGIC UK Limited.  At the same time, Moody's
affirmed the Ca ratings on FGIC's contingent capital securities,
Grand Central Capital Trusts I-VI, and the senior debt ratings of
the holding company, FGIC Corporation.  The rating action reflects
Moody's expectation of higher mortgage-related losses arising from
FGIC's insured portfolio, insufficient claims paying resources to
cover Moody's estimate of expected loss, and the constrained
liquidity and financial flexibility of the holding company.  The
outlook for the ratings is negative.

Moody's also announced that it will withdraw the ratings of FGIC
and FGIC Corporation for business reasons.

According to Moody's, the rating action is the result of FGIC's
substantial exposure to subprime mortgages and ABS CDOs, and
Moody's expectation for materially higher losses on these
exposures as reflected in continued adverse performance trends.
The rating agency currently estimates that the expected loss for
FGIC's insured portfolio now exceeds claims paying resources.  The
negative outlook reflects the possibility of even greater than
expected losses in extreme stress scenarios, with losses possibly
reaching sectors beyond mortgage related exposures as corporate
and other consumer credits face a more challenging economic
environment.

The Ca ratings on FGIC's contingent capital securities and on the
senior debt of the holding company reflect the subordination of
these securities to policyholder claims and the absence of
unrestricted dividend capacity at FGIC.  Moody's believes that
FGIC Corporation maintains sufficient liquidity to service its
debt obligations over the near term, although its longer term
ability to pay debt service will likely depend upon receiving
regulatory approval to upstream dividends from FGIC.  Moody's
considers this unlikely absent a marked improvement in FGIC's
regulatory capital and risk position.

                 Treatment Of Wrapped Securities

In light of the withdrawal of FGIC's insurance financial strength
ratings, Moody's ratings on securities that are guaranteed or
"wrapped" by FGIC will be maintained at a level equal to the
published underlying rating (and for structured securities, the
published or unpublished underlying rating).  Moody's ratings on
non-structured securities wrapped by FGIC for which there is no
published underlying rating either have been, or will be,
withdrawn.  Furthermore, for structured securities wrapped by
FGIC, if Moody's is unable to determine the underlying rating or
an issuer had requested that the guaranty constitute the sole
credit consideration, the rating on the security will be
withdrawn.  For further information please see Moody's special
comment entitled: Assignment of Wrapped Ratings When Financial
Guarantor Falls Below Investment Grade (May 6, 2008); and Moody's
November 10, 2008 announcement entitled: Moody's Modifies Approach
to Rating Structured Finance Securities Wrapped by Financial
Guarantors.

List Of Rating Actions

These ratings have been downgraded and will be withdrawn:

* Financial Guaranty Insurance Company -- insurance financial
  strength to Caa3 from Caa1; and

* FGIC UK Limited -- insurance financial strength to Caa3 from
  Caa1.

These ratings were affirmed and will be withdrawn:

* Grand Central Capital Trusts I-VI -- contingent capital
  securities at Ca; and

* FGIC Corporation -- senior unsecured debt at Ca.

The last rating action was on December 19, 2008 when the ratings
of FGIC were downgraded to Caa1 with a negative outlook.

                   Overview Of FGIC Corporation

FGIC Corporation is a holding company whose primary operating
subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK
Limited, provide credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.  FGIC Corporation is privately
owned by an investor group consisting of The PMI Group, GE, and
private equity firms Blackstone, Cypress and CIVC.


FHC HEALTH: Moody's Affirms Corporate Family Rating at 'B2'
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of FHC Health
Systems, Inc. including the B2 Corporate Family Rating and the B2
Probability of Default Rating.  The outlook is stable.

The affirmation of the ratings follows the loss of the state of
New Mexico managed behavioral health care contract, which will
expire on June 30, 2009.  ValueOptions has submitted a formal
protest of the state's decision to award the contract to another
company.  The loss of contracts over the last 12 months, notably
the New Mexico contract, is a negative development to the credit
profile of FHC.  However, there is no change to the ratings or
outlook because of the meaningful cushion at the B2 rating
category that FHC had due to its modest leverage and relatively
conservative financial profile, as well as the positive effect of
certain new contract wins.  Given the potential volatility in
FHC's business model, Moody's had factored the potential for
contract losses into its rating.  In order to maintain stability
at any given rating category Moody's will continue to require
better than average financial metrics from FHC due to the business
model risks.

The B2 Corporate Family Rating continues to reflect high revenue
concentration in its public sector division and contract renewal
risks.  The ratings are also constrained by the increasingly
competitive market space, which is expected to put downward
pressure on profitability margins.  The ratings are supported by
FHC's leading position in the behavioral managed care industry,
the expectation for continued adequate liquidity, and the trend in
the US to increasingly recognize the importance of proper mental
health services.  The ratings are also supported by leverage,
interest coverage and cash flow metrics that are currently very
strong for the rating category.  However, Moody's expects these
metrics may weaken going forward versus 2008 due to the loss of
EBITDA from the New Mexico contact and the winding down and/or re-
pricing of other contracts, somewhat offest by several cost
reduction initiatives already put in place by the company and the
release of excess cash from the New Mexico contract in 2010.

Ratings affirmed/LGD assessment revised:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $175 million senior first lien term loan due 2013, to B1
     (LGD3, 32%) from B1 (LGD3, 42%)

-- $89 million second lien term loan due 2014, to B3 (LGD5,
   77%) from B3 (LGD4, 64%)

The outlook is stable.

The last rating action was on October 31, 2007 when Moody's
confirmed the B2 CFR and assigned ratings to the new credit
facility.

FHC is one of the leading behavioral managed care providers in the
U.S. covering approximately 23 million lives.  Value Options, the
company's managed care subsidiary, provides services to the public
sector, employer groups, health plans, and federal agencies.
Headquartered in Norfolk, Virginia, FHC generated approximately
$1.1 billion in revenues for the fiscal year ended 2008.


FOAMEX INT'L: To Sell All Assets to MatlinPatterson for $105 Mil.
-----------------------------------------------------------------
Foamex International Inc., has signed an agreement to sell
substantially all of its assets to an affiliate of MatlinPatterson
Global Opportunities Partners III L.P.  Under the terms of the
proposed sale, MatlinPatterson will purchase Foamex's assets as a
going concern, assuming the ongoing obligations to Foamex's
customers and vendors and the continued employment of its
employees.

Pursuant to an asset purchase agreement, MatlinPatterson Global
Advisors LLC, through an affiliate, has agreed to pay $105
million, of which $78.4 million is a combination of cash and
Matlin's DIP claim, for Foamex's assets.  The Company will still
subject its business or all its assets to competitive bidding
through an auction.

Pursuant to the proposed bid protocol, parties will have a May 15
deadline to submit bids, and an auction will be conducted on May
19 if a qualified bid in addition to Matlin's is received.  The
Debtors will pay MatlinPatterson's affiliate MIP Foam LLC a
$2 million break-up fee and expense reimbursements in the event
the Debtor closes a transaction with another party.  The bid
protocol is scheduled for hearing on April 7, with objections due
April 2.  The hearing to consider approval of the sale to MIP Foam
LLC, or the winning bidder will be on May 21, with objections due
May 15.

A copy of the Bid Protocol is available at:

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

On March 18, 2009, the Bankruptcy Court granted final approval for
Foamex and certain of its affiliates to borrow up to $95 million
under their debtor-in-possession financing provided by Matlin and
Bank of America.

"Once the sale is approved, the Foamex businesses will emerge from
chapter 11 as a stable and competitive private company with a much
stronger balance sheet," said Jack Johnson, President and Chief
Executive Officer. "When the proposed transaction is completed,
Foamex will have a capital structure more suited to today's
challenging business environment, and we will be in a position to
build on the operating momentum and technological leadership we
have gained in recent years," he said.

                      About Foamex International

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

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

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

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


FRGR MANAGING: Section 341(a) Meeting Set for April 15 in New York
------------------------------------------------------------------
The U.S. Trustee for Region 2, will convene a meeting of creditors
in FRGR Managing Member LLC's Chapter 11 case on April 15, 2009,
at 4:00 p.m., at the Office of the United States Trustee, 80 Broad
Street, Fourth Floor, New York City.

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

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

Headquartered in New York City, FRGR Managing Member LLC filed for
Chapter 11 protection on March 9, 2009, (Bankr. Case No.: 09-
11061) Heidi J. Sorvino, Esq. at Smith, Gambrell & Russell, LLP
represents the Debtor in its restructuring efforts.  The Debtor
listed estimated assets of $100 million to $500 million and
estimated debts of $100 million to $500 million.


FRISBEE'S MARKET: Auction of Kittery Point Restaurant Set April 24
------------------------------------------------------------------
Frisbee's Market & Cap'n Simeon's Galley Restaurant at 86-88
Pepperell Road (Rt. 103), in Kittery Point, Maine will be sold at
a public auction on April 24, 2009, at 11:00 a.m.

For further infomation, please call Keenan Auction Company at
(207) 885-5100 or email to info@keenanauction.com

Based in Kittery Point, Maine, Frisbee's Supermarket, Inc. also
known as Frisbee's Market, filed for Chapter 11 relief on
March 5, 2008 (Bankr. D. Maine Case No. 08-20193).  James F.
Molleur, Esq., Tanya Sambatakos, Esq., at Molleur Law Office, in
Biddeford, Maine; and Matthew Howell, Esq., at York Law, LLC,
represented the Debtor as counsel.  Case was converted to
Chapter 7 on January 28, 2009.

Based in Kittery Point, Maine, Cap'n Simeon's Galley, Inc. filed
for Chapter 11 relief on April 1, 2008 (Bankr. Maine Case No.
08-20312).  James F. Molleur, Esq., and Tanyas Sambatakos, Esq.,
at Molleur Law Ofice, in Biddeford, maine represented the Debtor
as counsel.  Case was converted to Chapter 7 on January 28, 2009.


GALLERY TRADITIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Gallery Traditions Partners II, LLC
        31618-1 Railroad Canyon Rd.
        Canyon Lake, CA 92587

Bankruptcy Case No.: 09-14643

Type of Business: The Company is a Single Asset Real Estate
                  Debtor.

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Thomas B. Donovan

Debtor's Counsel: Marc S. Hines, Esq.
                  Hines Smith Carder
                  3080 Bristol St., Ste. 540
                  Costa Mesa, CA 92626
                  Tel: (714) 513-1122
                  Fax: (714) 513-1123

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

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

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Guaranty Bank, a                  Bank Loan      $7,490,883.53
Federal Savings Bank
445 S. Figueroa Street
31st Floor
Los Angeles, CA
90071
(213) 612-7800

The petition was signed by Richard Hauser, managing member of the
Company.


GANNETT CO: Bill Seeks Nonprofit Status for Newspapers
------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


GARDNER DENVER: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Gardner Denver Inc. by one notch to 'BB' from
'BB-'.  At the same time, S&P raised the rating on GDI's
$125 million senior subordinated notes due 2013 to 'BB' from 'BB-
'.  The recovery rating on this debt remains '4' indicating S&P's
expectation for average recovery (30%-50%) in the event of a
payment default.  The outlook is stable.

"The upgrade reflects Gardner Denver's consistent cash flow
generation profile and expected continued disciplined balance
sheet management, which should enable the company to maintain
credit protection measures and a liquidity position appropriate
for the 'BB' rating, despite weak demand in its key end markets,"
said Standard & Poor's credit analyst Gregoire Buet.

The rating on GDI reflects its somewhat aggressive financial
policies, and the cyclical and competitive nature of the
industrial equipment markets in which the company operates.
Several factors support the rating, including GDI's good market
position, its end-market and geographic diversity, its consistent
cash flow generation, and its track record of deleveraging after
completing debt-funded acquisitions.

Quincy, Illinois-based GDI manufactures compressor, vacuum, and
fluid transfer products.  While GDI serves a variety of end
markets and enjoys good geographic diversity, the industry it
competes in is cyclical and competitive.  Global industrial
production, manufacturing capacity usage, and GDP growth influence
demand for compressor and vacuum equipment.  Markets are generally
mature, although long-term growth prospects remain positive in
Asia.

S&P expects that Gardner Denver will maintain a credit profile
consistent with the 'BB' rating.  Credit measures are currently
somewhat stronger than S&P's expectations but earnings are under
some downside pressure.  S&P estimate that the company could
experience declines in pro forma revenues to about the low- to
mid-20% area and adjusted operating margins to the mid- to low-
teens area.  In this scenario, S&P believes that Gardner Denver
should be able to maintain an FFO to total debt ratio of 20%-25%,
while retaining some capacity for bolt-on acquisitions.  S&P could
consider a negative rating action if operating performance
deteriorates more than expected -- for instance, if revenues
decline by more than 25% and operating margins contract and remain
below 12% -- or if larger-than-anticipated debt-financed
acquisitions cause credit measures to weaken below 20% FFO to
total debt.  S&P believes further rating upside is currently
limited, but could occur if the company can show sustained
improvement in margins of its compressor and vacuum business and
exhibits financial policies consistent with a higher rating.


GATEWAY ETHANOL: Wants June 2 Extension Plan Filing Deadline
------------------------------------------------------------
Gateway Ethanol, LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to extend its exclusive period to file a plan
by an additional 60 days, or until June 2, 2009, and its exclusive
period to solicit acceptances of said plan to August 1, 2009.

Gateway Ethanol told the Court that it is requesting the extension
of its exclusive periods to give it sufficient time to close the
sale of its assets to Dougherty Funding LLC, and develop a Plan.
Gateway related that because the sale of its assets to Dougherty
has not yet closed, it would be premature for it to consider
developing a Plan, and would not serve the interests of the
Debtor, the estate, or creditors.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks. Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.

This is the Debtor's second request for extension of its exclusive
periods.  On February 26, 2009, the Court approved a 60-day
extension of its exclusive periods.  The current 120 exclusive
period to file a plan expires on April 3.


GENERAL MOTORS: Gov't Ready to Lend More Money, Says WSJ
--------------------------------------------------------
Neil King Jr. and John D. Stoll at The Wall Street Journal report
that the U.S. government is prepared to lend the companies more
money, but the task force may not disperse new aid immediately,
choosing instead to preserve that as leverage.

WSJ relates that General Motors Corp. and Chrysler LLC have
requested $22 billion more in loans from the government, including
$9 billion for the second quarter.  According to WSJ, interviews
with the task force indicate that the administration doesn't want
to let GM and Chrysler slip into bankruptcy protection.  The team
will lay out a firm timeline for action, WSJ states.

Citing people familiar with the matter, WSJ says that the task
force met with officials from Chrysler and Fiat SpA on Wednesday
and indicated that it is still interested in seeing the two
companies form an alliance, as the firms have proposed.

According to WSJ, auto experts who met with the task force say
they've been struck by the group's focus on trying to determine
exactly when car sales will rebound.  "They are absolutely
concerned with the short-term, so it's hard to see them grasping
the medium or longer-term issues," WSJ quoted Massachusetts
Institute of Technology automotive expert Daniel Roos as saying.

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.


GILL FAMILY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gill Family, LLC
        300 West 23rd Street
        Baltimore, MD 21211
        Tel: (209) 835-2470
        Fax: (209) 836-1420

Bankruptcy Case No.: 09-14597

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: David W. Cohen, Esq.
                  Law Office of David W. Cohen
                  1 N. Charles St., Ste. 350
                  Baltimore, MD 21201
                  Tel: (410) 837-6340
                  Email: dwcohen79@jhu.edu

Total Assets: $1,790,000

Total Debts: $1,602,500

The petition was signed by Sukhjeet Gill, a member of the company.

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

             http://bankrupt.com/misc/mdb09-14597.pdf


GLOBAL OUTREACH: Section 341(a) Meeting Slated for April 8 in NJ
----------------------------------------------------------------
The U.S. Trustee for Region 3, will convene a meeting of creditors
in Global Outreach, S.A.'s Chapter 11 case on April 8, 2009, at
10:00 a.m., at the Office of the US Trustee, Raymond Blvd., One
Newark Center, Suite 1401, 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 office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Morristown, New Jersey, Global Outreach, S.A. dba
Global Outreach, Sociedad Anonima filed for Chapter 11 protection
on March 12, 2009, (Bankr. Case No.: 09-15985) David Kasen, Esq.
at Kasen & Kasen represents the Debtor in its restructuring
efforts.  The Debtor listed estimated assets of $100 million to
$500 million and estimated debts of $50 million to $100 million.


GLOBAL REAL ESTATE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Global Real Estate and Development, LLC
        20253 Wadena Road
        Apple Valley, CA 92307

Bankruptcy Case No.: 09-14610

Chapter 11 Petition Date: March 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: Winfield S Payne, III, Esq.
                  Winfield Payne and Associates
                  4308 Lime St.
                  Riverside, CA 92501
                  Tel: (951) 276-9300
                  Fax: (951) 276-9301
                  Email: Wpaynelaw@aol.com

Total Assets: $2,750,220.00

Total Debts: $2,523,000.00

The Debtor's Largest Unsecured Creditor:

   Entity                  Nature of Claim           Claim Amount
   ------                  ---------------           ------------
Sky Mesa Home Owners       342 Acres of              Unknown
Assoc.                     undeveloped land,         (2,500,000.00
c/o Weldon L. Brown        APNs 430-030-001,         secured)
Company                    430-030-002, 430-         (2,375,000.00
5029 La Mart Drive         030-028, 430-130-         senior lien)
Ste. C                     001, and 430-160-
Riverside, CA 92507        004.

The petition was signed by Rao Daluvoy, M.D., Managing Member of
the company.


GRAPHIC PACKAGING: Fitch Affirms Issuer Default Rating at 'B'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and the
specific debt class ratings of Graphic Packaging Corporation:

  -- IDR at 'B';
  -- Senior secured revolver at 'BB-/RR2';
  -- Senior secured term loan at 'BB-/RR2;
  -- Senior unsecured bonds at 'B/RR4';
  -- Senior subordinated notes at 'CCC/RR6'.

Fitch has also revised the Rating Outlook to Negative from Stable.

GPK's sales of coated unbleached kraft and coated-recycled
boxboard will likely suffer this year by comparison to both 2008
and to projected sales which justified last March's merger with
Altivity Packaging, LLC.  GPK should be less affected than others
due to the concentration of its products sold into recession
resistant consumable markets, 'stay at home' food and beverage
packaging.  Nevertheless, GPK lost some 15% of its shipments in
moving from the third quarter of last year into the fourth
quarter, some portion of the loss attributable to seasonality and
a de-stocking of inventories.  Consumer buying habits in this
economy have changed, some in favor of GPK, but pricing pressure
put on GPK's customers by retailers will affect packaging sales,
both as contracts renew and as GPK's customers try to lower
packaging costs.  What impact this environment might have on GPK's
cash flow is uncertain but supportive of a Negative Outlook.

With deflating feedstock costs (recycled fiber, freight and some
chemicals), Fitch expects GPK's gross margins will improve at
least through the first quarter of 2009.  Longer term (and perhaps
sooner) contract prices would also adjust.  Cost synergies from
the merger with Altivity less the costs of obtaining those
synergies may not compensate for a potential loss of volumes sold,
and 2009's adjusted EBITDA (as calculated by GPK) could fall below
the $502 million of proforma EBITDA earned in 2008.  Over the
course of the year, if net debt/adjusted EBITDA is not reduced
below last year's 6.0 times (x) exit value, Fitch will consider
GPK a candidate for a ratings downgrade.

GPK is the largest producer of coated unbleached kraft paperboard
in North America and a leading manufacturer and supplier of
folding cartons and multi-pack beverage containers among other
paperboard containers for consumer products companies.


HARRY WHITE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Harry C. White Housemovers, Inc.
        2623 Brantley Road
        Pocomoke City, MD 21851

Bankruptcy Case No.: 09-14290

Chapter 11 Petition Date: March 15, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Ronald A. Wray, Esq.
                  Law Offices of Ronald A. Wray
                  P.O. Box 7804
                  Essex, MD 21221
                  Tel: (443) 695-7880
                  Fax: (410) 574-1183
                  Email: jurislaw5l@yahoo.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/mdb09-14290.pdf

The petition was signed by Harry C. White, President of the
company.


HATHAWAY LAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Hathaway Land & Cattle, Inc.
        P.O. Box 356
        Leoma, TN 38468

Bankruptcy Case No.: 09-02873

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Columbia)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $661,468.44

Total Debts: $1,800,481.86

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

          http://bankrupt.com/misc/tnmb09-02873.pdf

The petition was signed by Kevin Hathaway, president/secretary of
the Company.


HEARST CORP: Bill Seeks Nonprofit Status for Newspapers
-------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


HERTZ CORP: S&P Retains Negative Watch on 'BB-' Corporate Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Hertz
Corp., including the 'BB-' long-term corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed on Dec. 22, 2008.  The CreditWatch update follows reports
that indicate that Hertz had launched an amendment seeking
approval to purchase up to $500 million of its approximate
$1.4 billion outstanding term loan at market prices, which are
currently below par (around $70).

"The CreditWatch placement is based on the company's exposure to
the distressed U.S. auto manufacturers, and reduced demand in both
its global car rental and equipment rental operations," said
Standard & Poor's credit analyst Betsy Snyder.  "S&P will evaluate
the effect of these factors; as well as the potential repurchase
of the term loan-assuming approval of the amendment-on Hertz's
credit profile, to resolve the CreditWatch," the analyst
continued.

The distressed U.S. auto manufacturing industry had a significant
negative effect on the car rental industry in 2008.  Prices in the
used car market, in which the auto rental companies dispose of
their vehicles, had been depressed in the second half of 2008, but
have since recovered somewhat.  The lower prices reflect concerns
about the long-term viability of the U.S. auto manufacturers as
well as an oversupply of used cars in the marketplace due to
limited access to credit and the effect of the recession on
consumer spending plans.  This has resulted in losses on the sale
of vehicles, and higher depreciation expense for the car renters
(depreciation expense is increased to make up for the shortfall at
the time of the sale relative to the expected residual).  S&P
expects these trends to continue, albeit to a lesser extent,
through well into 2009 and could worsen if any of the auto
manufacturers were to restructure or liquidate.

Park Ridge, New Jersey-based Hertz is the largest global on-
airport car rental company.  HERC, its equipment rental company,
is also one of the major industry participants.

S&P will assess several factors to resolve the CreditWatch.  They
include Hertz's expected financial performance in the face of
reduced demand for its car and equipment rentals, higher
depreciation and interest expense in its car rental operations,
the effect from the distressed U.S. auto manufacturers, and
implications from a potential repurchase of term debt at a
discount to par value.


HIGHLAND CONTRACTORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Highland Contractors, LLC
        621 Willow Springs Lane
        York, PA 17406
        Tel: (717) 767-2605

Bankruptcy Case No.: 09-01925

Chapter 11 Petition Date: March 18, 2009

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

Judge: Mary D. France

Company Description: The debtor is engaged in sewer construction.

Debtor's Counsel: Lawrence G. Frank, Esq.
                  Thomas Long Niesen & Kennard
                  212 Locust Street, Suite 500
                  Harrisburg, PA 17101
                  Tel: (717) 234-7455
                  Fax: (717) 236-8278
                  Email: lawrencefrank@earthlink.net

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

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

The petition was signed by Jerome F. Kling, managing member of the
Company.

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


HOMELAND OFFICE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Homeland Office Furniture, Inc.
        51 Mill Street, Building E, Suite 19
        Hanover, MA 02339
        Tel: (781) 829-0397

Bankruptcy Case No.: 09-12225

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.com

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

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

The petition was signed by Thomas Pratt, vice president of the
company.

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


INDALEX HOLDING: Chap. 11 Filing Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Indalex Holding
Corp.  This action follows the March 20, 2009 announcement that
Indalex Holdings Finance, Inc and each of its four affiliated U.S.
entities filed voluntary petitions for Chapter 11 reorganization
in the U.S. Bankruptcy Court for the District of Delaware.
Moody's has withdrawn the ratings because the issuer has entered
bankruptcy.

These ratings were withdrawn:

  -- Probability of Default Rating of D
  -- Corporate Family Rating of Ca
  -- Second Priority Senior Secured Note Rating of C (LGD 5; 75%)
  -- Speculative Grade Liquidity rating of SGL-4
  -- Negative outlook

The last rating action was on March 5, 2009 when the probability
of default rating was lowered to D from Ca following the
expiration of a 30-day grace period on the company's $200 million
11.5% second priority senior secured notes.

Indalex Holding Corp., a wholly owned subsidiary of Indalex
Holdings Finance, Inc, through its operating subsidiaries Indalex
Inc. (U.S) and Indalex Limited (Canada) is an aluminum extruder
that was acquired in 2006 by Sun Capital Partners from Honeywell
International, Inc.  Residential housing and transportation are
the company's primary end markets.


INLET RETAIL: U.S. Trustee Set to Meet Creditors on April 30
------------------------------------------------------------
The U.S. Trustee for Region 4, will convene a meeting of creditors
in Inlet Retail Associates, LLC's Chapter 11 case on April 30,
2009, at 10:45 a.m., at King and Queen Building, 145 King Street,
Room 225, Charleston, South Carolina.

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

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

Headquartered in Irvine, California, Inlet Retail Associates, LLC
filed for Chapter 11 protection March 20, 2009, (Bankr. Case No.:
09-02083) Ivan N. Nossokoff, LLC represents the Debtor in its
restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


INTERNATIONAL SIGN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: International Sign & Design Corporation
        10821 Canal Street
        Largo, FL 33777
        dba International Sign & Design
        Tel: (727) 541-5573
        Fax: (727) 544-7745

Bankruptcy Case No.: 09-04953

Chapter 11 Petition Date: March 18, 2009

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

Judge: Michael G. Williamson

Company Description: The debtor manufactures plastic, electrical,
                     architectural & neon signs.
                     See http://www.intlsign.com

Debtor's Counsel: Chad S. Bowen, Esq.
                  Jennis & Bowen, P.L.
                  400 N Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  Email: ecf@jennisbowen.com

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

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

The petition was signed by Jay Kaminsky, chief restructuring
officer of the company.

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


ISTAR FINANCIAL: Fitch Affirms Issuer Default Rating at 'B-'
------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
the Issuer Default Rating and outstanding debt ratings of iStar
Financial Inc.:

  -- IDR at 'B-';
  -- Unsecured revolving credit facilities at 'B-/RR4';
  -- Senior unsecured notes at 'B-/RR4';
  -- Convertible senior floating-rate notes at 'B-/RR4';
  -- Preferred stock at 'CC/RR6'.

The Rating Outlook is Negative.  The rating action affects
approximately $8.3 billion of obligations.

The removal of iStar's ratings from Rating Watch Negative is based
on iStar's entry on March 16, 2009 into a $1 billion delayed draw
secured credit agreement with participating members of its
existing bank lending group.  This new financing provides iStar
with additional capital to improve the company's liquidity in
addressing near-term debt maturities and funding obligations to
iStar's existing borrowers, which Fitch noted as concerns in
placing iStar's ratings on Rating Watch Negative on March 3, 2009.
Offsetting the liquidity improvement is the subordination to which
iStar's unsecured creditors are now subject.  In addition to the
company entering into the $1 billion delayed draw secured credit
agreement, iStar entered into secured debt agreements with its
existing lenders totaling $2.65 billion, which, taken together,
encumber approximately $4.4 billion of iStar's assets.  These new
secured financings result in a smaller and lower-quality
unencumbered asset pool supporting unsecured creditors.

The assignment of a Negative Outlook reflects Fitch's concern that
challenging conditions in the commercial real estate debt capital
markets will continue to make it difficult for iStar's borrowers
to repay their loans on a timely basis, thus weakening iStar's
liquidity position.  While iStar's entry into the new
$1 billion secured credit agreement will provide the company with
capital to address a portion of capital uses during 2009, iStar
may need to rely on the resolution of non-performing loans and
asset sales to address 2009 debt maturities and funding
obligations.

A revision of the Negative Outlook to Stable would be driven by:

  -- The reduction in the level of non-accrual and watch list
     loans to less than 25% of the gross loan portfolio
     (currently 37%);

  -- iStar meeting future funding obligations and 2009-2010
     unsecured debt maturities via borrower loan repayments,
     resolution of non-performing loans and asset sales, as
     opposed to incurring additional debt.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of commercial real estate
nationwide.  iStar leverages its expertise in real estate, capital
markets, and corporate finance to serve real estate investors and
corporations with sophisticated financing requirements.  As of
Dec. 31, 2008, iStar had $15.8 billion of undepreciated assets and
$2.9 billion of undepreciated book equity.


JOURNAL REGISTER: Bill Seeks Nonprofit Status for Newspapers
------------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


KANSAS CITY SOUTHERN: S&P Cuts Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Kansas
City Southern, including lowering the long-term corporate credit
rating to 'B' from 'B+'.  All ratings on Kansas City Southern and
its subsidiaries have been placed on CreditWatch with negative
implications.

"The rating action reflects our concerns regarding the company's
liquidity position, and deteriorating earnings and cash flow,"
said Standard & Poor's credit analyst Anita Ogbara.  "Although S&P
expects the company to reduce its capital spending compared with
2008 levels, its liquidity position remains constrained due to the
timing of its expansion projects relative to cash flow."

Year-to-date 2009, total carload and intermodal unit volumes have
been weaker than expected, down 6% and 26% in the U.S. and Mexico,
respectively.  The Kansas City, Missouri-based freight railroad
previously announced several cost-reduction measures targeted at
reducing operating expenses and maintaining profitability.  Still,
for the duration of 2009, S&P expects further deterioration in
revenues and operating performance due to declining volumes and
high operating leverage, particularly in Mexico.  Given Kansas
City Southern's relatively limited scale and end-market diversity,
its earnings stability is somewhat weaker than its Class 1 peers.
The company's Mexican operations, which represented 44% of
consolidated revenues in 2008, have been hampered by weakness in
the automotive- and manufacturing-related sectors.

As of Dec. 31, 2008, funds from operations to debt (adjusted for
operating leases) was in the upper-teens percentage area (versus
8% in 2005), and adjusted debt to capital was in the mid-50% area
(compared with the low-60% area in 2005).  Debt levels are likely
to remain relatively unchanged because of ongoing investments in
infrastructure and equipment.  Given the weak economic environment
and meaningful volume declines, S&P expects operating performance
to be weaker in the near term.

S&P could lower the ratings further if Kansas City Southern is
unsuccessful in executing its recently announced $200 million bond
offering.  Alternatively, S&P would likely affirm the ratings with
a negative outlook upon the company's completion of a successful
bond offering.  Kansas City Southern has indicated its intent to
issue equity, which S&P would view as liquidity enhancing; if
successful, S&P will assess the impact on liquidity and S&P's
rating outlook.


L&D CONTRACTING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: L&D Contracting, Inc.
       4605 Pine Hollow Drive
        Wilmington, NC 28409

Bankruptcy Case No.: 09-02009

Chapter 11 Petition Date: March 13, 2009

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

Judge: J. Rich Leonard

Debtor's Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  Email: davidhaidt@embarqmail.com

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

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

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

          http://bankrupt.com/misc/nceb09-02009.pdf

The petition was signed by Donnie King, Sr., President of the
company.


LEHMAN BROTHERS: Luxembourg Unit to Hold General Meeting April 3
----------------------------------------------------------------
The Board of Directors of Lehman Brothers (Luxembourg) S.A. has
announced that an extraordinary general meeting of shareholders
will be held on Friday, April 3, 2009, at 9:00 a.m. at the
registered office 7, Val Ste Croix, L-1371 Luxembourg for the
purpose of considering and voting upon the following Agenda:

  1.  Dissolution and liquidation of the company;

  2.  Appointment of one or more liquidators;

  3.  Determination of the powers of the liquidators and
      determination of their remuneration;

  4.  Miscellaneous.

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LIGHTHOUSE TENNESSEE: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Lighthouse Tennessee, LLC
        dba Lighthouse Pointe on the Tennessee
        dba Lighthouse Pointe on Watts Bar Lake
        2117 Rocky Falls Court, NW
        Kennesaw, GA 30152

Bankruptcy Case No.: 09-67389

Chapter 11 Petition Date: March 23, 2009

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  pmarr@mindspring.com
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Mark Whitlock                  unsecured loan    $737,000
231 Morning Mist Way
Marietta, GA 30060

Pat McPherson                  unsecured loan    $310,000
1401 Walcutts Way
Marietta, GA 30060

James Kanelos                  unsecured loan    $300,000
2854 Marshstone Drive
Marietta, GA 30064

Loudon Utilities               account payable   $85,862

Red Clay Control Inc.          account payable   $42,821

Barge Waggoner Summer &        property;         $33,813
Cannon                         secured:
                               $12,000,000;
                               senior lien:
                               $4,763,682

Creative Energy                unsecured loans   $38,609

Steve Tingas                   unsecured loans   $33,187

Estelle Herron                 property tax      $29,051

Stephanie Putkonen             property tax      $18,036

Second Nature Services         account payable   $7,548

AAA Sign Crafters              account payable   $4,224

King & Yaklin LLP              account payable   $1,263

Goodson Grading                account payable   $1,200

TruGreen                       account payable   $1,202

Howarad & Howard               account payable   $600

S&ME Inc.                      account payable   $474

Mountain Lake Properties       account payable   $460

The petition was signed by Stephen, A Tingas, co-manager.


LIN TV: S&P Assigns Unsolicited 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to LIN TV Corp. on an unsolicited basis.

S&P also assigned to the subordinated debt of operating subsidiary
LIN Television Corp. an unsolicited issue-level rating of 'B-' (at
the same level as the 'B-' corporate credit rating on LIN TV) with
a recovery rating of '4', indicating S&P's expectation of average
(30% to 50%) recovery for debtholders in the event of a payment
default.  LIN had about $409 million of subordinated debt
outstanding as of March 12, 2009.

"The 'B-' corporate credit rating reflects financial risk from
high debt leverage (including LIN's 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," noted Standard & Poor's
credit analyst Deborah Kinzer.  "The company's competitive
positions in midsize TV markets, TV broadcasting's high margins,
and good discretionary cash flow potential minimally offset these
factors."

LIN's revenue and EBITDA declined by 4% and 46%, respectively, in
the fourth quarter of 2008 over the same period of 2007.  A 26%
drop in nonpolitical ad revenue more than offset the surge in
political ad revenue and a doubling of digital revenue year over
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 includes with operating expenses.
LIN's EBITDA margin declined to 28% in 2008 from 31% in 2007
because of the revenue declines and these added costs.  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, before contingent joint-venture
obligations, improved slightly, to 6.5x as of year-end 2008 from
6.6x as of year-end 2007, because debt reduction more than 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 LIN's joint venture with NBC in determining
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.

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer's management.
Standard & Poor's has used information from sources believed to be
reliable, but does not guarantee the accuracy, adequacy, or
completeness of any information used.


LODGEBUILDER INC: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lodgebuilder Inc.
        P.O. Box 8000-191
        Mesquite, UT 84024

Bankruptcy Case No.: 09-14103

Chapter 11 Petition Date: March 23, 2009

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Terry L. Hutchinson, Esq.
                  tlh@infowest.com
                  450 Hillside Dr., # 104
                  Mesquite, NV 89027
                  Tel: (702) 345-5115

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fort Defiance House            Judgment on       $18,500,883
Corporation, Inc.              appeal
c/o Mesch, Clark &
Ropthschild, P.C.
250 North Meyer Ave.
Tucson, AZ 85701

General Electric                                 $21,404
611 Sierra Rose Drive
Reno, NV 89511

IRS                                              $19,247
Attn: Bankruptcy Dept.
4750 W. Oakley
Las Vegas, NV 89111

Carmichael and Powell                            $9,000

LaMere INC                                       $6,000

State of New Mexico Taxation                     $1,347
Dept

David Jordan                                     $1,205

Pro Glass and Paint                              $880

State of New Mexico Workers                      $691
Comp

State of Nevada Dept of                          $149
Taxation

Federal Express                                  $75

State of Nevada Employment                       $44
Security

The petition was signed by Bill Aubrey, president.


M & R CAR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: M & R Car Wash Properties, Inc.
       17644 Ventura Blvd.
        Encino, CA 91316
        Tel: (818)692-4040

Bankruptcy Case No.: 09-12755

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
107 Zelzah, Inc.                                   09-10566

Chapter 11 Petition Date: March 12, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Richard Shuben, Esq.
                  7041 Owensmouth Ave., Ste. 102
                  Canoga Park, CA 91303
                  Tel: (818) 883-9473
                  Email: richardshuben@hotmail.com

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 Reza Safaie, president of the Company.


MANALAPAN RETAIL: Section 341(a) Meeting Set For April 16 in N.J.
-----------------------------------------------------------------
The U.S. Trustee for Region 3, will convene a meeting of creditors
in Manalapan Retail Realty Partners, LLC's Chapter 11 case on
April 16, 2009, at 11:00 a.m., at Clarkson S. Fisher Federal
Courthouse, 402 East State Street, Room 129, Trenton, 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 office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Millstone Township, New Jersey, Manalapan Retail
Realty Partners, LLC filed for Chapter 11 protection on March 10,
2009, (Bankr. Case No.: 09-15765)  Jay L. Lubetkin, Esq. at
Rabinowitz Lubetkin & Tully, L.L.C. represents the Debtor in its
restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


MAPLEWOOD RIO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Maplewood Rio Investments, LLC
        541 South Sunwood Circle
        Mesa, AZ 85204

Bankruptcy Case No.: 09- 05433

Type of Business: The Debtor operates an investment company.

Chapter 11 Petition Date: March 24, 2009

Court: District of Arizona (Phoenix)

Debtor's Counsel: J. Kent MacKinlay, Esq.
                  kent@mackinlaylawoffice.com
                  Warnock, Mackinlay & Carman, PLLC
                  1019 S. Stapley Dr.
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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

The petition was signed by Dahl Willis, manager.


MEADOWBROOK FARMS: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
David Mercer at The Associated Press reports that Meadowbrook
Farms has filed for Chapter 7 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of Illinois.

Court documents state that Meadowbrook Farms listed $28.4 million
in assets and $44 million in debts.

As reported by the Troubled Company Reporter on March 11, 2009,
Meadowbrook Farms estimated it owed farmers more than $5 million
in February 2009.  Hog farmer Bob Johnson said that there was
little hope that Meadowbrook Farms could find an investor or
lender to bail it out.  Meadowbrook Farms laid off the 600 workers
in its Rantoul processing plant in December 2008.  Meadowbrook
Farms' bank and the U.S. Department of Agriculture denied requests
for a loan or other help.  Meadowbrook Farms collapsed mainly due
to a deal with Triad Foods, Mr. Johnson, Meadowbrook Farms CEO
Richard Klene, and other cooperative officials said.

The AP relates that about 110 farmers who supplied Meadowbrook
said that they expect to lose the thousands of dollars they paid
to become part of Meadowbrook Farm.

Belleville-based Meadowbrook Farms is a hog-farming cooperative
that opened in 2002.  Meadowbrook Farms has more than 100 members
and hog suppliers.


MICHAEL CLOVER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael P. Clover
        13003 205th Street
        Jim Falls, WI 54748
        fdba Clover Real Estate

Bankruptcy Case No.: 09-11613

Chapter 11 Petition Date: March 18, 2009

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

Judge: Thomas S. Utschig

Debtor's Counsel: Mart W. Swenson, Esq.
                  118 E. Grand Avenue
                  P.O. Box 185
                  Eau Claire, WI 54702
                  Tel: (715) 835-7779
                  Email: martswenson@ameritech.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/wiwb09-11613.pdf


MITCHELL JAY STEIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mitchell Jay Stein
        21218 St. Andrews Blvd., #637
        Boca Raton, FL 33433
        Tel: (818) 712-2163

Bankruptcy Case No.: 09-14345

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Joey M Grant, Esq.
                  Padula & Grant, PLLC
                  365 E. Palmetto Park Rd.
                  Boca Raton, FL 33432
                  Tel: (561) 544-8900
                  Email: grant@padulagrant.com

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

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

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

The petition was signed by Jay Stein.


MOMENTIVE PERFORMANCE: Weak Q4 Results Cue Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service lowered Momentive Performance Materials
Inc.'s Corporate Family Rating and Probability of Default Rating
to Caa1 from B3, and lowered the company's outstanding debt
ratings (see below).  These actions follow the company's weak
fourth quarter results and management's forecast for further
weakness in the company's first quarter financial performance.
The outlook for the company's ratings is negative.

The downgrade to a Caa1 CFR reflects Moody's expectations that the
difficult market conditions faced by the company in many of its
key end markets (e.g., residential housing, construction,
automotive, electronics) and the global economic slowdown will
continue to result in depressed sales volumes and profitability
for Momentive into 2010.  Lower volumes are the greatest concern.
Current demand levels (down 20-40% across its businesses) will not
support the existing debt burden.  Without a rebound in volumes,
Momentive's secured leverage would likely rise above the 4.25x
level by the second or third quarter.  The volume concern trumps
any positive impact that lower raw material and energy prices
should have on the cost of goods sold and working capital
requirements later in 2009.

The negative outlook reflects expectations that the ratings could
come under further pressure if volumes remain weak throughout much
of 2009 or if Momentive's private equity sponsors (an affiliate of
Apollo Management) decides to undertake a distressed exchange to
reduce the company's outstanding indebtedness.  In many distressed
exchanges, the company offers to exchange a reduced amount of
second lien debt for the outstanding unsecured and subordinated
debt.  The face value of the new second lien notes will likely be
higher than the current trading price of the debt, but
significantly below par value.

The Speculative Grade Liquidity Rating was lowered to SGL-3 from
SGL-2 due to the significant increase in borrowings under the
revolving credit facility.  Balance sheet cash less revolver
borrowings is roughly $100 million.  Moody's believes that
Momentive's financial performance could cause its senior leverage
ratio to rise above 4.25x, the financial covenant in the revolver.
However, Momentive's sponsor has an equity cure option, limited to
any three of the prior four quarters included in the covenant
calculation.  Each dollar of equity adds one dollar to EBITDA.
Due to the equity cure option, Moody's believe that Momentive will
not need to approach its lenders to relax the financial covenants
until 2010.  The potential default of Momentive's Chinese
subsidiary on a $60 million bank loan should not be a credit event
as the loan is non-recourse to Momentive and will not trigger a
cross default under its existing credit facilities.  However,
Momentive needs to resolve this issue to support its long term
growth in China.

Ratings downgraded:

Momentive Performance Materials Inc.

* Corporate Family Rating -- Caa1 from B3

* Probability of Default Rating -- Caa1 from B3

* $300 million 6-year Senior Secured Revolving Credit Facility
  due Dec 2012 -- B1 (LGD2, 13%) from Ba3 (LGD2, 13%)

* $1,062 million 7-year Senior Secured Term Loan due Dec 2013 --
  B1 (LGD2, 13%) from Ba3 (LGD2, 13%)

* $1,451 million Senior Unsecured Notes (combination of US$, Euro
  and Toggle notes) due 2014 -- Caa2 (LGD4, 59%) from B3 (LGD4,
  57%)

* $500 million Senior Subordinated Notes due 2016 -- Caa3 (LGD5,
  88%) from Caa2 (LGD5, 86%)

* Speculative Grade Liquidity Rating to SGL-3 from SGL-2

Moody's last rating action for Momentive was on November 20, 2006,
when Moody's rated Momentive for the first time and assigned a B3
CFR.

Momentive Performance Materials Inc. (previously GE Advanced
Materials), headquartered in Albany, New York, is the second
largest producer of silicones and silicone derivatives worldwide.
The company has two divisions: silicones (which accounted for 90%
of revenues in 2008) and quartz.  Revenues were $2.6 billion for
fiscal year ended December 31, 2008.  An affiliate of Apollo
Management is the company's majority owner.


MTI GLOBAL: Seeks Covenant Relief From Lenders
----------------------------------------------
MTI Global Inc. reports that it is in breach of financial and
general covenants with its lenders.  In particular, the Company
did not achieve its December 31, 2008 earnings before interest,
taxes and depreciation, fixed charge coverage and funded debt to
earnings before interest, taxes and depreciation covenants.
Furthermore, the Company is in breach of certain general covenants
it was obligated to satisfy pursuant to waiver agreements entered
into by the Company with its lenders based on its June 30, 2008
and subsequent interim monthly results.

The Company entered into a new agreement with its bank in June
2008. Under the terms of the new agreement, similar financial and
general covenants and more restrictive reporting requirements have
been placed on the Company.  The Company signed a waiver of its
second quarter breach of financial and general covenants with its
lenders on August 15, 2008.  Under the terms of the waiver, the
Company agreed to additional general covenants and to amend the
pricing of the warrants issued in connection with the June 3, 2008
financing.  The Company signed an amended waiver on October 21,
2008, that included amendments to the general covenants in the
original waiver.

According to MTI Global, the covenant violations provide the
lenders with the right to demand repayment of its indebtedness.
The Company is in continuing discussions with the lenders to
obtain a waiver of the breaches.

Earlier this week, MTI Global reported financial results for the
three months and year ended December 31, 2008.  Revenue for the
three months ended December 31, 2008 was C$18.0 million
representing an increase of 13.9% over 2007.   The net loss for
the fourth quarter of fiscal 2008 was C$6.1 million compared to a
loss of C$5.2 million for the same period in 2007.

Revenue for the year ended December 31, 2008, was C$71.2 million,
an increase of approximately 11.9% compared to revenues of C$63.6
million for the year ended December 31, 2007.  Revenue in 2008
includes an increase of approximately C$870,000 due to the impact
of currency fluctuations.  The net loss for the year ended
December 31, 2008 was C$18.1 million compared to a net loss of
C$8.1 million compared to last year.

As at December 31, 2008, the Company had working capital of
C$1.1 million, including cash and cash equivalents, plus
restricted cash totaling C$800,000, compared with C$5.8 million at
December 31, 2007.  Despite an increase in current assets through
revenue growth, working capital has decreased due to an increase
in bank indebtedness, and accounts payable used to finance
operations and subordinated debt.

The Company has a demand line of credit, with a maximum of
C$6.0 million.  The demand line of credit is subject to working
capital limits, bearing interest at the Bank's prime rate plus
2.00%.  The effective rate at December 31, 2008 was 5.50%.  As
part of the Bank's facility agreement for the demand line of
credit, certain subsidiaries of the Company have provided a
general security agreement and collateral security over
substantially all assets of its Polyfab and N.A. Silicone units.
The amount of bank indebtedness outstanding at December 31, 2008,
was C$5.9 million compared with C$6.0 million at December 31,
2007.

                         About MTI Global

MTI Global Inc. (CA:MTI) -- http://www.mtiglobalinc.com/--
designs, develops and manufactures custom-engineered products
using silicone and other cellular materials.  The Company serves a
variety of specialty markets focused on three main product
categories: Silicone, Aerospace and Fabricated Products.  MTI
Global's manufacturing divisions develop and produce silicone foam
using patented technology.  The Company designs and fabricates
energy management systems from a variety of flexible, cellular
materials.  MTI Global also produces and distributes specialty
silicone elastomer products.  MTI Global's primary markets are
aerospace and mass transit.  Secondary markets include sporting
goods, automotive, industrial, institutional, electronics, and the
medical market through a 51% interest in MTI Sterne SARL of
Cavaillon, France.  MTI Global's head office and Canadian
manufacturing operations are located in Mississauga, Ontario, with
international manufacturing operations located in Richmond
Virginia; Pensacola, Florida; Bremen, Germany; and a contract
manufacturer venture in Ensenada, Mexico.  The Company also has
sales operations in England and Sweden, and an engineering support
centre in Brazil.


MTI GLOBAL: To Focus on Aerospace Program; Divest Other Assets
--------------------------------------------------------------
MTI Global Inc. and certain of its subsidiaries have entered into
a binding asset purchase and sale agreement with Connecticut-based
Rogers Corporation to sell the majority of the assets of Leewood
and the N.A. Silicone Richmond, Virginia plant.  The purchase
price is US$7.4 million.  Closing of the transaction, which is
expected to occur within 30 days, remains subject to a number of
customary conditions.

MTI Global's President and Chief Executive Officer, Bill Neill,
commented, "This sale was a very difficult decision to make, but
it is absolutely the right one for the Company.  In the face of
continuing economic challenges, MTI's management and Board are
committed to reducing the Company's debt obligations and stem
ongoing losses. This sale will generate capital to reduce debt and
allow the Company to re-focus on its primary business."

Mr. Neill added, "In addition, the Company intends to divest
itself of the remaining silicone assets in Milton, Florida and
Cavaillon, France (Sterne) when an appropriate opportunity
presents itself.  We will be judicious in seeking the right buyer
at the right price at the right time.  Meanwhile, we will continue
to manage those divisions efficiently and appropriately.  In time,
this planned further disposition of assets will ensure a complete
and orderly exit from the silicone business.  Going forward MTI
Global will focus on Aerospace as its core line of business, which
has excellent future growth prospects."

MTI Global intends to focus on the aerospace market in 2009.  The
2009 outlook, the Company says, is predicated on the successful
closing of the transaction to sell the majority of the assets of
Leewood and the N.A. Silicone Richmond, Virginia plant.  The
disposition of these assets will allow MTI Global to reduce its
debt obligations and improve the health of the Company's balance
sheet.

The Company intends to sell its remaining silicone assets in
Milton, Florida and Cavaillon, France (Sterne) when an appropriate
opportunity presents itself.  As the Company pursues this goal,
the remaining N.A. Silicone operations at Milton will be run as
efficiently as possible with cost cutting measures introduced in
early 2009.  At Sterne, management expects sales to continue to
grow in 2009 and the division to remain profitable.  The Company
has outsourced its Aerospace manufacturing operations to Mexico.

The focus of the Company will be to strengthen its balance sheet
and return ongoing operations to full profitability.  To
strengthen the Company's balance sheet, address its liquidity
requirements and the requirements of its lenders and to realize on
its restructuring investments, the Company continues to consider
and evaluate on an ongoing basis, all alternatives available to
it.  These alternatives include, without limitation, seeking
additional sources of debt and equity financing, identifying and
pursuing strategic partnerships, the disposition of certain non-
core assets and other value enhancing transactions.  However,
there can be no assurance that such efforts will result in the
Company pursuing any such alternative or, if pursued, there can be
no assurance any such alternative will be successfully completed
and implemented.

The Company says it remains cautiously optimistic that it will
report improving results into 2009.  In view of the Canadian
dollar value against the U.S. dollar, the Company is increasingly
confident about achieving improved results with all of its
aerospace programs relocated to Mexico.

                         About MTI Global

MTI Global Inc. (CA:MTI) -- http://www.mtiglobalinc.com/--
designs, develops and manufactures custom-engineered products
using silicone and other cellular materials.  The Company serves a
variety of specialty markets focused on three main product
categories: Silicone, Aerospace and Fabricated Products.  MTI
Global's manufacturing divisions develop and produce silicone foam
using patented technology.  The Company designs and fabricates
energy management systems from a variety of flexible, cellular
materials.  MTI Global also produces and distributes specialty
silicone elastomer products.  MTI Global's primary markets are
aerospace and mass transit.  Secondary markets include sporting
goods, automotive, industrial, institutional, electronics, and the
medical market through a 51% interest in MTI Sterne SARL of
Cavaillon, France.  MTI Global's head office and Canadian
manufacturing operations are located in Mississauga, Ontario, with
international manufacturing operations located in Richmond
Virginia; Pensacola, Florida; Bremen, Germany; and a contract
manufacturer venture in Ensenada, Mexico.  The Company also has
sales operations in England and Sweden, and an engineering support
centre in Brazil.


N-ROUTE LLC.: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: N-Route, LLC
        1300 S. Litchfield Rd., #8
        Good Year, AZ 85338

Bankruptcy Case No.: 09-04668

Chapter 11 Petition Date: March 13, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Dean William O'Connor, Esq.
                  Sallquist, Drummond & O'Connor PC
                  1430 E. Missouri Ave., #B-125
                  Phoenix, AZ 85014
                  Tel: (602) 224-9222
                  Fax: (602) 224-9366
                  Email: dean@sd-law.com

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

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

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

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


NEIL MCHUGH : Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Neil F. McHugh
        8340 N. Thornydale Rd., Ste. 110-405
        Tucson, AZ 85741

Bankruptcy Case No.: 09-04619

Chapter 11 Petition Date: March 13, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Alan R. Solot, Esq.
                  Tilton & Solot
                  459 N. Granada Ave.
                  Tucson, AZ 85701
                  Tel: (520) 622-4622
                  Fax: (520) 882-9861
                  Email: arsolot@tiltonandsolot.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/azb09-04619.pdf

The petition was signed by F. McHugh.


NEXEN INC: Moody's Downgrades Subordinated Rating to 'Ba1'
----------------------------------------------------------
Moody's Investors Service lowered Nexen Inc.'s senior unsecured
rating to Baa3 and subordinated rating to Ba1, concluding a review
for possible downgrade that was initiated on December 17, 2008.
The downgrade reflects Nexen's high debt level, continued high
leverage relative to production and proved reserves, ongoing
challenges in meeting production goals that have constrained
anticipated cash flow generation and hindered improvement in
leverage metrics, and high finding and development costs due to
lumpy reserves additions.  The Baa3 rating more appropriately
reflects Nexen's current and anticipated leverage, size, cost
base, and growth profile.  The rating outlook is stable.

Nexen's extensive capital investments and increased debt levels
have not led to commensurate growth in production and proved
reserves over the past three years.  Since 2005 Nexen's debt load
has grown by 79% as the company spent approximately $9.9 billion
to add reserves and new production, while production rose by only
22% and proved reserves by 40%, resulting in weak leverage metrics
not comparable to those of Baa2 rated companies.

Given the current downturn in oil prices, and Nexen's 2009 capex
budget of up to $2.8 billion, Moody's believe the company will
generate negative free cash flow this year.  Additionally, with
the 15% incremental interest in Long Lake, Nexen's share of future
development costs has increased significantly.

Nexen has consistently underperformed its production goals over
the past few years and, with the ongoing start-up issues at Long
Lake, the company may not attain its desired level of synthetic
crude oil production over the next 12 to 18 months.  In addition,
Nexen's organic reserves replacement has been inconsistent, and is
likely to continue to be subject to, among other effects, time
lags associated with reserves bookings and long-cycle projects.
Consequently, the company will likely continue to have elevated
finding and development costs for the rating category.

The stable outlook assumes that Nexen will bring Long Lake Phase
I, Ettrick, and Longhorn to production within currently
anticipated timeframes and budgets, leading to increased
production, earnings and cash flow.

Downgrades:

Issuer: Nexen Inc.

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
     (P)Baa3 from a range of (P)Ba1 to (P)Baa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa2

  -- Senior Unsecured Shelf, Downgraded to (P)Baa3 from (P)Baa2

Outlook Actions:

Issuer: Nexen Inc.

  -- Outlook, Changed To Stable From Rating Under Review


Moody's last rating action on Nexen was to place the ratings under
review for possible downgrade on December 17, 2008.

Nexen Inc. is a Calgary, Alberta based oil & gas exploration and
production company that at the end of 2008 had 926 million barrels
of oil equivalent net proved reserves (85% oil and 67% developed).


PACIFIC ENERGY: Sec. 341(a) Meeting Set for April 7
---------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will convene a meeting of Pacific Energy Resources Ltd.
and its debtor-affiliates' creditors on April 7, 2009, at 2:00
p.m., at the J. Caleb Boggs Federal Courthouse, 844 King Street,
5th Floor, Room 5209, in Wilmington, Delaware.

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

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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 Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engage in the acquisition and
development of oil and gas properties, primarily in the United
States.  The company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq.,
Laura Davis Jones, Esq., and Scotta Edelen McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Debtors in their
restructuring efforts.  The Debtors proposed Rutan & Tucker LLP as
their corporate counsel; Schully, Roberts, Slattery & Marino as
special oil and gas counsel; Devlin Jensen as Canadian counsel;
Zolfo Cooper as financial advisor; Lazard Freres & Co. LLC and
Albrecht & Associates Inc. as investment bankers; and Omni
Management Group LLC as noticing and claims agent.  When the
Debtors filed for protection from their creditors, they listed
assets and debts of between $100 million and $500 million each.


PACIFIC ENERGY: U.S. Trustee Appoints 3-Member Panel
----------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, appointed 3 creditors to serve on the Official Committee
of Unsecured Creditors in Pacific Energy Resources Ltd. and its
debtor-affiliates' jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) Forest Oil Corporation
        Attn: Cristin M. Cracraft
        707 Seventh Street
        Suite 3600
        Denver, CO 80202
        Tel: (303) 812-1400
        Fax: (303) 812-1445

     b) Marathon Oil Company
        Attn: Brian Lee Kurr
        5555 San Felipe
        Houston, Texas 77056
        Tel: (713) 296-2306
        Fax: (713) 513-4072

     c) Bateman & Company Ltd.
        Attn: Ryan Bateman
        Unit D, Trafalgar Place
        Grand Cayman
        Cayman Islands KY1-1303
        Tel: (345) 943-4766
        Fax: (345) 943-4767

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engage in the acquisition and
development of oil and gas properties, primarily in the United
States.  The company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq.,
Laura Davis Jones, Esq., and Scotta Edelen McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP, represents the Debtors in their
restructuring efforts.  The Debtors proposed Rutan & Tucker LLP as
their corporate counsel; Schully, Roberts, Slattery & Marino as
special oil and gas counsel; Devlin Jensen as Canadian counsel;
Zolfo Cooper as financial advisor; Lazard Freres & Co. LLC and
Albrecht & Associates Inc. as investment bankers; and Omni
Management Group LLC as noticing and claims agent.  When the
Debtors filed for protection from their creditors, they listed
assets and debts of between $100 million and $500 million each.


PERRY ELLIS: Moody's Downgrades Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Perry Ellis International
Inc.'s corporate family and probability of default ratings to B2
from B1.  The B3 rating on the company's subordinated notes was
affirmed.  The outlook is negative.  The downgrade reflects Perry
Ellis' weak fourth quarter operating performance, higher debt
levels, more liberal financial policy due to recent share
repurchases, and significantly weaker credit metrics.  Moody's
believes that weak consumer spending will likely persist through
at least the first half of calendar 2009, and that significant
improvement in Perry Ellis' performance and credit metrics could
be a challenge.

Perry Ellis' fiscal 2009 (ended January 31, 2009) revenue was hurt
by the significant drop in consumer spending in the fourth
quarter, while gross margin declined significantly due to
increased promotional activity at certain retail customers and the
liquidation of excess inventory at below cost.  Administrative
costs also increased during the year, primarily due to increased
recurring expenses related to the acquisition of C+C California
and Laundry by Shelli Segal, both of which performed below the
company's original expectations.  Free cash flow turned negative
for the year and, when coupled with
$34 million of acquisition debt and $11.6 million for share
repurchases, reported debt increased to $229 million from
$175 million last year.  As a result, Debt/EBITDA likely increased
near 5.5x, which is weak for the B2 rating category.

Although liquidity is adequate, as supported by excess
availability under its revolving credit facility, expectation for
improved free cash flow in fiscal 2010 and modest balance sheet
cash, Moody's is highly concerned that operating performance and
credit metrics will remain under pressure through at least the
first half of calendar 2009.

Perry Ellis' B2 corporate family rating reflects weak credit
metrics, moderate scale in the global apparel industry, narrow
focus in the men's sportswear segment and high concentration
exposure to individual customers.  The rating also considers the
breadth of the company's brand portfolio, broad channel
diversification, and expectation for adequate liquidity.

The negative outlook reflects the risk that Perry Ellis' operating
performance and metrics could weaken further given the challenging
and uncertain economic environment.  The ratings could be
downgraded following any incremental increase in debt levels, or
if revenue and operating margin continue to contract such that
Debt/EBITDA were to approach 6.0 times and EBITDA-Capex/Interest
falls below 1.5 times.

Ratings downgraded:

  -- Corporate family rating to B2 from B1

  -- Probability of default rating to B2 from B1

Ratings affirmed:

  -- Senior subordinated notes at B3 (LGD5, 77%)

Moody's last rating action on Perry Ellis was on September 26,
2006 when Moody's assigned a B1 probability of default rating.

Perry Ellis designs, sources, markets and licenses a portfolio of
men's and women's apparel, accessories and fragrances.  The
company's owned brands include Perry Ellis, Jantzen, Laundry by
Shelli Segal, C&C California, Cubavera, Munsingwear, Savane,
Original Penguin, Grand Slam, Natural Issue, Pro Player, the
Havanera Co., Axis, Tricots St. Raphael, Gotcha, Girl Star and
MCD.  Licensed brands include Dockers for outerwear, Nike and JAG
for swimwear, and Callaway Golf and PGA TOUR for golf apparel.
Total revenue for the year ending January 31, 2009 was
$851 million.


PHILADELPHIA NEWSPAPERS: Nonprofit Status for Newspapers Sought
---------------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


PHILIP MARTIN: Bankruptcy Administrator to Meet Creditors April 14
------------------------------------------------------------------
The Bankruptcy Administrator will convene a meeting of creditors
in Philip J. Martin's Chapter 11 case on April 14, 2009, at
2:00 a.m., at the Meeting Room, 182 St. Francis Street, Mobile,
Alabama.

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

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

Headquartered in Orange Beach, Alabama, Philip J. Martin filed for
Chapter 11 protection on March 12, 2009, (Bankr. S. D. Ala. Case
No.: 09-11178) Irvin Grodsky, Esq. represents the Debtor in  its
restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


PHOENIX E-SUITES: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Phoenix e-Suites, LLC
        6308 Benjamin Road, Suite 710
        Tampa, FL 33634

Bankruptcy Case No.: 09-02291

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: March 23, 2009

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  efile@stubbsperdue.com
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
GVEC Resource IV, Inc.         property;         $19,000,000
Att: Manager or Agent          secured:
PO Box 92, Road Town           $3,500,000
Tortola, BVI

Maricopa Co. Treasurer                           $39,421
Attn: Manager or Agent
301 W. Jefferson, Rm. 100
Phoenix, AZ 85003-2199

The petition was signed by Gerald D. Ellenburg, managing member of
e-Suites Hotels, LLC.


PLATINUM MOTORS: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Platinum Motors LLC
        P O Box 11028
        Santa Ana, CA 92711

Bankruptcy Case No.: 09-12472

Chapter 11 Petition Date: March 23, 2009

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Carlos F. Negrete, Esq.
                  cnegrete1@hotmail.com
                  27422 Calle Arroyo
                  San Juan Capist, CA 92675-2747
                  Tel: (949) 493-8115
                  Fax: (949) 493-8170

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
VW Credit Inc.                                   $15,000,000
West Lake Village
5388 Sterling Center Drive
West Lake Village, CA 91361

Automobili Lamborghini SPA                       $1,350,000
Via Modena 12
40019 Santa A'gata
Bolognese, Italy

Lamborghini Technical Services                   $1,338,500
596 Boston Rd.
Weston, MA 02493

SMI Motors, Inc                                  $200,000

Newport Exotic Cars, Inc.                        $125,000

JVA3 LLC                                         $91,162

TelePacific Communications                       $73,105

Stephen J. Cloobeck                              $65,000

Wells Fargo Bus Card Visa                        $41,879

Automobili Lamborghini America                   $50,000
LLC

Bishton Gubernick                                $60,000

Syed Gilani                                      $30,000

Pirelli Tire                                     $26,976

Ware Malcomb                                     $25,000

Reynolds & Reynolds                              $20,169
CST Co.

Los Angeles Times                                $11,280

Autotrader.Com, Inc.                             $9,420

Reyna Capital Corporation                        $9,217

Wells Fargo Bus Card Visa                        $8,189

The petition was signed by Asdghig Astrid Keuylian, member
manager.


PMC MARKETING: Section 341(a) Meeting Slated for April 27
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in PMC Marketing Corp. and its debtor-affiliates' Chapter 11 case
on April 27, 2009, at 1:00 a.m., at the 341 Meeting Room, Ochoa
Building, 500 Tanca Street, First Floor, San Juan, Puerto Rico.

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

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

Creditors have until July 27, 2009, to file proof of claims.
Government proofs of claim are due by Sept. 16, 2009.


Headquartered in San Juan, Puerto Rico, PMC Marketing Corp. aka
Farmacias El Amal and COD Drugs and Ymas Inventory Management
Corp. filed for Chapter 11 protection on March 18, 2009, (Bankr.
Case Nos.: 09-02048 to 09-02049) Charles Alfred Cuprill, PSC Law
Office represents the Debtors in their restructuring efforts.  the
Debtors listed total assets of $10,144,505 and total debts of
$32,520,014.


POINTE LUCK: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Pointe Luck, LLC
        12 Emerson Way
        Hopkinton, MA 01748

Bankruptcy Case No.: 09-10919

Chapter 11 Petition Date: March 23, 2009

Court: District of New Hampshire Live Database (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Jennifer Rood, Esq.
                  jrood@bernsteinshur.com
                  Bernstein Shur
                  670 N. Commercial St., Ste. 108
                  P.O. Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
DT Liquidation Trust           Stock redemption  $5,500,000
c/o Fletcher Tilton &          agreement
Whipple, PC
370 Main Street
Worcester, MA 01608

BC Underwood LLC               Real estate       $360,000
P.O. Box 477                   counseling
Wolfeboro, NH 03894

Town of Wolfeboro              Real estate taxes $524,653
9 Union Street                 taxes for the
P.O. Box 629                   years 2006 through
Wolfeboro, NH 03894            2009

Mildred H. McEvoy Trust        Unsecured loan    $214,000

McLane, Graf, Raulerson &      Legal services    $88,000
Middleton PA

T. Buck Construction, Inc.     Construction      $38,000
                               services

Darmody, Merlino & Co., LLP    Accounting        $25,000
                               services

Rourke Builders LLC            Model home        $25,000
                               construction

White Mountain Survey Co.      Engineering       $20,022
Inc.                           services

Nixon, Raiche, Vogelman,       Legal fees        $15,942
Barry & Slawsky

M & M Associates               Advertising       $9,500

Wolfeboro Oil Co., Inc.        Removal of        $9,355
                               underground tank

A.J. Investments, Inc.         Construction      $3,157
                               services

Albee Contractors, Inc.        Snow plowing      $6,592
                               services

DT Liquidation Trust           Legal services    $4,125

One Beacon Insurance           Insurance         $2,766
                               premiums

The petition was signed by Donald R. Satterfield, manager.


PROPEX INC: PBGC to Assume 2 Pension Plans Covering 3,000 Workers
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation will assume
responsibility for two pension plans covering about 3,300 workers
and retirees of Propex Inc.

The PBGC stepped in because the underfunded pensions face
abandonment following the sale of substantially all Propex assets,
as contemplated in the company's bankruptcy proceeding. The
transactions do not include the pension plans.  Retirees and
beneficiaries will continue to receive their monthly benefit
checks without interruption, and other participants will receive
their pensions when they are eligible to retire.

According to PBGC estimates, the Propex Inc. Cash Balance
Retirement Plan and the Propex Inc. Cash Value Retirement Plan are
about 67 percent funded, with combined assets of $40.6 million and
benefit liabilities of $61.0 million.  The agency expects to cover
$19.4 million of the $20.4 million total shortfall.  The two plans
were frozen, in 2006 and 2005 respectively.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plans, which end on March 23,
2009.  Assumption of the plans' unfunded liabilities will have no
material effect on the PBGC's financial statements, according to
generally accepted accounting principles.

Principal employment locations of workers and retirees covered by
the Propex pension plans are in Chattanooga, Tenn., and at four
facilities in Georgia: Bainbridge, Hazlehurst, Nashville and
Ringgold.

Within the next several weeks, the PBGC will send notification
letters to all participants in the two Propex pension plans.
Under provisions of the Pension Protection Act of 2006, the
maximum guaranteed pension the PBGC can pay is determined by the
legal limits in force on the date of the plan sponsor's
bankruptcy. Therefore, participants in these pension plans are
subject to the limits in effect on January 18, 2008, which set a
maximum guaranteed amount of $51,750 for a 65-year-old.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.govor call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Retirees of Propex Inc. who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


PRS II LLC: Section 341(a) Meeting Slated for April 1 in Texas
--------------------------------------------------------------
The U.S. Trustee for Region 6, will convene a meeting of creditors
in PRS II, LLC's Chapter 11 case on April 1, 2009, at 2:00 p.m.,
at the Office of the U.S. Trustee, 1100 Commerce St.,Room 976,
Dallas, Texas.

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

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

Headquartered in Dallas, Texas, PRS II, LLC filed for Chapter 11
protection on March 6, 2009, (Bankr. Case No.: 09-31436) Gerrit M.
Pronske, Esq. at Pronske & Patel, P.C. represents the Debtor in
its restructuring efforts.  The Debtor listed estimated assets and
$10 million to $50 million and estimated debts of $10 million to
$50 million.


PSI SALES: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: PSI Sales, Inc.
        P.O. Box 488
        Theodore, AL 36590

Bankruptcy Case No.: 09-11187

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit, Esq.
                  Silver, Voit & Thompson
                  4317-A Midmost Dr.
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800
                  Email: lvoit@silvervoit.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/alsb09-11187.pdf

The petition was signed by Donald Woodham, President the company.


QUALIA CLINICAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Qualia Clinical Service, Inc.
        10845 Harney Street
        Omaha, NE 68154
        Tel: (402) 697-6500

Bankruptcy Case No.: 09-80629

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Omaha)

Company Description: Qualia is a full-service Contract Research
                     Organization with facilities in North
                     America and Europe. Qualia serves the
                     pharmaceutical, biotechnology and generic
                     industries with Early and Late Phase clinical
                     research, clinical pharmacology,
                     bioequivalence, PK/PD analysis, data
                     management and statistical services.

Debtor's Counsel: Robert F. Craig, Esq.
                  Robert F. Craig, P.C.
                  1321 Jones Street
                  Omaha, NE 68102
                  Tel: (402) 408-6004
                  Fax: (402) 408-6001
                  Email: robert@craiglaw.org

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

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

The petition was signed by John F. Metcalfe, director of the
company.

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

             http://bankrupt.com/misc/neb09-80629.pdf


RECYCLE USA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Recycle USA, Inc.
        155 Landfill Road
        Cordele, GA 31015
        Tel: (229) 276-2513
        Fax: (229) 276-2518
        Email: rpendergast@recycleusa.net

Bankruptcy Case No.: 09-10513

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Company Description: Recycle USA, Inc., is a full service plastics
                     recycling facility.
                     See http://www.recycleusa.net/

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz Flatau Popson & Boyer LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

The petition was signed by Phillip Davis, president of the
Company.

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

             http://bankrupt.com/misc/gamb09-10513.pdf


REFCO INC: Court Denies Mayer's Plea to Dismiss Fraud Charges
-------------------------------------------------------------
Chad Bray at The Wall Street Journal reports that the U.S.
District Judge Gerard E. Lynch has denied Mayor Brown's request to
dismiss a fraud claim brought by several funds associated with
Thomas H. Lee Partners over alleged misrepresentations regarding a
2004 leveraged buyout of commodities broker Refco Inc.

WSJ relates that the Thomas H. Lee funds claimed that Mayer Brown
made several misrepresentations in connection with an August 2004
leveraged buyout, in which the funds invested more than
$450 million and acquired a majority of Refco's stock.  According
to the report, the funds allegedly lost more than $245 million
after Refco's bankruptcy filing in 2005.  Refco, says the report,
sought bankruptcy protection after it disclosed that it had
discovered $430 million in debt owed to a private entity
controlled by former CEO Phillip R. Bennett, who was sentenced to
16 years in prison in July 2008 after pleading guilty to fraud,
conspiracy, and making false filings.

According to WSJ, the government had claimed that Mr. Bennett and
others transferred losses and certain expenses off Refco's books
to Refco Group Holdings Inc., which was controlled by Mr. Bennett.
They made Refco file false reports with securities regulators, the
report says, citing prosecutors.  The report states that
prosecutors claimed that actual losses to investors were about
$1.5 billion and said that the fraud involved up to $2.4 billion.

According to WSJ, Judge Lynch ruled that the funds can pursue
claims under state law that Mayer Brown helped out in the scheme.
WSJ quoted Judge Lynch as saying, "Mayer Brown's assistance in
perpetuating the fraud at Refco, namely maintaining the illusion
that there were no related-party transactions concealing Refco's
uncollectible debt, is precisely the course of conduct that the
2004 purchase agreement memorialized and on which the THL Funds
relied in entering the LBO."

WSJ relates that Judge Lynch granted a motion by Mayer Brown to
dismiss other claims, which include federal securities fraud,
racketeering, and negligent misrepresentation.

WSJ notes that Joseph P. Collins, a one-time Mayer Brown LLP
partner and lawyer for Refco, has been charged with conspiracy,
bank fraud, and other charges and is awaiting trial.

                          About Refco

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represents the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ROLSAFE INTERNATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Rolsafe International, LLC
        5845 Corporation Circle
        Fort Myers, FL 33905

Bankruptcy Case No.: 09-04714

Chapter 11 Petition Date: March 13, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Susan H. Sharp, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: ssharp.ecf@srbp.com

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

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

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

          http://bankrupt.com/misc/flmb09-04714.pdf

The petition was signed by Vernon E. Collins, managing member of
the Company.


ROSE TAYLOR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Rose Lee Taylor
        4945 Farmwood Drive
        Memphis, TN 38116

Bankruptcy Case No.: 09-23027

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Steven Lee Lefkovitz, Esq.
                  Lefkovitz & Lefkovitz
                  618 Church Street, #410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Email: slefkovitz@lefkovitz.com

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

Estimated Debts: $100,001 to $500,000

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

             http://bankrupt.com/misc/tnwb09-23027.pdf


SAN CARLOS COURT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: San Carlos Court, LLC
        San Carlos & 4th Street
        Carmel By The Sea, CA 93921

Bankruptcy Case No.: 09-51915

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Debtor's Counsel: Paul W. Moncrief, Esq.
                  Johnson and Moncrief, PLC
                  295 S. Main St.
                  Salinas, CA 93901
                  Tel: (831)759-0900
                  Email: paul@johnsonmoncrief.com

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

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

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


SALEM COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Camarillo, California-based radio broadcasting company
Salem Communications Corp. to 'B-' from 'B'.  The rating outlook
is negative.

In addition, S&P lowered the issue-level rating on Salem
Communications Holding Corp.'s $100 million 7.75% senior
subordinated notes to 'CCC' (two notches lower than the 'B-'
corporate credit rating) from 'CCC+'.  The recovery rating on this
debt remains unchanged at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.
(For the complete recovery analysis, see Standard & Poor's
recovery report on Salem, to be published on RatingsDirect
immediately following the release of this report.)

"The ratings downgrade reflects risks associated with the
company's need for comprehensive intermediate-term refinancing, as
well as its narrow margin with financial covenants, which step
down throughout 2009," explained Standard & Poor's credit analyst
Michael Altberg.

The company will need to address roughly $321 million of 2010
maturities, which pose risks given current credit market liquidity
and could bring a meaningful increase in bank pricing from
currently attractive rates.  In addition, despite a recent credit
amendment that should help with compliance against its pro forma
debt service covenant, Salem, in S&P's view, has limited headroom
against its maintenance financial covenants.  Leverage (per
lenders' computations) as of Dec. 31, 2008 was 5.56x, versus a
6.75x covenant, which steps down to 5.75x on March 31, 2009, and
then to 5.50x at the end of 2009.

The company successfully reduced its operating expenses by roughly
10% in the fourth quarter and increased headroom against covenants
compared to Sept. 30, 2008.  Salem cited that it expects to reduce
operating expenses by 10% to 12% in the first quarter of 2009;
however, revenue is trending down 11% to 14% in the quarter.  S&P
believes that if this pace of revenue declines continue in
subsequent quarters, it will be very difficult for Salem to remain
in compliance despite its active cost management.  Salem generates
satisfactory discretionary cash flow and has adequate interest
coverage metrics for the rating, providing some flexibility
against potential interest rate increases.


SIMMONS CO: Lenders Explore Sale, Other Options for Company
-----------------------------------------------------------
The First Amendment to Second Forbearance Agreement and Fourth
Amendment to the Second Amended and Restated Credit and Guaranty
Agreement and Second Amendment to the Pledge and Security
Agreement among Simmons Bedding Company, THL-SC Bedding Company
and certain subsidiaries of the Company party to the Credit
Agreement as Guarantors; the financial institutions as Lenders
under the Credit Agreement; and Deutsche Bank AG, New York Branch,
individually as a Lender and as administrative agent and
collateral agent for the Lenders, require Simmons Bedding to -- on
a weekly basis -- cause representatives of Miller Buckfire & Co.,
LLC, and Weil, Gotshal & Manges LLP, Simmons' advisors, to discuss
with representatives of Moelis and Company, and White & Case LLP,
advisors to the Lender group's steering committee, the process
with respect to, and the status of, any asset sale, merger,
consolidation or other business combination, equity infusion,
financing proposals, change of control transaction or
restructuring or plan proposal, in each case, contemplated in
connection with the Company's restructuring process.

The Company's advisors are required to provide detailed updates
and information with respect to the material terms and conditions
of any Proposed Transaction received on or after March 9, 2009, to
the Steering Committee Advisors for their review.

By April 17, 2009, the Company will cause each Selected Bidder to
hold one meeting, during regular business hours and for a
reasonable durational period, with members of the Steering
Committee who have not submitted a bid to acquire or provide
equity in or pursuant to a Proposed Transaction, to discuss, in
reasonable detail, the nature, structure and material terms of the
Proposed Transaction sponsored by the Selected Bidder.

                      About Simmons Company

Headquartered in Atlanta, Georgia, Simmons Company --
http://www.simmons.com/-- is a mattress manufacturer and marketer
of a range of products through its indirect subsidiary Simmons
Bedding Company.  Products includes Beautyrest(R), Beautyrest
Black(TM), ComforPedic by Simmons(TM), Natural Care(TM),
BackCare(R), Beautyrest Beginnings(TM) and Deep Sleep(R).  Simmons
Bedding Company operates 21 conventional bedding manufacturing
facilities and two juvenile bedding manufacturing facilities
across the United States, Canada and Puerto Rico.  Simmons also
serves as a key supplier of bedding to hotel groups and resort
properties.

The Troubled Company Reporter reported on January 23, 2009, that
Standard & Poor' Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Simmons Co. to
'SD' from 'CCC'.  S&P also lowered the ratings on wholly-owned
subsidiary Simmons Bedding Co.'s 7.875% subordinated notes due
2014 to 'D' from 'CCC'.  The recovery rating for these notes
remains '3'.  In addition, S&P lowered the ratings on Simmons
Bedding's senior secured bank facility to 'CC' from 'B-', and the
recovery rating remains a '1'.  Standard & Poor's also lowered the
ratings for both Simmons Co.'s unsecured notes and holding company
Simmons Holdco Inc.'s unsecured notes to 'C' from 'CC'.  The
recovery ratings for these remain a '6'.  S&P also removed the
ratings from CreditWatch with developing implications, where S&P
originally placed them with negative implications on Aug. 12,
2008, following the company's drawdown of its revolving credit
facility.  S&P subsequently lowered the ratings to the current
levels following two separate rating actions on Oct. 22, 2008 and
Nov. 14, 2008.  On the latter date, S&P revised the CreditWatch
listing to developing from negative.


SIMMONS CO: Lenders Extend Forbearance Until May 31, 2009
---------------------------------------------------------
The forbearance period under the Second Forbearance Agreement and
Third Amendment to the Second Amended and Restated Credit and
Guaranty Agreement and First Amendment to the Pledge and Security
Agreement between Simmons Company's subsidiaries, Simmons Bedding
Company, THL-SC Bedding Company and certain subsidiaries of
Simmons Bedding party to its senior credit facility and its senior
lenders and Deutsche Bank AG, a senior lender and administrative
agent for the senior lenders, was extended until March 31, 2009.
Under the Forbearance Agreement to the Indenture, an ad hoc
committee of holders of Simmons Bedding's $200 million 7.785%
senior subordinated notes agreed to refrain from enforcing their
respective rights and remedies under the Notes and the related
indenture through March 31, 2009.

On March 23, 2009, Simmons Bedding reached agreements with
majorities of both its Senior Lenders and holders of the Notes as
required, to extend the forbearance periods through May 31, 2009.
Both agreements include an option to further extend their
respective forbearance periods through July 31, 2009, under
certain conditions.

Simmons Bedding requested the extension of the forbearance periods
to provide additional time to pursue an organized financial
restructuring which will significantly reduce the leverage on its
balance sheet.

"We appreciate the confidence and support that our lenders and
note holders have demonstrated by extending these agreements with
us," said Stephen G. Fendrich, Simmons Bedding's President and
Chief Operating Officer.  "Our goal is to maintain smooth day-to-
day operation of the business through the restructuring process
and beyond.  I am pleased with Simmons' performance and our
products continue to attract consumers in a very difficult
economic environment.  We look forward to completing this process
and continuing our successful partnerships with our customers and
suppliers."

A full-text copy of the First Amendment to Second Forbearance
Agreement and Fourth Amendment to the Second Amended and Restated
Credit and Guaranty Agreement and Second Amendment to the Pledge
and Security Agreement is available at no charge at:

              http://researcharchives.com/t/s?3aa7

A full-text copy of the First Amendment to Forbearance Agreement
to the Indenture is available at no charge at:

              http://researcharchives.com/t/s?3aa9

Pursuant to the Amended Agreements, the Company and each other
Credit Party acknowledge and agree that as of March 19, 2009, the
aggregate principal balances of the Loans and aggregate face
amount of Letters of Credit were:

     Tranche D Term Loans         $465,000,000.00
     Revolving Loans               $64,532,384.22
     Letters of Credit             $10,427,327.00

The Company and each Credit Party acknowledge and agree that as of
March 19, 2009, the aggregate amount of accrued and unpaid
interest, less any overpayment, on the Tranche D Term Loans and
Revolving Loans is $1,813,588.97; and the accrued and unpaid
commitment fees payable is $8.81 and the accrued and unpaid letter
of credit fees payable is $39,749.84.  The amounts do not include
other fees, expenses and other amounts which are chargeable or
otherwise reimbursable under the Credit Agreement and the other
Credit Documents.  None of the Company and the other Credit
Parties have any rights of offset, defenses, claims or
counterclaims with respect to any of the Obligations and each of
the Credit Parties are jointly and severally obligated with
respect thereto, in accordance with the terms of the Credit
Documents.

                      About Simmons Company

Headquartered in Atlanta, Georgia, Simmons Company --
http://www.simmons.com/-- is a mattress manufacturer and marketer
of a range of products through its indirect subsidiary Simmons
Bedding Company.  Products includes Beautyrest(R), Beautyrest
Black(TM), ComforPedic by Simmons(TM), Natural Care(TM),
BackCare(R), Beautyrest Beginnings(TM) and Deep Sleep(R).  Simmons
Bedding Company operates 21 conventional bedding manufacturing
facilities and two juvenile bedding manufacturing facilities
across the United States, Canada and Puerto Rico.  Simmons also
serves as a key supplier of bedding to hotel groups and resort
properties.

The Troubled Company Reporter reported on January 23, 2009, that
Standard & Poor' Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Simmons Co. to
'SD' from 'CCC'.  S&P also lowered the ratings on wholly-owned
subsidiary Simmons Bedding Co.'s 7.875% subordinated notes due
2014 to 'D' from 'CCC'.  The recovery rating for these notes
remains '3'.  In addition, S&P lowered the ratings on Simmons
Bedding's senior secured bank facility to 'CC' from 'B-', and the
recovery rating remains a '1'.  Standard & Poor's also lowered the
ratings for both Simmons Co.'s unsecured notes and holding company
Simmons Holdco Inc.'s unsecured notes to 'C' from 'CC'.  The
recovery ratings for these remain a '6'.  S&P also removed the
ratings from CreditWatch with developing implications, where S&P
originally placed them with negative implications on Aug. 12,
2008, following the company's drawdown of its revolving credit
facility.  S&P subsequently lowered the ratings to the current
levels following two separate rating actions on Oct. 22, 2008 and
Nov. 14, 2008.  On the latter date, S&P revised the CreditWatch
listing to developing from negative.


SPANSION INC: Fitch Withdraws 'D' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has withdrawn these ratings on Spansion Inc.:

  -- Issuer Default Rating 'D';

  -- $175 million senior secured revolving credit facility due
     2010 'CC/RR3';

  -- $625 million senior secured floating rating notes due 2013
     'CC/RR3';

  -- $225 million of 11.25% senior unsecured notes due 2016
     'C/RR6'; and

  -- $207 million of 2.25% convertible senior subordinated
     debentures due 2016 'C/RR6'.

Fitch downgraded Spansion's IDR to 'D' on Feb. 18, 2009, following
the company's failure to cure its missed senior unsecured interest
payment on Jan. 15, 2009 within the 30 days prescribed by the
associated bond indenture.


SPEEDWAY MOTORSPORTS: Moody's Changes Sr. Notes' Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service changed Speedway Motorsports, Inc's
rating outlook to negative from stable and downgraded the
speculative-grade liquidity rating to SGL-4 from SGL-2.

The outlook change and SGL downgrade reflect the increased
pressure on liquidity from the approach of the March 31, 2010
maturity of SMI's $500 million revolver ($350 million drawn as of
12/31/08) and Moody's expectation that a decline in admissions and
other event-related revenue in 2009 will heighten the risk of a
covenant violation.  The negative rating outlook additionally
reflects Moody's concern that SMI's downside cash vulnerability to
a consumer-led recession is somewhat higher than anticipated
previously for the Ba1 Corporate Family rating.  In Moody's
opinion, continued free cash flow generation, the considerable
value in the NASCAR Sprint Cup race entitlements, and motorsports
facility entry barriers will likely provide SMI market access to
refinance the maturity and, if necessary, obtain a covenant
amendment.  A refinancing that includes sufficient covenant
headroom to absorb a cyclical downturn would likely result in an
upgrade of the SGL rating.  Loss-given default assessments were
updated to reflect the current debt mix.

Downgrades:

Issuer: Speedway Motorsports Inc.

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

LGD Updates:

Issuer: Speedway Motorsports Inc.

  -- Senior Subordinated Notes, Changed to Ba2, LGD5 - 81% from
     Ba2, LGD5 -- 82%

Outlook Actions:

Issuer: Speedway Motorsports Inc.

  -- Outlook, Changed To Negative From Stable

Moody's expects SMI's debt-to-EBITDA leverage (2.9x for FY
12/31/08 incorporating Moody's standard adjustments and the
estimated EBITDA dilution from the December 2008 acquisition of
Kentucky Speedway) will exceed in 2009 the 3.0x upper end of the
range anticipated for the Ba1 CFR.  In Moody's opinion, the
pressures on SMI's revenue and EBITDA are largely cyclical and
credit metrics will improve as the economy begins to stabilize.
However, the magnitude of the anticipated revenue decline in 2009
will likely be larger than expected previously in the Ba1 CFR.
The ratings could be pressured if Moody's expects debt-to-EBITDA
will be sustained above 3.0x or if downside cash flow
vulnerability is considerably larger than earlier expectations for
a low teens percentage decline.

SMI guided in its March 13th conference call that revenue would
decline to a $480-520 million range for 2009 from $611 million in
2008, but that expense reductions would limit the decline in
EBITDA to a 15-20% range.  Moody's anticipates EBITDA could be
more vulnerable (a decline in the 35-40% range) if expense
reductions do not exceed a mid single percentage range.  However,
Moody's believes SMI will continue to generate modest free cash
flow ($18-25 million range in 2009) factoring in reductions in
cash taxes and capital spending and assuming pricing on the
revolver increases significantly and SMI is aggressive with cash
distributions to shareholders.

Moody's last rating action for SMI was to confirm the Ba1 CFR, Ba1
Probability of Default Rating and associated debt ratings on
September 3, 2008, concluding the review for possible downgrade
initiated on May 23, 2008.

Moody's subscribers can find further details on SMI's rating
rationale in the credit opinion published on www.moodys.com.

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

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the US
primarily through its ownership of seven major race tracks
including New Hampshire Motor Speedway, which SMI acquired for
$340 million in January 2008.  NASCAR sanctioned events account
for the majority of SMI's $611 million annual revenues.


STAR ACQUISITION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Star Acquisition VII, LLC
        8645 Colonial Drive
        Lone Tree, CO 80124

Bankruptcy Case No.: 09-14425

Chapter 11 Petition Date: March 18, 2009

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

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

The petition was signed by Tom Stover, manager of the Company.

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

             http://bankrupt.com/misc/cob09-14425.pdf


STAR TRIBUNE: Bill Seeks Nonprofit Status for Newspapers
--------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


STATE OF CALIFORNIA: Court Denies Governor's Plea to Drop Receiver
------------------------------------------------------------------
The Associated Press reports that U.S. District Court Judge
Thelton Henderson in San Francisco has denied California Gov.
Arnold Schwarzenegger's request to remove a court-appointed
receiver J. Clark Kelso, who wants the state to spend $8 billion
to improve the quality of care.

The AP relates that Judge Henderson gave Mr. Kelso control of
California's prison medical system in 2006 after finding
conditions in the state's 33 adult prisons so bad that an average
of an inmate a week was dying of neglect or malpractice.

According to The AP, Gov. Schwarzenegger accused Mr. Kelso of
breaching federal law by seeking the construction money.  The
administration, The AP relates, said that Mr. Kelso is no longer
needed because the state is now capable of running its own health-
care system.

The AP quoted Judge Henderson as saying, "The court is far from
confident that (state officials) have the will, capacity, or
leadership to provide constitutionally adequate medical care in
the absence of a receivership....  The court remains committed to
ensuring that the receivership is neither excessive nor wasteful,
and the court again reiterates that the receivership is not and
was never intended to be a permanent solution."

General Jerry Brown, the attorney for the administration, said in
a statement, "The federal receivership has become its own
autonomous government operating outside the normal checks and
balances of state and federal law.  Already, California is
spending almost $14,000 per inmate for health care, far more than
any other state.  It is time for a dose of fiscal common sense."

There is oversight of the receiver's plans, The AP says, citing
Judge Henderson.  According to the report, Judge Henderson said
that Mr. Kelso has offered to scale back his plans as necessary
because of the state's fiscal problems.

The AP states that Mr. Kelso is seeking to hold Gov.
Schwarzenegger in contempt of court for refusing to turn over a
$250 million down payment to design up to seven medical and mental
health centers for 10,000 inmates.

      Sale of $6.54BB of General Obligation Bonds Completed

Stu Woo at The Wall Street Journal reports that California on has
finished selling $6.54 billion of general obligation bonds.
According to the report, California surpassed its original goal of
$4 billion.  The office of state Treasurer Bill Lockyer said that
the sale started on Monday and was scheduled to conclude on
Wednesday, but Mr. Lockyer concluded the sale a day early due to
"huge demand," WSJ states.

WSJ relates that $2.6 billion of the funds will be used to restart
public-works projects that were stopped over the winter because
the state lacked cash due to a $42 billion budget deficit.  The
report states that the deficit was resolved in February after Gov.
Schwarzenegger and the state legislature agreed to a new spending
plan.

According to WSJ, California sold $3.2 billion of the
$6.54 billion in bonds to individual investors.  The rest was
purchased by institutional investors like mutual funds, WSJ notes.
Citing the treasurer's office, WSJ reports that the yields are
between 3.20 and 6.10.


STEPHEN PHINNY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Josh Brodesky at Arizona Daily Star reports that Stephen Phinny
has filed for Chapter 11 bankruptcy protection, listing $56.7
million in assets and almost $36.7 million in debts.

According to Arizona Daily, Mr. Phinny's secured creditors include
Kennedy Funding, which is owed almost $24 million, and Bank of
America, which is owed about $4.7 million.

Arizona Daily states that Mr. Phinny's assets include:

     -- two Rolex watches valued at a combined $20,000;
     -- furniture valued at $60,000;
     -- $100,000 art collection; and
     -- $60,000 in firearms ranging from two 12-gauge Belgium
        Browning shotguns to a Colt .45 revolver, among others.

According to Arizona Daily, most of Mr. Phinny's assets come in
his ownership of Saguaro Ranch's development companies.  Mr.
Phinny reported a monthly income of $7,500, coming from interest,
dividends, and management fees, the report states.  The report
says that Mr. Phinny's disclosed monthly expenses of $26,900,
$20,000 of which went toward alimony and support.

Arizona Daily relates that Mr. Phinny guaranteed Saguaro Ranch's
development loans.

Arizona Daily says that Eric Slocum Sparks is Mr. Phinny's
bankruptcy counsel.  Mr. Phinny's bankruptcy filing included
Saguaro Ranch Investments LLC, which has $288 million in assets
and $23.7 million in liabilities; and Saguaro Ranch Development
Corp., which has $14.7 million in assets and $38.4 million in
liabilities.

Stephen Phinny is the developer of the Saguaro Ranch.  He is the
grandson of Daniel F. Gerber, founder of Gerber Products Co.


STEPHEN PHINNY: Section 341(a) Meeting on April 23 in Arizona
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Stephen Daniel Phinny's Chapter 11 case on April 23, 2009, at
11:30 a.m., at the U.S. Trustee Meeting Room, James A. Walsh
Court, 38 S. Scott Ave., Suite 140, Tucson, Arizona.

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

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

Headquartered in Tucson, Arizona, Stephen Daniel Phinny filed for
Chapter 11 protection on March 13, 2009, (Bankr. D. Ariz. Case
No.: 09-04669).  Eric Slocum Sparks PC represents the Debtor in
its restructuring efforts.  The Debtor listed total assets of
$56,740,592 and total debts of $36,666,296.


SUZANNE CLIFTON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Suzanne S. Clifton
        208 Bordeaux Lane
        Cary, NC 27511

Bankruptcy Case No.: 09-02379

Chapter 11 Petition Date: March 24, 2009

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Stephani Wilson Humrickhouse, Esq.
                  shumrickhouse@nichollscrampton.com
                  Nicholls & Crampton, P.A.
                  PO Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Internal Revenue Service       payroll taxes     $11,203,264
PO Box 21126
Philadelphia, PA 19114

New Jersey Division of         payroll taxes     $316,511
Taxation
PO Box 281
Trenton, NJ 08695-0281

SunTrust Bank                  guarantee         $150,000
8521 Six Forks Road, Ste. 250
Raleigh, NC 27297-1220

Citibank                       guaranty          $50,000

Bank of America - Visa                           $48,000

RBC Centura                    credit card       $48,000

Chase                          guaranty          $45,300

Elan Financial Services        guaranty          $43,814

Castleton Group Inc.           liability         $10,000

Maryland Dept. of Assessments  liability         $9,698
& Tax

Michigan Dept. of Treasury      payroll taxes    $9,698

NY State Dept. of Taxation      payroll taxes    $5,589

Connecticut State Revenue Svcs. payroll taxes    $5,285

California Franchise Tax Board  payroll taxes    $3,964

Virginia Department of          payroll taxes    $3,699
Taxation

Georgia Dept. of Revenue        payroll taxes    $1,940

Indiana Department of Revenue   payroll taxes    $1,807

Illinois Dept. of Revenue       payroll taxes    $1,736

James Stilgenbauer              liability        $1,254

Delaware Division of Revenue    payroll taxes    $1,086


SV 261 LLC: Wants to Hire Randall Danskin as Bankruptcy Counsel
---------------------------------------------------------------
SV 261, LLC, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Washington to employ Anthony E. Grabicki,
Esq. and Randall Danskin as counsel.

Randall Danskin will act as general counsel for the debtor in
possession and bankruptcy estate and to perform legal services for
the estate and Debtor which become necessary during the bankruptcy
proceeding.

Mr. Grabicki tells the Court that his hourly rate is $290.  He
adds that the Debtor paid Randall Danskin a $25,000 retainer on
Feb. 6, 2009.  Fees and costs were paid from this retainer in the
amounts of $3,982 on Feb. 13, 2009, and $1,267 on March 12, 2009.
The filing fee of $1,039 was laso paid from this retainer leaving
a balance on the date of filing of $18,711.

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

Mr. Grabicki can be reached at:

      Randall Danskin
      1500 Bank of America Financial Center
      601 West Riverside Avenue
      Spokane, WA 99201-0626
      Tel: (509) 747-2052
      Fax: (509) 624-2528

                         About SV 261, LLC

Headquartered in Spokane Valley, Washington, SV 261, LLC owns a
real estate property.  The Debtor filed for Chapter 11 protection
on March 12, 2009, (Bankr. E. D. Wash. Case No.: 09-01291) Anthony
E. Grabicki, Esq. at Randall & Danskin represents the Debtor in
its restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of
$1 million to $10 million.


SV 261 LLC: Section 341(a) Meeting Set for April 10 in Washington
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in SV 261, LLC's Chapter 11 case on April 10, 2009, at 9:45 a.m.,
at the US Trustee Office, US Courthouse Room 561 N., 920 W.
Riverside Ave., Spokane, Washington.

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

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

Headquartered in Spokane Valley, Washington, SV 261, LLC owns a
real estate property.  The Debtor filed for Chapter 11 protection
on March 12, 2009, (Bankr. E. D. Wash. Case No.: 09-01291) Anthony
E. Grabicki, Esq. at Randall & Danskin represents the Debtor in
its restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of
$1 million to $10 million.


TEXAS PETROCHEMICALS: Moody's Cuts Corporate Family Rating to B1
----------------------------------------------------------------
Moody's lowered Texas Petrochemicals LP's Corporate Family Rating
to B1 from Ba3 and lowered the rating on the term loan to B1 from
Ba3.  The rating action reflects expectations for reduced sales
levels over the near term and the company's decline in liquidity.
The outlook is negative.  The ratings are summarized below.

Texas Petrochemicals LP

Ratings changes:

* Corporate Family Rating -- B1 from Ba3

* Probability of Default Rating -- B1 from Ba3

* $280mm Gtd Sr Sec Term Loan due 2013 -- B1 (LGD4, 52%) from Ba3
  (LGD4, 50%)

* Outlook: Negative

The downgrade of TPC's CFR and move to a negative outlook reflects
a decline in the company's liquidity year-to-date and Moody's
expectation that its 2009 operating results will be substantially
weaker than prior year results, despite the start up of its new
HR-PIB facility in October 2008.  End market demand for TPC's
products has slowed due to the global economic slowdown.
Performance Products segment volumes, including product sold for
use in lubricant additives, have declined.  The Crude C4
Processing segment, including butadiene (used in synthetic rubber
for automobile tires and other parts) is experiencing lower sales
volumes as a result of limited crude C4 supplies that have
curtailed production below market demand, while butadiene end
market demand has also softened.

Lower commodity prices will negatively impact 2009 profits,
despite TPC's contractual pricing arrangements that lock in
margins for the majority of its products.  Lower profitability in
2009 and potential volatility in product demand could negatively
impact TPC's liquidity.  The company is reliant on its revolving
credit facility as well as cash flow from operations to support
its liquidity.  Availability under the revolver has declined in
2009, despite an amendment to the revolver that increased
liquidity by $10 million and a reduction in borrowings, due to the
impact of falling commodity prices and lower production volumes on
the borrowing base (calculated based on 65% of inventories and 85%
of accounts receivable).  Moody's expect TPC to take steps to
lower costs and improve liquidity.

TPC's negative outlook reflects Moody's expectation for weak 2009
revenues and profitability that could materially increase TPC's
leverage metrics and potentially weaken its liquidity.

Moody's most recent announcement concerning the ratings for TPC
was on February 17, 2009.  At that time, Moody's commented on
TPC's liquidity and the expected availability levels in order to
maintain the current CFR.

Texas Petrochemicals LP is a processor of crude C4 hydrocarbons
(primarily butadiene, butene-1, isobutylene), differentiated
isobutylene derivatives and nonene and tetramer.  For its product
lines, TPC is either the largest or second largest independent
North American producer.  The company operates three Texas-based
manufacturing facilities in Houston, Baytown and Port Neches.
Revenues were $2.1 billion for the LTM ended December 31, 2008.


THOMAS MCINNIS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Thomas Richard McInnis
        255 Main Street
        Santa Cruz, CA 95060
        aka Rich McInnes
        dba Sea Breeze Tavern

Bankruptcy Case No.: 09-51887

Chapter 11 Petition Date: March 17, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Judson T. Farley, Esq.
                  Law Offices of Judson T. Farley
                  830 Bay Ave. #B
                  Capitola, CA 95010-2173
                  Tel: (831)476-1766
                  Email: judsonfarley@sbcglobal.net

Total Assets: $3,342,900

Total Debts: $3,372,919

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

             http://bankrupt.com/misc/ncnb09-51887.pdf


TICKETMASTER ENTERTAINMENT: S&P Cuts Corp. Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit and issue-level ratings on Ticketmaster Entertainment Inc.
S&P lowered the corporate credit rating to 'BB' from 'BB+'.
Ticketmaster's ratings remain on CreditWatch with negative
implications, where they were placed on Feb. 11, 2009, following
the company's announcement of an all-stock merger agreement with
Live Nation Inc.  Live Nation's ratings, including its 'B'
corporate credit rating, remain on CreditWatch with positive
implications, where they also were placed on Feb. 11, 2009.

As of Dec. 31, 2008, West Hollywood, California-based Ticketmaster
had total debt of $865 million and Beverly Hills, California-based
Live Nation Inc. had total debt of $886 million.

The transaction is subject to approval by both companies'
shareholders, consent of Ticketmaster bank lenders and the
satisfaction of customary closing conditions, and regulatory
review and approvals.  Ticketmaster and Live Nation expect the
transaction to be completed in the second half of 2009.

"The downgrade reflects Ticketmaster's weak fourth-quarter
operating performance and rising debt leverage," said Standard &
Poor's credit analyst Hal F. Diamond.  Also, Standard & Poor's is
concerned that Ticketmaster's operating performance will remain
pressured, at least for the first half of 2009, as a result of the
recession's impact on leisure consumer discretionary spending and
that secondary ticket sales growth may be insufficient to offset
continued primary ticket volume declines.  "Furthermore," added
Mr. Diamond, "we believe that Ticketmaster may decide to reduce
its presence in the growing secondary ticketing business, which
would increase its dependence on the mature and cyclical primary
ticket market."


TRANSMERIDIAN EXPLORATION: Slapped with $600,000 Rent, Files Ch.11
------------------------------------------------------------------
Transmeridian Exploration Incorporated and two of its wholly owned
subsidiaries, Transmeridian Exploration Inc. and Bramex
Management, Inc., filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of Texas on March 20,
2009.  The Court has jurisdiction over these proceedings as of the
date of the filing of the petitions.  The Company and the
Subsidiaries will continue to operate their businesses as a
"debtors-in-possession" under the jurisdiction of the Court and in
accordance with the applicable provisions of the Bankruptcy Code
and orders of the Court.

Bankruptcy Law360 says Transmeridian Exploration blames the
Chapter 11 filing to a landlord's demand that the Company pay more
than $600,000 in back rent and other costs.

According to Business Journal, Transmeridian Exploration accepted
a deal from its CEO Lorrie Olivier to go private in 2007.
Business Journal states that the deal fell through in April 2008
when Mr. Olivier failed to come up with the funds to close the
deal.

Transmeridian Exploration, says Business Journal, received in 2008
a $215 million infusion from Hong Kong energy investment firm
United Energy Group Ltd., which made several plays to acquire the
Company, but a final deal never surfaced.

Houston Business Journal relates that Transmeridian Exploration
said that it had 40 million shares of common stock held by 8,000
entities and 1.1 million shares of preferred stock held by 17
entities.

Transmeridian Exploration and its subsidiaries will continue to
operate their businesses as debtors-in-possession, Business
Journal states.

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated explores oil and gas in the Caspian Sea region.  The
company and two affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. S.D. Tex. Lead Case No. 09-31859). Judge
Marvin Isgur presides over the case.  John Wesley Wauson, Esq.,
and Matthew Brian Probus, Esq., at Wauson & Probus, serve as
bankruptcy counsel.  As of September 30, 2008, the Debtor has
total assets of $377,902,000 and total debts of $451,678,000.


TRIBUNE CO: Bill Seeks Nonprofit Status for Newspapers
------------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


TRONOX INC: Sec. 341 Meeting of Creditors Slated for April 8
------------------------------------------------------------
Diana G. Adams, United States Trustee for Region 2, will convene
a meeting of creditors of Tronox Inc., and its debtor-affiliates,
on April 8, 2009, at 2:00 p.m., at the Office of the United
States Trustee of the Southern District of New York, at 80 Broad
Street, Fourth Floor, in New York.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Delays Filing of 2008 Annual Financial Results
----------------------------------------------------------
Tronox Incorporated told the Securities and Exchange Commission
on March 16, 2009, that it is unable to timely file its annual
report for the year ended December 31, 2008.

In connection with the filing of the Chapter 11 cases of Tronox
and its affiliates, Tronox is still continuing to perform an
impairment analysis related to certain of its tangible and
intangible assets and a review of certain of its environmental
reserves, Tronox Vice President, General Counsel and
Secretary Michael J. Foster, explained.

Tronox expects that the completion of the impairment analysis
will result in a significant change in results of operations from
the corresponding period for the last fiscal year, Mr. Foster
said.

Tronox expects to report:

  (i) net sales of $1.5 billion for the year ended December 31,
      2008, compared to net sales of $1.4 billion for the year
      ended December 31, 2007; and

(ii) gross margin of $65 million compared to a gross margin of
      $116 million in 2007.

However, pending the completion of the final analysis, the
Company is yet unable to provide an estimate of net income or
loss, he said.

"Tronox believes that additional time is necessary for a more
thorough review of financial and other disclosures regarding
potential asset impairments and environmental reserves.  The
Company anticipates receiving from its auditor an opinion
expressing substantial doubt about its ability to continue as a
going concern," Mr. Foster concluded.

Meanwhile, the Company said that effective March 20, 2009, Stephen
T. Wachnowsky, Tronox Vice President for Global Pigment
Operations, is no longer with the company.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Court Approves Protocol Governing Anadarko Discovery
----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation governing the
discovery, including the production, exchange, and use of all
documents, testimony, interrogatories, written discovery, and
other information produced, given, provided, or exchanged in any
dispute or exchange of Discovery Materials among Tronox Inc. and
its affiliates, the Official Committee of Unsecured Creditors
appointed in their cases, and Anadarko Petroleum Corporation in
the Debtors' cases and any adversary proceeding.

Anadarko bought Ker-McGee Corporation in August 2006 five months
after Kerr-McGee successfully spun off Tronox.  The Debtors have
indicated that they may be pursuing litigation against Kerr-McGee
or Anadarko with respect to the legacy environmental liabilities
left by Kerr-McGee to Tronox during the spin-off.

Essentially, the Stipulation restricts the use of Discovery
Materials solely for the purpose of preparing for and conducting
the litigation of any action and any appellate proceedings in the
Action.

Certain Discovery Materials may be designated as "confidential"
to the extent that they constitute or reveal, among other things,
proprietary, commercial or otherwise confidential or
commercially-sensitive information.  Discovery Materials which,
when disclosed, will likely cause financial damage to the
Designating Party, may be designated as "Confidential Outside
Counsel's Eyes Only."

Discovery Materials designated as "Confidential" and
"Confidential Outside Counsel's Eyes Only" will only be disclosed
"Qualified Persons" in connection with the litigation or appeal
of any action.

The Stipulation provides for the destruction or return of all
Discovery Materials to counsel for the Designating Party within
30 days after the final conclusion of the Action.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Panel Urges Constituents to Support Plan
-----------------------------------------------------------------
Bankruptcy Law360 reports that unsecured creditors are urging
voters to support Tropicana Entertainment LLC's Chapter 11
reorganization plan.

The report says Tropicana has begun distributing the ballots,
which are accompanied by a letter of support from the unsecured
creditors committee.

As reported by the Troubled Company Reporter on March 9, 2009, the
U.S. Bankruptcy Court for the District of Delaware has approved
the separate disclosure statements filed by Tropicana
Entertainment LLC and 26 other debtors -- the OpCo Debtors -- and
Tropicana Las Vegas Holdings, LLC, and six debtor affiliates - the
LandCo Debtors -- in relation to their bankruptcy plans.

Judge Kevin Carey has set this timeline for each of the OpCo and
LandCo Plans:

   -- March 10 as the record date for the purpose of determining
      claims that are entitled to receive solicitation packages.

   -- April 17, as the voting deadline for the Plan.

   -- April 20 as the deadline for filing objections to the Plan.

   -- April 27, 2009 at 10:00 a.m. as the first day of the
      confirmation hearing.

According to the LandCo Disclosure Statement, the LandCo Plan
provides for 0% to 12.3% recovery by unsecured creditors, the
cancellation of existing stock and zero recovery for stockholders.
Holders of the LandCo Credit Facility Claims will receive full
recovery for the first $358,000,000 to $378,000,000, but zero
recovery for a deficiency claim of $65 million to $85 million.
A copy of the LandCo Disclosure Statement, as first amended, is
available at http://researcharchives.com/t/s?3a25

For the OpCo Plan, unsecured claims totaling up to $330,200,000
will receive less than 1% recovery, and also the cancellation of
all equity interests.  Holders of the OpCo Credit Facility claims
aggregating $552 million to $707 million will receive full
recovery.  A copy of the Opco Disclosure Statement, as first
amended, is available at http://researcharchives.com/t/s?3a24

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Starts Wooing Creditors' Votes for Plan
----------------------------------------------------------------
Tropicana Entertainment, LLC, having reached agreements with its
lenders and the Official Committee of Unsecured Creditors, has
began distributing ballots on its Chapter 11 plans of
reorganization with a letter from the Committee urging voters to
accept the plans developed by the Company's new Board and
management team.

The plans of reorganization, which are the result of a process
that began when Tropicana filed for protection from its creditors
a year ago, generally call for secured debt to be converted to
common stock and for general unsecured debt to be discharged in
exchange for warrants, interests in a litigation trust and cash
for certain creditors.  The plans also cancel all the equity
interests of former owner William J. Yung, III, who will not hold
any positions with the company.

Creditors who are allowed to vote have until April 17, 2009, to
submit their ballots.  If creditors vote to accept the plans and
the Bankruptcy Court finds that they meet all statutory
requirements at confirmation hearings scheduled to begin April 27,
2009, Tropicana hopes to emerge from Chapter 11 soon thereafter.

In its letter to creditors, the Committee wrote that its support
is the result of "vigorous negotiations" among Tropicana, the
secured lenders and the Committee.  The letter asserts that the
Committee obtained what "it believes is improved treatment for all
classes of general unsecured claims compared with treatment
proposed in previously-filed versions."

"Due to the facts and circumstances of the [Tropicana] cases, in
particular, the litigation risk and uncertainty associated with
challenging valuation and confirmation ... the Committee
recommends that general unsecured creditors vote to accept the
[current] plan," the letter continued.

"Understanding that the backdrop for this effort has been the
nation's continuing financial crisis, we commend our lenders and
the Committee for engaging in a highly productive negotiation,"
said Tropicana CEO Scott C. Butera.  "Our plan is stronger for
these efforts because we have been able to take into account the
interests of all the company's key stakeholders.

"Our employees have earned our highest respect," Mr. Butera said.
"Throughout the restructuring process, they have been enthusiastic
and extremely loyal.  Now, with renewed regulatory and community
relationships, stronger employee relations, and better overall
business systems in place, we feel we have the resources necessary
to operate in the highly competitive hospitality and gaming
industry."

              Icahn Group Eyed Casino & Resort

Wayne Parry at The Associated Press reported on March 16, 2009,
that a group including financier Carl Icahn said that it would bid
for Tropicana Casino and Resort in a bankruptcy court auction.
The AP said that the committee of lenders and investors already
filed a petition with the state Casino Control Commission
indicating its intent to bid on the casino.  According to The AP,
an offering price will be disclosed by April 1.

Tom Jones at CasinoGamblingWeb.com reported in February that a
number of different groups were emerging as possible buyers for
Tropicana Casino and Resort.  According to Liz Benston at Las
Vegas Sun, the New Jersey Casino Control Commission had pulled
Tropicana's gaming license in December 2007, saying its owners,
who also own the Tropicana in Las Vegas, weren't fit to operate a
casino.  The states, Las Vegas Sun reported in February, tried
selling the casino over the past year to the highest bidder, as
required by law.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


USPF HOLDINGS: S&p Affirms 'BB+' Rating on $299.28 Mil. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
USPF Holdings LLC's $299.28 million senior secured credit
facility.  The ratings on the bonds were finalized and removed
from preliminary status.  The facility includes a $287.28 million
term loan and a $12 million synthetic letter of credit to be used
to fund a six-month debt-service reserve account.  The recovery
rating on the facility is '2', indicating the expectation for
substantial (70%-90%) recovery of principal if a payment default
occurs.  The outlook is stable.

"The rating reflects a fairly diversified portfolio with eight
operating assets," said Standard & Poor's credit analyst Terrence
Marshall.  "Improved material improvements in the risk profiles of
several projects could result in a raised rating, while sustained
volatile distributions could result in a lowered rating."

USPF Holdings is a closed-end portfolio of equity interests in
seven power plants totaling 1,646 megawatts and an interest in a
660 MW undersea transmission line between Sayreville, New Jersey
and Long Island, New York (the projects).  It also is a wholly
owned subsidiary of United States Power Fund L.P., which is
managed by Energy Investor Funds, a private equity fund management
company focused on the U.S. power industry.


WCI COMMUNITIES: To Deregister with SEC; Won't File Fin'l Reports
-----------------------------------------------------------------
WCI Communities, Inc., intends to file by March 30, 2009, a Form
15 with the Securities and Exchange Commission to deregister its
common stock under Section 12(g) of the Securities Exchange Act of
1934, as amended, and suspend the Company's reporting obligations
under Sections 13(a) and 15(d) of the Exchange Act.  Upon the
filing of the Form 15, the Company's obligation to file periodic
and current reports with the SEC, including Forms 10-K, 10-Q and
8-K, will be immediately suspended.

The Company is eligible to file a Form 15 because it recently
determined that its common stock is held of record by less than
300 persons.  The Form 15 will also terminate the Company's
reporting obligation with respect to its notes.

On August 4, 2008, the Company and approximately 130 of its
wholly-owned subsidiaries filed voluntary petitions to restructure
their debt and capital under Chapter 11 of United States
Bankruptcy Code.  In light of the bankruptcy filing in August
2008, the Company's board of directors determined that the
benefits of remaining a reporting public company were outweighed
by the financial costs of complying with the associated regulatory
requirements.

The Company anticipates that its shares of common stock will
continue to be quoted on the Pink Sheets following the
deregistration process, but there can be no assurance that any
broker will make a market in the Company's common stock.  The
Company is determining whether it will be required to file a full
Annual Report on Form 10-K for the year ended December 31, 2008.
The Company nonetheless plans to continue posting quarterly and
annual financial results (including an annual audit) and
outstanding share information on its Web site and to maintain its
internal policies regarding trading in its stock by officers,
directors and affiliates.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Committee in these cases.
When the Debtors filed for protection from their creditors, they
listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.


WENDY'S INTERNATIONAL: S&P Cuts Ratings on Senior Notes to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it changed its recovery
ratings on the senior unsecured debt of Wendy's International
Inc., a subsidiary of Wendy's/Arby's Group Inc., to '5' from '4'.
As a result, S&P lowered the issue-level rating on Wendy's senior
unsecured notes to 'B' from 'B+'.  The notes are now rated one
notch below the corporate credit rating on Wendy's and
Wendy's/Arby's.  The 'B+' corporate credit rating on the company
remains unchanged.

The '5' recovery rating indicates S&P's expectation of modest
(10%-30%) recovery of principle in the event of default.  The
rating on the company's senior secured credit facility remains at
'1', with an issue-level rating of 'BB', two notches higher than
the corporate credit rating.  The '1' recovery indicates S&P's
expectation of very high (90%-100%) recovery of principle in the
event of default.

This action comes after the company increased the total available
borrowings on its revolving credit facility to $170 million from
$100 million, which increased the amount of the secured debt ahead
of the unsecured notes.  On March 11, 2009, the company amended
that credit facility so that both Wendy's and Arby's Restaurant
Group Inc. (Arby's; also a subsidiary of Wendy's/Arby's and the
original borrower of the facility), is a co-borrower on the
facility.  Both Wendy's and Arby's material subsidiaries provide
an upstream guarantee to the credit facility.  The guarantee
provides lenders with a direct claim against these operating
subsidiaries that is structurally superior to the collateral as
limited by the indenture of Wendy's legacy unsecured notes.  The
legacy unsecured notes of Wendy's do not have any subsidiary
guarantees.  As a result, the credit facility has a higher
priority claim to the value of the company than the unsecured
notes.  The senior secured credit facility now consists of a $170
million revolving credit facility and a $620 term loan with an
outstanding balance of $384 million outstanding as of March 11,
2009.

"The economic conditions within the quick-service restaurant
industry have intensified competition and value promotions-
particularly in the sandwich subsector," said Standard & Poor's
credit analyst Charles Pinson-Rose, "which had a significant
impact on Arby's performance in the fourth quarter of 2008."
Wendy's, on the other hand, with its focused promotions and value
offerings, was able to increase comparable same-store sales by
3.6% at its company-operated restaurants and 3.8% at its
franchised restaurants, while its restaurant margins were
effectively flat.  "In the future," continued Mr. Pinson-Rose, "we
expect a similar trend as competition and weak consumer spending
could hurt Arby's sales and profits, while Wendy's should be able
to enjoy comparable-store sales increases in the low- and possibly
mid-single digits and improve operating margins somewhat."
However, S&P expects that the performance declines at Arby's will
outpace improvements at Wendy's and overall EBITDA will decline on
a consolidated basis for the year.


WHITEHALL JEWELERS: Can Sell Unclaimed Jewelry Free From Liens
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Whitehall Jewelers Holdings, Inc. and Whitehall Jewelers, Inc.
authority to sell all unclaimed jewelry items in Debtors'
possession for more than 180 days, free from all liens and
encumbrances.  All liens and encumbrances shall attach to the
proceeds of the sale.

The remaining items may be disposed of on a rolling basis without
further Court order.

As reported in the Troubled Company Reporter on Feb 5, 2009, the
Debtors told the Court that the unclaimed jewelry consist of
almost 10,963 pieces of unclaimed jewelry submitted for repair at
the Debtor's various retail locations.  In some cases, the jewelry
repairs have been unclaimed for more than ten (10) years.

The Debtors estimated that the total estimated value of the
unclaimed repairs is approximately $1.1 million at cost.

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.


WILTON PRODUCTS: S&P Puts 'B-' Corp. Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B-' corporate credit rating, on
Woodbridge, Illinois-based Wilton Products Inc. (f/k/a UCG Paper
Crafts Inc.) on CreditWatch with negative implications.  The
CreditWatch placement means that S&P could lower or affirm the
ratings following the completion of S&P's review.

The CreditWatch placement reflects S&P's increasing concerns that
bank covenant cushion is very limited because covenant levels
tightened in the fourth-quarter 2008 and then again in first-
quarter 2009.  Currently, S&P believes retailers are drastically
cutting back their inventories.  Wilton's operating performance
has been below S&P's expectations.  This is largely due to weak
macroeconomic conditions which have negatively affected sales at
retailers, including independent scrapbooking retailers and their
distributors, as well as reduced space and promotional programs
within food crafts, and continued weakness in the company's core
picture frame business.

"We will resolve the CreditWatch listing as additional information
becomes available regarding the seasonally important fourth
quarter and outlook for the upcoming year," said Standard & Poor's
credit analyst Jean C. Stout.  "In particular, S&P will focus on
the company's ability to manage cash flow and reduce costs as
necessary to maintain financial flexibility," she continued.


WM BOLTHOUSE: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Bakersfield, California-based Wm. Bolthouse Farms Inc.
by one notch, including lowering the corporate credit rating to
'B-' from 'B'.  At the same time, S&P removed the ratings from
CreditWatch, where S&P had placed them on Feb. 23, 2009 with
negative implications, following concerns about limited covenant
cushion and weaker-than-expected operating performance.  The
outlook is negative.  As of Dec. 31, 2008, the company had about
$650 million of total debt.

The downgrade reflects S&P's concerns about very tight cushion on
Bolthouse's bank financial covenants.  S&P believes that the
ompany's liquidity position could worsen because bank financial
covenants tighten as of March 31, 2009, following S&P's estimate
that covenant cushion was already very limited on the first-lien
leverage covenant as of Dec. 31, 2008.

Bolthouse's financial covenants under its credit agreement will
tighten as of fiscal year end March 31, 2009, and Standard &
Poor's is concerned about the company's ability to meet this
covenant.  In addition, the leverage covenant on the company's
first-lien bank loan steps down at the end of fiscal 2010.  S&P
estimates that covenant cushion will remain tight in both the
first and fourth quarters of fiscal year 2010.

"We could lower the ratings if Bolthouse does not meet covenants,
loses access to its revolver, and/or cannot secure an amendment on
a timely basis under reasonable terms if the covenants are not
met," said Standard & Poor's credit analyst Alison Sullivan.  "If
the company can remain compliant with its financial covenants in
the coming quarters, improve and maintain the cushion on its
tightest covenant close to 15%, and demonstrate positive operating
momentum, S&P would consider an outlook revision to stable," she
continued.


WP HICKMAN: Sale of Acquired Assets Closed on March 2
-----------------------------------------------------
W.P. Hickman Systems, Inc., and its debtor-affiliates informs the
U.S. Bankruptcy Court for the Western District of Pennsylvania
that on March 2, 2009, they completed the sale of substantially
all of their assets, as ordered by the Court on February 27, 2009,
to WPH Acquisition Company, LLC.  The Debtors received $1,050,000
from the sale.  WPH Acquisition is not an "insider" of the
Debtors, as that term is defined in Section 101(31) of the
Bankruptcy Code.

At the Sale Hearing on February 26, 2009, WPH Acquisition's bid of
$1,050,000 in cash plus the assumption of certain liabilities, was
declared the winning bid for the purchase of the Debtors' Acquired
Assets.

Pursuant to the Sale Order, the Debtors disbursed $875,000 of the
sale proceeds to FirstMerit Bank, N.a. and $175,000 of the sale
proceeds will be available to distribute to administrative and
unsecured claims.  The Debtors note that as contemplated in the
Asset Purchase Agreement and the Sale Order, the sale of their
Wampum, PA real estate is still pending.  The Debtors relate that
they will file a subsequent report of sale upon consummation of
the sale of said real estate.

A copy of the Asset Purchase Agreement among the Debtors and WPH
Acquisition Company, LLC, dated as of February 24, 2009, is
available at:

     http://bankrupt.com/misc/WPHICKMAN.WPHAcquisitionAPA.pdf

Solon, Ohio-based W.P. Hickman Systems, Inc. --
http://www.wphickman.com/-- offers commercial roofing products.
The Debtors engage in providing services to the federal government
through its GSA certification and are involved in major buying
groups including Sodexho-USA, Horizon Resource Group and U.S
Community Services.  The company and its affiliates filed for
Chapter 11 protection on Oct. 2, 2008 (Bankr. W.D. Pa. Lead Case
No. 08-26591).  Paul J. Cordaro, Esq., and Aurelius P. Robleto,
Esq., at Campbell & Levine LLC represent the Debtors in their
restructuring efforts.  James E. Van Horn, Esq., at McGuireWoods
LLP represent the Official Committee of Unsecured Creditors as
counsel.  W.P. Hickman listed assets of between
$10 million and $50 million, and the same range of debts.


* Fitch Gives 'E' Individual Rating on Eight Major Corp. Unions
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of 'A+' and
'F1+' of the eight major corporate credit unions that it rates.
The affirmation is based on the National Credit Union
Administration's continued demonstrated support for these
entities.  The rating action follows the announcement from the
NCUA that it will place U.S. Central Federal Credit Union into
conservatorship.  The conservatorship will impair the value of the
capital share investment in USC of each corporate credit union
rated by Fitch, resulting in a significant negative impact on each
institution's capital.

On Feb. 10, 2009, Fitch raised the support ratings of each of the
corporate credit unions to '1' and established a corresponding
support rating floor of 'A+'.  These adjustments in the support
ratings were triggered by tangible signs of increased government
support for the corporate credit unions.  The IDRs for each of the
corporate credit unions were established at the support rating
floor of 'A+' to emphasize the importance of government support in
assessing the probability of default for these entities.

The stand alone financial profile of each corporate credit union
rated by Fitch has come under varying degrees of stress in the
current climate.  The greatest concentration of risk has emanated
from the companies investment portfolios that have included
exposures to asset types that have exhibited higher levels of
volatility and illiquidity than was originally expected.  Fitch
has articulated the relative degree of stress via adjustments to
the corporate credit union's Individual ratings, which are
designed to indicate a company's stand alone financial profile
absent any support.  The decline in capital related to the
expected impairment of the USC capital investments carried by the
corporate credit unions will likely result in capital ratios
falling below regulatory capital minimums at each of the rated
corporate credit unions.  Fitch has lowered the Individual rating
of each corporate credit union to 'E', in recognition of the sharp
decline in capital.

The NCUA has reiterated its intention to support the stability and
integrity of the U.S. credit union system.  In Fitch's view, this
demonstrates the existing support ratings, support floors, and
IDRs assigned to individual corporate credit unions remain
appropriate.  In light of the NCUA's public statements and actions
to date, Fitch expects support and/or regulatory forbearance to be
forthcoming that will allow these entities to operate at current
rating levels.

Fitch has downgraded these ratings and removed them from Rating
Watch Negative.

Central Corporate Credit Union

  -- Individual downgraded to 'E' from 'B/C'.

Constitution Corporate Federal Credit Union

  -- Individual downgraded to 'E' from 'D/E'.

Eastern Corporate Federal Credit Union

  -- Individual downgraded to 'E' from 'B/C'.

First Corporate Credit Union

  -- Individual downgraded to 'E' from 'C'.

Mid-Atlantic Corporate Federal Credit Union

  -- Individual downgraded to 'E' from 'B/C'.

Members United Corporate Federal Credit Union

  -- Individual downgraded to 'E' from 'C/D'.

Southeast Corporate Federal Credit Union

  -- Individual downgraded to 'E' from 'C'.

Southwest Corporate Federal Credit Union

  -- Individual downgraded to 'E' from 'C/D.

Fitch has affirmed these ratings with a Stable Outlook:

Central Corporate Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+;
  -- Short-term debt 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

Constitution Corporate Federal Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+;
  -- Short-term debt 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

Eastern Corporate Federal Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

First Corporate Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

Mid-Atlantic Corporate Federal Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

Members United Corporate Federal Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

Southeast Corporate Federal Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+';
  -- Support '1';
  -- Support floor 'A+'.

Southwest Corporate Federal Credit Union

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+';
  -- Support '1';
  -- Support floor 'A+'.


* Failed Banks Total 20 in Q1; Industry Lost $32.1-Bil in Q4 2008
-----------------------------------------------------------------
Three more banks were seized by regulators on March 20, bringing
this year's tally to 20.  The numbers could rise further this year
as there were 252 financial institutions in the Federal Deposit
Insurance Company's "Problem List" as of the end of 2008, compared
with only 76 in the prior year.

According to Bloomberg News, tumbling home prices and surging
unemployment caused more borrowers to fall behind on loan payments
to banks.  The three banks closed on March 20 are TeamBank,
National Association (Paola, KS), Colorado National Bank (Colorado
Springs, CO), and First City Bank (Stockbridge, GA).

While TeamBank and Colorado National found buyers for its deposits
and other assets, an assuming institution could not be located for
First City.  The FDIC will fulfill its obligation to insured
depositors of First City by mailing checks for their insured
amounts.  Principal and interest on insured accounts, through
March 20, 2009, are fully insured by the FDIC, up to the insurance
limit of $250,000.

The banks closed this year by regulators are:

  Bank                                          Closing Date
  ----                                          ------------
TeamBank, National Association, Paola, KS          03/20/09
Colorado National Bank, Colorado Springs, CO       03/20/09
FirstCity Bank, Stockbridge, Georgia               03/20/09
Freedom Bank of Georgia, Commerce, GA              03/06/09
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09
Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks to assume all of the
deposits of the closed banks:

                                             Buyer's     FDIC Cost
                                             Assumed  to Insurance
                                             Deposits         Fund
Closed Bank          Buyer                  (millions)  (millions)
-----------          ----                     --------       -----
TeamBank, N.A.      Great Southern Bank         $474.0      $98.0
Colorado National   Herring Bank, Amarillo, TX   $82.7       $9.0
FirstCity Bank      -- No Buyer --                   -     $100.0
Freedom Bank        Nat'l Georgia Bank, Lavonia $161.0      $36.2
Security Savings    Bank of Nevada, L.V.        $175.2      $59.1
Heritage Community  MB Financial Bank, N.A.     $218.6      $41.6
Silver Falls        Citizens Bank               $116.3      $50.0
Pinnacle Bank       Washington Trust Bank        $64.0      $12.1
Corn Belt Bank      Carlinville Nat'l Bank      $142.4     $100.0
Riverside Bank      TIB Bank                    $281.4     $201.5
Sherman County      Heritage Bank                $85.1      $28.0
County Bank         Westamerica Bank          $1,300.0     $135.0
Alliance Bank       California Bank & Trust     $951.0     $206.0
FirstBank           Regions Bank                $279.0     $111.0
Ocala National      CenterState Bank            $205.2      $99.6
Suburban Federal    Bank of Essex               $302.0     $126.0
MagnetBank          -- No Buyer --                   -     $119.4
1st Centennial      First California Bank       $302.1     $227.0
Bank of Clark       Umpqua Bank                 $523.6    $120-145
Nat'l Commerce      Republic Bank of Chicago    $402.1      $97.1

Indymac Bank (Pasadena, Ca) was closed in July 11, 2008, one of
the largest banks seized by regulators (assets of $32.01 billion
and total deposits of $19.06 billion as of March 31, 2008).  On
March 19, 2009, the FDIC completed the sale of IndyMac Federal
Bank, FSB, Pasadena, California, to OneWest Bank, FSB, Pasadena,
California.  OneWest Bank, FSB is a newly formed federal savings
bank organized by IMB HoldCo LLC.  All deposits of IndyMac Federal
Bank, FSB have been transferred to OneWest Bank, FSB.

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html

                  First Quarterly Loss Since 1990

In its quarterly banking profile, the FDIC says expenses
associated with rising loan losses and declining asset values
overwhelmed revenues in the fourth quarter of 2008, producing a
net loss of $32.1 billion at insured commercial banks and savings
institutions.  This is the first time since the fourth quarter of
1990 that the industry has posted an aggregate net loss for a
quarter.  A year ago, the industry reported $575 million in
profits and an ROA of 0.02 percent.  High expenses for loan-loss
provisions, large writedowns of goodwill and other assets, and
sizable losses in trading accounts all contributed to the
industry's net loss.  A few very large losses were reported during
the quarter-four institutions accounted for half of the total
industry loss-but earnings problems were widespread.  One out of
every three institutions reported a net loss in the fourth
quarter.  Only 36 percent of institutions reported year-over-year
increases in quarterly earnings, and only 33 percent reported
higher quarterly ROAs.

The FDIC also said that Insured banks and thrifts set aside $69.4
billion in provisions for loan and lease losses during the fourth
quarter, more than twice the $32.1 billion that they set aside in
the fourth quarter of 2007.

Net income for all of 2008 was $10.2 billion, a decline of $89.8
billion (89.8 percent) from the $100 billion the industry earned
in 2007. This is the lowest annual earnings total since 1989,
when the industry earned $10.0 billion.  The ROA for the year was
0.08 percent, the lowest since 1987, when the industry reported a
net loss. Almost one in four institutions (23.6 percent) was
unprofitable in 2008, and almost two out of every three
institutions (62.8 percent) reported lower full-year earnings than
in 2007. Loss provisions totaled $174.4 billion in 2008, an
increase of $105.2 billion (152 percent) compared to 2007.

                     252 Banks in Problem List

According to the FDIC, the number of FDIC-insured commercial banks
and savings institutions reporting financial results fell to 8,305
at the end of 2008, down from 8,384 at the end of the third
quarter.  The net decline of 79 institutions was the largest since
the first quarter of 2002.  Fifteen new institutions were
chartered in the fourth quarter, the smallest number in any
quarter since the third quarter of 1994.  Seventy-eight insured
institutions were absorbed into other institutions through
mergers, and 12 institutions failed during the quarter (five other
institutions received FDIC assistance in the quarter).  For all of
2008, there were 98 new charters, 292 mergers, 25 failures and 5
assistance transactions.  Five institutions with total assets of
$1.3 trillion were assisted by the FDIC in 2008.  This is the
largest number of failed and assisted institutions in a year since
1993, when there were 50.

At year-end, 252 insured institutions with combined assets of $159
billion were on the FDIC's "Problem List."  These totals are up
from 171 institutions with $116 billion in assets at the end of
the third quarter, and 76 institutions with $22 billion in assets
at the end of 2007.  The Problem List's 252 institutions at the
end of the fourth quarter of 2008 is the largest number since the
middle of 1995.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.

A copy of FDIC's Quarterly Banking Profile is available at:

          http://researcharchives.com/t/s?3aa5


* Some Companies Considering Pre-Negotiated Bankruptcies
--------------------------------------------------------
Masonite International Corp. and Herbst Gaming Inc., two of the
three billion-dollar filers in the last two weeks, negotiated
Chapter 11 plans with lenders before filing for bankruptcy
protection.

In a traditional Chapter 11 restructuring, the debtor enters
bankruptcy to stay creditor actions, takes its time to explore
alternatives to profitability, and over the course of the case,
engages its various stakeholders in accordance with bankruptcy
laws and under the supervision of the bankruptcy court.

As present economic conditions have made it difficult for firms to
find financing for a long Chapter 11 case, and due to changes in
the Bankruptcy Code in 2005, many firms considering filing
pre-arranged Chapter 11 plans.

Firms that have filed prepackaged plans this year include:

Company           Terms of Pre-Pack Plan
  -------          ----------------------
Masonite           Full recovery for unsecured creditors and
                   creditors with higher priority.

Herbst Gaming      A split of the Company's slot machines and
                   casino business, with the Herbst family getting
                   90% of the slot machines business and the bank
                   lenders getting ownership of all 12 casinos.

BearingPoint Inc.  Distributions of the equity in the reorganized
                   company to unsecured creditors, and
                   cancellation and no distribution of holders of
                   existing stock.

Spectrum Brands    Existing bond obligations in a principal
                   amount of $1.05 billion will be cancelled and
                   noteholders will be issued new bonds in an
                   aggregate principal amount equal to 20% of the
                   total unpaid principal and interest on existing
                   bonds together with shares of new common stock
                   to be created under the plan.  Existing common
                   stock will be extinguished under the plan, and
                   no distributions will be made to holders of the
                   current equity.

Journal Register   100% of the equity to secured lenders, and zero
                   recovery for unsecured creditors. ($596.2
                   million in assets and stockholders' deficit of
                   $169.4 million as of Nov. 30, 2008)

Pliant Corp.       Holders of $393 million in first-lien notes to
                   receive new common stock.  Other creditors,
                   including holders of $262 million in second-
                   lien notes, would receive warrants to buy new
                   stock.  (Assets of $688.6 million and debts of
                   $1 billion as of Sept. 30, 2008)

Magna Entertainment Corp. and Spansion Inc. have negotiated their
Chapter 11 filings with lenders pre-bankruptcy but have not yet
submitted their restructuring plans.  Magna Entertainment, which
owns horse-racing tracks, has negotiated pre-bankruptcy an
agreement to sell certain key assets to controlling shareholder
and lender MI Developments Inc.  Spansion said it is still in
talks with an ad hoc consortium of holders of $625 million Senior
Secured Floating Rate Notes due 2013 for the development of a plan
of reorganization that would permit a quick emergence.

                        More Prepacks Ahead

At least three public companies are already soliciting support
from, or have reached agreements with, lenders for a restructuring
plan in preparation of a bankruptcy filing.

  1. STATION CASINOS (Assets of $8.88 billion, Debts of
     $6.37 billion as of Sept. 30, 2008).  Station Casinos, Inc.,
     which owns nine hotel casinos in the Las Vegas area, is
     offering the bondholders a combination of secured notes and
     cash in exchange for their outstanding bonds.  Under the
     plan, senior bondholders would get 50 cents on the dollar
     while subordinate bondholders would receive 7 cents on the
     dollar in new notes and 3 cents on the dollar in cash.
     Affiliates of the Fertitta family and Colony Capital have
     committed, as part of the restructuring plan, to contribute
     in the aggregate up to $244 million in cash if an acceptable
     agreement is reached with all of the Company's lending
     constituents.  Station Casinos is expected to file for
     chapter 11 by April 15.  The plan negotiated with lenders
     contemplates an exit from bankruptcy by September 30, 2009.

  2. CHARTER COMMUNICATIONS (Assets of $13.88 Billion, debts of $
     $24.39 billion as of Dec. 31, 2008).  Cable operator Charter
     Communications Inc. has reached an agreement with holders of
     $4.1 billion of its units' senior notes regarding a Chapter
     11 plan filing on or before April 1.  The plan calls for the
     exchange of existing debt with new debt and the offering of
     new class A common stock to existing holders of senior notes.
     Upon emergence from bankruptcy each holder of 10% or more of
     the voting power of Charter will have the right to nominate
     one member of the initial Board for each 10% of voting power;
     and that at least Charter's current Chief Executive Officer
     (Neil Smit) and Chief Operating Officer will continue in
     their same positions.  According to Bloomberg, Apollo
     Management LP, the buyout firm run by Leon Black, is in talks
     to convert its bonds into equity as part of Charter's debt
     restructuring.

  3. IDEARC (Assets of $1.82 billion, debts of $10,31 billion as
     of Dec. 31, 2008).  Yellow pages directories publisher Idearc
     Inc., says it has violated covenants due to a going concern
     opinion by its auditor.  It says that it is engaging in talks
     with representatives of holders of its senior secured
     facilities and senior unsecured notes regarding a achieve a
     "pre-packaged," "pre-negotiated," or similar plan of
     reorganization.

Other firms have said that they might have to seek bankruptcy
protection absent covenant relief or forbearance from lenders or
other factors, but did not say whether they are arranging a
Chapter 11 with lenders and other key constituents.  These
potential filers include:

   1.  EDGE PETROLEUM CORP.
   2.  GENERAL GROWTH PROPERTIES INC.
   3.  SIX FLAGS INC.
   4.  MERUELOMADDUX PROPERTIES
   5.  AVENTINE
   6.  ZILA INC
   7.  INTERNATIONAL COASTAL
   8.  THORNBURG MORTGAGE INC
   9.  LEAR CORP
   10. CRUSADER ENERGY

Chrysler LLC and General Motors Corp. have separately said that
they might be forced to file for bankruptcy absent additional
loans from the U.S. government.  GM, in its viability plan
submitted Feb. 17, said it needs an additional $16.6 billion on
top of the $13.4 billion loaned from the Treasury, while Chrysler
needs another $5 billion in addition to the $4 billion it has
already received.  The two automakers are currently negotiating a
balance sheet restructuring with lenders and shareholders but are
hoping that they are hoping to effectuate their restructuring
outside the bankruptcy courts.

According to Jeffrey McCracken of the Wall Street Journal,
traditionally, companies avoid early disclosures about a potential
bankruptcy filing so that they won't shoo away suppliers and
customers.  He, however, notes that in the past two months, many
"multibillion-dollar companies" -- he cites Lear, Six Flags, among
other companies -- have announced that they might have to file for
bankruptcy.  Mr. McCracken says this may be attributed to (i)
financing for reorganizations is in short supply, forcing
companies to disclose their woes, (ii) companies using the
disclosure to squeeze concessions from creditors, and (iii)
companies can negotiate terms of a restructuring pre-bankruptcy in
order to save on bankruptcy expenses.

According to reports or disclosures, these parties have hired
bankruptcy lawyers to consider alternatives, including a
bankruptcy filing:

   1.  VISTEON CORP - Kirkland & Ellis LLP
   2.  GENERAL GROWTH - Weil, Gotshal & Manges LLP
   3.  EDGE PETROLEUM - Akin Gump Strauss Hauer & Feld LLP
   4.  SIX FLAGS - Paul Hastings Janofsky & Walker and
                    Houlihan Lokey Howard & Zukin
   5.  THORNBURG MORTGAGE - Kirkland & Ellis LLP
   6.  BLOCKBUSTER - Kirkland & Ellis
   7.  READER'S DIGEST ASSOCIATION - Kirkland & Ellis

Blockbuster and Visteon, according to WSJ, separately said
bankruptcy wasn't on their plans when word leaked that they had
hired bankruptcy attorneys and advisors.

                   Large Filers for 1st Quarter

Fourteen companies with estimated assets exceeding $1 billion have
filed for Chapter 11 so far this year.  Chapter 11 filers that
have assets of at least $100 million have totaled 53 as of March
10.

Four of the 14 billion-dollar filers this year have prepackaged
plans:

   COMPANY                        DATE       ASSETS      DEBTS
   -------                      --------     ------      -----
   Lyondell Chemical Co.         1/06/09    $27,177    $27,345
   Tronox Inc.                   1/12/09     $1,614     $1,237
   Nortel Networks               1/14/09    $11,609    $11,793
   Smurfit-Stone Container Corp. 1/26/09     $7,450     $5,582
   Spectrum Brands Inc.*         2/03/09     $2,247     $3,275
   Aleris International, Inc.    2/12/09     $4,168     $3,978
   Trump Entertainment Resorts   2/17/09     $2,056     $1,738
   BearingPoint Inc.*            2/18/09     $1,763     $2,232
   Qimonda Richmond LLC          2/20/09    >$1,000    >$1,000
   Spansion Inc.                 3/01/09     $3,840     $2,398
   Magna Entertainment           3/05/09     $1,049       $958
   Masonite International Corp.* 3/16/09     $1.527     $2.641
   Chemtura Corp                 3/18/09     $3.060     $1.020
   Herbst Gaming Inc.*           3/22/09     $1.022     $1.242

       * With Prepackaged Plan

                      Traditional vs. Prepack

In a traditional or "free fall" bankruptcy case, negotiations with
stakeholders take place after the bankruptcy filing.  In a pre-
packaged bankruptcy, the company meets with creditors to agree on
the terms of a reorganization plan before filing a Chapter 11
petition.  "This shortens and simplifies the process, saving the
company money," according to a guide to Chapter 11 bankruptcies
posted in the Web site of the Securities and Exchange Commission.

Reuters said in May last year that as companies face the tightest
credit market in decades, ready-made, pre-packaged and pre-
arranged bankruptcies have soared in popularity, spurred along by
tougher bankruptcy rules and worried lenders.

Teri Rasmussen, in an article posted at the Ohio Practical
Business Law in December 2008, says the hallmark and principal
advantage of a prepack is "savings in time and disruption".
According to the article, the average Chapter 11 case, even a
relatively small one, is rarely likely to be completed in less
than a year and it can often take two or three years, or even
longer, for a company to emerge from Chapter 11.  By contrast,
prepackaged cases typically take less than six months, thus saving
both time and money typically spent on case administration.

For a four-year case, Solutia Inc., which filed for bankruptcy in
December 2003 and emerged February 2008, spent about $200 million
for lawyers and advisers hired in its bankruptcy proceedings.

According to some reports, changes in the Bankruptcy Code in 2005
have made pre-negotiated bankruptcies more attractive than the
traditional.  The Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005 shortened debtors' time to decide on
whether to assume or reject leases to a mere seven months,
disallowed periodic extensions of the debtors' exclusive periods
to file a plan of reorganization, and limited bonuses to managers
through the key employee retention programs.  Under the new law,
after 18 months, other parties will be allowed to submit their own
proposed plans for the debtor, hence, requiring the debtor to plan
for their Chapter 11 filings.

Kirkland & Ellis, says that there are two variants of a pre-
negotiated case -- a "pre-arranged" bankruptcy, and a "pre-
packaged" bankruptcy.  In a pre-arranged bankruptcy, the debtor
and certain stakeholders will have entered into a "lock-up" or
"plan-support" agreement setting forth the salient terms of the
restructuring.  Once the debtor has obtained the support of its
major stakeholders, it then will enter chapter 11 and move fairly
quickly to have the bankruptcy court approve the restructuring, as
contained in the debtor's plan of reorganization.  Under a "pre-
packaged" bankruptcy, prepetition, the debtor has negotiated,
documented, and disclosed to creditors a plan of reorganization,
and those creditors have voted in favor of the plan.  "Because
much of the work has been completed ahead of the filing, a pre-
packaged chapter 11 case can be completed in a much shorter time
frame than a typical pre-arranged or traditional free-fall chapter
11 case, thereby minimizing administrative costs and reducing much
of the uncertainty of the bankruptcy process," the law firm said.
Kirkland has been engaged in a number of pre-packaged and pre-
arranged cases, including American Color Graphics, Inc.
(restructuring completed after 94 days), SIRVA, Inc.
(representation on-going), and Chiquita Brands (three months).

According to BankruptcyData, there was less than a hundred
prepacks for the six-year period ending in 2007:

           Year              No. of Prepacks
           ----              ---------------
           2007                      4
           2006                     10
           2005                      7
           2004                     14
           2003                     21
           2002                     40

                    The Case of General Motors

General Motors Corp., in its viability plan submitted to the
Treasury on February 17, said that while a Chapter 11 filing would
allow it to, among other things, unilaterally impair claims and
reject disadvantageous contracts, it said that a Chapter 11 filing
would erode customers' confidence, thus causing a "deep and
precipitous" slide in revenue that would endanger its viability
(thus its dealers, suppliers, and employees).

GM noted that for most consumers, the purchase of a vehicle
represents their second largest expenditure (after housing).
Consumers view resale value and the assured availability of
warranty coverage and long-term parts and service as critical
inputs to their purchase decision.  GM believes that a bankruptcy
filing would substantially, if not completely, erode consumers'
confidence in GM's ability to deliver on those requirements.
According to CNW Market Research, more than 80% of consumers
intending to purchase a new vehicle (during the following 6
months) would not do so from a company that filed for bankruptcy.

In its analysis of the impact of a bankruptcy filing, GM explored
three scenarios:

   1. Pre-solicited or Pre-packaged Chapter 11 -- Under this
      scenario, and as contemplated in the Company's planned
      Bond/VEBA exchange offer, tendering bondholders would be
      required to vote affirmatively to accept a Chapter 11 Plan
      of Reorganization. If possible (because the Plan of
      Reorganization received the requisite votes) and necessary
      (because the out of court process failed), the exchange plan
      would be implemented in bankruptcy, binding 100% of the
      bondholders to accept consideration equivalent to that
      contemplated in the out of court exchange.  However, this
      scenario requires an agreement in advance regarding the
      treatment of VEBA liabilities acceptable to bondholders, as
      well as a commitment for government financing. No other
      creditor would be impaired.  Existing shareholders would be
      almost entirely diluted.  This scenario is assumed to
      require approximately 60-65 days to achieve confirmation of
      the plan and exit from Chapter 11. It will cause a quite
      severe near-term negative revenue impact during the
      bankruptcy proceeding, and a less severe but still serious
      long-term negative revenue impact after exiting from Chapter
      11.

   2. Pre-negotiated Cram-Down Plan -- Under this option, which is
      more aggressive than a consensual pre-packaged Chapter 11
      approach discussed in Scenario 1, the Company would seek a
      larger conversion of debt to equity.  This strategy could
      take many forms, including: (A) complete conversion of the
      bonds to equity; (B) reduction in obligations from impairing
      additional classes of claims (including potentially
      litigation liabilities, dealer claims and contract rejection
      damages); and (C) greater to perhaps complete equitization
      of the VEBA obligations.  This scenario is assumed to
      require a minimum of 90 days for its least aggressive
      variant, up to as long as six months or more for more
      aggressive variants, such as converting a portion of other
      liabilities to equity.  The negative revenue impact during
      this option is expected to be even more severe, with greater
      permanent effects, compared to the pre-solicited process in
      Scenario 1.  In addition, the cram down process results in
      an incremental $4 billion debt reduction, or complete
      conversion of all U.S. unsecured debt to equity, but also
      involves significantly higher levels of DIP financing
      required which, in turn, produces a significantly negative
      NPV.

   3. Traditional Chapter 11 Case -- Under this scenario, the
      objective would be to accomplish a more comprehensive
      restructuring of the liability portion of the balance
      sheet, along with substantial asset dispositions, using all
      of the tools traditionally available to debtors to
      restructure through a court supervised process. This process
      could be expected to require 18-24 months, with an estimated
      24 months used for analytical purposes in this appendix.
      Financially, while the traditional bankruptcy process allows
      for greater liability reduction potential, incremental
      funding requirements surge close to a $100 billion or more,
      reflecting catastrophic revenue reduction impact as well as
      wholesale (i.e., dealer) financing requirements and supplier
      support.  The revenue impact during this type of bankruptcy
      would be very severe, with a substantially delayed recovery
      time and significant potential for permanent, significant
      damage.  Indeed, there is considerable doubt whether the
      Company would survive this process.

                  Total Financing Requirement
                        ($ in billions)

                        Out of    Pre-        Cram    Traditional
Court                   Bkrptcy   Solicited   Down    Chapter 11
Process                 Process   Process     Process Process
-------                 ------    -------     ------- ----------
Liability Reduction
  Potential                 47         47         47       >100
Liabilities Reduced         28         33         37      41-78
NPV - Equity Value
  (Midpoint)                 9          6        0-(16) (25)-(28)
Government Support*
U.S. Financing Requirement  23         25       29-37     42-53
Wholesale Support            0          2         7        14
Supplier Support             4          8        9-10     13-17
Delphi                       0          1         1         2
                        ------    -------     -------    -------
Total U.S. Government       27         36       46-55     71-86
Non-U.S. Financing
  Requirement                6          9       11-15     15-17
                        ------    -------     -------    -------
Total Financing
  Requirement               33         45       57-70     86-103

GM has refuted suggestions that it can engage in a "quick"
bankruptcy case.  It noted that based on data supplied by Lakeview
Capital, of 159 cases completed since 1995 involving companies
with assets of $1 billion or greater, only 4 cases (3%) exited
bankruptcy in 90 days or less.  The vast majority of these cases
took one year or more, with one-third taking two years or more. GM
said that its size and scope makes it unique relative to this
sample, suggesting a longer versus a shorter duration.

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

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


* Senate Bill Seeks Nonprofit Status for Newspapers
---------------------------------------------------
U.S. Sen. Benjamin Cardin (D-Md.) on Tuesday introduced
legislation to the U.S. Congress Tuesday that would allow
newspapers to operate as nonprofit organizations, various reports
say.

According to David B. Wilkerson at MarketWatch, Sen. Cardin
proposed that newspapers could operate as nonprofits, if they
chose to do so, claiming 501(c)(3) status for educational
purposes, similar to public broadcasting.  Mr. Wilkerson relates
that under the proposal, advertising and subscription revenue
would be tax-exempt, and contributions to support coverage or
operations could be tax-deductible.  Nonprofit-status newspapers
would not be allowed to make political endorsements but would be
allowed to freely report on all issues, including political
campaigns, according to Mr. Wilkerson.

"The economy has caused an immediate problem, but the business
model for newspapers, based on circulation and advertising
revenue, is broken, and that is a real tragedy for communities
across the nation and for our democracy," Sen. Cardin said,
according to Darrell A. Hughes at The Wall Street Journal.

The newspaper industry has been in turmoil.  Newspaper advertising
revenues plunged 25% in 2008, according to Barclays Capital,
MarketWatch relates.

In December, Tribune Co., filed for Chapter 11 bankruptcy
protection in Wilmington, Delaware.  Star Tribune followed in
January.  In February, Philadelphia Newspapers LLC and Journal
Register Co. commenced bankruptcy proceedings.

Other newspaper organizations have shut down certain operations.
On March 16, Hearst Corp. said the Seattle Post-Intelligencer will
shift to an entirely digital news product.  The final print issue
of the newspaper appeared the next day.  In February, Hearst said
it might close the San Francisco Chronicle unless it could find a
way to cut operating costs.

In February, E.W. Scripps & Co. closed Denver's Rocky Mountain
News.  In January, Gannett Co. said it would shut down the Tucson
Citizen if it could not find a buyer for the Arizona publication.

According to Mr. Wilkerson, Sen. Cardin noted that while consumers
have many other sources for news the public relies on newspapers
"for in-depth reporting that follows important issues, records
events and exposes misdeeds.  In fact, most if not all sources of
journalistic information . . . gather their news from newspaper
reporters who cover the news on a daily basis . . .  It is in the
interest of our nation and good governance that we ensure [that
newspapers] survive."

Sen. Cardin's measure is not meant to preserve large newspaper
conglomerates, his office said, but to "preserve local newspapers
serving communities," Mr. Wilkerson adds.

No substantial loss of federal revenue is expected, MarketWatch
notes.

The St. Petersburg (Fla.) Times, founded in 1884, has been owned
by a nonprofit entity, the Poynter Institute, since 1978,
MarketWatch notes.


* Treasury, Federal Reserve Seek to Seize Non-bank Financial Firms
------------------------------------------------------------------
Agence France-Presse reports that U.S. Treasury and Federal
Reserve have asked Congress for authority to take over non-bank
financial firms, including large insurers, investment firms, and
hedge funds.

According to AFP, the government currently has the authority to
seize banks.  AFP quoted Treasury Secretary Timothy Geithner as
saying, "The US government does not have the legal means today to
manage the orderly restructuring of a large, complex, non-bank
financial institution that poses a threat to the stability of our
financial system."

Sudeep Reddy at The Wall Street Journal quoted Federal Reserve
chairperson Ben Bernanke as saying, "If a federal agency had had
such tools on Sept. 16, they could have been used to put AIG into
conservatorship or receivership, unwind it slowly, protect
policyholders, and impose haircuts on creditors and counterparties
as appropriate."

AFP relates that Messrs. Bernanke and Geithner said during a
congressional hearing that the request for authority to seize
financial firms outside the banking system could be included in
the new rules to tighten regulation of the financial system.

AFP states that Mr. Geithner wanted "all institutions and markets
that could pose systemic risk" to be subject to strong oversight,
including controls on risk-taking.  According to WSJ, Mr. Geithner
proposed that any emergency action be based on a determination by
the Treasury secretary along with the Federal Reserve and the
federal regulator supervising the company.

The government must also have rights to sell or transfer assets or
liabilities of the firm and renegotiate contracts, including those
with employees, WSJ states, citing Mr. Geithner.

President Barack Obama, according to AFP, said that he hoped to
convince the Congress to quickly grant him powers to close
collapsed non-bank financial firms that pose a systemic economic
risk.  The administration said that it will send legislation
proposing the new financial rules to Capitol Hill this week, the
Washington Post reports.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Martinsville Commercial Condo, LLC
   Bankr. D. N.J. Case No. 09-16292
      Chapter 11 Petition filed March 16, 2009
         See http://bankrupt.com/misc/njb09-16292.pdf

In Re Baugh, Trevor Craig
   Bankr. D. Ariz. Case No. 09-04901
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/azb09-04901.pdf

In Re Mathur, Naveen P.
      Mathur, Manjulika
   Bankr. D. N.J. Case No. 09-16482
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/njb09-16482.pdf

In Re Zerbe, Timothy Paul
      Zerbe, Tracey Denise
      fka Bassi, Tracey Denise
   Bankr. E.D. Va. Case No. 09-1164
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/vaeb09-1164.pdf

In Re Word of Faith Missionary Baptist Church, Inc.
   Bankr. N.D. Ala. Case No. 09-81105
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/alnb09-81105.pdf

In Re Mulugeta, Benyam
      dba Mulugeta Development
      Mulugeta, Paula R.
   Bankr. N.D. Calif. Case No. 09-51900
      Chapter 11 Petition filed March 18, 2009
         Filed as Pro Se
http://bankrupt.com/misc/areb09-11655.pdf
In Re Star Acquisition VIII LLC
   Bankr. D. Colo. Case No. 09-14383
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/cob09-14383.pdf

In Re Stover, Tommy L.
      mem Star Resources, LLC
      Reneau, Jean M.
      mem Oil & Gas Equipment Leasing, LLC
   Bankr. D. Colo. Case No. 09-14404
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/cob09-14404p.pdf
         See http://bankrupt.com/misc/cob09-14404c.pdf

In Re Good Earth Technologies, Inc.
   Bankr. D. Conn. Case No. 09-50473
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/ctb09-50473.pdf

In Re JJ's Auto Center of SW Florida, Inc.
   Bankr. M.D. Fla. Case No. 09-04977
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/flmb09-04977.pdf

In Re Root, David G.
      Root, Helen L.
   Bankr. D. Idaho Case No. 09-00645
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/idb09-00645p.pdf
         See http://bankrupt.com/misc/idb09-00645c.pdf

In Re Complete Business Offices and Service
      aka CBOS, Inc.
      aka CBOS Corp.
      aka CEO
      aka C.B.O.S. Corp.
   Bankr. D. N.J. Case No. 09-16548
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/njb09-16549.pdf

In Re The Hampton Clam Bake & Catering Co., Inc.
   Bankr. E.D. N.Y. Case No. 09-71750
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/nyeb09-71750.pdf

In Re Turtle Holding, LLC
   Bankr. E.D. N.Y. Case No. 09-42015
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/nyeb09-42015.pdf

   In Re Napoli & Sons Meat, Inc.
      Bankr. E.D. N.Y. Case No. 09-42016
         Chapter 11 Petition filed March 18, 2009

In Re Making The Dough, Inc.
   Bankr. M.D. Pa. Case No. 09-01944
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/pamb09-01944.pdf

In Re International Food Management, Inc.
      dba La Parrilla Argentina Escorial
   Bankr. D. P.R. Case No. 09-02023
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/prb09-02023.pdf

In Re The Beaver Group, Inc.
      dba East Coast Tanning Salon
      dba Carolina Girls Health & Fitness
   Bankr. D. S.C. Case No. 09-02005
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/scb09-02005.pdf

In Re Davis, Jacob Joseph Edward
      Davis, Lena Mae
      aka Nowelati, Lena Mae
   Bankr. W.D. Wash. Case No. 09-12512
      Chapter 11 Petition filed March 18, 2009
         See http://bankrupt.com/misc/wawb09-12512.pdf

In Re W. E. Lott & Company, Inc.
   Bankr. N.D. Ala. Case No. 09-40775
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/alnb09-40775.pdf

In Re Hittson, William Wyatte
      Hittson, Darlene
   Bankr. W.D. Ark. Case No. 09-71334
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/arwb09-71334.pdf

In Re Orozco-Mercado Corporation
      dba Knowlwood of Fullerton
   Bankr. C.D. Calif. Case No. 09-12332
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/cacb09-12332.pdf

In Re Paseo Cantina
   Bankr. C.D. Calif. Case No. 09-16311
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/cacb09-16311.pdf

In Re Venture Mortgage Inc.
   Bankr. C.D. Calif. Case No. 09-12996
      Chapter 11 Petition filed March 19, 2009
         Filed as Pro Se

In Re American Industrial Manufacturing Company
   Bankr. D. Conn. Case No. 09-50483
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/ctb09-50483p.pdf
         See http://bankrupt.com/misc/ctb09-50483c.pdf

In Re ACA Brandon Incorporated
      dba Athletic Clubs of America
      dba The Althletic Club Health & Wellness Center
      fdba ACA Mgmt Systems
      fdba Bayside Healthcare Brandon
   Bankr. M.D. Fla. Case No. 09-05053
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/flmb09-05053.pdf

In Re Fluker, Kai Jaumin
   Bankr. N.D. Ga. Case No. 09-67081
      Chapter 11 Petition filed March 19, 2009
         Filed as Pro Se

In Re Partlow, Jonathan David
      Partlow, Dichol Layne
   Bankr. S.D. Ind. Case No. 09-03347
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/insb09-03347.pdf

In Re Shangri - La Services, Inc.
      fdba Shangri - LA Stables, Inc.
   Bankr. E.D. La. Case No. 09-10768
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/laeb09-10768.pdf

In Re Custom Bedding Company, Inc.
   Bankr. D. Md. Case No. 09-14672
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/mdb09-14672.pdf

In Re Exoticar Model Company, Inc.
   Bankr. D. Mass. Case No. 09-12249
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/mab09-12249.pdf

In Re Greco, Charles C.
      Greco, Theresa
   Bankr. D. Mass. Case No. 09-12258
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/mab09-12258.pdf

In Re William E. Catledge
   Bankr. N.D. Miss. Case No. 09-11390
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/msnb09-11390.pdf

In Re Prenatt, Douglas E.
   Bankr. W.D. Pa. Case No. 09-10492
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/pawb09-10492.pdf

In Re Midland Forklift, Inc.
      fka Midlands Trucklift, Inc.
      aka Midlands Clarklift, Inc.
   Bankr. D. S.C. Case No. 09-02018
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/scb09-02015.pdf

In Re Casa Blanca Condominium Association, Inc.
   Bankr. N.D. Tex. Case No. 09-31645
      Chapter 11 Petition filed March 19, 2009
         See http://bankrupt.com/misc/txnb09-31645p.pdf
         See http://bankrupt.com/misc/txnb09-31645c.pdf

In Re Graven, William Andrew
      aka Graven, Will
   Bankr. D. Ariz. Case No. 09-05273
      Chapter 11 Petition filed March 20, 2009
         Filed as Pro Se

In Re A&H Electrical Services Inc.
   Bankr. M.D. Fla. Case No. 09-05201
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/flmb09-05201.pdf

In Re Oparaji, Kelechi Ifeayichukwu
      Oparaji, Lori Suzanne
   Bankr. M.D. Fla. Case No. 09-03466
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/flmb09-03466.pdf


In Re Damman, Michael A.
      fdba Damman Poured Walls
   Bankr. W.D. Mich. Case No. 09-03185
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/miwb09-03185.pdf
http://bankrupt.com/misc/vawb09-50359.pdf
In Re KD Automotive, Inc.
      dba AJ's Towing
   Bankr. W.D. Mo. Case No. 09-20523
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/mowb09-20523.pdf

In Re Davey, Jay C.
   Bankr. D. N.H. Case No. 09-10894
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/nhb09-10894.pdf

In Re Lollipop U Daycare
   Bankr. W.D. Pa. Case No. 09-10498
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/pawb09-10498.pdf

In Re Stalker, William
      Stalker, Denise
   Bankr. E.D. Tex. Case No. 09-40814
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/txeb09-40814.pdf

In Re Leslie Rea Tarrance, Sr.
   Bankr. S.D. Tex. Case No. 09-31858
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/txsb09-31858p.pdf
         See http://bankrupt.com/misc/txsb09-31858c.pdf

In Re Big Fish Enterprises Inc.
      dba The Coast
      dba The Stockyards
   Bankr. W.D. Tex. Case No. 09-50982
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/txwb09-50982.pdf

In Re A&E Tire and Recycling, LLC
   Bankr. E.D. Wisc. Case No. 09-23337
      Chapter 11 Petition filed March 20, 2009
         See http://bankrupt.com/misc/wieb09-23337.pdf

In Re 2nd Domestic C Corp
      fdba Brighton Tool & Die, Inc.
   Bankr. E.D. Mich. Case No. 09-31438
      Chapter 11 Petition filed March 21, 2009
         See http://bankrupt.com/misc/mieb09-31438.pdf
http://bankrupt.com/misc/txnb09-31645c.pdf
In Re Cazort Law Firm, Ltd.
   Bankr. W.D. Ark. Case No. 09-71368
      Chapter 11 Petition filed March 22, 2009
         See http://bankrupt.com/misc/arwb09-71368.pdf

In Re 10139 Kester Avenue Trust
      UDT 5/25/2006 Business Trust
   Bankr. C.D. Calif. Case No. 09-13150
      Chapter 11 Petition filed March 22, 2009
         See http://bankrupt.com/misc/cacb09-13150.pdf

In Re Mondy Enterprises, Inc.
   Bankr. S.D. N.Y. Case No. 09-11314
      Chapter 11 Petition filed March 22, 2009
         See http://bankrupt.com/misc/nysb09-11314.pdf

In Re Chloupek, Neil
   Bankr. D. Ariz. Case No. 09-05329
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/azb09-05329.pdf

In Re Hofmann, Gary M.
      Hofmann, Sonia
   Bankr. D. Ariz. Case No. 09-05356
      Chapter 11 Petition filed March 23, 2009
         Filed as Pro Se
http://bankrupt.com/misc/tnmb09-02915.pdf
In Re Thoren, Donald A.
   Bankr. D. Ariz. Case No. 09-05328
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/azb09-05328.pdf

In Re Tseselsky, Daniel L.
      Tseselsky, Jennifer Michele
      fka Thomas, Jennifer Michele
   Bankr. C.D. Calif. Case No. 09-13176
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/cacb09-13176.pdf

In Re Kunajukr, Sutip
   Bankr. D. Conn. Case No. 09-20686
      Chapter 11 Petition filed March 23, 2009
         Filed as Pro Se

In Re Americare Assisted Living Inc.
      aka Water's Edge
   Bankr. M.D. Fla. Case No. 09-03551
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/flmb09-03551.pdf

In Re Bade, Eric B.
      aka Bade, Eric Bradley
      Bade, Jennifer E.
      aka Jennifer Eileen Bade
      aka Jennifer E. Westerman
      aka Jennifer Eileen Westerman
      aka Jennifer Bade
   Bankr. M.D. Fla. Case No. 09-05358
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/flmb09-05358.pdf

In Re Brian Grainger Construction Inc.
      dba Topline Plumbing
      dba Green Arrow Landscaping
      dba Bergfeld Excavation
      dba Midwest Concrete Cutting
      dba Arrow Exteriors
   Bankr. N.D. Ill. Case No. 09-71081
      Chapter 11 Petition filed March 23, 2009
         Filed as Pro Se
http://bankrupt.com/misc/txwb09-50920.pdf
In Re Nelson, Michael E.
      dba Nelson Trailer Rental & Repair
      Donna M. Nelson
   Bankr. N.D. Ill. Case No. 09-71092
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/ilnb09-71092.pdf

In Re George, Brian Keith
      dba Ola Environmental
      dba Stone Bridge Farm
      George, Olga
   Bankr. E.D. Ky. Case No. 09-50847
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/kyeb09-50847.pdf

In Re Hollywood East, Inc.
   Bankr. D. Md. Case No. 09-14849
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/mdb09-14849p.pdf
         See http://bankrupt.com/misc/mdb09-14849c.pdf

In Re 1-800-Mattress Corporation
   Bankr. E.D. N.Y. Case No. 09-42201
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/nyeb09-42201.pdf

   In Re Dial-A-Mattress International Ltd.
      Bankr. E.D. N.Y. Case No. 09-42203
         Chapter 11 Petition filed March 23, 2009

In Re Clemente McKay Ambulance Services, Inc.
      dba Clemente Ambulance Service
   Bankr. N.D. Ohio Case No. 09-40921
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/ohnb09-40921.pdf

In Re Sean M. Simon, D.M.D., P.C.
   Bankr. W.D. Pa. Case No. 09-22003
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/pawb09-22003p.pdf
         See http://bankrupt.com/misc/pawb09-22003c.pdf

In Re Optima University, LLC
   Bankr. W.D. Tenn. Case No. 09-11212
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/tnwb09-11212.pdf

In Re Bartley & Earl, LLC
      dba Pinnacle Plumbing
   Bankr. S.D. Tex. Case No. 09-31881
      Chapter 11 Petition filed March 23, 2009
         See http://bankrupt.com/misc/txsb09-31881.pdf
http://bankrupt.com/misc/mdb09-14388.pdf
In Re Johnson, Mark Anthony
      aka Johnson Realty and Lending, Inc.
   Bankr. C.D. Calif. Case No. 09-16694
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/cacb09-16694.pdf

In Re Alliance Limousine, LLC
   Bankr. D. Conn. Case No. 09-50524
      Chapter 11 Petition filed March 24, 2009
         Filed as Pro Se

In Re Morton, Alexander C.
      Dakel, Mary Catherine
   Bankr. M.D. Fla. Case No. 09-03683
      Chapter 11 Petition filed March 24, 2009
         Filed as Pro Se
http://bankrupt.com/misc/mowb09-60481.pdf
In Re Rex Moving & Storage, Inc.
   Bankr. M.D. Fla. Case No. 09-05427
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/flmb09-05427.pdf

In Re GA-MEX Broadcasting, Inc.
   Bankr. N.D. Ga. Case No. 09-67447
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/ganb09-67447.pdf

In Re Hydrodynamic Technologies, Inc.
   Bankr. E.D. Mich. Case No. 09-48868
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/mieb09-48868p.pdf
         See http://bankrupt.com/misc/mieb09-48868c.pdf

In Re Gregory K. Cahoon, D.D.S., PC
   Bankr. D. Nev. Case No. 09-14197
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/nvb09-14197.pdf

In Re LB Pools, Inc.
      dba Braccolino Swimming Pools
   Bankr. E.D. N.Y. Case No. 09-42227
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/nyeb09-42227.pdf

In Re Biltmore Investments
   Bankr. M.D. Tenn. Case No. 09-03304
      Chapter 11 Petition filed March 24, 2009
         See http://bankrupt.com/misc/tnmb09-03304.pdf
http://bankrupt.com/misc/mdb09-14492.pdf


                            *********

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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